TCR_Public/061026.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, October 26, 2006, Vol. 10, No. 255

                             Headlines

ACS MEDIA: S&P Rates Planned $140 Million Senior Facilities at B
ADELPHIA COMMS: Court Adjourns Disclosure Statement Hearing
ADVANCED MICRO: Completes $5.4 Billion ATI Purchase
ADVANCED MICRO: Earns $134 Million in Quarter Ended October 1
AERCO LTD: Moody's Reviews Junked Notes Rating and May Downgrade

AFC ENTERPRISES: Moody's Assigns Loss-Given-Default Rating
ALASKA AIR: Posts $17.4 Million Net Loss in Third Quarter of 2006
ALLIANCE ATLANTIS: Motion Picture Deal Cues Moody's Ratings Review
ALLIED HOLDINGS: Seeks 12-Week Extension on Exclusive Periods
ANGUS PETROLEUM: Involuntary Chapter 11 Case Summary

ASARCO INC: Fitch Affirms then Withdraws Default Ratings
AUSTIN CONVENTION: Moody's Assigns Ba2 Rating to $90.8 Mil. Bonds
BANCO BHD: Fitch Holds Individual Rating at D with Stable Outlook
BC EXPERIENCE: Unsecured Creditors Will Not be Paid, Trustee Says
BLEECKER STRUCTURED: Asset Defaults Cue Moody's to Junk Ratings

BOMBARDIER INC: Aerospace Unit Cuts 1,330 Jobs in Canada
BORALEX INVESTMENT: Moody's Puts Ba3 Rating on Proposed $80MM Loan
C-BASS: Moody's Places Ba2 Rating on Class B-4 Certificates
CALPINE CORP: Wants to Add 10 Employees to Severance Program
CARRINGTON MORTGAGE: Moody's Rates Class M-10 Certificates at Ba1

CASH TECHNOLOGIES: Posts $1.23 Mil. Net Loss in Qtr. Ended Aug. 31
CHARTWELL SENIORS: $850MM Buyout Plans Prompt DBRS to Hold Ratings
CITYSCAPE HOME: Credit Enhancement Prompts Fitch to Hold Ratings
CKE RESTAURANTS: Good Performance Cues S&P's Positive Watch
CLADDAGH DEVELOPMENT: Involuntary Chapter 11 Case Summary

COAST INVESTMENT: Moody's Eyes Upgrade on Junk Rated $6.5MM Notes
COLEMAN CABLE: Moody's Assigns Loss-Given-Default Rating
COLLINS & AIKMAN: Received $200 Mil. Funding from DaimlerChrysler
COLUMBUS MCKINNON: Moody's Assigns Loss-Given-Default Rating
COUDERT BROTHERS: Court Approves Ehlers Ehlers as Special Counsel

COUDERT BROTHERS: Taps New Tokyo as Special Counsel
CREST G-STAR: Moody's Eyes Upgrade on B2 Rated $15MM Class D Notes
CSFB ABS: Moody's Junks Ratings on Seven Securitized Debt Classes
CSFB MORTGAGE: Moody's Lifts Ba1 Rating on $8.3 Mil. Certificates
CSFB MORTGAGE: Moody's Lifts Ba1 Rating on $22.5MM Class L Certs.

CSK AUTO: Moody's Assigns Loss-Given-Default Ratings
CUNNINGHAM LINDSEY: High Debt Ratio Cues DBRS to Review Rating
DAIMLERCHRYSLER: Losses Continue at Chrysler Group
DANA CORP: Inks Pact Permitting DCC Until Dec. 7 to Settle Claims
DANA CORP: Seeks Court Okay to Assume Tennessee Power Supply Pact

DELPHI CORP: Ripplewood Holdings to Make $10 Billion Bid
DOLLARAMA GROUP: Moody's Assigns Loss-Given-Default Ratings
DS WATERS: S&P Rates Proposed $180 Million Senior Loan at B-
E-TRADE FINANCIAL: Earns $153 Million in 2006 Third Quarter
ENTI INC: Files Schedules of Assets and Liabilities

EPCO HOLDINGS: Moody's Assigns Loss-Given-Default Ratings
ERICO INTERNATIONAL: Moody's Assigns Loss-Given-Default Rating
FDL INC: Court Approves Hamernick LLC as Insolvency Accountant
FOAMEX INT'L: Will Get $1 Mil. Payment from GFC-East Sale Proceeds
FOCUS CORPORATION: Moody's Assigns B2 Corporate Family Rating

FTD INC: Moody's Assigns Loss-Given-Default Ratings
GARDNER DENVER: Moody's Assigns Loss-Given-Default Rating
GENERAL MOTORS: Posts $115 Million Net Loss in 2006 Third Quarter
GOODYEAR TIRE: S&P Puts Synthetic Transactions' Rating on Watch
GREAT COMMISSION: Exclusive-Filing Period Extended to November 8

GSRPM MORTGAGE: Moody's Places Class B-4 Certificate Rating at Ba2
HALCYON LOAN: S&P Rates $16 Million Class D Notes at BB
HEMOSOL CORP: Files Plan of Compromise and Arrangement
HOLLINGER INC: Reports $28.1 Million Cash on Hand at October 20
HOLLY ENERGY: Moody's Assigns Loss-Given-Default Ratings

IMAX CORP: S&P Affirms B- Rating and Removes Developing Watch
INCO LTD: Steelworkers Union Approves New Collective Agreement
INCO LTD: Companhia Vale do Rio Doce Takes Control
INERGY LP: Moody's Assigns Loss-Given-Default Ratings
INEX PHARMA: Provides Updates on Tekmira Spin-Out Closing

INLAND FIBER: Hires Cypress Holdings as Financial Advisor
ITEN CHEVROLET: U.S. Trustee Appoints Three-Member Committee
KATONAH IX: S&P Rates $15 Million Class B-2L Notes at BB
KL INDUSTRIES: Governmental Claims Bar Date Set on Sunday, Oct. 29
NEVADA DEPARTMENT: Moody's Puts Ba1 Rated $445.8MM Bonds on Review

LEVEL 3: Unit Plans Private Offering of New $400MM Senior Notes
LITTLEFIELD TEXAS: Fitch Cuts Rating on $1.6 Mil. Certs. to BB+
LONG BEACH: Moody's Puts Low-B Ratings on B and M-10 Cert. Classes
MAPCO INC: Moody's Assigns Loss-Given-Default Ratings
MARKETING SPECIALISTS: Inks $20.5 Million Settlement with Acosta

MESABA AIR: Court Okays Preliminary Injunction on Workers' Strike
MESABA AIRLINES: AFA-CWA Vows to Fight Pay Cuts and Pact Rejection
MILLS CORP: Responds to Gazit-Globe Recapitalization Offer
MORGAN STANLEY: S&P Puts $3 Mil. Notes' B+ Rating on Neg. Watch
MORGAN STANLEY: S&P Puts $3 Million Notes' Rating on CreditWatch

NEW ORLEANS PADDLEWHEELS: Judge Manger Appoints Chapter 11 Trustee
NOVA CDO: Moody's Puts Junk Rated $9.7 Mil. Class C Notes on Watch
OMEGA HEALTHCARE: Board Launches $0.25 Per Share Stock Dividend
ORION HEALTHCORP: Hires UHY LLP as Independent Public Auditor
ORIS AUTOMOTIVE: Files Disclosure Statement in N.D. Alabama

ORIS AUTOMOTIVE: Bankruptcy Administrator Wants Case Converted
PERFORMANCE TRANSPORTATION: Wants to Borrow $7 Mil. From Yucaipa
PILGRIM'S PRIDE: Asks Gold Kist Stockholders to Tender Shares
PLATFORM LEARNING: Wants Until Jan. 17 to File Chapter 11 Plan
RETROCOM GROWTH: Has Until Dec. 1 to File Proposal to Creditors

RITE AID: Revenues Increased to $4.29 Billion in Second Quarter
SABINE PASS: Moody's Rates Proposed $2.1 Bil. Senior Notes at Ba3
SABINE PASS: S&P Rates $2.15 Billion Senior Note Offering at BB
SAINT VINCENTS: Names Alfred E. Smith as New Chairman
SAINT VINCENTS: Exclusive Plan-Filing Period Stretched to Nov. 20

SALLY HOLDINGS: S&P Rates $1.07 Billion Term Loans at B+
SATELITES MEXICANOS: Files Supplements to First Amended Plan
SATELITES MEXICANOS: Gets Interim Extension of Schedules Filing
SESI LLC: Moody's Puts Ba3 Rating on New $200 Mil. Loan Facility
SFG LP: Court Approves Brown McCarroll as Bankruptcy Counsel

SONIC CORP: Moody's Assigns Loss-Given-Default Rating
SPECIALTY UNDERWRITING: Fitch Puts BB Rating on Negative Watch
STARWOOD HOTELS: Fitch Lifts Ratings and Revises Outlook to Stable
STRUCTURED ASSET: S&P Cuts Rating on Class B3 Securities to CCC
TANK SPORTS: August 31 Balance Sheet Upside-Down by $383,559

TARGA RESOURCES: Moody's Assigns Loss-Given-Default Ratings
TD AMERITRADE: Earns $483 Mil. in Fiscal Year Ended Sept. 29, 2006
TECHNICAL OLYMPIC: Moody's Cuts Ba2 Rating on Senior Notes to Ba3
TENNESSEE RENTALS: Case Summary & 20 Largest Unsecured Creditors
THERMAL NORTH: S&P Rates Proposed $370 Million Facilities at BB-

TODD MCFARLANE: Neil Gaiman Lambasts Amended Disclosure Statement
TRANSCAPITAL FINANCIAL: SunTrust Wants Cases Converted to Ch. 7
UBS INVESTMENT: S&P Lowers Ratings & Puts Negative Watch on Notes
UNITED SUBCONTRACTORS: S&P Holds B Corporate Credit Rating
USG CORP: Asks Court to Disallow Six Asbestos-Related Claims

USG CORP: Earns $1.5 Billion in Third Fiscal Quarter 2006
VALEANT PHARMA: Says Filing of 3rd Quarter Results Will be Delayed
VALEANT PHARMA: Financial Filing Delay Cues S&P's Negative Watch
VITAMIN SHOPPE: Moody's Assigns Loss-Given-Default Rating
VULCAN ENERGY: Moody's Assigns Loss-Given-Default Ratings

WELLS FARGO: Fitch Rates $1.6 Million Class I-B-4 Certs. at BB
WERNER LADDER: Committee Taps Saul Ewing as Conflicts Counsel
WERNER LADDER: Wants Fifth Amendment to Grupo American Agreement
WESTERN MEDICAL: Wants Court Approval to Hire Moglia Advisors
WINDSOR QUALITY: Moody's Lifts Corporate Family Rating to Ba3

WINN-DIXIE: Files Revised Proposed Confirmation Order
XEROX CORP: Earns $536 Million in Quarter Ended September 30
YUKOS OIL: Valuer Says Assets Could Be Sold at 10%-90% Discount
ZAIS INVESTMENT: Moody's Eyes Upgrade on Junk Rated Notes

* NachmanHaysBrownstein Appoints Three New Principals
* S&P Puts Negative Watch on Ford-Related U.S. ABS Synths' Ratings

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

ACS MEDIA: S&P Rates Planned $140 Million Senior Facilities at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' senior secured
debt rating and '2' recovery rating to ACS Media LLC's planned
$140 million senior secured credit facilities, reflecting Standard
& Poor's expectation of a substantial (80%-100%) recovery of
principal in the event of a payment default.

At the same time, Standard & Poor's assigned a 'B' corporate
credit rating to the company.  The outlook is stable.

In September 2006, Pendo Acquisition ULC, an indirect wholly owned
subsidiary of Caribe Acquisition Holdings LLC, agreed to acquire
ACS Media Income Fund's 99.9% interest in ACS Media for
CDN$188 million ($168 million) in cash.  ACS Media is the
exclusive directories publisher for Alaska Communications Systems
Group, the largest local exchange carrier in Alaska.  Revenues and
pro forma adjusted EBITDA for the 12 months ended June 2006
totaled about $38 million and $20 million, respectively.

The ratings on Anchorage, Alaska-headquartered ACS Media reflect
the company's substantial debt levels, absence of business and
geographic diversity, and a fairly small cash flow base.  These
factors are somewhat tempered by ACS Media's strong market
positions, healthy operating cash flow margins, relatively stable
and predictable revenues and cash flow, minimum capital
expenditure needs, and modest required debt amortization.


ADELPHIA COMMS: Court Adjourns Disclosure Statement Hearing
-----------------------------------------------------------
The Associated Press reports that the U.S. Bankruptcy Court for
the Southern District of New York adjourned the hearing on
Adelphia Communications Corporation's Disclosure Statement.  The
Honorable Robert E. Gerber, AP says, didn't state when he would
resume the hearing.

The Debtor filed modifications to its draft Fifth Amended Joint
Chapter 11 Plan of Reorganization and the related Supplement to
its Fourth Amended Disclosure Statement with the Court.

The modifications reflect settlements with holders of the
Ft. Myers and Olympus notes and two of the three administrative
agents to the Debtor's co-borrowing facilities, as well as certain
other changes that were discussed at the hearing on its Disclosure
Statement supplement.

The Debtor and the Official Committee of Unsecured Creditors
remain co-proponents of the modified plan, which embodies the
framework agreed upon by the Debtor, its Official Committee of
Unsecured Creditors, as well as significant individual bond funds.
In addition, the two administrative agents with which settlements
have been reached will be co-proponents of the modified plan with
respect to the treatment of bank claims under the credit
agreements for which they are agents.

The modifications are incremental to the compromise among other
important creditor groups under which up to approximately
$1.08 billion in value will be transferred from certain creditors
of various subsidiaries of the Debtor to certain unsecured senior
and trade creditors of the Debtor.

The Court commenced the hearing on the Disclosure Statement on
Sept. 12, 2006.  The Debtor and the Official Committee of
Unsecured Creditors are seeking an order from the Bankruptcy Court
approving the Supplement to the Disclosure Statement as containing
"adequate information" to enable the Debtor's Chapter 11
bankruptcy creditors and equity holders to make an informed
judgment about the Fifth Amended Plan.

The Debtor's proposal and prosecution of confirmation of the
modified Fifth Amended Plan still is subject in all respects to
entry of the order, as well as Bankruptcy Court authorization for
the Debtor to propose and seek votes in respect of the modified
Fifth Amended Plan.  Absent entry of an order and authorization,
the Debtor's filing of the modified Fifth Amended Plan and related
Supplement to the Disclosure Statement will not be deemed to be a
proposal by the Debtors with respect to the proposed treatment of
any claims against or equity interests in the Debtor or its
subsidiaries.  If the order is entered and the authorization is
granted, the Debtor, the Official Committee of Unsecured Creditors
and the relevant bank administrative agents will begin the process
of soliciting creditors and equity holders to vote on the modified
Fifth Amended Plan.

A full-text copy of the ACOM Debtors' Revised Draft Fifth Amended
Plan is available for free at http://ResearchArchives.com/t/s?11e4

A full-text copy of the revised Second Disclosure Statement
Supplement relating to Fifth Amended Plan is available for free at
http://ResearchArchives.com/t/s?11e5

                        The Bank Settlement

The Second Disclosure Statement Supplement explaining the Revised
Fifth Amended Plan is the product of significant negotiations
among the Official Committee of Unsecured Creditors, the ACOM
Debtors, and certain banks, including the agent banks.

On Sept. 11, 2006, these parties reached an agreement concerning
the treatment afforded Bank Claims under the Plan:

    -- the ACOM Debtors;

    -- the Creditors Committee;

    -- ACC Settling Parties, namely:

        * Tudor Investment Corporation;

        * Highfields Capital; and

        * any other holder of ACC Senior Notes that agree to be
          bound by the provisions of the Global Settlement as
          modified by the Plan and are represented by Goodwin
          Procter LLP, in connection with the ACOM Debtors'
          Chapter 11 Cases;

    -- the Ad Hoc Committee of Holders of ACC Senior Notes and
       Arahova Notes;

    -- the Ad Hoc Committee of Arahova Noteholders;

    -- the Ad Hoc Committee of FrontierVision Noteholders;

    -- W.R. Huff Asset Management Co., L.L.C.;

    -- the Ad Hoc Adelphia Communications Corporation Holding
       Company Trade Claims Committee;

    -- the Ad Hoc Adelphia Operating Company Trade Claims
       Committee; and

    -- the Bank Proponents:

        * Wachovia Bank, National Association, as administrative
          agent under the UCA Credit Agreement; and

        * Bank of Montreal, as administrative agent under the
          Olympus Credit Agreement.

The Plan, if confirmed, will fully and finally resolve numerous
issues relating to the Bank Claims treatment, including:

    (1) the amount of funds, if any, reserved for the payment of
        indemnification obligations allegedly owed by certain
        Debtors to the Banks post-Effective Date;

    (2) whether the funds to be distributed to the Banks for the
        payment of principal and prepetition accrued interest on
        the Bank Claims should be paid on the Effective Date or
        reserved in full in cash pending the allowance of the Bank
        Claims;

    (3) whether the funds reserved for the payment of post-
        Effective Date indemnifiable claims to fees and costs of
        the Banks should be paid on a current basis or paid only
        upon allowance; and

    (4) the treatment of any and all defenses, claims or causes of
        action of any defendant against any Debtor Party in
        connection with the Bank Actions.

The settlement of the issues is embodied in the Plan and provides
for, among other things, payment of the principal and accrued
interest prior to the Debtor's filing for chapter 11 protection
under the Century Credit Agreement, the Olympus Credit Agreement
and the UCA Credit Agreement -- the Co-Borrowing Credit Agreements
-- to the extent that each applicable Class of Bank Claims votes
in favor of the Plan, subject to disgorgement and the creation of
a Co-Borrowing Bank Litigation Fund containing $75,000,000.  About
$40,000,000 to $75,000,000 of the Co-Borrowing Bank Litigation
Fund will be funded by the ACOM Debtors, depending on the voting
of the Classes of Bank Claims other than the FrontierVision Bank
Claims Class.

The ACOM Debtors, the Creditors Committee, Wachovia, and Bank of
Montreal strongly urge all holders of Claims and Equity Interests,
including the holders of Bank Claims, to vote for and support the
Plan.

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 150; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ADVANCED MICRO: Completes $5.4 Billion ATI Purchase
---------------------------------------------------
Advanced Micro Devices Inc. has completed its approximately
$5.4 billion acquisition of ATI Technologies Inc.  With
approximately 15,000 employees, the company merges AMD's
technology leadership in microprocessors together with ATI's
leadership in graphics, chipsets and consumer electronics.

"Today marks a historic day for our employees, our partners and
our customers as we officially welcome ATI into the AMD family,"
said AMD Chairman and CEO Hector Ruiz.  "On day one, we are
delivering a winning set of complementary technologies, igniting a
new level of innovation and continuing to champion choice for the
industry.  Thanks to the strength of our talented employees, the
new AMD now has a full range of intellectual property in
microprocessors, graphics, chipsets and consumer electronics to
deliver open platforms and integrated solutions.  In the near
term, customers gain a new level of choice, and in the long term,
we believe the possibilities for innovation are truly limitless."

                      Transaction Details

Under the terms of the transaction, AMD acquired all of the
outstanding common shares of ATI for a combination of
approximately $4.3 billion in cash and 58 million shares of AMD
common stock, based on the number of shares of ATI common stock
outstanding on Oct. 24, 2006.  All outstanding options and
restricted stock units of ATI were assumed.  The value of the ATI
acquisition of approximately $5.4 billion is based upon the
closing stock price of AMD common stock on Oct. 24, 2006 of $20.32
per share and excludes the value of assumed equity awards.

AMD financed the cash portion of the transaction with a
combination of cash and new debt.  AMD obtained a $2.5 billion
term loan from Morgan Stanley Senior Funding, Inc., which,
together with combined existing cash, cash equivalents, and
marketable securities balances of approximately $1.8 billion,
provided full funding for the transaction.

AMD announced the final pro-ration applicable to ATI common shares
in the acquisition.  The total consideration to be paid for each
common share, based on the Parent Closing Stock Price (as defined
in the Plan of Arrangement, as amended), is approximately $21.36.
The final election results indicate these pro-ration:

     -- ATI shareholders who elected to receive cash will be
        entitled to receive, for each common share for which a
        valid cash election was made, approximately $18.59 in cash
        plus approximately 0.1245 of a share of AMD common stock;

     -- ATI shareholders who elected to receive stock will be
        entitled to receive, for each common share for which a
        valid stock election was made, 0.9596 of a share of AMD
        common stock; and

     -- ATI shareholders who did not make a valid election will be
        entitled to receive, for each share for which no valid
        election was made, 0.9596 of a share of AMD common stock.

Pro-ration was necessary because the cash consideration elected to
be received exceeded the amount of cash available in the
acquisition. Any fractional shares will be paid in cash.

                   Integrated Platforms in 2007

Customers should benefit from AMD's and ATI's combined platform
development and technical support teams, which will be co-located
in Taipei and Shanghai.  Combined with the existing Austin and
Toronto locations, these sites offer research and development and
support to provide customers with a complete solution for
optimized platform development.

AMD plans to deliver a range of integrated platforms in 2007 to
serve key markets, including: commercial clients; mobile
computing; and gaming and media computing.  PC users will benefit
from innovations intended to extend battery life on the next-
generation AMD Turion 64 mobile technology-based platform and
enhancements to the AMD LIVE! digital media PC platform that will
enable users to get more from their favorite photos, music, and
movies.  AMD believes that these integrated platform innovations
will bring customers improved system stability, better time-to-
market, increased performance and energy-efficiency and overall,
an enhanced user experience.

"By driving innovation and integration in processing, especially
in graphics, the new AMD has the potential to empower breakthrough
computing experiences for users of Windows Vista," said Jim
Allchin, Co-President of Microsoft's Platforms & Services
Division.  "We are excited by the potential benefits that this
union can bring to enhance the Windows Vista experience."

AMD also sees an opportunity to deliver processing solutions to
the growing consumer electronics market.  The company intends to
leverage ATI's strength in the consumer market by pursuing new
opportunities to invest in the consumer electronics and high-end
discrete graphics markets.  With leading technology and customer
relationships, AMD is positioned to address digital convergence by
leveraging critical IP to create new innovations and devices that
facilitate end-to-end content delivery and connectivity to improve
end-user experiences.

                    CPU/GPU Silicon "Fusion"

AMD plans to create a new class of x86 processor that integrates
the central processing unit and graphics processing unit at the
silicon level with a broad set of design initiatives collectively
codenamed "Fusion."  AMD intends to design Fusion processors to
provide step-function increases in performance-per-watt relative
to today's CPU-only architectures, and to provide the best
customer experience in a world increasingly reliant upon 3D
graphics, digital media and high-performance computing.

With Fusion processors, AMD will continue to promote an open
platform and encourage companies throughout the ecosystem to
create innovative new co-processing solutions aimed at further
optimizing specific workloads.  AMD-powered Fusion platforms will
continue to fully support high-end discrete graphics, physics
accelerators, and other PCI Express-based solutions to meet the
ever-increasing needs of the most demanding enthusiast end-users.

"With the anticipated launch of Windows Vista, robust 3D graphics,
digital media and device convergence are driving the need for
greater performance, graphics capabilities, and battery life,"
said Phil Hester, AMD senior vice president and chief technology
officer.  "In this increasingly diverse x86 computing environment,
simply adding more CPU cores to a baseline architecture will not
be enough.  As x86 scales from palmtops to petaFLOPS, modular
processor designs leveraging both CPU and GPU compute capabilities
will be essential in meeting the requirements of computing in 2008
and beyond."

Fusion processors are expected in late 2008 or early 2009, and the
company expects to use them within all of the company's priority
computing categories, including laptops, desktops, workstations
and servers, as well as in consumer electronics and solutions
tailored for the unique needs of emerging markets.

                             About ATI

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

                            About AMD

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

                        *     *     *

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

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


ADVANCED MICRO: Earns $134 Million in Quarter Ended October 1
-------------------------------------------------------------
Advanced Micro Devices Inc. reported sales of $1.33 billion,
operating income of $119 million, and net income of $134 million
for the quarter ended Oct. 1, 2006.  These results include
$16.5 million of employee stock-based compensation expense.

In the third quarter of 2005, excluding the Memory Products
segment1, AMD reported sales of $1.01 billion and operating income
of $129 million.  In the second quarter of 2006, AMD reported
sales of $1.22 billion and operating income of $102 million.

"Third quarter sales increased 9% from the prior quarter, and 32%
year-over-year, due to strong demand for all AMD processor
brands," said Robert J. Rivet, AMD's chief financial officer.

"Microprocessor unit shipments grew 18% sequentially as customers
continued leveraging AMD's open platform approach.  Demand for AMD
Turion 64 mobile processors was especially strong, resulting in
record mobile processor sales and unit shipments coupled with
increased average selling prices.  Record AMD Opteron processor
sales resulted from continued adoption of dual core processors,
record unit shipments and improved ASPs."

Desktop processor sales were flat sequentially with increased unit
shipments offset by decreased ASPs.

AMD continued to successfully ramp production in both Fab 36 and
Chartered Semiconductor.  The conversion to 65-nanometer
production in Fab 36 is on track, with revenue shipments planned
for the fourth quarter.

Third quarter gross margin was 51.4%, compared to 56.8% in the
second quarter of 2006 and 55.4% in the third quarter of 2005.
The gross margin decrease was largely due to lower desktop
processor ASPs which caused a decline in overall processor ASPs.

AMD expects demand for its products to be seasonally strong in the
fourth quarter and sales to increase sequentially.

                            About AMD

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

                        *     *     *

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

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


AERCO LTD: Moody's Reviews Junked Notes Rating and May Downgrade
----------------------------------------------------------------
Moody's Investors Service puts on watch for possible downgrade six
classes of pooled aircraft lease-backed notes issued by AerCo
Limited Trust.

There are two collection top-up accounts supporting the AerCo
transaction.  The first top-up amount, fully funded at
$30 million, primarily supports expenses and Class A interest. The
second top-up account supports the next priorities in the
waterfall, including first Class A minimum principal, Class B
interest and minimum principal, Class C interest and minimum
principal, and finally Class D interest and minimum principal. The
second top-up account, currently funded at $28 million, is
expected to be depleted during the first half of 2007, at which
time cash flows available to this portion of the waterfall are
expected to decline significantly.

Moody's review will focus on the degree to which proceeds
generated by the aircraft portfolio are likely to support debt
service under each of the Notes being placed under review today,
as well as the degree of credit support available to each of the
Notes.

These are the rating actions:

   * Under Review for Possible Downgrade:

     -- $539 Million Class A-3 Floating Rate Notes due July 2025,
        rated Baa3

     -- $98.9 Million Class A-4 Floating Rate Notes due July
        2025, rated A1

     -- $38.6 Million Class B-1 Floating Rate Notes due July
        2023, rated B1

     -- $61.5 Million Class B-2 Floating Rate Notes due July
        2025, rated B1

     -- $73.5 Million Class C-1 Floating Rate Notes due July
        2023, rated Caa1

     -- $73.3 Million Class C-2 Floating Rate Notes due July
        2025, rated Caa1


AFC ENTERPRISES: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the restaurant sector, the rating agency revised
its Corporate Family Rating for AFC Enterprises Inc. from B1 to
B2.

Additionally, Moody's affirmed its B1 ratings on the company's
$190 million Guaranteed Senior Secured Term Loan B Due 5/2011 and
$60 million Guaranteed Senior Secured Revolver Due 5/2010.
Moody's assigned the debentures an LGD3 rating suggesting lenders
will experience a 31% loss in the event of default.

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

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

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

AFC Enterprises Inc. engages in the development, operation, and
franchising of quick-service restaurants.  Its restaurants offer
food and beverage products.  As of Dec. 25, 2005, the company
operated 1,828 Popeyes restaurants in the United States, Puerto
Rico, Guam, and 24 foreign countries.  AFC Enterprises was founded
in 1972 and is headquartered in Atlanta, Georgia.


ALASKA AIR: Posts $17.4 Million Net Loss in Third Quarter of 2006
-----------------------------------------------------------------
Alaska Air Group Inc. reported a third quarter net loss of
$17.4 million compared with net income of $90.2 million in the
third quarter of 2005.

The 2006 results include charges related to the buyout of five
MD-80 leases and a voluntary severance program in connection with
a new labor contract, as well as mark-to-market fuel hedging
losses related to contracts that settle in future quarters and the
reclassification of previously recorded mark-to-market gains on
hedges that settled during the quarter.

The 2005 results included mark-to-market fuel hedging gains, a
refund of Mexico navigation fees and a nominal adjustment to
previously recorded restructuring charges.

Excluding the impact of these items, the company would have
reported net income in the third quarter of 2006 of $77.9 million
compared with $71.5 million in the third quarter of 2005.

"The quarter's adjusted net profit reflects the hard work of
employees across our system and the progress we are making on our
plan," chief executive officer Bill Ayer said.

"However, slower unit revenue growth toward the end of the quarter
underscores the need to continue to reduce costs and improve
processes in order to offer our customers a product they prefer at
a price they are willing to pay."

In previous quarters, Alaska Air Group excluded from adjusted
earnings its mark-to-market fuel hedging gains related to
contracts that settle in future quarters.  Consistent with that
practice, the company excluded from the current quarter's adjusted
results the mark-to-market fuel hedging losses that settle in
future quarters.  While the recent decline in fuel prices has
caused the value of the portfolio to decline, it is still in the
money.  The fuel-hedging program saved the company approximately
$27.4 million in economic fuel expense during the third quarter.

During the quarter, the company accrued an additional $1.7 million
for Horizon Air employees and $3.3 million for Alaska Airlines
employees in connection with various gain-sharing plans, for a
year-to-date total accrual of approximately $24 million.

In addition, Alaska Airlines contributed $72 million to its
defined benefit plans during 2006, and $265 million since
Sept. 11, 2001.

Alaska Airlines' passenger traffic in the third quarter increased
6% on a capacity increase of 5.6%.  Alaska's load factor increased
0.2 percentage points to 79.2%, compared with the same period in
2005.

Alaska's operating revenue per available seat mile (ASM) increased
4.4%, while its operating cost per ASM excluding fuel, and the
noted items decreased 2.7%.

Alaska's pretax loss for the quarter was $27.9 million, compared
with pretax income of $133.0 million in 2005.  Again, excluding
the noted items, Alaska would have reported pretax income of
$115.3 million for the quarter, compared with $106.0 million in
the third quarter of 2005.

Horizon Air's passenger traffic in the third quarter increased
5.7% on a 4.4% capacity increase.  Horizon's load factor increased
by 0.9 percentage points to 75.9%, compared with the same period
in 2005.

Horizon's operating revenue per ASM increased 9.9%, and its
operating cost per ASM excluding fuel increased 8.4%.  Horizon's
pretax income for the quarter was $5.9 million, compared with
$17.3 million in 2005.  Excluding the mark-to-market fuel hedge
adjustments, Horizon's pretax income would have been $15.1 million
for the quarter, compared with $14.4 million in the third quarter
of 2005.

Alaska Air Group had cash and short-term investments at Sept. 30,
2006, of approximately $1.1 billion compared with $983 million at
Dec. 31, 2005.

The company's debt-to-capital ratio, assuming aircraft operating
leases are capitalized at 7x annualized rent, was 69% as of
Sept. 30, 2006, compared with 73% as of Dec. 31, 2005.  The
decrease from Dec. 31, 2005, is primarily due to the conversion to
equity of its senior convertible notes in April 2006, offset by
the $41.0 million net loss for the nine months and an increase in
our outstanding debt resulting from new aircraft financings.

At Sept. 30, 2006, the Company's balance sheet showed
$4.140 billion in total assets, $3.175 billion in total
liabilities, and $965 million in total stockholders' equity.

Seattle, Wash.-based Alaska Air Group, Inc. (NYSE: ALK) --
http://alaskaair.com/-- is a holding company with two principal
subsidiaries, Alaska Airlines, Inc. and Horizon Air Industries,
Inc.  Alaska operates an all-jet fleet
with an average passenger trip length of 1,009 miles.  Alaska
principally serves destinations in the state of Alaska and
North/South service between cities in the Western United States,
Canada, and Mexico.  Horizon operates jet and turboprop aircraft
with average passenger trip of 382 miles.  Horizon serves 40
cities in seven states and six cities in Canada.

                          *     *     *

Standard & Poor's Rating Services revised its outlook on Alaska
Air Group Inc. to stable from negative.  The ratings on Alaska Air
Group and its major operating subsidiary, Alaska Airlines Inc.,
including the 'BB-' corporate credit rating on both entities, were
affirmed.


ALLIANCE ATLANTIS: Motion Picture Deal Cues Moody's Ratings Review
------------------------------------------------------------------
Moody's Investors Service placed the Ba2 Corporate Family, Ba1
Senior Secured and Ba3 Probability of Default ratings of Alliance
Atlantis Communications Inc. under review for possible upgrade.

The rating action follows AA's recent announcement that it will
explore ownership alternatives for its 51% interest in Motion
Picture Distribution LP.  The initiation of the review also
reflects the reasonably strong performance of AA's core
broadcasting and CSI franchise assets, which are producing
meaningful free cash flow in relation to debt levels.

The rating review will focus on:

   (1) Moody's expectation for the sale of MPD to occur in whole
       or in part;

   (2) AA's plans for any resulting cash proceeds in context of
       the company's stated capital structure target range of
       1.5x to 2.5x net debt to EBITDA;

   (3) the future prospects for AA's core broadcasting and CSI TV
       franchise assets; and,

   (4) Moody's expectations that management may divert cash to
       shareholders via continued share buy backs or through the
       implementation of a dividend.

Ratings placed under review for possible upgrade:

     -- Corporate Family Rating, Ba2

     -- Probability-of-Default rating, Ba3

     -- Senior Secured rating, Ba1

     -- Loss-Given-Default rating for Senior Secured debt, LGD2
       (26%)

Alliance Atlantis Communications Inc., headquartered in Toronto,
Canada, is specialty channel broadcaster with a 50% ownership
interest in the CSI TV franchise.


ALLIED HOLDINGS: Seeks 12-Week Extension on Exclusive Periods
-------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia to grant a
twelve-week extension of the periods during which they have the
exclusive right to:

    * propose and file a plan of reorganization through and
      including January 17, 2007; and

    * solicit acceptances of that plan through and including
      March 21, 2007.

Jeffrey W. Kelley, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, discloses that since the third exclusivity order, the
Debtors have concentrated on resolving issues facing their
estates, including:

    (a) reviewing additional assets available to offer for sale;

    (b) negotiating terms for a lease with the city of New York;

    (c) negotiating terms for the sale of real property located in
        Windsor, Ontario, Canada;

    (d) litigating adversary proceedings against entities
        wrongfully possessing estate property;

    (e) continuing to review and evaluate executory contracts and
        unexpired leases;

    (f) continuing to analyze and manage prepetition tort claims;

    (g) restructuring insurance claim administration systems and
        retaining necessary providers;

    (h) negotiating with various equipment lessors regarding
        equipment lease issues;

    (i) continuing to provide information to, and maintain
        discussions with, the Official Committee of Unsecured
        Creditors;

    (j) bargaining with the International Brotherhood of Teamsters
        for modifications to the existing collective bargaining
        agreement with Teamster-represented employees in the U.S.;
        and

    (k) obtaining an agreement for return of collateral from
        Kemper Insurance Companies.

The Debtors have also successfully stabilized their business
operations; obtained commitments for additional financing;
continued to cultivate critical business relationships; and
maintained the quality of customer service, Mr. Kelley relates.

An extension, however, is warranted because of certain unresolved
contingencies in the Debtors' Chapter 11 cases including
obtaining price increases from customers and seeking wage and
benefit relief from the Teamsters, Mr. Kelley explains.
The extension will not result in a delay of the plan process but
will permit the process to move forward in an orderly fashion,
Mr. Kelley assures Judge Drake.

The Court will convene a hearing on November 8, 2006, to consider
the Debtors' request.  Since the exclusive period to file a plan
currently expires on November 1, the Debtors ask the Court for an
interim extension of their Exclusive Filing Period until the
conclusion of that hearing.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service, Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


ANGUS PETROLEUM: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Angus Petroleum Corp.
                1901 California Street
                Huntington Beach, CA 92648

Case Number: 06-11914

Involuntary Petition Date: October 25, 2006

Chapter: 11

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Petitioner's Counsel: M. Jonathan Hayes, Esq.
                      21800 Oxnard Street, Suite 840
                      Woodland Hills, CA 91367
                      Tel: (818) 710-3656

   Petitioner                  Nature of Claim   Claim Amount
   ----------                  ---------------   ------------
Energy Development Corp.       Non-reimbursed        $202,115
P.O. Box 491                   Utility and
Huntington Beach, CA 92648     Legal Expenses


ASARCO INC: Fitch Affirms then Withdraws Default Ratings
--------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn these
ratings for Asarco Inc.  Fitch has withdrawn the ratings
consistent with its policies and will no longer provide ratings or
analytical coverage of Asarco.

    -- Issuer Default Rating (IDR): 'D'
    -- $100 million notes due 2013: 'D'
    -- $150 million notes due 2025: 'D'


AUSTIN CONVENTION: Moody's Assigns Ba2 Rating to $90.8 Mil. Bonds
-----------------------------------------------------------------
Moody's Investors Service assigned a Baa3 underlying rating to
$164 million Austin Convention Enterprises, Inc. Convention Center
Hotel First Tier Revenue Refunding Bonds, Series 2006A and a Ba2
rating to $90.8 million Second Tier Revenue Refunding Bonds,
Series 2006 B.

The outlook is stable.

The Third Tier Revenue Refunding Bonds, 2006 C bonds do not carry
an underlying rating.  The project was completed as scheduled and
within budget, and opened for service as the Hilton Austin in Jan.
2004.

The rating acknowledges the competitive nature of hotel properties
and the inherently volatile nature of the hotel industry and
convention center business.  The rating also reflects the
project's good operating and financial performance achieved during
its nearly three years of operations, and our expectation that
these favorable trends will continue through the ramp up period.
The rating further reflects the strong demand for hotels in the
downtown Austin market (city of Austin rated Aa1), and the
absorption of the additional supply created by this hotel.

Use of proceeds.

Refund and restructure the outstanding Series 2001 A, Series 2001
B and Series 2001 C bonds issued to finance construction of an
800-room full service convention center headquarters hotel and
garage located in downtown Austin, Texas.

Legal security.

Pledge and assignment of net revenues of the project, a debt
service reserve fund and other reserves including the cash trap
fund, operating reserve and bond redemption fund, and a first lien
mortgage on the project.

Interest rate derivatives.

None.

Strengths:

   -- Hotel opened on-time and within budget and full ramp-up is
      expected by 2008;

   -- Austin competes well with other cities for convention
      business; State government, University of Texas and high-
      tech industry creates demand; the airport is located 8
      miles southeast and has shown steady growth in
      enplanements;

   -- New facility located adjacent to convention center and
      within walking distance to the city's entertainment
      districts;

   -- Strong management provided by Hilton (corporate family
      rating Ba2) and marketing of the facility by the Convention
      and Visitor's Bureau and Hilton;

   -- Early redemption of bonds using one-half of excess revenues
      will shorten the expected average life.  Debt service
      increases modestly and debt service coverage is expected to
      strengthen over time;

   -- Fixtures, Furniture & Equipment and reserve requirements
      are consistent with industry norms

Challenges.

   -- Increased first tier debt; while total debt service
      expected to be less after this restructuring, first tier
      debt service will increase;

   -- Occupancy and rates are subject to economic cycles and
      demand is sensitive to national and regional economic
      performance, trending closely to GDP;

   -- Competition for convention center business is strong;

   -- Increased competition from new additions to the city's
      hotel inventory;

   -- Staying competitive as the facility ages is a longer term
      challenge which is mitigated by FF&E investment

Market Position/Competitive Strategy:

   -- Hotel captures good market share.

The hotel achieved strong occupancy rates during its nearly three
years of operations, and is on track to meet its projected
74% occupancy for the year ending Dec. 31, 2006.  This indicates
strong demand for the hotel, and shows improvement from the
67.1% occupancy rate achieved in 2004.  Moody's believes the
stabilized occupancy rate of 76% in 2008 will likely be reached.
The hotel also achieved strong average daily rates of nearly
$142 in 2005 and based on this pace the hotel is expected to reach
its projected ADR of $154.5 in 2006, but will need to continue to
increase its ADR in 2007 and 2008 by 7.6% and 5.6%, respectively,
to reach its projected ADR of $175.63 in 2008. After 2008 the
projections include a more modest ADR growth rate of 3% annually.
Actual performance, to date, is moderately lower than the
originally forecast rate of $155 in 2005 and $168 in 2006.
Providing the Austin area economy continues its growth, the
projected ADR appears achievable.  Occupancy and ADR are subject
to both regional and national economic cycles as well as
competition from new and existing hotel inventory in the growing
downtown Austin market.  Based on year to date performance data,
RevPAR (ratio of total annual room revenue divided by available
rooms) is expected to compare very favorably to the average RevPAR
achieved by the hotel's four primary competitors.

In Moody's opinion, the continued success of the hotel will rely
on a combination of increased demand, growth in market share, and
increasing operating margins to achieve the projected debt service
coverage levels.  In the near term the hotel is expected to draw
roughly 60% of its demand from the meeting and group segment of
the market, consistent with its position as the headquarters hotel
for the Austin convention center, its location adjacent to the
convention center and its larger size.  Individual business and
leisure travelers will account for the remaining 40% of demand.
In future years, management expects to re-position the hotel so
that the group segment drops to a more moderate share of total
room night demand and the individual segment increases.  The
hotel, in coordination with Hilton's national sales team, expects
to drive this demand through brand loyalty to the Hilton Honors
program and its business class offerings.  While occupancy is
expected stabilize, the hotel expects this strategy will
successfully drive up room rates. Hotel management expects to
achieve higher than average profit margins on rooms as well as
food and beverage items, which is mostly related to high catering
volume expected at this hotel. The project is also exempt from
real estate taxes.

The historic and projected demand and supply of full service
hotels in Austin is a key element of the investment grade rating
on the first tier bonds.  The hotel is located in downtown Austin,
adjacent to the Austin Convention Center which doubled in size in
2002.  The hotel competes with upscale hotels in downtown Austin
and has identified four primary competitors with a total supply of
about 1,400 rooms.  Due to the impact of September 11 along with
the national economic recession and the slowdown of Austin's
technology boom, average occupancy rates for the competitive set
dropped to a low-point of 64.6% and the ADR declined to $124.42 in
2001.  The Austin hotel market has since recovered and appears
strong.

Additionally, the downtown Austin hotel market appears to have
absorbed the additional rooms added by the Hilton.  Since 1995,
room count has increased 2.5 times and occupancies appear on track
to meet pre-2001 levels.  The strong economy of the Austin area is
a key driver of demand for hotels.  Austin is the state capital.
While the biennial state legislative sessions have resulted in
peak and off year hotel demand, the drop in the off years has
moderated, resulting in a fairly stable annual demand. Austin is
also home to the University of Texas' flagship campus, and has
grown as a location for technology related industries. Large
private employers include Dell Computer, Motorola, and IBM.

Advance booking of rooms and convention space by the Austin
Convention and Visitors Bureau is a key strategy to fill rooms at
higher room rates.  Roughly 600 out of 800 available rooms are
held for advance booking of group business through a room block
commitment agreement.  Hilton sets a goal of booking 80% of
targeted room nights at least two years in advance and expects to
command higher room rates on advance bookings.  Austin's advance
bookings pace appears strong for the next two years.  While
competition for convention center business is strong, Austin
should compete well given it popularity as a tourist destination.
Austin's primary competitors for convention business include
Dallas, Houston, San Antonio, St. Louis and Kansas City.

Financial position and performance:

   -- positive cash flow expected to cover bonds; and,

   -- project will rely on increased demand, growing market share
      and high operating margins

The project is expected to generate $19.4 million in revenues
available for debt service in 2006, which would provide
approximately 3.8 times (x) coverage of first tier debt service
and 1.6x coverage of second tier debt service after this
restructuring.  Debt service is structured to increase at a very
modest 1.1% per year from 2007, (excluding the sizable principal
payment in 2034, the final maturity of the bonds).  First tier
debt service coverage is projected to grow from a low of 2.5x in
2008 to in excess of 4x while second tier debt service coverage is
projected to grow from a low of 1.40x in 2008 to approximately 2x.
The current first tier debt service coverage level provides
sufficient margins should operating assumptions prove overly
aggressive.  Furthermore, first lien debt service could withstand
a drop in occupancy and ADR more severe than was felt during the
post-September 11th economic downturn.  Second tier debt service
coverage would likely not provide sufficient margin if a downtown
similar to that seen in 2001 occurred and operating reserves would
likely need to be drawn upon.

However, the modest year over year increases in total debt service
is a strength, and first and second tier debt service could be met
even if net operating income were flat at the 2006 level, through
at least 2013.

Moody's will continue to monitor the project's ability to generate
sufficient cash flow to reinvest in the project's FF&E, which
typically require replacing every 7 to 10 years.  Failure to make
these reinvestments could undermine the project's long-term
competitive position and financial performance, especially as new
hotel rooms are added in the growing downtown area.  The project
is required to set aside each year up to 4% of gross operating
revenues in the Renewal and Replacement Fund, and beginning in
2013 an additional 2% in the Supplemental Renewal and Replacement
Funds also must be set aside.

Indenture provides for strong bondholder security; and, cash flow
shortfall on second tier bonds would reduce reserves available to
senior lien bondholders

In Moody's opinion, the indenture provides strong bondholder
security, which is necessitated by the single asset nature of the
project.  The bonds are secured by the net revenues of the
project, gross revenues less operating and maintenance expenses.
Approximately one-third of the management fee will be subordinated
to debt service.  Revenues for the First Tier and Second Tier
bonds are required to equal 1.20 times.  Additional bonds, except
for refunding bonds, must provide 2.5 times debt service coverage.

The project currently has adequate reserves.  The First and Second
Tier bonds are secured by a debt service reserve equal to average
annual debt service.  The Second Tier debt service reserve will be
funded at $10 million, in excess of the approximate $7.5 million
average annual debt service reserve fund requirement on the second
tier bonds.  The First Tier bondholders will also have recourse to
the $5 million cash trap fund, subordinate management fee fund,
third tier debt service account, supplemental reserve and renewal
and replacement fund and operating reserves available above the
minimum $1 million operating reserve fund required by the
indenture (projected to be funded at $8 million from proceeds)
before second tier debt service and first tier debt service
reserve funds are drawn upon. The second tier bonds would also
have access to the cash trap, but not below $1 million, the
subordinate management fee fund, the third tier debt service
account and a portion of the supplemental renewal and replacement
funds and operating reserves.  The indenture provides that excess
net revenues available after debt service and other deposits be
used to fill up a Supplement Renewal and Replacement Fund equal to
2% of gross operating revenues beginning in 2013.

Total bonds outstanding will be approximately $270 million, with
first tier bonds comprising nearly 61% of the total debt and
second tier bonds comprising 33%.  The Third Tier Bonds are to be
privately placed with the project developer.  The City of Austin
contributed a grant of $15 million and will be paid back from a
distribution of the excess funds after the 50% of excess revenues
are set aside for bond redemptions.  The debt is scheduled to
amortize over 28 years, with final maturity in 2034, however, with
the projected bonds redemptions, bonds are expected to be retired
by 2026.

Debt stratification provides cushion to the First Tier
bondholders.  If the project cannot cover subordinate debt
service, the Second Tier bonds would have access to a portion of
the reserves held by the trustee, which would reduce the amount of
reserves available to first tier bondholders.  Depletion of
reserves and failure to generate the cash flow needed to fill up
the renewal and replacement funds could have a negative impact on
the long term viability of the hotel and put downward pressure on
the ratings.  However, Moody's believes the project would need to
be in a position of stress for an extended period of time before a
substantial portion of the reserves were drawn down.

The bonds are secured by a deed of trust to the property.  No
event of default on the second tier bonds can occur while there
are first tier bonds outstanding and similarly, no event of
default on the third tier bonds can occur while first and second
tier bonds are outstanding.
Outlook

The outlook on the bonds is stable based on our expectation that
net revenues combined with operating and debt service reserve
funds will continue to provide adequate security for First and
Second Tier bonds.

What Could Change the Rating - up

A track record of better than projected revenues and improvement
in the debt service coverage margins, maintenance of excess
operating reserves and implementation of planned bond redemptions
could result in an upgrade.

What Could Change the Rating - down

Lower than projected revenues and margins which are unable to
withstand an economic downturn could result in a downgrade.

Key indicators:

   * Hotel management: Hilton

     -- Rooms: 800

     -- Year opened: 2004

     -- Projected stabilized year: 2008

     -- Occupancy, 2005 (2008): 73.2% (76%)

     -- ADR, 2005 (2008): $142 ($176)

     -- RevPar 2005 (2008): $104 ($117)

     -- First Tier Debt Service Coverage, 2006 (2008): 3.8x
       (2.5x)

     -- Second Tier Debt Service Coverage, 2006 (2008): 1.6x
       (1.4x)

Rated debt:

               -- Series 2006 A, $164 million
               -- Series 2006 B, $90.4 million
               -- Series 2006 C, $15 million


BANCO BHD: Fitch Holds Individual Rating at D with Stable Outlook
-----------------------------------------------------------------
Fitch Ratings has affirmed these Dominican Republic-based Banco
BHD ratings:

    -- Long term foreign and local currency Issuer Default Ratings
       at 'B';

    -- Short-term at 'B';
    -- Support at '5';
    -- Individual at 'D'.

In addition, Fitch has affirmed BHD's Long Term National Rating
and Short Term National Rating at 'A(dom)' and 'F-1(dom)'.  The
Outlook for the Issuer Default rating is Stable.  BHD ratings
reflect its diversified retail deposit base, significant market
share, adequate liquidity, competent management and its robust
shareholder structure.  Despite its recent improvement, asset
quality and profitability ratios still compare weakly by
international standards, as well as its thin capital levels within
a competitive operating environment.

BHD's conservative management and the benefits of a less volatile
operating environment have allowed the bank to enhance most of its
performance ratios, although burdens imposed by lower interest
rates and high overheads still affect the banks profitability
ratios.  Despite a dramatic increase to 1.6% in BHD's ROAA at the
end of 2005 from less than 1% during 2004, this ratio still ranks
lower than the market average.  The overhaul of the risk
management area, more successful collection efforts and the
positive results of the bank's conservative approach towards
lending have sustained a positive improvement in BHD's asset
quality ratios. After a peak of 9% of total loans at the end of
2004, impaired loans (including installments in arrears) have
improved to 4.6% of total loans at the end of March 2005, while
loan loss reserves covered more than 180% the impaired portfolio,
one of the highest levels among Dominican banks.

After a significant increase in 2004, BHD's securities portfolio
has represented a significant part of total assets, reaching 32%
of total assets in 2005 (26% in 2004).  A significant portion of
the portfolio is comprised of Central Bank securities which
represented 1.2 times (x) equity at that date, similar to its
competitors but considered high in view of the low sovereign
rating (LTLC: B) and its decreasing yields.  Conservative cash
dividends, slow asset growth, and subordinated debt holdings
($20 million) have benefited BHD's capital ratios.  At the end of
March 2006, BHD had an equity to assets ratio of 8.8% and a total
capital ratio of 14.7%.  However, the significant burden imposed
by the bank's holding of fixed and foreclosed assets (70% in total
at the end of March 2005) and some revaluations of fixed assets,
diminishes the quality of the aforementioned ratios.

As of March 2006, BHD ranked third out of 12 commercial banks,
with a 13% market share by total assets.  Grupo BHD controls 60%
of Centro Financiero BHD, the bank's holding company is one of the
largest economic groups in the Dominican Republic. BHD enjoys
close cooperation with Banco Sabadell of Spain and Banco Popular
de Puerto Rico (Popular PR), who together control the remaining
40% of Centro Financiero BHD.  BHD's ownership structure is unique
among Dominican banks, which allows it to benefit from close
cooperation with its foreign shareholders.


BC EXPERIENCE: Unsecured Creditors Will Not be Paid, Trustee Says
-----------------------------------------------------------------
In a meeting, equivalent to a Section 341 meeting in the U.S.,
Gene Drennan, Bankruptcy Trustee of The BC Experience, told the 28
creditors who attended that they will not get anything.

Royal Bank of Canada, the only secured creditor of BC Experience,
is owed $6.06 million.  The Bank is entitled to receive the
proceeds if the tourist-attraction company will sell its assets.

BC Experience owed approximately $2.978 million to more than 200
unsecured creditors.

The BC Experience filed for creditor protection on Sept. 19, 2006
under Companies' Creditors Arrangement Act and later filed
Sept. 29, 2006, for bankruptcy under Bankruptcy & Insolvency Act.

Victoria, British Columbia-based The BC Experience --
http://www.bcexperience.info/-- features a three-dimensional map
of British Columbia inside Victoria's historic Crystal Garden
building.  Exhibits, artifacts, images, videos, interpreters, and
live performers tell the stories of B.C.'s geography and geology,
wildlife, aboriginal cultures, myths and mysteries, heroes and
outlaws, and celebrities and characters.


BLEECKER STRUCTURED: Asset Defaults Cue Moody's to Junk Ratings
---------------------------------------------------------------
Moody's Investors Service disclosed that it has downgraded the
ratings on the notes issued in 2000 by Bleecker Structured Asset
Funding, Ltd., a managed collateralized debt obligation issuer:

   * The $45,000,000 Million Class A-1 First Priority Senior
     Secured Floating Rate Notes Due April 1, 2035

     -- Prior Rating: Baa3, on watch for possible downgrade
     -- Current Rating: Ba3

   * The $315,000,000 Million Class A-2 First Priority Senior
     Secured Floating Rate Notes Due April 1, 2035

     -- Prior Rating: Baa3, on watch for possible downgrade
     -- Current Rating: Ba3

   * The $40,000,000 Million Class B Second Priority Senior
     Secured Floating Rate Notes Due April 1, 2035

     -- Prior Rating: Ca, on watch for possible downgrade
     -- Current Rating: C

Moody's reported that the rating actions reflect the deterioration
in the credit quality of the transaction's underlying collateral
portfolio, consisting primarily of asset-backed securities and
related synthetic securities, as well as the occurrence of asset
defaults and par losses, and the continued failure of certain
collateral and structural tests.


BOMBARDIER INC: Aerospace Unit Cuts 1,330 Jobs in Canada
--------------------------------------------------------
Bombardier Aerospace is adjusting its regional aircraft production
rates to reflect current market demand.  As a result, the
production rate for its CRJ700/900 regional jets will be reduced.
This will be partly offset by an increase in the Q400 turboprop
production level in response to the growing need for this type of
cost efficient regional airliner, which is ideally suited to
short-haul routes.  Bombardier will adjust its workforce level
accordingly.

By the end of the current fiscal year 2006/07, the workforce level
at Bombardier's Toronto facility where the Q-Series and Global
aircraft are manufactured will have risen by over 800 employees to
reflect the increase in production levels.

However, the company expects that the adjustment in the CRJ700/900
regional jets production rate will result in a workforce reduction
of approximately 1,330 employees, including management, at its
Montreal-area facilities and at its Belfast site over a nine-month
period starting October 2006.

Total Bombardier Aerospace employment as of July 2006 was
approximately 26,900.  The overall workforce level has remained at
a similar level since January 2004.

                Impact on Manpower Level by Sites

       Site            # of layoffs          Employees to leave
       ----            ------------          ------------------
       Belfast             645              Starting January 2007

       Montreal Area       485              Starting late November

       Management and
       other salaried
       employees in
       Canada              200              Starting October 2006
                      -------------
       Total             1,330

Severance costs associated with the layoffs will total
approximately $31 million and the majority of these costs will be
expensed through the normal course of operations in the third
quarter of the current fiscal year 2006/07 (year ending January
31, 2007).

Total Bombardier aircraft deliveries for the current fiscal year
2006/07 are expected to remain at a similar level to that of last
fiscal year 2005/06 (year ending January 31, 2006), but with a
different product mix.

"We lead the regional aircraft market with 1,376 deliveries of our
CRJ Series and 749 deliveries of our Q-Series regional aircraft,
including more than 320 deliveries of our CRJ700/900 regional jets
and over 350 deliveries of Q300/400 turboprop aircraft as of July
31, 2006.  Recent orders for both our larger 90-passenger CRJ900
aircraft from Northwest Airlines and My Way Airlines and 70-seat
Q400 aircraft from Frontier Airlines and Luxair demonstrate that
we have the right products for operators looking to take advantage
of our regional aircraft's competitive operating economics," said
Pierre Beaudoin, President and Chief Operating Officer, Bombardier
Aerospace.

"The restructuring of the airline industry continues, with
relatively few orders for regional jets in the 70- to 90-seat jet
category being awarded in recent years.  This situation should
improve as attested by the numerous sales campaigns we are
actively pursuing.  However, we must be prudent and manage
proactively our CRJ700/900 jets production schedule in the short
term to ensure we achieve our goal of increased profitability and
our success in the long term.  This means making difficult but
necessary decisions.  We recognize the impact this decision will
have on our affected employees and we will treat them fairly and
with respect," Mr. Beaudoin added.

The production rates will be adjusted:

     -- For the 70-passenger CRJ700 and 90-seat CRJ900 regional
        jets, starting November 2006, a reduction to a rate of one
        aircraft produced every five days from a rate of one
        aircraft every three days, or a total of approximately 65
        deliveries in the current fiscal year 2006/07 (year ending
        January 31, 2007) and approximately 50 deliveries in the
        next fiscal year 2007/08 (year ending January 31, 2008).

     -- For the Q-Series turboprop family, which includes the
        Q200, Q300 and Q400 airliners, starting in October 2006,
        the increase in the Q400 production level will result in a
        total of approximately 50 Q-Series deliveries in the
        current fiscal year 2006/07 and approximately 65 Q-Series
        deliveries in the next fiscal year 2007/08.

While the order level for larger regional jets is still
challenging, the order book for turboprops is growing.
Furthermore, orders and deliveries of business aircraft continue
to rise year over year.  Bombardier is ideally positioned in
corporate aviation, with the broadest and most modern line-up of
business aircraft to meet strong demand in North America and
Europe and growing interest in the Asia-Pacific region.  According
to the latest General Aviation Manufacturer Association figures
for the first half of 2006, Bombardier is a leader with 30% of all
business jet deliveries.

                      About Bombardier Inc.

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.

                         *     *     *

Bombardier Inc.'s 6.3% Notes due 2014 carry Moody's Investor
Service's Ba2 rating and Standard & Poors' and Fitch Ratings' BB
ratings.


BORALEX INVESTMENT: Moody's Puts Ba3 Rating on Proposed $80MM Loan
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Boralex
Investment LP's proposed $80 million senior secured term loan due
October 2013.

The rating outlook is stable.

Proceeds from the proposed term loan will be used to fund:

   -- a 12-month debt service reserve account ($6.8 million);

   -- a maintenance reserve ($5.0 million);

   -- planned capital expenditures at Boralex's Livermore Falls
      biomass facility ($15.0 million); and,

   -- to repay existing indebtedness at Boralex's Stratton
      biomass facility ($4.5 million) and pay transaction fees
      and expenses ($6.7 million).

Remaining proceeds may be distributed by Boralex to its Canadian-
based parent Boralex Inc. or used for general corporate purposes
in the U.S. or abroad.  The term loan is non-recourse to Boralex
Inc.

The Ba3 rating acknowledges Boralex's diversified portfolio of
power stations and revenue stream.  The portfolio consists of five
wood-residue generating facilities (the biomass facilities) with
186 megawatts of aggregate generating capacity and five
hydroelectric facilities with 22.7 megawatts of aggregate
generating capacity.  These facilities are located in Maine and
New York and support the sale of power and ancillary services to
three established and distinct power markets (NYISO, NEPOOL and
the Maritimes Control Area).

These facilities are operational, have life-cycles that extend
beyond the tenor of the proposed financing, and have demonstrated
reasonably reliable operating histories.  Furthermore the assets
are unencumbered from restrictions that would prevent Boralex from
utilizing the cash generated through operation of these assets.

Boralex's biomass facilities primarily use wood chips and mill
residue as feedstocks and qualify through December 31, 2009 for
Production Tax Credits.  As part of this proposed transaction,
Boralex will monetize the PTCs with an Aa2 rated financial
institution.  The monetization is expected to generate
approximately $30 million of cash flow in the aggregate through
December 31, 2009 of which $15 million will be paid upon closing
of the transaction.  The PTC cash flows, excluding the
$15 million paid upfront, will be deposited into a restricted
revenue account and flow through a waterfall structure for the
benefit of Boralex's lenders.

Other sources of revenue include the sale of power under existing
purchase power agreements, the sale of renewable energy credits,
the sale of capacity and the sale of power into wholesale power
markets.

The primary purchase power agreement is with a subsidiary of WPS
Resources Corporation (WPS: A1 senior unsecured, under review for
possible downgrade) for power generated by two of Boralex's
biomass facilities with a combined generated capacity of 76
megawatts.

These facilities are located in Maine and the WPS subsidiary uses
the purchased power to meet its obligations as a standard offer
provider in Northern Maine.  The involved parties are currently
finalizing negotiations to extend the power purchase agreement
beyond December 31, 2006.

An important element of Boralex's business plan is to be an
approved renewable energy producer and to generate incremental
revenue by selling allotted REC's.  The only Boralex facility to
generate revenue through the sale of REC's, both on a spot basis
and under contractual arrangements, is the Stratton facility.
Moody's expects that the Chateaugay and Livermore Falls facilities
will generate REC revenue during the tenor of the financing.  That
being said, the ultimate price received for REC's is highly
dependent on developing markets that to date have shown
considerable variability in pricing.

In assigning the rating, Moody's also considered structural
features, including a $6.8 million cash funded debt service
reserve account that will be sized to provide 12-months of debt
service, a $5 million cash funded maintenance reserve account and
an annual 85% cash sweep of excess cash flow (decreasing to 75%
after December 31, 2009) with proceeds to be used for debt
prepayment above the scheduled amortization of 1% per annum.
Moody's views these structural features positively, as they
provide some degree of protection against fluctuations in
commodity prices and costs associated with unexpected outages.

Limiting factors for the rating include a modest amount of
contractual cash flow relative to the generating capacity of the
portfolio, the reliance on cash flow from the sale of uncontracted
energy and capacity, and the biomass facilities' relatively high
cost of production.

Furthermore, the cost for wood residue has been increasing due to
a combination of higher transportation costs and tightened supply.
Boralex's wood residue purchasing position is largely unhedged
beyond 2007.

Boralex's biomass facilities require on average 1.6-1.7 tons of
wood residue to generate a megawatt hour of electricity.  At an
average cost of $23.00 per ton of wood residue, the biomass
facilities need power prices to be approximately $40 per megawatt
hour to cover production costs.  While current market conditions
for power prices in the northeast United States are generally
favorable, one facility was temporarily mothballed as recently as
2004 due to poor market conditions.

Boralex's base case financial forecast model, which assumes
relatively robust market prices for power and capacity, shows full
repayment by 2010.  The actual size of refinancing however will
largely be determined by the prevailing market prices for the sale
of Boralex's uncontracted capacity and energy.

Moody's analysis focused on historical cash flow generation,
assumed a likelihood of extension of certain existing power
purchase agreements, and assessed scenarios for the timing and
pricing of renewable energy credits and a gradual decline in power
prices.  Analysis that assumed gradual decline in the wholesale
power market and increased REC revenue suggests that the
refinancing need in 2013 is likely to be manageable, given the
expected cash flow generation from the hydroelectric facilities.

Moody's analysis considered the risk that Boralex could be drawn
into bankruptcy in the event of a bankruptcy filing by its parent
Boralex Inc., through substantive consolidation or a voluntary
filing.  The ratings considered that Boralex is a separate legal
entity whose assets, cash receipts, records, and accounting are to
be maintained separately from those of Boralex Inc.  One of the
three managers constituting the Board of Control is required to be
independent, and an affirmative vote of the independent director
will be required for certain actions, including a voluntary
bankruptcy filing.

The stable outlook reflects currently favorable market conditions
and expected cash flows associated with the monetization of PTC's.

The rating is predicated upon the expectation that final
documentation will be consistent with Moody's current
understanding of the transaction structure.

Boralex Investment LP is a wholly-owned subsidiary of Boralex Inc.
Boralex Inc. is based in Montreal, Canada, and owns and operates
20 power generation sites in the northeastern United States,
Canada and France that have a combined installed capacity of 315
megawatts.


C-BASS: Moody's Places Ba2 Rating on Class B-4 Certificates
-----------------------------------------------------------
Moody's Investors Services assigned an Aaa rating to the senior
certificates issued by C-Bass 2006-CB7 Trust, and ratings ranging
from Aa1 to Ba2 to the mezzanine and subordinate certificates in
the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime mortgage loans acquired by C-Bass.  The ratings are based
primarily on the credit quality of the loans, and on the
protection from subordination, overcollateralization, excess
spread, and a swap agreement and a cap agreement between the Trust
and The Bank of New York.  Moody's expects collateral losses to
range from 4.9% to 5.4%.

Litton Loan Servicing LP will service the loans.  Moody's has
assigned Litton Loan Servicing LP its top servicer quality rating
of SQ1 as a primary servicer of subprime loans.

These are the rating actions:

   * C-Bass 2006-CB7 Trust

   * C-Bass Mortgage Loan Asset-Backed Certificates, Series 2006-
     CB7

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


CALPINE CORP: Wants to Add 10 Employees to Severance Program
------------------------------------------------------------
Calpine Corp. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to add
ten Administrative Employees as participants to the Severance
Program.

In March 2006, the Court authorized the Debtors to implement a
new, broad-based employee severance program.  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, in New York, relates that since
then, the Debtors have completed the process of implementing the
Severance Program, but continue to review and reassess the
program to ensure that it is fair, cost effective and provides
benefits to employees commensurate with their contributions to
the company.

In early October 2006, it came to the Debtors' attention that
certain non-exempt administrative employees that had been
excluded from the Severance Program were also unlikely to be
eligible for any bonus under the Calpine Incentive Program
approved by the Court in April 2006.  Because those
Administrative Employees are unable to receive bonuses, in the
interests of fairness, the Debtors have determined that those
employees should be entitled to participate in the Severance
Program.

The Debtors didn't disclose the identities of the Administrative
Employees in their filing with the Court.

The Debtors estimate that they will incur no more than $100,000
for the additional employees.  Moreover, the Debtors believe that
the proposed modification to the Severance Program will maximize
the value of their estates.

Mr. Cieri asserts that implementing the modification to the
Severance Program will motivate the Administrative Employees to
perform at optimum levels of productivity and remain focused on
the successful and timely emergence of the company from
reorganization, instead of devoting needed time and energy to
searching for new employment because of a perceived lack of job
security in the Chapter 11 environment.

Mr. Cieri says that the Administrative Employees are experienced
and talented people who are familiar with the Debtors'
businesses.  The Debtors believe that providing those employees
with the same benefits provided to other employees under the
Severance Program will improve morale and loyalty.

Furthermore, the Debtors believe that the cost of including the
Administrative Employees in the Severance Program is negligible.

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

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


CARRINGTON MORTGAGE: Moody's Rates Class M-10 Certificates at Ba1
-----------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Carrington Mortgage Loan Trust, Series
2006-FRE2 and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by Fremont Investment & Loan
originated, adjustable-rate (89%) and fixed-rate (11%), subprime
mortgage loans acquired by Carrington Securities, LP.

The ratings are based primarily on the credit quality of the loans
and on protection against credit losses by subordination, excess
spread, and overcollateralization.  The ratings also benefit from
an interest-rate swap agreement provided by Swiss Re Financial
Products Corporation. Moody's expects collateral losses to range
from 5.1% to 5.6%.

Fremont Investment & Loan will service the mortgage loans. Moody's
has assigned Fremont its servicer quality rating of SQ3+ as a
servicer of subprime mortgage loans.

These are the rating actions:

   * Carrington Mortgage Loan Trust, Series 2006-FRE2

   * Asset-Backed Pass-Through Certificates

                Class A-1, Assigned Aaa
                Class A-2, Assigned Aaa
                Class A-3, Assigned Aaa
                Class A-4, Assigned Aaa
                Class A-5, Assigned Aaa
                Class M-1, Assigned Aa1
                Class M-2, Assigned Aa2
                Class M-3, Assigned Aa3
                Class M-4, Assigned A1
                Class M-5, Assigned A2
                Class M-6, Assigned A3
                Class M-7, Assigned Baa1
                Class M-8, Assigned Baa2
                Class M-9, Assigned Baa3
                Class M-10, Assigned Ba1


CASH TECHNOLOGIES: Posts $1.23 Mil. Net Loss in Qtr. Ended Aug. 31
------------------------------------------------------------------
Cash Technologies Inc. submitted its quarterly report for the
three-month period ended Aug. 31, 2006, to the Securities and
Exchange Commission on Oct. 20, 2006.

The Company reported a net loss of $1.23 million and a net loss
from continuing operations of $1.08 million from net revenues of
$34,592 for the three months ended Aug. 31, 2006, compared to a
net loss of $1.28 million and a net loss from continuing
operations of $1.08 million from net revenues of $15,664 for the
comparable quarter in 2005.

Net revenues attributable to discontinued operations for the
three-month period ended Aug. 31, 2006 decreased to $1,831,901
compared to $1,861,837 for the same period in 2005.

Selling, General and Administrative expenses for the three months
ended August 31, 2006, increased to $839,638 from $818,690 for the
three months ended August 31, 2005.

                Liquidity and Capital Resources

The Company disclosed that at Aug. 31, 2006, the Company has a
working capital deficit of $614,711 compared to working capital of
$650,912 at May 31, 2006.  At Aug. 31, 2006, the Company had a
cash balance of approximately $95,050, and is in immediate need of
working capital to continue its business and operations.  Its
operations are primarily funded through the issuance of equity in
private placement transactions with existing stockholders or
affiliates of stockholders.

Net cash provided by financing activities for the three months
ended Aug. 31, 2006, was $558,400 as compared to $899,133 for the
three months ended Aug. 31, 2005.

The Company also disclosed that as of Aug. 31, 2006 it owes G.E.
Capital Corporation $3,654,096 including principal and financing
fees and that it has no current plan or capability to repay G.E.
the principal.

The Company further disclosed that, in January 2000, it completed
a private placement offering of convertible notes and warrants
under Section 4(2) of the Securities Act of 1933 and that the
remaining 7 notes are in default of their original or restructured
terms.  As of Aug. 31, 2006, the Company owed $511,645 in
principal and interest to the 7 remaining noteholders.

The Company's subsidiary TAP Holdings, LLC, which owns and
operates Tomco Auto Products, in Nov. 2004, established a line of
credit with BFI Business Finance, with a maximum amount available
of $2,000,000.  Any outstanding balance under the credit line is
due Nov. 5, 2006.  As of Aug. 31, 2006, there was $2,265,359
outstanding including interest.

A full text-copy of Cash Technologies' financial report for the
quarter ended Aug. 31, 2006, is available for free at:

              http://ResearchArchives.com/t/s?13e7

Cash Technologies, Inc. -- http://www.cashtechnologies.com/and
http://www.heuristictech.com/-- develops and markets innovative
data processing systems, including the BONUS(TM) and MFS(TM)
financial services systems and EMMA(TM) transaction processing
software.  Its Heuristic subsidiary creates and markets healthcare
and employee benefits data processing solutions and debit card
programs.

                      Going Concern Doubt

VASQUEZ & Company LLP expressed substantial doubt about Cash
Technologies, Inc.'s ability to continue as a going concern after
auditing the  financial statements of the Company and its
subsidiaries for the years ended May 31, 2005 and 2004.  The
auditing firm pointed to the Company's significant recurring
losses.


CHARTWELL SENIORS: $850MM Buyout Plans Prompt DBRS to Hold Ratings
------------------------------------------------------------------
Dominion Bond Rating Service confirmed the ratings of Chartwell
Seniors Housing REIT at BB and STA-4 (high), following Chartwell's
announcements of acquisition and investment activity totalling
$850 million, or approximately $715 million reflecting Chartwell's
share.

Chartwell will partially fund the acquisitions by raising
$150.5 million through issuance of 10.75 million units and an
additional $125 million of 5.75% convertible debentures for net
proceeds of $263.3 million.  The remainder will be funded through
the assumption of $427 million in mortgage debt.

These acquisitions represent an approximately 50% increase in
gross book value of Chartwell's assets and increases its owned or
managed suites by 50% to 34,000 from 22,696 at the end of 2nd
quarter 2006.  Once completed in late 2006 and early 2007,
Chartwell will have ownership in 18,281 of a total of 34,000 owned
and managed suites.  The owned suites include approximately 13,500
in Canada and 4,781 in the United States, while 9,400 are managed
and 6,300 are under development or lease up throughout North
America.

Overall, DBRS views these transactions positively given the
significant increase in Chartwell's size, scale and improved
geographic diversification which should provide economies of scale
and improve cash flow stability looking forward.  Chartwell will
become the largest owner and manager of seniors housing facilities
in Canada, while also increasing its presence in the U.S. market.
Chartwell will now far exceed its previously indicated objective
of approximately $625 million in acquisitions and growth
initiatives in 2006.  As well, the properties acquired in New York
and Ontario are new and have strong occupancy levels between 95%
and 100% which should enhance stability.

DBRS estimates that as a result of the transaction pro forma debt-
to-gross book value will increase to approximately 59%, including
convertible debentures, from 52% at the end of 2nd quarter 2006
while interest coverage will decline to just over 2 times from
2.5x for the first 6 months of 2006.  Chartwell's pro forma debt-
to-gross book value excluding convertible debentures is estimated
at 53%, which remains below its limit of 60% on this basis.
Although Chartwell is increasing its leverage somewhat, the rating
already reflects its debt limits and DBRS had expected Chartwell
would manage its leverage to closer to 55% to 60% of gross book
value over time.

The transactions improve the diversity of properties and scale of
operations to include 242 facilities which should enhance cash
flow stability looking forward.  The reported acquisitions include
these:

    1) Chartwell will expand its presence in the United States to
       31% by acquiring five Bristal branded assisted living
       facilities having 640 units located on Long Island, New
       York, for $331.6 million.  This will be acquired through
       its Chartwell-ING Joint Venture resulting in Chartwell
       increasing its stake to 56% from 50% in the joint venture.

    2) The other major transaction expands Chartwell's presence
       in Ontario through the acquisition of the Regency Care
       portfolio for $245 million comprising eight new, Class A
       long-term care facilities with 1,384 beds and long-term
       management contracts for six facilities with 814 beds.
       The portfolio is currently 100% occupied.  Chartwell is
       expected to raise 50% of the cash portion through a
       partner resulting in a net cost of $137 million for
       Chartwell.

   3) Chartwell will also acquire a 49% interest in Horizon Bay
      Management, which manages 27 U.S. seniors housing
      properties comprising 5,740 suites.  Chartwell's existing
      owned U.S. properties are already managed through a 50/50
      joint venture between Chartwell and Horizon Bay Management.

   4) The Trust will also acquire 256 suites in Dallas Texas to
      further expand on its U.S. presence in Colorado, Michigan,
      Ohio, Florida, Virginia, Tennessee, Alabama and Oklahoma.

   5) The Trust will also add about 1000 units in Qu,bec in two
      developments for $94 million.

The acquisitions are expected to be accretive to cash flow
assuming average capitalization rates of between 7.5% and 8% which
is expected to increase property net operating income by
approximately $55 million over all full year.  On a per unit
basis, the transaction is expected to be modestly accretive
although DBRS expects the pro forma payout ratio to be in the 100%
range of cash available for distribution.  Therefore, Chartwell is
not expected to increase the cash distribution
over the short term until the acquisitions are integrated into
Chartwell's portfolio.


CITYSCAPE HOME: Credit Enhancement Prompts Fitch to Hold Ratings
----------------------------------------------------------------
Fitch Ratings took rating actions on these Cityscape Home Equity
Loan Trust home equity loan pass-through certificates:

Cityscape 1997-B Group 1

    -- Class A affirmed at 'AAA';
    -- Class M1-F affirmed at 'AA';
    -- Class M2-F affirmed at 'BBB';
    -- Class B1-F affirmed at 'BB'.

Cityscape 1997-B Group 2

    -- Class M2-A affirmed at 'AA';
    -- Class B1-A remains at 'CCC/DR2'.

Cityscape 1997-C Group 1

    -- Class A affirmed at 'AAA';
    -- Class M1-F affirmed at 'AA';
    -- Class M2-F affirmed at 'BBB';
    -- Class B1-F remains at 'C/DR6'.

Cityscape 1997-C Group 2

    -- Class M1-A affirmed at 'AA';
    -- Class M2-A affirmed at 'A';
    -- Class B1-A downgraded to 'BB' from 'BBB'.

The underlying collateral for the mortgage transactions listed
above consist of both fixed- and adjustable- mortgage loans
secured by first and second liens on residential mortgages
extended to subprime borrowers.  The transactions are seasoned
from a range of 111 (series 1997-C) to 114 (series 1997-B) months
and the pool factors (current mortgage loan principal outstanding
as a percentage of the initial pool) range from approximately 5%
(series 1997-C Group 1) to only 2% (series 1997-B Group 2 and
1997-C Group 2).  It is important to note that pools with a low
balance can exhibit higher volatility concerning defaults and
liquidations.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $11.83 million of outstanding certificates.  The
downgrade, affecting $173 thousand of outstanding certificates,
reflects deterioration in the relationship between CE and expected
losses due to higher-than-expected delinquency.

Cityscape HEL 1997-C Group 2 remittance information indicates that
as of Sept. 25, 2006, approximately 45.3% of the pool is more than
60 days delinquent (including loans in Bankruptcy, Foreclosure and
Real Estate Owned).  The OC amount is currently $481,360, just
below its target amount of $487,750. In two of the past six
months, the excess spread has not been sufficient to cover the
monthly losses incurred.  The cumulative loss to date on the pool
as a percentage of the initial balance is 4.41%.

Fitch will closely monitor these transactions.


CKE RESTAURANTS: Good Performance Cues S&P's Positive Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Carpinteria, California-based CKE Restaurants Inc., including the
'B+' corporate credit rating, on CreditWatch with positive
implications.  The '1' recovery rating on the company's secured
bank loan is not on CreditWatch.

"The action reflects the company's strengthening cash flow
protection measures due to an improving operating performance and
debt repayment," said Standard & Poor's credit analyst Diane
Shand.  Standard & Poor's will resolve the CreditWatch listing
following a meeting with management to evaluate the company's
business strategies and financial policies.

CKE's profitability has improved over the past two-and-a-half
after several years of weak results.  The positive trends are due
to management's focus on premium products, strategy of targeting
male customers in the 18-35 age range, and increased operating
efficiencies.  Same-store sales at Carl's Jr. rose 5.2% in the
first half of 2006, following gains of 2.2% in all of 2005, while
Hardee's same-store sales increased 4.4%, after being flat in all
of 2005.  Operating margins for the 12 months ended Aug. 14, 2006,
expanded to 16.9%, from 14.3%, primarily due to sales leverage and
lower food costs.

CKE has also substantially reduced debt over the past two-and-a-
half years through the conversion of a portion of its convertible
notes into common equity and repayment of debt.  Total funded debt
has declined to $183.6 million at Aug. 14, 2006, from
$418.7 million at Jan. 26, 2004.  Cash flow protection measures
have strengthened as a result of better profitability and reduced
debt.  EBITDA coverage of interest increased to 3.7x in the 12
months ended Aug. 14, 2006, from 2.9x at the end of 2005, and
total debt to EBITDA declined to 2.8x from 3.6x. Both measures are
strong for the rating category.


CLADDAGH DEVELOPMENT: Involuntary Chapter 11 Case Summary
---------------------------------------------------------
Alleged Debtor: Claddagh Development Group, LLC
                5075 Deerfield Boulevard
                Mason, OH 45040

Involuntary Petition Date: October 25, 2006

Case Number: 06-33124

Chapter: 11

Court: Southern District of Ohio (Dayton)

Petitioners' Counsel: Richard L. Ferrell, Esq.
                      Taft, Stettinius & Hollister, LLP
                      425 Walnut Street
                      Cincinnati, OH 45202-3957
                      Tel: (513) 381-2838

                            -- and --

                      Douglas L. Lutz, Esq.
                      Frost Brown Todd, LLC
                      2200 PNC Center, 201 East Fifth Street
                      Cincinnati, OH 45202-4182
                      Tel: (513) 651-6800

                            -- and --

                      Mark S. Foster, Esq.
                      Knostman & Foster
                      4428 North Dixie Drive
                      Dayton, OH 45414
                      Tel: (937) 278-0651

   Petitioners                    Nature of Claim    Claim Amount
   -----------                    ---------------    ------------
The John F. Gallagher Company     Unpaid services          $1,600
c/o Michael J. Gallagher          and materials
36360 Lakeland Boulevard          provided to the
Willoughby, OH 44094              Debtor

Queensgate Food Group, LLC        Upaid goods sold        $99,633
619 Linn Street                   and delivered to
Cincinnati, OH 45203              the Debtor

Economy Linen, Inc.               Unpaid goods            $30,000
c/o Bruce R. Feldman              provided to the
80 Mead Street                    Debtor; service
Dayton, OH 45402                  contract balance

Great Lakes Concrete              Unpaid services          $2,000
Restoration, Inc.                 and materials
c/o Robert Duffy                  provided to the
1000 Monroe Street                Debtor
Toledo, OH 43604


COAST INVESTMENT: Moody's Eyes Upgrade on Junk Rated $6.5MM Notes
-----------------------------------------------------------------
Moody's Investors Service placed the notes issued by Coast
Investment Grade 2000-1, Limited on watch for possible upgrade:

   * The $300,000,000 Class A Floating Rate Senior
     Secured Notes due 2015

     -- Prior Rating: Aa2
     -- Current Rating: Aa2, on watch for possible upgrade

   * The $30,000,000 Class B-1 Floating Rate Senior
     Secured Notes due 2015

     -- Prior Rating: Ba2
     -- Current Rating: Ba2, on watch for possible upgrade

   * The $10,000,000 Class B-2 Fixed Rate Senior Secured
     Notes due 2015

     -- Prior Rating: Ba2
     -- Current Rating: Ba2, on watch for possible upgrade

   * The $17,500,000 Class C-1 Floating Rate Senior
     Secured Notes due 2015

     -- Prior Rating: Caa3
     -- Current Rating: Caa3, on watch for possible upgrade

   * The $6,500,000 Class C-2 Fixed Rate Senior Secured
     Notes due 2015

     -- Prior Rating: Caa3
     -- Current Rating: Caa3, on watch for possible upgrade

Moody's reported that the rating actions reflect the significant
delevering of the transaction, accompanied by improvement in the
credit quality of the transaction's underlying collateral
portfolio since the last downgrade rating action on Jan. 22, 2004.


COLEMAN CABLE: Moody's Assigns Loss-Given-Default Rating
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
affirmed its B2 Corporate Family Rating for Coleman Cable,
Incorporated.

Additionally, Moody's held its B3 ratings on the company's
$120 million 9.875% Graduated Bonds Due 2012.  Moody's assigned
those debentures an LGD5 rating suggesting noteholders will
experience a 72% loss in the event of a default.

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

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

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

Based in Waukegan, Illinois, Coleman Cable, Incorporated --
http://www.colemancable.com/-- manufactures wire and cable
products, servicing the electrical, electronic and automotive
markets.


COLLINS & AIKMAN: Received $200 Mil. Funding from DaimlerChrysler
-----------------------------------------------------------------
DaimlerChrysler AG's Chrysler unit provided approximately
$200,000,000 in financial support to Collins & Aikman Corp. since
2005, the automaker disclosed in its third quarter financial
report filed on Form 6-K with the U.S. Securities and Exchange
Commission.

Of the amount, DaimlerChrysler says $70,000,000 was extended to
Collins & Aikman in 2006.

Robert Kothner, DaimlerChrysler's vice president and chief
accounting officer, relates that a prolonged interruption in the
supply of components from the Company's suppliers, in particular
Collins & Aikman and Delphi Corporation, would disrupt the
production of certain Chrysler Group and Mercedes Car Group
vehicles.

"DaimlerChrysler may be required to provide additional financial
support, or take other costly actions, to avoid such
interruption," according to Mr. Kothner.

The Stuttgart, Germany-based automaker reported EUR541,000,000 in
net income in the third quarter of 2006.  The Chrysler Group, it's
North American unit, however, posted a EUR1,164,000,000 operating
loss, compared with a EUR310,000,000 operating profit during the
same period in 2005.

The Big 3 automakers -- DaimlerChrysler, Ford and General Motors -
- accounted for approximately 80% of Collins & Aikman's revenues
in 2005.

                     About Collins & Aikman

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


COLUMBUS MCKINNON: Moody's Assigns Loss-Given-Default Rating
------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
confirmed its B1 Corporate Family Rating for Columbus Mckinnon
Corporation.

Additionally, Moody's revised its rating on the company's $115
million 10% Senior Secured 2nd Lien Notes due 2010 to Ba2 from B2.
Moody's assigned those debentures an LGD2 rating suggesting
noteholders will experience a 29% loss in the event of a default.
The rating on its $136 million 8 7/8% Senior Subordinated Notes
due 2013 was also revised to B2 from B3 with an LGD5, 71% rating.

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 Amherst, New York, Columbus Mckinnon Corporation
-- http://www.cmworks.com/-- manufactures electric chain hoists,
electric wire rope hoists, hand operated hoists, lever tools,
hoist trolleys, air balancers and air-powered hoists.


COUDERT BROTHERS: Court Approves Ehlers Ehlers as Special Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Coudert Brothers LLP permission to employ Ehlers, Ehlers &
Partners as its special counsel, nunc pro tunc to Sept. 22, 2006.

As reported in the Troubled Company Reporter on Oct. 3, 2006, the
Debtor sought Ehlers Ehlers' retention with respect to its
continued representation of the Debtor in matters pending in
Germany.  In addition to the general wind-down of the Debtor's
affairs in Germany, the Debtor related that Ehlers Ehlers has been
representing the Debtor in these matters:

    (a) Bernd Christian Haager v. Coudert Brothers LLP;

    (b) Reinhard G. Regner v. Coudert Brothers LLP; and

    (c) Bundesagentur fur Arbeit v. Peter Schaal and Hubert Hesse.

The Haager and Regner cases are pending in the Frankfurt
Landgericht (Frankfurt Court) while Arbeit case is pending in the
Arbeitsgericht Munchen (Munich Labor Relations Court).

Dr. P. Nikolai Ehlers, Esq., a partner at Ehlers Ehlers, told the
Court that the firm's professionals bill:

         Professional                   Hourly Rate
         ------------                   -----------
         Partners                           $360
         Associates                         $260
         Paralegal                          $180

Mr. Ehlers disclosed that the firm is a prepetition creditor of
the Debtor in that the Debtor owes Ehlers Ehlers $30,000 based
upon services rendered to the Debtor prior to the bankruptcy
filing.

Mr. Ehlers assured the Court that his firm does not have an
interest materially adverse to the interest of the Debtor or its
estate.

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


COUDERT BROTHERS: Taps New Tokyo as Special Counsel
---------------------------------------------------
Coudert Brothers LLP asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ New Tokyo
International Attorneys at Law, as its special counsel, nunc pro
tunc to Sept. 22, 2006.

The Debtor seeks New Tokyo's retention with respect to its
continued representation of the Debtor in matters in related to
the lease entered into by the Debtor with respect to its Tokyo
office, the Debtor's Japanese bank accounts, and general issues
related to the wind down of the Debtor's Tokyo office.  The firm
has been representing the Debtor in these matters:

    (a) Coudert Brothers LLP v. Toyo Property Co., Ltd.; and

    (b) Toyo Property Co., Ltd., et al. v. Coudert Brothers LLP,
        et al.

Hiroyuki Kanae, Esq., a partner at New Tokyo, tells the Court that
the firm's professionals bill:

         Professional                   Hourly Rate
         ------------                   -----------
         Partners                       $375 - $400
         Associates                     $165 - $235
         Paralegal                      $100 - $165

Mr. Kanae discloses that the firm is a prepetition creditor of the
Debtor in that the Debtor owes New Tokyo $21,000 based upon
services rendered to the Debtor prior to the bankruptcy filing.

Mr. Kanae assures the Court that his firm does not have an
interest materially adverse to the interest of the Debtor or its
estate.

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


CREST G-STAR: Moody's Eyes Upgrade on B2 Rated $15MM Class D Notes
------------------------------------------------------------------
Moody's Investors Service puts on watch for possible upgrade the
ratings of the classes of notes issued by Crest G-Star 2001-1, LP,
a collateralized debt obligation issuer:

   * The $60,000,000 Class B-1 Second Priority Fixed Rate
     Term Notes Due 2035

     -- Prior Rating: A3
     -- Current Rating: A3, on watch for possible upgrade

   * The $15,000,000 Class B-2 Second Priority Floating
     Rate Term Notes Due 2035

     -- Prior Rating: A3
     -- Current Rating: A3, on watch for possible upgrade

   * The $20,000,000 Class C Third Priority Fixed Rate
     Term Notes Due 2035

     -- Prior Rating: Ba2
     -- Current Rating: Ba2, on watch for possible upgrade

   * The $15,000,000 Class D Fourth Priority Fixed Rate
     Term Notes Due 2035

     -- Prior Rating: B2
     -- Current Rating: B2, on watch for possible upgrade

Moody's reports that the rating actions reflect the ongoing
delivering of the transaction.


CSFB ABS: Moody's Junks Ratings on Seven Securitized Debt Classes
-----------------------------------------------------------------
Moody's Investors Service has downgraded ten classes and upgraded
two classes of subordinated tranches from six mortgage backed
securitizations issued by Credit Suisse First Boston Mortgage
Securities Corp. in 2001 and 2002.  The pools include subprime and
Jumbo-A/Alternative-A first-lien fixed and adjustable-rate
mortgage loans.

The downgrades are based on the fact that the bonds' current
credit enhancement levels, including excess spread where
applicable, are too low for the projected loss numbers at the
current rating levels.  Likewise, the upgrades were driven by the
bonds' credit enhancement levels, which are too high for the
projected loss numbers at the current rating levels.

These are the complete rating actions:

   * Issuer: Credit Suisse First Boston Mortgage Securities Corp.

   * Downgrades:

     -- Series 2001-HE25, Class M-1, downgraded to Aa2 from Aaa;

     -- Series 2001-HE25, Class B, downgraded to Ca from B3;

     -- Series 2001-HE30, Class B-F, downgraded to Caa3 from B3;

     -- Series 2001-HE20, Class B, downgraded to Ca from B1;

     -- Series 2001-HE22, Class M-1, downgraded to A1 from Aa2;

     -- Series 2001-HE22, Class B, downgraded to Caa2 from B1;

     -- Series 2002-9, Class I-B-3, downgraded to Caa3 from B3;

     -- Series 2002-9, Class I-B-4, downgraded to C from Caa2;

     -- Series 2002-26, Class III-M-3, downgraded to Ba1 from
        Baa2;

     -- Series 2002-26, Class III-B, downgraded to Ca from Ba3.

   * Upgrades:

     -- Series 2002-26, Class III-M-1, upgraded to Aaa from Aa2;

     -- Series 2002-26, Class III-M-2, upgraded to Aa2 from A1.


CSFB MORTGAGE: Moody's Lifts Ba1 Rating on $8.3 Mil. Certificates
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of nine classes of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Pass-Through
Certificates, Series 2004-TFL2:

   Class A-2, $41,187,100, Floating, affirmed at Aaa
   Class A-X, Notional, affirmed at Aaa
   Class B, $26,000,000, Floating, affirmed at Aaa
   Class C, $23,000,000, Floating, affirmed at Aaa
   Class D, $19,000,000, Floating, affirmed at Aaa
   Class E, $19,000,000, Floating, upgraded to Aaa from Aa1
   Class F, $19,000,000, Floating, upgraded to Aa1 from Aa2
   Class G, $16,500,000, Floating, affirmed at Aa3
   Class H, $17,500,000, Floating, affirmed at A2
   Class J, $16,500,000, Floating, affirmed at Baa1
   Class K, $15,500,000, Floating, affirmed at Baa3
   Class L, $8,345,891,  Floating, upgraded to Baa3 from Ba1

The Certificates are collateralized by two senior participation
interests, which comprise 68.4% and 31.6% of the pool based on
current principal balances.  As of the Oct. 16, 2006 distribution
date, the transaction's aggregate certificate balance has
decreased by approximately 73.6% to $221.5 million from $840.3
million at securitization as a result of the payoff of eight loans
and amortization associated with the Pacific Shores Center Loan.
The Roosevelt Hotel Loan ($67.8 million) has paid off since
Moody's last full review in June 2006.

Moody's current weighted average loan to value ratio is 61.3%,
compared to 58.3% at last review and compared to 60.2% at
securitization.  Moody's is upgrading Classes E, F and L due to
increased credit support as a result of the additional loan
payoff.

The largest loan is secured by Pacific Shores Center
($151.5 million - 68.4%), a 1.7 million square foot Class A office
campus located in Redwood City, California.  The property consists
of 10 office buildings situated on 106 acres.  The campus was
completed in 2002 and has an extensive amenities package including
a junior Olympic swimming pool, softball fields, biking and
jogging trails and a day care center.

At securitization the property was 63.6% leased to 11 tenants but
55% occupied.  Informatica Corp. (17.4% of NRA; July 2013 lease
expiration), has vacated the property but is obligated to continue
paying rent through the lease expiration.  Nuance Communications
(8.4% of NRA; July 2012 lease expiration) has vacated its space
but also continues to pay rent through lease expiration.

As of March 2006 the property was 72.0% leased but 46.2% occupied.
Leasing conditions in the submarket have improved since
securitization.  During the 1st Quarter of 2006, vacancy in the
San Francisco Peninsula office market was 16.5% with average
asking rents of $33.36, compared to a vacancy rate of 21.4% and
asking rents of $27.84 at securitization.

This floating rate loan matures in April 2007 and the borrower has
two 12-month extension options. There is a junior participation
interest in an approximate amount of $73.5 million and mezzanine
debt of approximately $31.4 million.  The loan has several
beneficial features such as 25-year amortization,
$43 million of letters of credit and excess cash reserves.  The
loan sponsors are Jay Paul Company, Walton Street Capital and DLJ
Real Estate Capital Partners.  Moody's LTV is 62%, compared to
61.7% at securitization.  Moody's current shadow rating is Baa2,
the same as at securitization.

The second loan is secured by Seminole Towne Center
($70 million - 31.6%), an enclosed regional mall located in
Sanford, Florida, approximately 17 miles north of the Orlando CBD.
Total mall area is 1.13 million square feet of which approximately
660,800 square feet serves as loan collateral.

Anchors include:

   * Dillard's

     -- Moody's senior unsecured rating B2, positive outlook;

   * Macy's parent Federated Department Stores, Inc.

     -- Moody's senior unsecured shelf rating (P)Baa1, negative
        outlook;

   * Sears

     -- Moody's LT Issuer rating Ba1, stable outlook;

   *  Belk, Inc.,(unrated)

   * J.C. Penney

     -- Moody's senior unsecured rating Baa3, stable outlook;
        and,

   * a 10-screen United Artists Theater (unrated) on a ground
    lease.

Dillard's, Sears and J.C. Penny are anchor-owned stores.  In-line
occupancy is currently 76.5%, compared to 84.2% at securitization.
Comparable in-line tenant sales were $336 per square foot in
calendar year 2005, compared to $264 per square foot at
securitization.  Projected 2006 sales of $197,900 per screen for
the United Artists Theater represent a decrease from $317,905 per
screen at securitization.  The theater, which does not have
stadium seating, has been impacted by increased competition within
the area.

Approximately 41% of the in-line space expires in 2006.  To date
slightly more than 50% of this space has committed to early
renewals.  Anchor sales at this property are weak with Macy's and
Belk performing below $100 per square foot.  This floating rate
interest only loan matured in July 2006 and the borrower has
exercised the first of three 12-month extension options.

The loan sponsors are Simon Property Group, L.P. (Moody's senior
unsecured rating Baa1; on review for possible upgrade) and
Teacher's Retirement System of Illinois.  Moody's LTV is 59.2%,
compared to 56.5% at securitization.  Moody's current shadow
rating is A2, compared to A1 at securitization.


CSFB MORTGAGE: Moody's Lifts Ba1 Rating on $22.5MM Class L Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed the ratings of four classes of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2005-TFL1:

   Class A-X-1, Notional, affirmed at Aaa
   Class D, $2,500,000,  Floating, affirmed at Aaa
   Class E, $22,500,000, Floating, affirmed at Aaa
   Class F, $22,500,000, Floating, affirmed at Aaa
   Class G, $22,500,000, Floating, upgraded to Aa1 from Aa2
   Class H, $22,500,000, Floating, upgraded to Aa2 from A1
   Class J, $15,000,000, Floating, upgraded to A2 from A3
   Class K, $15,000,000, Floating, upgraded to Baa1 from Baa2
   Class L, $22,500,000, Floating, upgraded to Baa3 from Ba1

The Certificates are collateralized by senior participation
interests in two mortgage loans, which comprise 69% and 31% of the
pool based on current principal balances.  As of the October 16,
2006 distribution date, the transaction's aggregate certificate
balance has decreased by approximately 85.5% to $145.0 million
from $1 billion at securitization as the result of the payoff of
five loans originally in the pool.  The $75 million One & Only
Palmilla Loan has paid off since Moody's last full review in
August 2006.

Moody's current weighted average loan to value ratio is 61.5%,
compared to 66.4% at securitization.  Moody's is upgrading Classes
G, H, J, K, and L due to increased credit support from the
additional loan payoff.

The JW Marriott Las Vegas Resort & Spa Loan is secured by a
541-room full service resort hotel with 66,000 square feet of
meeting and banquet space, 44,000 square feet of retail space, a
spa and a 57,650 square foot casino located in Las Vegas, Nevada.
RevPAR for calendar year 2005 was $131.31, compared to $122.42 at
securitization.  Moody's LTV is 61.3%, the same as at
securitization.  Moody's current shadow rating is Baa3, the same
as at securitization.

The Galleria Office Towers Loan is secured by one office building
and office portions of two other buildings located in the Galleria
submarket of Houston, Texas.  The property contains an overall net
rentable area of 1,071,728 square feet.  Occupancy as of May 2006
was 87.8%, compared to 78.9% at securitization. Moody's LTV is
61.9%, compared to 59.2% at securitization. Moody's current shadow
rating is Baa2, the same as at securitization.


CSK AUTO: Moody's Assigns Loss-Given-Default Ratings
----------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. and Canadian retail sector, the rating
agency confirmed its B1 Corporate Family Rating for CSK Auto
Corporation.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Term Loan     Ba3      Ba3     LGD3        39%

   Unsec. Con. Notes      B1       B3      LGD5        81%

   7% Sr. Sub. Notes      B3       B3      LGD6        97%

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

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

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

Based in Phoenix, Arizona, CSK Auto Corporation (NYSE: CAO)
-- http://www.cskauto.com/-- is the parent company of CSK Auto,
Inc., a specialty retailer in the automotive aftermarket.  As of
Jan. 29, 2006, the Company operated 1,273 stores in 22 states
under the brand names Checker Auto Parts, Schuck's Auto Supply,
Kragen Auto Parts and Murray's Discount Auto Parts.


CUNNINGHAM LINDSEY: High Debt Ratio Cues DBRS to Review Rating
--------------------------------------------------------------
Dominion Bond Rating Service placed the Senior Unsecured
Long-Term Debt B (low) rating of Cunningham Lindsey Group Inc. --
formerly, Lindsey Morden Group Inc. -- under review with negative
implications.  The action reflects the Company's continuing weak
financial performance and high debt ratio, especially given the
Company's significant debt maturities in 2008.

The Company's earnings and cash flow continue to be disappointing,
with few immediate prospects for significant improvement.
Financial flexibility is therefore limited.

The latest in a line of new management teams is attempting to
position the Company for longer-term profitability, but this
effort remains to be reflected in the results.  The U.K. and
International operations continue to report good profitability,
based on the Company's strong reputation and specialized, higher-
margin services.  The sale of the U.S. third party administration
business in 2004, has removed a source of significant losses,
while paving the way for greater focus on expanding market share
in the traditional claims adjustment business.  In Canada, the
Company is expanding in the environmental claims and contracting
niche, in addition to its traditional claims adjusting operations.
In Europe, the goal is to enhance the Company's ability to quickly
bring costs into line with volatile and unpredictable revenues.

DBRS's concern for the credit is mitigated somewhat by the active
financial support of its parent, Fairfax Financial Holdings
Limited, especially with respect to the Company's $72 million non-
revolving term loan facility due March 31, 2008.  In 2005, Fairfax
participated in a $32 million equity rights issue, the proceeds of
which were subsequently used to reduce the loan to $72.8 million
from $105 million.  Fairfax has signed a letter supporting CL's
obligations under the loan facility, but such support does not
apply to the Company's obligations under the rated Debentures.
Fairfax has also recently provided loans to the Company to cover
operating cash flow deficiencies that have been greater than
budgeted in 2006.  However, financial support from Fairfax is
weakened by the non-investment grade rating on Fairfax's own
obligations BB (high) and the absence of an explicit guarantee.


DAIMLERCHRYSLER: Losses Continue at Chrysler Group
--------------------------------------------------
DaimlerChrysler achieved a third quarter operating profit of
$1.132 billion, compared to $2.332 billion of operating profit for
the same period in 2005.  Net income amounted to $686 million in
the third quarter, compared to $1.085 billion in 2005.

The continuation of the very positive earnings trend at the
Mercedes Car Group, the distinct increase in operating profit at
the Truck Group as well as the Financial Services' operating
profit, which is above the high level of earnings in the prior-
year quarter, only partially compensated for the loss contributed
by the Chrysler Group.

DaimlerChrysler sold 1.0 million vehicles worldwide in the third
quarter, not equaling the high level recorded in Q3 2005.  As a
result of the lower unit sales, the Group's revenues decreased
from $48.4 billion to $44.6 billion. Adjusted for currency-
translation effects, the decrease was 5%.

At the end of the third quarter of 2006, DaimlerChrysler employed
a workforce of 365,451 people worldwide (end of Q3 2005: 388,014).
Of this total, 168,965 were employed in Germany and 95,647 were
employed in the United States.

                         Division Results

Mercedes Car Group

The Mercedes Car Group sold 307,500 vehicles worldwide in the
third quarter of this year (Q3 2005: 310,900).  Third quarter unit
sales by Mercedes- Benz increased slightly to 282,800 vehicles (Q3
2005: 282,100), primarily due to the success of the new models
launched in 2005 and 2006.  At smart, due to the focus on the
smart fortwo, unit sales decreased, as expected, to 24,700
vehicles (Q3 2005: 28,800).  Customer orders have been received
for nearly all smart fortwo cars that will be produced prior to
the model changeover next year.  The divisions's revenues
increased by 8% to $17.1 billion.

The Mercedes Car Group increased its operating profit by 127% to
$1.257 billion.  This significant increase in earnings is
primarily due to the efficiency improvements achieved in the
context of the CORE program.

Staff reductions at Mercedes-Benz Passenger Cars in the context of
the CORE program led to charges of $60 million.  Within the
framework of the voluntary headcount reduction program announced
in September 2005, approximately 9,300 employees had signed
severance agreements or had already left the company.  The
expenses originally planned for the restructuring of smart were
adjusted, resulting in a gain of $51 million.

The integration of smart into the Mercedes-Benz organization is
progressing according to plan and should be completed by the end
of this year.  The resulting efficiency improvements will provide
a foundation for smart's profitability as of the year 2007.

Chrysler Group

In a difficult market environment, the Chrysler Group's third
quarter retail and fleet sales totaled 635,300 vehicles.  Total
factory shipments amounted to 504,400 vehicles (Q3 2005: 663,400).

Third quarter revenues amounted to $12.1 billion (-23%); measured
in Euros, revenues decreased by 26%.

The Chrysler Group posted an operating loss of $1.477 billion in
the third quarter of 2006, compared with an operating profit of
$393 million in the same quarter of last year.

The operating loss was primarily the result of a decrease in
worldwide factory unit sales, an unfavorable shift in product and
market mix, and negative net pricing.  These factors reflect a
continuing difficult market environment in the United States as
the Chrysler Group faced increased dealer inventory levels from
the prior quarter, a shift in consumer demand toward smaller
vehicles due to higher fuel prices, and increased interest rates.

In order to reduce the high levels of dealer inventories, Chrysler
Group reduced shipments to dealers, which necessitated
corresponding production adjustments.  Total factory shipments of
504,400 vehicles in the third quarter were 158,900 units lower
than in the third quarter of last year.

During the third quarter, the Chrysler Group launched the compact
SUV Jeep(R) Compass and the Jeep(R) Wrangler Unlimited (4-door).
The Chrysler Aspen, the first SUV from the Chrysler brand, was
also launched in the third quarter.  By the end of the year, the
Chrysler Group will launch three more all-new vehicles featuring
fuel-efficient engines: the Chrysler Sebring, the Dodge Nitro and
the Jeep(R) Patriot.

In July, the Chrysler Group opened its new flexible assembly plant
and supplier park in Toledo, Ohio, where the all-new Jeep(R)
Wrangler models are produced.  This supplier co-location project
represents the latest example of Chrysler Group's overall
manufacturing strategy, enabling various models to be built on the
same assembly line.

Truck Group

Unit sales by the Truck Group of 141,900 vehicles were 2% above
the level of Q3 2005.  Due to the higher unit sales and a better
model mix, revenues increased by 3% to $10.2 billion.

The Truck Group posted an operating profit of $705 million (Q3
2005: $449 million).  This significant increase in earnings was
due to higher unit sales, a high utilization of capacity combined
with strong productivity, and an improved model mix.  In addition,
further efficiency improvements were realized in the context of
the Global Excellence program, which more than compensated for the
higher expenses incurred for new vehicle projects and the
fulfillment of future emission regulations.

Sales by Trucks Europe/Latin America of 37,700 units were slightly
higher than in Q3 2005.  Unit sales of 55,400 vehicles by Trucks
NAFTA under the Freightliner, Western Star and Sterling brands
were 3% higher than in Q3 2005.  Trucks Asia sold 49,300 units
under the Mitsubishi Fuso brand, a 2% increase compared to the
prior-year quarter.

The "Truck Dedication" initiative, which was launched during the
third quarter of this year, aims to focus sales and service
activities even more closely on customers' needs.  The key
elements of the program include more intensive customer
interaction such as additional service stations near logistics
centers and autobahns, as well as service teams with 24-hour
availability.

The Financial Services division continued its positive business
trend in the third quarter, and improved its operating profit to
$565 million, compared with $518 million in the third quarter of
last year.  This increase in earnings was assisted by the higher
volume of new business and improved efficiency.  There were
opposing effects from increased risk costs, which had been
extremely low in the prior-year quarter.

New business of $16 billion was 6% higher than in Q3 2005, while
contract volume of $144.6 billion was at the prior-year level.
Adjusted for the effects of currency translation, the portfolio
grew by 4%.

Contract volume of $104.2 billion in the Americas region (North
and South America) was at the same level as a year earlier;
adjusted for exchange-rate effects, there was an increase of 4%.
Contract volume in the region Europe, Africa and Asia/Pacific
increased by 4% to $40.5 billion.  In Germany, DaimlerChrysler
Bank increased its contract volume by 5% to $19.7 billion.

The Van, Bus, Other Segment

The Van, Bus, Other segment posted a third quarter operating
profit of $400 million (Q3 2005: $481 million), including expenses
of $91 million for the implementation of the new management model,
mainly for the voluntary headcount reduction program in
administrative areas.  The sale of real estate properties not
required for operating purposes led to a gain of $109 million in
the third quarter.

Mercedes-Benz Vans posted unit sales of 58,800 vehicles in the
third quarter, which was lower than the very high prior year
number.  The decrease was a result of the launch of the new
Sprinter and the associated production changeover in the
Dusseldorf and Ludwigsfelde plants.

DaimlerChrysler Buses sold 8,600 buses and chassis of the
Mercedes-Benz, Setra and Orion brands (Q3 2005: 9,200).

The contribution to earnings from the European Aeronautic Defence
and Space Company amounted to $313 million, which was slightly
below the result of $325 million in the prior-year quarter.  This
was primarily caused by less favorable currency-hedging rates.
The delays with the delivery of the Airbus A380 did not affect the
profit contribution from EADS to DaimlerChrysler in the third
quarter, as the results of EADS are consolidated by the
DaimlerChrysler Group with a three-month time lag.

                              Outlook

DaimlerChrysler expects a slight decrease in worldwide demand for
automobiles in the fourth quarter and thus slower market growth
than in Q4 2005.  For full-year 2006, the company anticipates
market growth of around 3%.

In the United States, the world's largest market, demand is likely
to decrease slightly (2005: 16.9 million cars and light trucks).
The Japanese market is also expected to be smaller than in 2005
(4.7 million passenger cars), while there should be a moderate
increase in demand in Western Europe (2005: 14.5 million passenger
cars).  Car sales are expected to increase significantly in full-
year 2006 in nearly all of the major emerging markets of Asia,
South America and Eastern Europe.  The strong demand for
commercial vehicles, especially in the heavy categories, should
continue for the rest of this year, although with lower growth
rates. In view of the ongoing overcapacity in the automotive
industry, DaimlerChrysler assumes that the situation of intense
competitive pressure will continue.

DaimlerChrysler expects unit sales in 2006 to be lower than in the
previous year (4.8 million units).

The Mercedes Car Group anticipates full-year unit sales at least
as high as in 2005.  The division assumes that unit sales by
Mercedes-Benz will exceed last year's figure as a result of the
market success of the brand's new products.  The Mercedes Car
Group will continue to effectively implement the CORE efficiency-
improving program. The division's positive earnings trend is
expected to continue in the fourth quarter.

Due to intense competition and the shift in demand towards smaller
vehicles, the Chrysler Group assumes that unit sales (factory
shipments) in 2006 will be lower than in the prior year.  Eight
new models, many of which are in the growing segments of passenger
cars and small SUVs, are now being launched or will be launched
this year.  The Chrysler Group will implement further cuts in
production volumes during the fourth quarter in order to reduce
dealer inventories and clear the way for the current product
offensive.  DaimlerChrysler expects the division to post a loss of
approximately $1.3 billion for full-year 2006.

The Truck Group expects full-year unit sales at least to reach
2005 sales figures.  Due to positive market developments in the
core markets of Europe, the United States and Japan in connection
with upcoming new emission regulations, the ongoing strong demand
for its products and further improvements in productivity and
efficiency, the Truck Group expects to significantly exceed the
prior year's earnings.

The Financial Services division anticipates a continuation of its
stable business development in the remaining months of the year
2006, despite the higher level of interest rates and falling
growth in consumption in the United States.  Enhanced process
quality and efficiency will help to further improve the division's
competitive position. Operating profit in full-year 2006 should be
higher than in the prior year.

The Vans unit expects lower unit sales than in 2005 due to the
Sprinter model change.  Unit sales of buses are likely to exceed
the high level of the prior year.  In connection with the revised
delivery planning for the Airbus A380, EADS revoked its original
earnings forecast at the beginning of October. EADS has not issued
any new earnings guidance since then.

The DaimlerChrysler Group's revenues in full-year 2006 should be
slightly higher than in 2005 ($190 billion).

On September 15, DaimlerChrysler reduced the Group's operating-
profit target for 2006 to an amount in the magnitude of $6.3
billion.  Although the company now has to assume that the profit
contribution from EADS will be $0.3 billion lower than originally
anticipated because of the delayed delivery of the Airbus A380,
DaimlerChrysler is maintaining this earnings target due to very
positive business developments in the divisions Mercedes Car
Group, Truck Group and Financial Services.

This forecast also includes charges for the implementation of the
new management model ($0.6 billion), the focus on the smart fortwo
($1.3 billion) and the staff reductions at the Mercedes Car Group
($0.5 billion).  There are positive effects from gains on the
disposal of the off-highway business ($0.3 billion), the sale of
real estate no longer required for operating purposes ($0.1
billion) and the release of provisions for retirement-pension
obligations ($0.3 billion).

                        About DaimlerChrysler

DaimlerChrysler AG -- http://www.daimlerchrysler.com/-- engages
in the development, manufacture, distribution, and sale of various
automotive products, primarily passenger cars, light trucks, and
commercial vehicles worldwide.  It primarily operates in four
segments: Mercedes Car Group, Chrysler Group, Commercial Vehicles,
and Financial Services.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler, Jeep,
and Dodge brand names. It also sells parts and accessories under
the MOPAR brand.

The Chrysler Group is facing a difficult market environment in the
United States with excess inventory, non-competitive legacy costs
for employees and retirees, continuing high fuel prices and a
stronger shift in demand toward smaller vehicles.  At the same
time, key competitors have further increased margin and volume
pressures - particularly on light trucks - by making significant
price concessions.  In addition, increased interest rates caused
higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and cut
costs in the short term are being examined at all stages of the
value chain, in addition to structural changes being reviewed as
well.


DANA CORP: Inks Pact Permitting DCC Until Dec. 7 to Settle Claims
-----------------------------------------------------------------
The Debtors and Dana Credit Corporation assert various claims
against each other related to transfers, loans, other business
relationships and the conduct of the parties over the years.  DCC
is a non-debtor subsidiary of Dana Corporation.

Certain holders of notes from DCC also assert various claims
against Dana and DCC.

The Noteholders, represented by Kirkland & Ellis, LLP, are:

   * Angelo, Gordon & Co.,
   * Banc of America Securities,
   * Bear Stearns & Co.,
   * Blackstone,
   * Canyon Capital Advisors, LLC,
   * Castle Creek Partners,
   * Citigroup Distressed Debt,
   * CRT Capital Group,
   * Delaware Investments,
   * DK Partners,
   * Durham Asset Management L.L.C.,
   * Fortress Investment Group LLC,
   * Franklin Mutual Advisors, LLC,
   * Gruss & Co.,
   * Harvest Management, LLC,
   * Intermarket Corp.,
   * JP Morgan Chase,
   * Mast Capital, LLC,
   * MBIA Asset Management,
   * Merrill Lynch Inc.,
   * Par IV Capital Management,
   * Plainfield Asset Management,
   * Polygon Investment Partners, LP,
   * Quadrangle Group, LLC,
   * Silverpoint Capital,
   * St. Paul Travelers,
   * Stonehill Capital Management, LLC,
   * Taconic Capital,
   * Talek Investments, and
   * York Capital Management, L.P.

The Court has established Sept. 21, 2006, as the last day for
creditors to file proofs of claim against the Debtors.

The Debtors, DCC, and the Noteholders stipulate to extend the Bar
Date, solely for DCC and the Noteholders, until Dec. 7, 2006, to
permit the parties to continue to engage in good-faith
settlement negotiations.

                      About Dana Corporation

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP serves as counsel to the Official Committee of Equity Security
Holders.  Stahl Cowen Crowley, LLC serves as counsel to the
Official Committee of Non-Union Retirees.  When the Debtors filed
for protection from their creditors, they listed $7.9 billion in
assets and $6.8 billion in liabilities as of Sept. 30, 2005.
(Dana Corporation Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DANA CORP: Seeks Court Okay to Assume Tennessee Power Supply Pact
-----------------------------------------------------------------
Dana Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for authority to
assume a modified firm and variable price interruptible power
supply contract they entered into with the city of Paris,
Tennessee Board of Public Utilities on Nov. 1, 2000.

Pursuant to the Contract, Paris purchases electric power from the
Tennessee Valley Authority, and resells the electric power to the
Debtors for their facility in Paris, Tennessee.

Since November 2000, the Debtors have consumed an average of
$2,500,000 in VPI power on an annual basis.

As of Mar. 3, 2006, Paris held a $168,854 prepetition general
unsecured claim against the Debtors related to the consumption of
VPI power.

Paris has advised the Debtors that it intends to terminate the
Contract effective September 2009.

Pursuant to the final utility order, the Court allows the Debtors
to resolve objections to their utility motion in the form of
individualized adequate assurance agreements with the objecting
parties.

Accordingly, in April 2006, the Debtors entered into an adequate
assurance agreement with Paris.  The Adequate Assurance Agreement
provides that the Debtors would:

   (i) provide Paris a $319,000 cash security deposit, which will
       be held by Paris until the Debtors emerge from Chapter 11;
       and

  (ii) pay Paris on account of their postpetition electricity
       consumption under the Contract on a bi-monthly basis.

               The Modified Power Supply Contract

On Oct. 1, 2006, the Debtors, Paris and the TVA modified the
Power Supply Contract to provide that:

   (a) Paris will provide the Debtors with "flat price
       interruptible" power rather than VPI power;

   (b) The Bi-Monthly Payment Terms will be revoked and the
       Contract will return to the normal billing practices
       before the execution of the Adequate Assurance Agreement;

   (c) The parties will be permitted to terminate the Contract
       upon 24 months' written notice;

   (d) The Debtors will pay $50,656 cash to Paris, as a lump sum
       wire transfer, on the earlier of the entry of an order
       granting the Assumption Motion or December 15, 2006;

   (e) Paris will have an allowed administrative claim for
       $118,198 against the Debtors' estate, pursuant to Sections
       503(b) and 507(a)(2) of the Bankruptcy Code.  The Claim
       will be accorded the treatment generally provided to
       administrative claims pursuant to the terms of a plan of
       reorganization ultimately confirmed in the Debtors'
       Chapter 11 cases;

   (f) Paris' Non-Contract Claim will be allowed as a general
       unsecured non-priority claim for $17,461 against the
       Debtors;

   (g) Paris will waive all claims for Minimum Bills or
       Facilities Rental Charge after the termination date,
       provided that the Debtors provide Paris and the TVA with
       at least 60 days' written notice of their intent to
       terminate the Contract; and

   (h) The Debtors will release Paris from any preference
       liabilities arising under Section 547 of the Bankruptcy
       Code related to payments made by the Debtors pursuant to
       the Contract.

A full-text copy of the Modified Power Contract is available for
free at http://researcharchives.com/t/s?13e8

The Debtors also ask the Court to approve the modifications of
the Contract.

Corinne Ball, Esq., at Jones Day, in New York asserts that
modification and assumption of the Contract generates significant
cash savings for the Debtors, thus enhancing their working capital
position.  Modification and assumption of the Contract also
provides enhanced flexibility as the Debtors formulate a business
plan.

Although the Debtors likely could achieve some cost savings if
they simply reject the Contract and then obtain electricity at
the applicable general Tariff Rate, Ms. Ball points out that
rejection of the Contract would:

   -- sacrifice annual cost savings associated with the
      provision of FPI power of approximately $200,000;

   -- create a rejection damage claim for Paris estimated to be
      approximately $2,100,000;

   -- potentially require the Debtors to post a substantial
      additional deposit in connection with the provision of
      electric service under the Tariff Rate, or pursuant to new
      contract for FPI power; and

   -- potentially impair the Debtors' working relationship with
      Paris.

                      About Dana Corporation

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP serves as counsel to the Official Committee of Equity Security
Holders.  Stahl Cowen Crowley, LLC serves as counsel to the
Official Committee of Non-Union Retirees.  When the Debtors filed
for protection from their creditors, they listed $7.9 billion in
assets and $6.8 billion in liabilities as of Sept. 30, 2005.
(Dana Corporation Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DELPHI CORP: Ripplewood Holdings to Make $10 Billion Bid
--------------------------------------------------------
Ripplewood Holdings LLC intends to make more than $10 billion bid
for Delphi Corp., the Wall Street Journal reports, citing people
familiar with the matter.

According to WSJ, the New York investment firm may is anticipated
to offer buyout of all or part of Delphi, which plan is being led
by Thomas Stallkamp, a partner at Ripplewood and former Chrysler
Corp. president.

Ripplewood's bid will be competing with Appaloosa Management, a
hedge fund that owns more than 9% of Delphi; and Cerberus Capital
Management LP, a large private-equity firm, the report said.

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.


DOLLARAMA GROUP: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. and Canadian retail sector, the rating
agency confirmed its B1 Corporate Family Rating for Dollarama
Group L.P.  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
   ----------           -------  -------  ------   ----------
   CDN75 million Sr.
   Sec. Revolving
   Credit Facility        B1       Ba2      LGD2       23%

   Sr. Sec. Term Loan A   B1       Ba2      LGD2       23%

   Sr. Sec. Term Loan B   B1       Ba2      LGD2       23%

   8.87% Sr. Sub. Notes   B3       B2       LGD5       71%

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%).

Dollarama Group L.P., headquartered in Montreal, Canada, operates
approximately 370 dollar stores in eight Canadian provinces.


DS WATERS: S&P Rates Proposed $180 Million Senior Loan at B-
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' bank loan
rating and a recovery rating of '3' to DS Waters of America,
Inc.'s (formerly known as DS Waters Enterprises LP) proposed
$180 million senior secured term loan B and $20 million senior
secured revolving credit facility, indicating the expectation of
(50%-80%) recovery of principal in the event of a payment default.

"At the same time, Standard & Poor's affirmed its 'B-' corporate
credit rating on Atlanta, Georgia-based DS Waters of America,
Inc.; we revised our outlook on DS Waters to positive from stable"
said Standard & Poor's credit analyst Alison Sullivan.

Approximately $180 million of total debt will be outstanding at
closing.

Proceeds from the proposed bank loan, along with some borrowings
from a proposed $80 million asset-based revolving credit facility
(unrated), will be used to refinance existing debt and for general
corporate purposes.  The ratings are based on preliminary offering
statements and are subject to review upon final documentation.
Ratings for the company's existing senior secured term loan
(approximately $165 million outstanding) due 2009 and revolving
credit facility due 2008 will be withdrawn upon closing of the
refinancing.

The outlook revision reflects added financial flexibility from the
refinancing resulting from the elimination of near-term scheduled
debt maturities in 2007 and 2008.  Annual amortization under the
new loan is minimal with the bulk of the payment due in 2013.
Additionally, on Aug. 3, 2006, the company had received an
amendment to its old bank loan that will forgive 50% of PIK
interest if the prior bank loans were refinanced by September
2007.  Credit protection measures are expected to improve and DS
Waters has modest leverage.  In addition, the company has begun to
improve operating performance, although we note a full turnaround
of the business is not expected for another year.

The ratings on DS Waters reflect its narrow business focus, and
participation in the relatively mature home office delivery
segment of the U.S. bottled water industry, yet improving
financial profile following a November 2005 recapitalization.


E-TRADE FINANCIAL: Earns $153 Million in 2006 Third Quarter
-----------------------------------------------------------
E-Trade Financial Corporation earned $153 million of net income on
$582 million of total net revenue for the third quarter ended
Sept. 30, 2006, compared to net income of $107 million on
$420 million of total net revenue for the same period last year.

At Sept. 30, 2006, the company's balance sheet reported total
assets of $51,523,171,000, total liabilities of $47,492,914,000,
and total shareholders' equity of $4,030,257,000.

Commenting on the results, Mitchell H. Caplan, the company's chief
executive officer, said, "In the third quarter we generated growth
in client assets and cash, fueled by expanded customer engagement
across our suite of value-oriented financial solutions.  Our
success is a testament to our integrated business model, which
delivers quality results through various market conditions. As we
expand globally by exporting our proven US value proposition to
our international locations, we are extremely optimistic about the
long-term growth potential of the franchise."

The E-Trade Financial family of companies provides financial
services including trading, investing, banking and lending for
retail and institutional customers.  Securities products and
services are offered by E-Trade Securities LLC (Member NASD/SIPC).
Bank and lending products and services are offered by E-Trade
Bank, a Federal savings bank, Member FDIC, or its subsidiaries.

                          *     *     *

E-Trade Financial Corporation's long-term foreign and local issuer
credits carry Standard & Poor's BB- ratings with a stable outlook,
while its subordinated debt carries Dominion Bond Rating Services'
BB rating.

On June 6, 2006, Moody's Investor Service placed the company's
subordinated debt, senior unsecured debt, and issuer ratings
at Ba3, Ba2, and Ba2 respectively.  The ratings carry a positive
outlook.


ENTI INC: Files Schedules of Assets and Liabilities
---------------------------------------------------
Enti Inc. and its debtor-affiliate Entertainment 2000 LLC
delivered their schedules of assets and liabilities to the U.S.
Bankruptcy Court for the District of Arizona, disclosing:

     Name of Schedule              Assets           Liabilities
     ----------------              ------           -----------
  A. Real Property                $65,000
  B. Personal Property           $145,000
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding
     Unsecured Nonpriority
     Claims
                                ---------           -----------
     Total                       $210,000

Headquartered in Scottsdale, Arizona, Enti Inc. and five of its
debtor-affiliates filed for chapter 11 protection on June 9, 2006
(Bankr. D. Az. Case No. 06-01718).  Alan A. Meda, Esq., at Stinson
Morrison Hecker LLP, represents the Debtors in their restructuring
efforts.   When the Debtor filed for protection from its
creditors, it estimated assets and debts of more than $50 million.


EPCO 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 broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its Ba1 corporate
family rating on EPCO Holdings, Inc.

The rating agency also 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
   ----------           -------  -------  ------   ----------
   Sr. Sec. Gtd.
   Revolving Credit
   Facility due 2008      Ba3       Ba2    LGD6       92%

   Sr. Sec. Gtd.
   Term Loan due 2008     Ba3       Ba2    LGD6       92%

   Sr. Sec. Gtd.
   Term Loan B due 2010   Ba3       Ba2    LGD6       92%

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

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

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%).


ERICO INTERNATIONAL: Moody's Assigns Loss-Given-Default Rating
--------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
affirmed its B1 Corporate Family Rating for Erico International
Corporation, as well as revised the rating on the company's
$141 million 8.875% senior subordinate notes due 2012 to B2 from
B3.  Those notes were assigned an LGD5 rating suggesting that
noteholders will experience a 74% loss in the event of a default.

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

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

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

Headquartered in Solon, Ohio, Erico International Corporation -
http://www.erico.com- designs, manufactures and markets
precision-engineered specialty metal products serving markets in a
diverse range of electrical, commercial and industrial
construction, utility and rail applications.


FDL INC: Court Approves Hamernick LLC as Insolvency Accountant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
gave the Official Committee of Unsecured Creditors in FDL, Inc.'s
chapter 11 case authority to employ Hamernik, LLC, as its
insolvency accountant.

As reported on the Troubled Company Reporter June 2, 2006, the
Committee believed Hamernik is qualified to represent them because
of the firm's extensive experience in bankruptcy, insolvency, and
restructuring situations.

Hamernik is expected to analyze, give advice, and provide possible
testimony regarding the Debtor's insolvency, including, but not
limited to:

   a) valuations of assets;

   b) examinations of avoidance actions;

   c) review of Debtor's financial statements; and

   d) investigation of allegations concerning excessive
      distributions of corporate assets to insiders.

David Hamernik, a partner at Hamernik LLC, disclosed that the
Firm's professionals bill:

      Professional                     Hourly Rate
      ------------                     -----------
      Mr. David Hamernik                  $285
      Associates                          $165

Mr. Hamernik assured the Court that his firm does not hold any
interest materially adverse to the Debtor's estate and is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Kokomo, Indiana, FDL, Inc., manufactures office
and fast food metal furniture.  The company filed for Chapter 11
protection on March 24, 2006 (Bankr. S.D. Ind. Case No. 06-01222).
Deborah Caruso, Esq., and Erick P. Knoblock, Esq., at Dale & Eke,
P.C., represent the Debtor.  Elliott D. Levin, Esq., at Rubin &
Levin, represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it did
not state its assets but estimated debts between $10 million and
$50 million.


FOAMEX INT'L: Will Get $1 Mil. Payment from GFC-East Sale Proceeds
------------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates withdraw their
request to file certain portions of their Settlement Agreement
with PMC, Inc., and GFC-East Rutherford, LLC, under seal.

Pursuant to the unredacted Settlement Agreement, the parties agree
that:

   (a) on the Closing Date, GFC-East Rutherford, LLC, will pay
       Foamex L.P., $1,000,000 from GFC-ER's proceeds of sale of
       the real property under the Purchase and Escrow Agreement
       dated May 12, 2006, as amended;

   (b) PMC, Inc., will pay Foamex's portion of the legal fees on
       a going forward basis in the defense of the Rhode Island
       Action -- a consolidated master complaint of 200
       individual lawsuits filed in Rhode Island against various
       entities, including Foamex -- assuming the Closing Date is
       on or before October 31,2 006.  If the Closing Date occur
       after October 31 to November 30, Foamex will pay one-half
       of the legal fees accruing to Foamex during that period.
       Thereafter, PMC will pay Foamex' portion of those legal
       fees incurred in defense of the Action;

   (c) Foamex will dismiss its adversary proceeding against PMC,
       and releases PMC from any claims relating to the Rhode
       Island Action and the Adversary Proceeding; and

   (d) If Foamex' insurance carriers reimburse it the legal fees
       it incurred in defense of the Rhode Island Action, Foamex
       will deliver to PMC the reimbursed funds exceeding Foamex'
       insurance deductible of $750,000, and any costs incurred
       by Foamex related to the Rhode Island Action not
       reimbursed by PMC.

                   Williams, et al., React

Donovan Williams, in behalf of himself and the plaintiffs in case
captioned Gray et al. v. Derderian, et al. (CA 04-312) pending in
the United States District Court for the District of Rhode
Island, notes that the Debtors allude to an aspect of the
unredacted proposed settlement that purportedly needs to occur by
Oct. 30, 2006.

Mr. Williams, et al., complains that they should not be forced to
act precipitously on the Settlement Motion absent a fair
opportunity to review the Settlement Agreement and its terms.

Accordingly, Mr. Williams, et al., ask the Court to deny the
Debtors' request for approval of the settlement.

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


FOCUS CORPORATION: Moody's Assigns B2 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Focus Corporation.  Focus is undertaking a recapitalization to
repay existing debt of CDN$110 million, pay a dividend to
shareholders of CDN$97 million, fund cash payments for two
acquisitions of CDN$62 million, and pay fees and expenses.  The
transactions are being financed with proposed credit facilities
that include a CDN$30 million senior secured first lien revolver
(expected to be undrawn at close), CAD 165 million senior secured
first lien term loan, a CDN$70 million second lien term loan, and
CAD 40 million in payment-in-kind mezzanine notes issued by parent
New Group Holding Focus (British Columbia).

Moody's assigned these first-time ratings to Focus:

   -- CDN$30 million senior secured first lien revolver maturing
      2011, Ba3 (LGD2, 28%)

   -- CDN$165 million senior secured first lien term loan B due
      2012, Ba3 (LGD2, 28%)

   -- CDN$70 million senior secured second lien term loan due
      2013, B3 (LGD5, 76%)

   -- Corporate Family Rating, B2

   -- Probability of Default Rating, B2

The ratings outlook is stable.

The ratings reflect significant leverage subsequent to the
proposed recapitalization.  Pro forma for the proposed
recapitalization, including the PIK mezzanine notes at Focus's
parent and after application of Moody's standard adjustments,
total debt to EBITDA at August 31, 2006 was approximately 5.1
times, free cash flow to debt was about 7%, and EBIT coverage of
interest expense was less than 2.0 times.

Moody's views Focus's business profile as entailing risks that
limit the B2 Corporate Family Rating.  The two acquisitions being
undertaken as part of the current transaction involve integration
risk and follow two acquisitions that were completed and
integrated earlier this year.  Focus has a significant level of
customer concentration and derives approximately two-thirds of
revenues from the oil and gas industry, a sector where demand for
services is subject to volatility related to the prices of oil and
natural gas.

Strengths in Focus's business profile include diversification
between the energy and infrastructure end markets and the long-
term relationships the company has enjoyed with most of its larger
customers, as well as significant margin improvements and EBITDA
growth over the past two years resulting from positive oil and gas
and infrastructure fundamentals and from productivity improvements
related to the company's proprietary technology. The company has
benefited from revenue growth that has resulted in better
utilization of its existing cost structure.  Moody's also notes
that the company participates in activities associated with the
development of oil sands resources, which have drawn significant
private investment and public sector support.

The Ba3 ratings on the senior secured first lien credit facility
that consists of the CDN$30 million revolver and CDN$165 million
term loan reflect the facility's priority position in the capital
structure and a Loss Given Default assessment of LGD2.  The rating
on the first lien facility benefits from a first priority claim on
all tangible and intangible assets of the borrower, Focus
Corporation, and its parent and subsidiaries, as well as the loss
absorption provided by the second lien term loan and the CAD 40
million of PIK mezzanine notes (not rated by Moody's).  The credit
facility is guaranteed by the company's parent and by each
existing and future subsidiary.

The B3 and LGD5 ratings assigned to the CDN$70 million senior
secured second lien term loan reflect its subordination to the
sizable amount of first lien debt.  The second lien loan also
benefits from the loss absorption provided by the PIK mezzanine
notes, has the same guarantees as the first lien facility, and has
a second priority claim on the same collateral.

The stable ratings outlook anticipates that Focus will
successfully integrate the companies it is acquiring and maintain
solid free cash flow and operating margins.

The outlook or ratings could be lowered if Focus loses a
significant customer, experiences integration inefficiencies,
encounters other operational difficulties, or pursues financial
policies that result on a sustained basis in adjusted debt to
EBITDA rising above 6 times and adjusted EBIT to interest expense
falling below 1.5 times.  A track record of sustained operating
performance subsequent to the current acquisitions that results in
adjusted debt to EBITDA of less than 5 times and EBIT interest
coverage above 2 times would likely result in a positive change in
the outlook or ratings.

Focus Corporation, headquartered in Edmonton, Alberta, is a firm
in Western Canada providing services to end-market segments that
include energy, land development, transportation, and community
infrastructure through two primary divisions: Geomatics Energy
Services and Intec Engineering Services.


FTD INC: Moody's Assigns Loss-Given-Default Ratings
---------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. and Canadian retail sector, the rating
agency confirmed its B1 Corporate Family Rating for FTD Group,
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
   ----------           -------  -------  ------   ----------
   $75 million Sr. Sec.
   Revolving Credit
   Facility               Ba3      Ba2     LGD2        24%

   Sr. Sec. Term Loan B   Ba3      Ba2     LGD2        24%

   7.75% Sr. Sub. Global
   Notes                  B3       B3      LGD5        79%

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%).

FTD Group, Inc. provides of floral products to consumers and
retail florists, as well as other retail locations offering floral
products, in the U.S., Canada and the U.K.  The company's business
is supported by the FTD and Interflora brands.


GARDNER DENVER: Moody's Assigns Loss-Given-Default Rating
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
confirmed the Ba2 Corporate Family Rating for Gardner Denver,
Inc., as well as the B1 rating on the company's $125 million
8% senior subordinate notes due 2013.  Those debentures were
assigned an LGD6 rating suggesting that creditors will experience
a 92% loss in the event of a default.

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

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

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

Headquartered in Quincy, Illinois, Gardner Denver, Incorporated
-- http://www.gardnerdenver.com/-- is a manufacturer of blowers,
air compressors, petroleum pumps, water jetting pumps and
accessories, and fluid transfer equipments, and liquid ring pumps.


GENERAL MOTORS: Posts $115 Million Net Loss in 2006 Third Quarter
-----------------------------------------------------------------
General Motors Corp. reported a net loss of $115 million for the
third quarter of 2006, compared with a loss of $1.7 billion for
the year-ago quarter.  The net loss for this year's third quarter
included $644 million in charges for special items, including
goodwill impairment at General Motors Acceptance Corp. and an
increase to the charge associated with Delphi Corp.'s
reorganization.

GM reported 2006 third-quarter adjusted net income, excluding
special items, of $529 million on revenue of $48.8 billion.  These
results represent a $1.6 billion improvement from the year-ago
loss of $1.1 billion.  GM's global automotive operations almost
fully accounted for the improvement, while lower GMAC results were
more than offset by benefits associated with certain tax matters.

As a result of progress in ongoing discussions regarding the
bankruptcy filing by Delphi and updated estimates related to
certain benefit guarantees, GM has significantly narrowed the
range of its estimated potential exposure related to this filing.
The new range is between $6 and $7.5 billion pre-tax, as compared
to a previously disclosed range of $5.5 to $12 billion.  GM
believes the more likely amount of the liability is at the lower
end of this new range.

Reflecting these updated estimates, GM has also increased the
reserve for its contingent liability for Delphi by $500 million in
the third quarter, bringing the total charges taken to date to
$6 billion pre-tax.  In addition to these charges, the final
agreement with Delphi may result in GM agreeing to reimburse
Delphi for certain labor expenses to be incurred upon and after
Delphi 's emergence from bankruptcy.  The initial payment in 2007
is not expected to exceed approximately $400 million pre-tax, and
the ongoing expenses would be of limited duration and estimated to
average less than $100 million pre-tax annually.  GM expects these
payments to be far exceeded by anticipated reductions in Delphi
material cost premiums.

"Our third quarter results again reflect significant progress in
our fast-paced initiatives to turn around our business and create
a company that is leaner, faster and positioned for long-term
sustainable growth," said Chairman and Chief Executive Officer
Rick Wagoner.  "Our turnaround efforts in North America and Europe
are well underway, and having a large impact on the bottom line,
as evidenced by the $1.6 billion improvement for the quarter.
This improvement in North America and Europe, combined with the
strong sales growth and earnings performance we see in Asia and
Latin America, confirm that our plan is on track.  We have more
work to do, and we remain focused on continuing progress in the
quarters to come.

"In addition to the automotive turnaround, our near-term
priorities include the successful resolution of the Delphi
negotiations and closing the GMAC transaction," said Mr. Wagoner.
"While a number of important issues still remain to be resolved,
we are encouraged by the progress we have made on Delphi, and
remain optimistic that we can achieve a consensual agreement.
Regarding GMAC, we have completed several key milestones in the
process and continue to work toward a fourth-quarter close."

                  GM Automotive Operations

Net income from global automotive operations improved by $1.5
billion year-over-year, posting a loss of $116 million on an
adjusted basis, excluding special items (reported net loss of $62
million).  This improvement is due primarily to significant
improvement in North America, along with continued strong
performance in other regions.

GM's global market share in the third quarter was 13.9%, up
slightly from the second quarter market share of 13.7%, but down
from 14.4% in the third quarter of 2005.  The change in market
share is largely attributable to the company's strategy of
reducing sales of low-margin daily rental vehicles in North
America and Europe.  GM share in the U.S., however, set a stronger
pace in the third quarter at 25.1%, its highest quarterly result
in 2006.

GM North America posted an adjusted net loss of $367 million in
the third quarter of 2006 (reported net loss of $374 million), a
$1.3 billion improvement year-over-year, despite a decrease in
production of 96,000 units.  This significant progress largely
reflects improvements in structural costs, as the company executes
the pension, health care and manufacturing cost reduction
initiatives related to its North American turnaround plan.  The
structural cost reductions, which are on track to total $6 billion
in 2006, far offset the impact of the lower production for the
quarter.

"There continues to be excellent progress in North America, with
over $3.4 billion of net income improvement in the first nine
months of the year.  We are encouraged by the results, but we
recognize that there is still more work to be done," Mr. Wagoner
said.  "We are on track to meet the structural cost reduction
target of $9 billion on an average annual running rate basis by
the end of 2006.  Just as important, our aggressive new product
launch program, a result of our increased capital spending,
continues this fall with the introduction of our all-new Chevrolet
Silverado and GMC Sierra pickups and the Saturn Outlook and GMC
Acadia crossovers."

GM Europe posted an adjusted net loss for the quarter of
$16 million (reported net loss of $103 million) reflecting an
improvement of $105 million from the prior year's loss of
$121 million.  The results reflect continued execution of the GME
restructuring plan, emphasizing both structural cost reductions
and improved quality of sales.

"Our turnaround in Europe is in full gear.  The region continues
to make strides in cost reduction, augmented by pricing
improvements arising from a focused sales and marketing strategy
including lower rental fleet volume," Mr. Wagoner said.  "We are
seeing strong results from our Chevrolet brand, which posted
record sales in Europe for the quarter.  And, the newly launched
Opel/Vauxhall Corsa is on track to exceed its 2006 objectives,
with approximately 130,000 orders already placed in Europe."

GM Asia Pacific posted adjusted net earnings of $83 million for
the third quarter (reported net earnings of $231 million), down
from last year's earnings of $188 million.  The difference
primarily reflects the loss of income from Suzuki following the
reduction in GM's equity interest in Suzuki and costs associated
with launching the important all-new Holden Commodore and
Statesman models in Australia.  Strong sales performance in the
region continued as market share increased to 6.2% from 5.9%,
driven primarily by growth in Korea and China.  GM products
continue to gain strong acceptance in the fast-growing China
market, with record third quarter sales of 192,000 units, up 17%
over the same period last year.  GM's global sales of GM Daewoo
products exceeded 276,000 units in the third quarter, up 21% over
third quarter 2005.

GM Latin America, Africa and Middle East posted strong adjusted
and reported net earnings of $184 million for the third quarter,
which reflects an improvement of $153 million from the year-ago
period.  The results primarily reflect an increase in volume
generated by new product launches throughout the region.  Market
share in the region increased to 17.3% from 16.7% in the year-ago
period as a result of strong sales in Brazil, South Africa,
Colombia and the Middle East.

"Our Latin America, Africa and Middle East region posted their
best quarterly financial results in nine years," said Mr. Wagoner.
"We are seeing strong performance and growth in virtually every
market in the region - - a great example of leveraging our global
product portfolio in key growth markets."

                               GMAC

GMAC Financial Services earned adjusted net income of $346 million
in the third quarter of 2006, as compared to record net income in
the year-ago period of $654 million.  GMAC's reported net loss for
the quarter totaled $349 million, which included non-cash goodwill
impairment charges of $695 million after-tax related to GMAC's
Commercial Finance business.

GMAC's financing operations earned $136 million for the third
quarter, as compared to $139 million earned in the year-ago
period.  These results include an expense of $135 million related
to GMAC's successful third quarter offer to repurchase $1 billion
worth of certain zero coupon bonds, which will result in improved
earnings in future quarters.  Auto Finance results otherwise
benefited from an increase in net financing revenue as a result of
strong retail financing penetration as well as lower provisions
for credit losses.

ResCap's net income was $76 million in the third quarter of 2006,
down from $282 million earned in the third quarter of 2005.  The
decrease in earnings was attributable to the challenging U.S.
mortgage market that has negatively impacted margins and credit
performance despite year-over-year increases in production.
Mortgage originations totaled $51.5 billion for the quarter,
representing a slight increase from $51.3 billion in the same
period in the prior year.

GMAC's Insurance operations generated record quarterly net income
of $191 million in the third quarter, up $102 million from
earnings of $89 million in the year-ago period, primarily
attributable to a combination of favorable loss performance and
higher capital gains.

Excluding the goodwill impairment charge, GMAC's Other segment,
which includes the Commercial Finance business unit and GMAC's
equity investment of approximately 22% in Capmark Financial Group
Inc. (Capmark), incurred an adjusted loss of $57 million (reported
net loss of $752 million including the goodwill impairment
charge), compared to $144 million earned in the same period last
year.  This decline results partially from GMAC's reduction in
ownership interest of Capmark as a result of the first quarter
sale.  In addition, it includes the negative impact of higher
credit provisions at Commercial Finance.

GMAC paid GM a $500 million dividend in the third quarter,
resulting in 2006 year-to-date cash dividends of $1.9 billion.

GMAC continues to maintain adequate liquidity, while prudently
reducing its excess levels of cash to more moderate levels with
cash reserve balances at Sept. 30, 2006 of $14.1 billion,
including $9.1 billion in cash and cash equivalents and $5 billion
invested in marketable securities.  This compares with cash
balances of approximately $23 billion at June 30, 2006.

                       Cash and Liquidity

Cash, marketable securities, and readily available assets of the
Voluntary Employees' Beneficiary Association trust totaled
$20.4 billion at Sept. 30, 2006, down from $22.9 billion on June
30, 2006, but up from $19.2 billion on Sept. 30, 2005.  GM
withdrew $2 billion from the VEBA trust in the third quarter to
fund health care.

                      About General Motors

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries and its vehicles are sold in 200 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2006,
Standard & Poor's Ratings Services said that its 'B' long-term and
'B-3' short-term corporate credit ratings on General Motors Corp.
would remain on CreditWatch with negative implications, where they
were placed March 29, 2006.

As reported in the Troubled Company Reporter on July 27, 2006,
Dominion Bond Rating Service downgraded the long-term debt ratings
of General Motors Corporation and General Motors of Canada Limited
to B.  The commercial paper ratings of both companies are also
downgraded to R-3 (low) from R-3.

As reported in the Troubled Company Reporter on June 22, 2006,
Fitch assigned a rating of 'BB' and a Recovery Rating of 'RR1' to
General Motor's new $4.48 billion senior secured bank facility.
The 'RR1' is based on the collateral package and other protections
that are expected to provide full recovery in the event of a
bankruptcy filing.

As reported in the Troubled Company Reporter on June 21, 2006,
Moody's Investors Service assigned a B2 rating to the secured
tranches of the amended and extended secured credit facility of up
to $4.5 billion being proposed by General Motors Corporation,
affirmed the company's B3 corporate family and SGL-3 speculative
grade liquidity ratings, and lowered its senior unsecured rating
to Caa1 from B3.  The rating outlook is negative.


GOODYEAR TIRE: S&P Puts Synthetic Transactions' Rating on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' ratings on
Corporate Backed Trust Certificates Goodyear Tire & Rubber Note-
Backed Series 2001-34 Trust's class A-1 and A-2 certificates on
CreditWatch with negative implications.

The CreditWatch placements follow the Oct. 16, 2006, placement of
the ratings assigned to Goodyear Tire & Rubber Co. on CreditWatch
with negative implications.  Corporate Backed Trust Certificates
Goodyear Tire & Rubber Note-Backed Series 2001-34 Trust is a swap-
independent synthetic transaction that is weak-linked to the
underlying securities, Goodyear Tire & Rubber Co.'s 7% notes due
March 15, 2028.


GREAT COMMISSION: Exclusive-Filing Period Extended to November 8
----------------------------------------------------------------
The Honorable Mary D. France of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania in Harrisburg extended The Great
Commission Care Communities Inc., dba The Woods at Cedar Run's
exclusive period to file a plan of reorganization until Nov. 8,
2006.

Judge France also extended the Debtor's exclusive period to
solicit acceptances of that plan until Jan. 26, 2007.

Headquartered in Camp Hill, Pennsylvania, The Great Commission
Care Communities, Inc., dba The Woods at Cedar Run --
http://www.woodsatcedarrun.com/-- is a non-profit retirement
community providing independent housing and assisted living
services.  The company filed for chapter 11 protection on May 10,
2006 (Bankr. M.D. Penn. Case No. 06-00914).  Robert E. Chernicoff,
Esq., at Cunningham and Chernicoff, P.C., represents the Debtor.
When the Debtor filed for protection from its creditors, it
estimated assets between $1 million and $10 million and
debtsbetween $10 million and $50 million.


GSRPM MORTGAGE: Moody's Places Class B-4 Certificate Rating at Ba2
------------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by GSRPM Mortgage Loan Trust 2006-2 and
ratings ranging from Aa2 to Ba2 to the subordinate certificates in
the transaction.

The securitization is backed by performing and re-performing
mortgages purchased from Washington Mutual Bank, Bank of America,
National Association, Wells Fargo Bank, National Association,
Ameriquest Mortgage Company, Freemont Investment & Loan and
others.  The ratings are based primarily on the credit quality of
the loans, and on the protection from subordination,
overcollateralization, and excess spread. Moody's expects
collateral losses to range from 5.55% to 6.05%.

Ocwen Loan Servicing, LLC (SQ2-), Washington Mutual Bank (SQ2)
subprime, Well Fargo Bank, N.A. (SQ1) subprime, Bank of America,
National Association, and Avelo Mortgage, L.L.C. will service the
loans.  JPMorgan Chase Bank, N.A. will act as the master servicer.

These are the rating actions:

   * Issuer: GSRPM Mortgage Loan Trust 2006-2

                   Class A-1A, rated Aaa
                   Class A-1B, rated Aaa
                   Class A-2, rated Aaa
                   Class M-1, rated Aa2
                   Class M-2, rated A2
                   Class B-1, rated Baa1
                   Class B-2, rated Baa2
                   Class B-3, rated Baa3
                   Class B-4, rated Ba2


HALCYON LOAN: S&P Rates $16 Million Class D Notes at BB
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Halcyon Loan Investors CLO I Ltd./Halcyon Loan
Investors CLO I Inc.'s $379 million floating-rate notes due 2020.

The preliminary ratings are based on information as of Oct. 24,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

    -- The expected commensurate level of credit support in the
       form of subordination to be provided by the notes junior to
       the respective classes;

    -- The cash flow structure, which was subjected to various
       stresses requested by Standard & Poor's;

    -- The experience of the collateral manager; and

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

                Preliminary Ratings Assigned

              Halcyon Loan Investors CLO I Ltd./
              Halcyon Loan Investors CLO I Inc.

          Class           Rating                  Amount
          -----           ------                  ------
          A-1A            AAA               $270,000,000
          A-1B            AAA                $30,000,000
          A-2             AA                 $25,000,000
          B               A                  $20,000,000
          C               BBB                $18,000,000
          D               BB                 $16,000,000
          Income notes    NR                 $32,700,000

                       NR - Not rated.


HEMOSOL CORP: Files Plan of Compromise and Arrangement
------------------------------------------------------
Hemosol Corp. has filed its Plan of Compromise, Arrangement and
Reorganization with the Ontario Superior Court of Justice.

In accordance with the Order made by the Court on Oct. 13, 2006,
PricewaterhouseCoopers Inc., in its capacity as interim receiver
of the assets, property and undertaking of Hemosol, and its
affiliate Hemosol L.P., will be mailing a copy of the plan to all
creditors of Hemosol affected by the Plan.

The Receiver also filed with the Court a report providing certain
additional information about the Plan, and will mail the report to
Hemosol's creditors affected by the Plan.  A copy of the Plan and
the Receiver's report, will be posted on the Receiver's website at
http://www.pwc.com/brs-hemosol/

The Plan, among others, provides for:

   (a) two classes of creditors, namely an affected secured
       creditor class and an unsecured creditor class;

   (b) the distribution of cash to the creditors with proven
       claims;

   (c) the consolidation of the existing shares of Hemosol such
       that the existing shareholders will not retain more than
       1% of the post-implementation equity of Hemosol;

   (d) the issuance of new shares of Corp to 2092248 Ontario Inc.
       such that the Plan Sponsor will obtain not less than 99%
       of the post-restructuring equity of Hemosol;

   (e) the cancellation of the limited partnership interest of
       LPBP Inc. in LP and the issuance of partnership units
       to the Plan Sponsor such that it will own 100% of LP;

   (f) the release of Hemosol and their respective employees,
       officers and directors from any and all claims, except for
       those specific claims described in the Plan and claims
       that cannot be released by law.

The Plan Sponsor will contribute CDN$17.5 million to fund payments
to be made pursuant to the Plan.

The implementation of the transactions contemplated in the Plan
and the related plan sponsorship agreement entered into between
the Receiver and the Plan Sponsor, is still conditional upon the
Plan receiving approval by Hemosol's creditors and the Court.  If
the transactions contemplated in the Plan are implemented, they
will result in a substantial dilution of the equity of Hemosol
held by the shareholders existing at the time of implementation.

                    CCA Proceedings Extended

The Ontario Superior Court of Justice has extended the stay of
proceedings against Hemosol Corp. and its affiliate Hemosol, L.P.,
in their Creditors Arrangement Act (Canada) proceedings until
Nov. 17, 2006.

The Court also ordered that Hemosol's meetings of creditors to
consider the company's plan of compromise or arrangement will be
held on Nov. 6, 2006.  In the event that the Plan is approved by
the requisite majorities of creditors, the sanction hearing in
respect of the Plan will be heard on Nov. 15, 2006.

                      About Hemosol Corp.

Hemosol Corp. (NASDAQ: HMSLQ, TSX: HML) -- http://www.hemosol.com/
-- is an integrated biopharmaceutical developer and manufacturer
of biologics, particularly blood-related protein based
therapeutics.  Information on Hemosol's restructuring is available
at http://www.pwc.com/ca/eng/about/svcs/brs/hemosol.html

Hemosol Corp. and Hemosol LP filed a Notice of Intention to Make
a Proposal Pursuant to Section 50.4 (1) of the Bankruptcy and
Insolvency Act on Nov. 24, 2005.  The company had defaulted in
the payment of interest under its $20 million credit facility.
Hemosol said that it would require additional capital to
continue as a going concern and is in discussions with its
secured creditors with respect to its current financial position.
On Dec. 5, 2005, PricewaterhouseCoopers Inc. was appointed interim
receiver of the Companies.


HOLLINGER INC: Reports $28.1 Million Cash on Hand at October 20
---------------------------------------------------------------
Hollinger Inc. filed on Oct. 23, 2006, an update on the Company as
of October 20, in accordance with the guidelines of the management
and insider cease trade order.

Sun-Times Media Group Inc., Oct. 18, 2006, through a press release
stated that the expected weakness in the Chicago newspaper
advertising market experienced during the first two quarters of
2006 continued and accelerated through the third quarter.  The
Board of Directors of Sun-Times and its management are considering
options to address the shortfall in performance and cash flow,
including a review of its dividend policy.

                      Financial Statements

The Company disclosed that it has not filed its annual reports for
the fiscal years ended Dec. 31, 2003, 2004, and 2005 and for its
new fiscal year ended March 31, 2006, on a timely basis as
required by Canadian securities legislation.  The Company has also
not filed its interim financial statements for the fiscal quarters
ended March 31, June 30 and September 30 in each of its 2004 and
2005 fiscal years and for the fiscal quarter ended June 30, 2006.
The Company's Audit Committee and management continue to work with
its auditors, and are continuing discussions with regulators to
finalize its historical audited financial statements and bringing
its public filings up to date.

               Supplemental Financial Information

As of the close of business Oct. 13, 2006, the Company and its
subsidiaries, other than Sun-Times Media Group Inc. and its
subsidiaries, had approximately $28.1 million of cash or cash
equivalents on hand, including restricted cash.  The Company also
owned, directly or indirectly, 782,923 shares of Class A Common
Stock and 14,990,000 shares of Class B Common Stock of Sun-Times.
Based on the Oct. 13, 2006 closing price of the shares of Class A
Common Stock of Sun-Times on the NYSE of $6.79, the market value
of the Company's holdings in Sun-Times was $107.1 million, which
are being held in escrow in support of future retractions of its
Series II Preference Shares and which are also pledged as security
to its senior and second senior notes.  The Company also has
previously deposited approximately CDN$8.7 million in trust with
the law firm of Aird & Berlis LLP, as trustee, in support of its
indemnification obligations to six former independent directors
and two current officers.  Further, CDN$754,000 has been deposited
in escrow with the law firm of Davies Ward Phillips & Vineberg LLP
in support of the obligations of a certain subsidiary.

As of Oct. 13, 2006, the Company has approximately $101.8 million
aggregate collateral securing the $78 million Senior Notes and the
$15 million Second Senior Notes outstanding.  The Company says
that it is up to date on all payments due under the Senior and
Second Senior Notes.  However, it is non-compliant under the
Notes' Indentures with respect to certain financial reporting
obligations and other covenants arising from the insolvency
proceedings of the Ravelston Entities.  The holders of the Notes
have not taken any action on the defaults.

          Ravelston Receivership and CCAA Proceedings

On April 20, 2005, the Court issued two orders by which The
Ravelston Corporation Limited and Ravelston Management Inc. were
placed in receivership pursuant to the Bankruptcy & Insolvency Act
of Canada and the Courts of Justice Act of Ontario and granted
protection pursuant to the Companies' Creditors Arrangement Act of
Canada.  RSM Richter Inc. was appointed by the Court as receiver
and manager and interim receiver of all the property, assets and
undertaking of Argent News Inc., a wholly owned subsidiary of
Ravelston.  The Court has also extended the stay of proceedings
against the Ravelston Entities to Jan. 19, 2007.

Hollinger Inc.'s (TSX: HLG.C)(TSX: HLG.PR.B)
-- http://www.hollingerinc.com/-- principal asset is its
approximately 70.1% voting and 19.7% equity interest in Sun-Times
Media Group Inc. (formerly Hollinger International Inc.), a
newspaper publisher with assets which include the Chicago Sun-
Times and a large number of community newspapers in the Chicago
area.  Hollinger also owns a portfolio of commercial real estate
in Canada.

                          Litigation Risks

Hollinger Inc. faces various court cases and investigations, one
of which is the $425,000,000 fraud and damage suit filed in the
State of Illinois by Hollinger International.


HOLLY ENERGY: Moody's Assigns Loss-Given-Default Ratings
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its Ba3 corporate
family rating on Holly Energy Partners, L.P.

At the same time, the rating agency lowered its Ba3 probability-
of-default rating on the Company's 6.25% Sr. Unsec. Gtd. Global
Notes due 2015 to B1 and attached an LGD4 rating on these notes,
suggesting noteholders will experience a 62% 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%).

Holly Energy Partners, L.P., headquartered in Dallas, Texas,
provides refined petroleum product transportation and terminal
services to the petroleum industry, including Holly Corporation,
which owns a 48% interest in the Partnership subsequent to this
transaction.  The Partnership owns and operates refined product
pipelines and terminals primarily in Texas, New Mexico, Oklahoma,
Arizona, Washington, Idaho and Utah. In addition, the Partnership
owns a 70% interest in Rio Grande Pipeline Company, a transporter
of LPGs from West Texas to Northern Mexico.


IMAX CORP: S&P Affirms B- Rating and Removes Developing Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B-' corporate credit rating, on IMAX Corp. and removed them
from CreditWatch, where they were placed on March 10, 2006, with
developing implications.

The outlook is negative.  As of June 30, 2006, the company had
$160 million of debt.

"The rating action is based on management having discounted the
likelihood of IMAX being acquired by a strategic buyer," said
Standard & Poor's credit analyst Tulip Lim.  "However, the company
is continuing talks with financial buyers."

As a result, S&P no longer sees the potential for an upgrade
arising from a strategic transaction, and the possibility of a
downgrade now appears less likely given that management has been
reviewing offers for a while without concluding a transaction.

The rating reflects the modest size and uncertain long-term
earnings potential of the company's niche market relative to its
debt burden, weak discretionary cash flow, and limited liquidity.
These concerns overshadow IMAX's position as a specialized
provider of giant-screen projection, camera, and sound systems;
the recurring revenue provided by the installed base of about 280
IMAX theater systems; and a measure of near-term revenue
visibility provided by the company's backlog of pending system
installations.


INCO LTD: Steelworkers Union Approves New Collective Agreement
--------------------------------------------------------------
Members of the United Steelworkers' Local 7619 at Teck Cominco
Ltd.'s Highland Valley Copper mine have voted to accept a new
multi-year collective agreement with Inco Ltd., which will be in
place until Sept. 30, 2011.

USW Western Canada Director Steve Hunt said that worker solidarity
and tough bargaining by the union led to a contract that leads the
way in the Canadian copper mining industry, while soundly
defeating Teck Cominco's drive for concessions.

"Our members, who are the most productive copper miners in the
world, said no to concessions and stood strongly together to
achieve a solid collective agreement, with major increases to
wages and benefits," said Hunt.  "Steelworkers have negotiated our
fair share and these improvements will benefit our families and
our communities."

Local 7619 President Richard Boyce said the union's negotiating
committee counted on the strength of its membership to ensure the
last-minute agreement.  A strike was averted just minutes before
midnight on Sept. 30, 2006, as the union's nearly 800 members at
HVC were poised to shut down operations.  Workers had voted 99.8
per cent in favor of taking strike action if a new contract was
not reached.

Highlights of the five-year collective agreement include across-
the-board wage increases of four per cent in each year, along with
an additional wage category negotiated for trades and technical
workers.  On Oct. 1, 2010 the top wage will be $38.91 per hour.

Retiring employees will receive increased defined pension benefits
of $60 per month per year of service in the first year, with
subsequent increases.  Those retiring in the fifth year of the
contract will receive $68 per month per year of service. Increased
survivors' benefits will be provided at no additional cost to
workers.

To help achieve higher retirement benefits in the future, workers
will steer their future copper production bonuses -- in which
copper prices have risen by 300 per cent in the last three years -
- into the pension plan to drive further increases in defined
benefits.  If copper prices remain above CDN$1.27, the copper
bonus will add an additional $1.50 to $2 to the pension base in
each year of the deal.

Other key improvements are post-retirement medical benefits, along
with other improvements to benefit members and their families.

To assist in training and keeping trades apprentices employed at
HVC, the union negotiated wage grade increases in all five years
of the apprenticeship period, along with a series of other
benefits.  In addition there are vacation pay increases to those
with between 18-28 years seniority.

The agreement also includes increased severance pay should any
employee be laid off as a result of the restructuring of company's
operations or in the case of a permanent closure.

The USW represents more than 280,000 men and women working in
every sector of Canada's economy.

                        About Inco Ltd.

Headquartered in Sudbury, Ontario, Inco Limited (TSX, NYSE:N) --
http://www.inco.com/-- produces nickel, which is used primarily
for manufacturing stainless steel and batteries.  Inco also
mines and processes copper, gold, cobalt, and platinum group
metals.  It makes nickel battery materials and nickel foams,
flakes, and powders for use in catalysts, electronics, and
paints.  Sulphuric acid and liquid sulphur dioxide are produced
as byproducts.  The company's primary mining and processing
operations are in Canada, Indonesia, and the U.K.

                        *     *     *

Inco Limited's 3-1/2% Subordinated Convertible Debentures due
2052 carry Moody's Investors Service's Ba1 rating.


INCO LTD: Companhia Vale do Rio Doce Takes Control
--------------------------------------------------
Inco Limited disclosed that Companhia Vale do Rio Doce has
indicated in a news release that 174,623,019 common shares of Inco
have been validly deposited to CVRD's offer to purchase for cash
all of the outstanding common shares of Inco.

CVRD has taken up and accepted for payment all shares tendered,
which represent 75.66% of the issued and outstanding Inco common
shares on a fully diluted basis.

CVRD also reported that it has extended the expiry date of the
CVRD Offer to enable the remaining Inco shareholders to receive
prompt payment of the Cdn.$86.00 per share consideration under the
CVRD Offer.  The CVRD Offer will now expire at midnight (Toronto
time) on Nov. 3, 2006.

"Inco's Board and management believe that combining CVRD and Inco
presents a great opportunity to create value," said Scott Hand,
Inco's Chairman and Chief Executive Officer.  "We plan to assist
CVRD in every way we can to ensure a smooth integration of our two
companies, to create a new global leader in the metals and mining
industry."

"Inco has a long and storied history and our employees can take
can great pride in what we have achieved," he said.  "Now we're
looking forward to an exciting new phase in our history."

                         About Inco Ltd.

Headquartered in Sudbury, Ontario, Inco Limited (TSX, NYSE:N) --
http://www.inco.com/-- produces nickel, which is used primarily
for manufacturing stainless steel and batteries.  Inco also
mines and processes copper, gold, cobalt, and platinum group
metals.  It makes nickel battery materials and nickel foams,
flakes, and powders for use in catalysts, electronics, and
paints.  Sulphuric acid and liquid sulphur dioxide are produced
as byproducts.  The company's primary mining and processing
operations are in Canada, Indonesia, and the U.K.

                          *     *     *

Inco Limited's 3-1/2% Subordinated Convertible Debentures due
2052 carry Moody's Investors Service's Ba1 rating.


INERGY LP: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its Ba3 corporate
family rating on Inergy, L.P.

The rating agency also 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
   ----------           -------  -------  ------   ----------
   6.875% Sr. Unsec.
   Gtd. Global Notes
   due 2014                B1       B1     LGD4        67%

   8.25% Sr. Unsec.
   Gtd. Global Notes
   due 2016                B1       B1     LGD4        67%

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%).

Inergy, L.P.'s operations include the retail marketing, sale and
distribution of propane to residential, commercial, industrial and
agricultural customers.  Inergy serves approximately 700,000
retail customers from over 300 customer service centers throughout
the eastern half of the United States.  The company also operates
a natural gas storage business and a supply logistics,
transportation and wholesale marketing business that serves
independent dealers and multi-state marketers in the United States
and Canada.


INEX PHARMA: Provides Updates on Tekmira Spin-Out Closing
---------------------------------------------------------
Inex Pharmaceuticals Corporation discloses an updated timeline for
the closing of the spin-out of Tekmira Pharmaceuticals
Corporation.

On Sept. 20, 2006 shareholders of INEX voted 99.3% in favour of
spinning out all of the company's technology, products, cash and
partnerships into Tekmira.  The closing of the Tekmira spin-out is
now subject to certain court hearings.

A hearing in British Columbia Supreme Court originally scheduled
for Oct. 23, 2006 has been rescheduled for November 7 and 8, 2006.
The hearing was rescheduled to accommodate a 2-day hearing given
that multiple motions will be heard, including INEX requesting a
court order to transfer the ongoing legal dispute with Protiva
Biotherapeutics, Inc. from INEX to Tekmira and a court approval of
the Plan of Arrangement to transfer all of the
company's assets to Tekmira.  The Court will also hear Protiva's
motion to block the spin-out of Tekmira.

The dispute with Protiva relates to rights of certain drug
delivery technology for the delivery of small interfering RNA, a
new class of oligonucleotide drugs.  As part of the contractual
agreements that created Protiva in 2001, INEX retained all rights
to the delivery of small molecules and oligonucleotides, which
INEX believes includes siRNA.

INEX believes that any technology advancements made by Protiva and
its collaborators or by INEX for the delivery of oligonucleotides,
including siRNA, are either owned by INEX or should be licensed to
INEX on an exclusive, worldwide, paid-up and royalty-free basis.
INEX is continuing to develop its
siRNA delivery technology with its collaborator, Alnylam
Pharmaceuticals, Inc., a leader in the development of therapeutics
based on siRNA.

There is also an outstanding legal dispute between INEX and
Protiva in the Superior Court of California.  INEX has filed a
motion to dismiss a law suit initiated by Protiva on the grounds
that California is an inappropriate venue to settle a dispute
between two British Columbia based companies and that the law suit
filed in California is nearly identical to claims filed in
British Columbia Supreme Court.  The California hearing was
scheduled to take place Oct. 20, 2006 but will now be heard on
Dec. 15, 2006.

Timothy M. Ruane, President and Chief Executive Officer of INEX,
said "We remain confident in our legal and contractual positions
versus Protiva and we are working to close the Tekmira spin-out as
quickly as possible."

The completion of the spin-out of Tekmira will allow INEX, having
no pharmaceutical assets, to complete a financing with an investor
group led by Sheldon Reid, a co-founder of Energy Capitol
Resources Ltd.  The Investor Group will invest up to $5.6 million
in INEX by way of convertible debentures.  Upon conversion of the
debenture following the completion of the reorganization, the
Investor Group will hold 100% of non-voting shares in INEX and 80%
of the total number of shares outstanding.
Therefore, current INEX common shareholders will own 20% of the
equity of INEX and 100% of the Tekmira shares.  The Investor Group
plans to raise additional capital and acquire a new business for
INEX.  The money received by INEX as part of the corporate
reorganization will be paid to the previous holders of
INEX's convertible debt as per the note purchase and settlement
agreement announced June 20, 2006.

                       About INEX Pharma

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

                         *     *     *

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


INLAND FIBER: Hires Cypress Holdings as Financial Advisor
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Inland Fiber Group LLC and its debtor-affiliates to employ Cypress
Holdings LLC as their financial advisor.

The firm will provide advisory services to the Debtors in
connection with valuation, restructuring and reorganization,
mergers and acquisitions, fairness opinions, and litigation
consulting.

J.T. Atkins, a director at Cypress Holdings, tells the Court that
he will be paid $625 per hour for his services, except that for
time spent preparing for or testifying in deposition or trial, the
rate will be $725 per hour.

Mr. Atkins further discloses that the firm's professionals bill:

        Professional                Hourly Rate
        ------------                -----------
        Managing Directors             $550
        Sr. Vice Presidents            $475
        Vice Presidents                $375
        Associates                     $275
        Analysts                       $175

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

Headquartered in Klamath Falls, Oregon, Inland Fiber Group LLC,
aka U.S. Timberlands Klamath Falls LLC, and its affiliate Fiber
Finance Corp., grow trees and sell logs, standing timber, and
timberland.  The Debtors filed a chapter 11 petition on Aug. 18,
2006 (Bankr. D. Del. Case Nos. 06-10884 & 06-10885).  William P.
Bowden, Esq. at Ashby & Geddes P. A. and Glenn E. Siegal, Esq. At
Dechert LLP represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, Inland
Fiber reported $81,890,311 in total assets and $264,433,754 in
total liabilities while its debtor-affiliate,  Fiber Finance,
disclosed $1,048 in total assets and $263,074,983 in total debts.


ITEN CHEVROLET: U.S. Trustee Appoints Three-Member Committee
------------------------------------------------------------
The U.S. Trustee for Region 12 appointed three creditors to serve
on an Official Committee of Unsecured Creditors in Iten Chevrolet
Company Inc.'s chapter 11 case:

   a) Brian Vanden Bosch
      Lubrication Technologies, Inc.
      900 Mendelssohn Ave. N.
      Golden Valley, Minnesota 55427
      Tel: (763) 417-1207

   b) Glen L. Wiens
      Crysteel Truck Equipment, Inc.
      52248 Ember Road, Box 733
      Lake Crystal, Minnesota 56055
      Tel: (507) 726-6041

   c) Jeff Holton
      ELEAD
      P.O. Box 6038
      Valdosta, Georgia 31603
      Tel: (229) 242-0237

The Trustee's notice discloses that Brian Vanden Bosch was named
acting chairperson of the committee.

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

Based in Brooklyn Center, Minnesota, Iten Chevrolet Company, Inc.
-- http://www.gmbuypower.com/-- operates a General Motors
Corporation automobile dealerships in Minnesota.  The Company
filed for chapter 11 protection on June 28, 2006 (Bankr. D. Minn.
Case No. 06-41259).  Mary Jo A. Jensen-Carter, Esq., at Buckley
and Jensen, represents the Debtor.  When the Debtor filed for
protection from its creditors, it listed assets of $16,083,417 and
debts of $17,703,249.


KATONAH IX: S&P Rates $15 Million Class B-2L Notes at BB
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Katonah IX CLO Ltd./Katonah IX CLO Corp.'s $406 million
floating- and fixed-rate notes.

The preliminary ratings are based on information as of Oct. 24,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

    -- The expected commensurate level of credit support in the
       form of subordination to be provided by the notes junior to
       the respective classes;

    -- The cash flow structure, which was subjected to various
       stresses requested by Standard & Poor's; and

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

                Preliminary Ratings Assigned

          Katonah IX CLO Ltd./Katonah IX CLO Corp.

         Class               Rating               Amount
         -----               ------               ------
         X                   AAA              $6,000,000
         A-1L                AAA            $221,000,000
         A-1LV*              AAA            $100,000,000
         A-2L                AA              $23,000,000
         A-3L                A               $26,000,000
         B-1L                BBB             $15,000,000
         B-2L                BB              $15,000,000
         Preference shares   NR              $29,000,000

* Class A-1LV is a revolving note that will meet Standard & Poor's
revolver criteria.

                      NR - Not rated.


KL INDUSTRIES: Governmental Claims Bar Date Set on Sunday, Oct. 29
------------------------------------------------------------------
The Honorable Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois in Chicago set Oct. 29, 2006,
Sunday, as the deadline for all governmental creditors owed money
by KL Industries Inc. on account of claims arising before May 2,
2006, to file their proofs of claim.

Creditors must file written proofs of claim on or before the
October 29 Claims Bar Date and those forms must be delivered to:

              Clerk of the Bankruptcy Court
              U.S. Bankruptcy Court
              Northern Districto of Illinois
              219 South Dearborn Street
              Chicago, IL 60604

Headquartered in Addison, Illinois, KL Industries, Inc.,
manufactures springs, assemblies and other products for the
automotive and electronic markets.  The Company does business as
KL Spring & Stamping Division, KL Spring Division, KL Stamping
Division, KL Assembly Division and American Metal Forming
Division.  The Company filed for bankruptcy protection on May 2,
2006 (Bankr. N.D. Ill. Case No. 06-04882).  Peter J. Roberts,
Esq., and Steven B. Towbin, Esq., at Shaw Gussis Fishman Glantz
Wolfson & Towbin LLC represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
retained Winston & Strawn LLP, to represent it in the Debtor's
case.  CM&D Capital Advisors LLC is the Debtor's financial
Advisor.  In its schedules of assets and liabilities, the Debtor
listed $10,462,451 in total assets and $11,898,913 in total
liabilities.  The Debtor wants its exclusive-filing period
extended to Oct. 6, 2006.


NEVADA DEPARTMENT: Moody's Puts Ba1 Rated $445.8MM Bonds on Review
------------------------------------------------------------------
Moody's Investors Service has placed on Watchlist for possible
downgrade the underlying Ba1 rating on the Nevada Department of
Business and Industry's $445.8 million Las Vegas Monorail Project
Revenue Bonds, First Tier Series 2000.  The bonds are insured by
AMBAC and rated Aaa based on the insurer's financial strength.

The bonds are secured by a first lien on the net revenues of the
Monorail system, which provides transit service along a 4.2 mile
corridor on the east side of the Las Vegas Strip.  The Watchlist
action is based the significantly below forecasted performance of
both ridership and revenues and the expected depletion of a
substantial amount of the Monorail's remaining working capital
reserves in the current and coming fiscal years.

A $2.00 or 66% fare increase implemented in January, 2006 appears
to have hurt prospects for ridership growth in FY 2006, as has the
introduction of expanded double decker bus service along the Las
Vegas Strip by Clark County, though Monorail farebox revenues are
trending slightly above farebox revenues for FY 2005.  The poor
performance of the Monorail stems in large part to its delayed
opening, severe mechanical problems and a subsequent shut down of
operations from September through December, 2004.  The Monorail
has been operating continuously since December 2004.

Our Watchlist review will focus on an assessment of the Monorail's
ability to significantly grow operating revenues through ridership
increases or advertising contracts over the near term in order to
avoid the depletion of available reserves and service its debt
service obligations.


LEVEL 3: Unit Plans Private Offering of New $400MM Senior Notes
---------------------------------------------------------------
Level 3 Communications Inc.'s subsidiary, Level 3 Financing Inc.,
plans to raise $400 million aggregate principal amount of new
Senior Notes due 2014 in a proposed private offering to "qualified
institutional buyers" as defined in Rule 144A under the Securities
Act of 1933 and outside the United States under Regulation S under
the Securities Act of 1933.

The senior notes will bear interest at a fixed rate and will
mature in 2014.  The senior notes will not be registered under the
Securities Act of 1933 or any state securities laws and, unless so
registered, may not be offered or sold except pursuant to an
applicable exemption from the registration requirements of the
Securities Act of 1933 and applicable state securities laws.  The
debt represented by the senior notes will constitute purchase
money indebtedness under the indentures of Level 3.

The net proceeds will be used solely to fund the cost of
construction, installation, acquisition, lease, development or
improvement of any assets to be used in the Company's
communications business, including the cash purchase price of any
past, pending or future acquisitions.  The offering is expected to
be completed during the week of Oct. 30, 2006, subject to market
conditions.

Headquartered in Bloomfield, Colorado, Level 3 Communications, Inc
(Nasdaq: LVLT) -- http://www.Level3.com/-- an international
communications company, provides Internet connectivity for
millions of broadband subscribers.  The company provides a
comprehensive suite of services over its broadband fiber optic
network including Internet Protocol services, broadband transport
and infrastructure services, colocation services, voice services
and voice over IP services.

At June 30, 2006, Level 3's balance sheet showed a stockholders'
deficit of $33 million, compared to a deficit of $476 million at
Dec. 31, 2005.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 20, 2006,
Dominion Bond Rating Service has placed the ratings of Level 3
Communications Inc.'s Senior Unsecured Notes (CCC) and
Subordinated Notes (C) and Level 3 Financing Inc.'s Senior Secured
Credit Facility (B(low)) and Senior Unsecured Notes (CCC) Under
Review with Positive Implications after the announcement that
Level 3 will acquire Broadwing Corporation for approximately
$1.4 billion in cash and stock.

Standard & Poor's Ratings Services affirmed its existing ratings
on Broomfield, Colorado-based Level 3 Communications Inc.,
including the 'CCC+' long-term corporate credit and 'B-3' short-
term credit ratings.

The rating agency also affirmed the 'B-' bank loan and '1'
recovery ratings on the $730 million secured nonamortizing
first-lien credit facility issued by Level 3's wholly owned
subsidiary, Level 3 Financing Inc.

The outlook is stable.

Fitch views the recent announcement by Level 3 Communications,
Inc. to acquire Broadwing Corporation as a credit positive and
consistent with its current rating rationale.  Fitch most recently
affirmed Level 3's Issuer Default Rating at 'CCC' on May 3, 2006
with a Positive Rating Outlook.


LITTLEFIELD TEXAS: Fitch Cuts Rating on $1.6 Mil. Certs. to BB+
---------------------------------------------------------------
Fitch downgrades the rating on Littlefield, Texas' outstanding
$1.6 million combination tax and revenue certificates of
obligation, series 1997 to 'BB+' from 'BBB+.'  The Rating Outlook
is Stable.

The downgrade primarily reflects the city's significantly weakened
financial position.  The general fund balance has been at minimal
levels for the past several years, while the detention center
fund, which supports the bulk of the city's general obligation
debt, is in a deficit unrestricted net asset position, created by
the pull-out of Texas Youth Commission prisoners in 2003.  Some
signs of financial improvement are evident, and projected fiscal
2006 results are expected to show a moderate increase in general
fund reserve levels as well as a small operating surplus in the
detention center fund.  Further, the detention center is now fully
occupied. Nevertheless, financial stabilization has not been
achieved, and the city remains highly dependent on housing outside
prisoners to meet operational and debt service requirements of the
detention center.

The city's general fund financial position is weak, with the
fiscal 2005 general fund balance as a percentage of expenditures
and transfers out representing a very modest 0.6%.  However,
officials anticipate that the recent imposition of a new 1/4%
sales tax should help boost the general fund balance by $100,000
to $150,000 for the close of fiscal 2006.  Further, the recent
approval of liquor sales in the area is anticipated to generate
additional sales tax receipts for the city.

Littlefield does not levy an interest and sinking fund tax for its
general obligation debt, relying on water and sewer system support
for the series 1997 COs and detention center fund revenues to
provide the debt service on the remainder of the city's
outstanding CO debt ($10.7 million).  In 2000, the city issued $11
million in certificates of obligation (COs) for the construction
of a detention center facility.  The 2000 COs were subsequently
refunded by the 2001 COs to lower debt service costs (the series
2000 and 2001 COs were not rated by Fitch).

Detention center operations, which experienced problems at the
onset primarily due to construction delays, were again negatively
impacted by the loss of all TYC prisoners in 2003.  While TYC
offenders were subsequently replaced with state of Wyoming
prisoners, the impact on finances was severe and continued through
fiscal 2005, evidenced by a $351,000 unrestricted net asset
deficit recorded in the detention center fund.  In addition, the
detention center fund had to rely on support from other funds,
most notably a sizable transfer from the water and sewer fund in
fiscal 2004, to meet operational and debt service needs.

The contract to house Wyoming prisoners was terminated in 2006,
and subsequently a new contract with the state of Idaho was
implemented.  For 2006, officials report that no outside financial
support was required and that a $30,000 operating surplus is
expected.  However, the large deficit will likely remain for
sometime and the historical movement of prisoners in and out of
the Littlefield facility demonstrates the difficulty of
maintaining long-term prisoner contracts.  If the city had to levy
an interest and sinking fund tax to meet detention center related
debt obligations, officials estimate that the overall tax rate
would have to double over the current operations and maintenance
tax rate, which Fitch believes would be extremely difficult to
impose.

There are several positive factors at work which benefit detention
center operations and its ability to meet its debt service
demands.  First, the series 2000 CO sale included provisions for a
fully funded debt service reserve fund. While the city utilized
the reserve fund to meet debt service requirements in 2001 due to
the delay in opening as well as the moratorium on TYC transfers to
the detention center, officials report that the reserve is
currently fully funded and since that time, has not been utilized
to meet debt service needs.  Further, the city's private operator,
the Geo Group, is an experienced jail operator and was able to
quickly replace the state of Wyoming prisoners without resorting
to any layoffs.  The city maintains a long-term contract with the
operator, although there are provisions which allow the operator a
60 day notice to terminate the contract.  However, the operator
has made a significant equity interest contribution in the
detention center, reportedly about $2 million, with a possibility
for more investment in the near-term, making it more difficult for
the Geo Group to walk away from this facility.

Littlefield, with a population of 6,500, is located approximately
35 miles northwest of Lubbock and serves as the county seat for
Lamb County.  The area is primarily rural in nature, with
agriculture services, government, manufacturing, and trade as key
components of the county's economy.  The city's population and
taxable assessed valuation have been flat and while there is
moderate tax payer concentration among the top 10 taxpayers, there
is generally a good mix of industries within the list.  Debt
ratios are modest given the level of non-property tax support for
outstanding COs and payout is below average.  No additional
general obligation debt borrowing is planned.


LONG BEACH: Moody's Puts Low-B Ratings on B and M-10 Cert. Classes
------------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Long Beach Mortgage Loan Trust 2006-9, and
ratings ranging from Aa1 to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by Long Beach Mortgage Company
originated adjustable-rate (81.85%) and fixed-rate (18.15%)
subprime mortgages.

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination,
overcollateralization, excess spread, an interest rate swap
agreement provided by Deutsche Bank National Trust Company and
mortgage insurance.  After taking into account the benefits of
mortgage insurance Moody's expects collateral losses to range from
4.70% to 5.20%.

Washington Mutual Bank will act as a servicer.  Moody's has
assigned Washington Mutual its servicer quality rating of SQ2 as a
primary servicer of subprime loans.

These are the complete rating actions:

   * Issuer: Long Beach Mortgage Loan Trust 2006-9

   * Asset-Backed Certificates, Series 2006-9

                   Cl. I-A, Assigned Aaa
                   Cl. II-A1, Assigned Aaa
                   Cl. II-A2, Assigned Aaa
                   Cl. II-A3, Assigned Aaa
                   Cl. II-A4, Assigned Aaa
                   Cl. M-1, Assigned Aa1
                   Cl. M-2, Assigned Aa2
                   Cl. M-3, Assigned Aa3
                   Cl. M-4, Assigned A1
                   Cl. M-5, Assigned A2
                   Cl. M-6, Assigned A3
                   Cl. M-7, Assigned Baa1
                   Cl. M-8, Assigned Baa2
                   Cl. M-9, Assigned Baa3
                   Cl. M-10, Assigned Ba1
                   Cl. B, Assigned Ba2


MAPCO 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 broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its probability-
of-default ratings and assigned loss-given-default ratings on
these loans and bond debt obligations issued by MAPCO Inc.:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   7.25% Sr. Unsec.
   Notes due 2009         Ba2      Ba2     LGD4        59%

   8.72% Sr. Unsec.
   Notes due 2022         Ba2      Ba2     LGD4        59%

   7.7% Sr. Unsec.
   Notes due 2027         Ba2      Ba2     LGD4        59%


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

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

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


MARKETING SPECIALISTS: Inks $20.5 Million Settlement with Acosta
----------------------------------------------------------------
The Honorable David Folsom of the U.S. District Court for the
Eastern District of Texas in Texarkana will convene a hearing on
Nov. 8, 2006, to consider approval of a $20.5 million settlement
payable by Acosta, Inc., and Acosta Sales Company, Inc., to
Marketing Specialists Corp., its subsidiaries, and John H.
Litzler, who serves as Trustee of a Creditor Trust established
under Marketing Specialists confirmed chapter 11 plan.

Acosta, Inc., and Acosta Sales Company, Inc., dba Acosta Sales and
Marketing Company, will pay the $20.5 million amount in three
installments:

    -- $12.0 million will be drawn from an escrow account three
       days after the settlement is final;

    -- $4.5 million will be paid on July 1, 2007; and

    -- $4.0 million will be paid on July 1, 2008.

In connection with the settlement, Acosta will reaffirm that
payments it made to former employees of Marketing Specialists were
made as compensation for the employee's last two weeks of work at
Marketing Specialists.  Under the terms of the settlement
documents, the parties will exchange full and complete releases of
all claims and causes of action against one another (except
obligations arising under the settlement pact).

The proceeding before Judge Folsom is captioned Marketing
Specialists Corp., et al., v. Mary Kay, Inc., dba Mary Kay
Cosmetics, Inc., et al. (Dist. E.D. Tex. Case No. 5:03-cv-95).

Objections, if any, must be filed on or before Oct. 30, 2006, and
copies must be served on:

     * Counsel for the Plaintiffs:

        Damon Young, Esq.
        YOUNG, PICKETT & LEE
        4122 Texas Boulevard
        Texarkana, TX 75504

           - and -

        J. Ken Johnson, Esq.
        FLEMING & ASSOCIATES
        1330 post Oak Blvd., Suite 3030
        Houston, TX 77056

           - and -

        Andrew B. Sommerman, Esq.
        George (Buz) Quesada, Esq.
        SOMMERMAN & QUESADA, LLP
        2811 Turtle Creek Blvd., Suite 1400
        Dallas, TX 75219

           - and -

        Michael R. Rochelle, Esq.
        Kevin D. McCullough, Esq.
        ROCHELLE HUTCHESON & McCULLOUGH, LLP
        325 N. St. Paul St., Suite 4500
        Dallas, TX 75201

           - and -

        Jerry C. Alexander, Esq.
        Rebekah Steely Brooker, Esq.
        Christopher A. Robison, Esq.
        PASSMAN & JONES, P.C.
        1201 Elm Street, Suite 2500
        Dallas, TX 75270-2599

     * Counsel for the Defendants:

        Charles C. Frederiksen, Esq.
        Frnk P. Skipper, Esq.
        GLAST, PHILLIPS & MURRAY, P.C.
        2200 One Galleria Tower
        13355 Noel Road, L.B. 48
        Dallas, TX 75240-1518

           - and -

        Sean Rommel, Esq.
        George L. McWilliams, Esq.
        PATTON, ROBERTS, McWILLIAMS & CAPSHAW, LLP
        Century Bank Plaza, Suite 400
        2900 St. Michael Drive
        Texarkana, TX 75503

Marketing Specialists Corporation and The Sales Force Companies,
Inc., sought chapter 11 protection on May 24, 2001 (Bankr. E.D.
Tex. Case No. 01-42011).  The Honorable Brenda T. Rhoades
confirmed a chapter 11 plan in the Debtors' cases on April 4,
2002.


MESABA AIR: Court Okays Preliminary Injunction on Workers' Strike
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Minnesota
granted Mesaba Airlines' request for a preliminary injunction to
prevent a threatened strike or work action by the company's flight
attendants, represented by the Association of Flight Attendants;
pilots, represented by the Airline Pilots Association; and
mechanics, represented by the Aircraft Mechanics Fraternal
Association.

"Judge Kishel's decision to grant Mesaba the injunction allows our
customers to continue their travel plans on Mesaba Airlines with
assurance, knowing we will get them to where they're going
reliably," said John Spanjers, president and chief operating
officer.  "At the same time, we will continue our efforts to
negotiate consensual agreements with our mechanics, pilots and
flight attendants.  We hope to accomplish that goal yet this week
before it becomes necessary to impose terms [today, Oct. 26].  We
have worked diligently to address the unions' concerns and are
hopeful they will come forward now and address the company's
needs."

In the event the company must impose terms today, it plans to
continue negotiations in order to find a solution that ensures the
company is positioned to emerge successfully from bankruptcy and
that works for employees.  "We recognize the valuable contri-
butions of our employees and that consensual agreements are in the
best interest of everyone involved here," Spanjers said.

Mesaba reached agreements on permanent wage and benefit reduction
agreements with the Transport Workers Union.  The ruling does not
impact Mesaba's operations or its obligations to Northwest or to
its passengers -- Mesaba intends to fly its full schedule.

In order to access Mesaba's debtor-in-possession financing loan
with Marathon Asset Management, the company must achieve labor
cost savings either through tentative agreements or imposition of
new terms.  The DIP loan is essential to fund Mesaba's daily
operations and to help restructure its business.

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 AIRLINES: AFA-CWA Vows to Fight Pay Cuts and Pact Rejection
------------------------------------------------------------------
Flight attendants at Mesaba Airlines, represented by the
Association of Flight Attendants-CWA, vowed to continue their
fight against impending pay cuts and the rejection of their
contract by Mesaba Airlines despite an injunction issued by the
Honorable Gregory F. Kishel, U.S. Bankruptcy Court for the
District of Minnesota.

"Mesaba management and the bankruptcy court have already conspired
to destroy our contract and now they are denying us the right to
use the only tool we have to protect our careers and our
livelihoods," Tim Evenson, Master Executive Council President,
said.  "This is yet another example of how the legal system fails
to protect the average citizen and continues to cater to corporate
America.  But I have a warning for the executives who thought this
was a good idea: this fight isn't over.  Our crusade to protect
our careers has only begun.  We will continue to fight this
decision not only for Mesaba flight attendants, but for all flight
attendants who will walk in our footsteps."

Judge Kishel, on Oct. 16, 2006, granted the Company's motion to
abrogate the flight attendants' labor contract and has set the
deadline today, Oct. 26, for the Company to impose.  AFA-CWA had
threatened to initiate CHAOS(TM) strikes at that time had the
court not issued the injunction.

The Association of Flight Attendants disclosed that earlier this
month, the Mesaba Labor Coalition, comprised of flight attendants,
mechanics and pilots, presented management with a joint proposal
outlining shared concessions that would pave the way for the
airline's emergence from bankruptcy.  Each union negotiated over
the weekend following the injunction hearing, but no agreements
were reached.

"Mesaba flight attendants have been willing to make the sacrifices
necessary for the survival of our company, but management has
refused to consider any alternatives," Mr. Evenson, stated.  "By
allowing management to come in and take what they want from the
flight attendants, the courts essentially allowed company
management to steal from company employees."

"This ruling is wrong and we will appeal," David A. Borer, AFA-CWA
General Counsel, said.  "Mesaba management cannot expect to pull
the rug out from under the flight attendants without a fight.  We
will continue to defend our members' right to strike in court, and
we will seek to have the 1113 ruling overturned again on appeal."

                          About AFA-CWA

Association of Flight Attendants-CWA -- http://www.afanet.org/--  
a flight attendant union, is formed from more than 55,000 flight
attendants at 20 airlines.  AFA is part of the 700,000-member
strong Communications Workers of America (CWA), AFL-CIO.

                     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.


MILLS CORP: Responds to Gazit-Globe Recapitalization Offer
----------------------------------------------------------
The Mills Corporation responded Wednday to the press release and
Schedule 13D issued by Israeli corporation Gazit-Globe Ltd. and
its chairman Chaim Katzman.

As has been previously announced by The Mills, the company and its
board of directors - under the leadership of a special committee
consisting of independent directors - are in the midst of
exploring the company's strategic alternatives.  The Mills board
of directors is seeking to maximize shareholder value, for the
benefit of all shareholders of The Mills, and accordingly has no
predisposition or prejudice whatsoever in the strategic
alternative process.  Whether this result will be an outright sale
of the company, a recapitalization, or some other transaction will
be determined through a competitive process in which all
interested persons have a fair opportunity to compete, for the
benefit of all shareholders of The Mills.  It is precisely that
process which The Mills and its board of directors are currently
conducting.  Gazit-Globe is welcome to participate in that process
and has been so advised by The Mills on numerous occasions, as is
reflected in Gazit-Globe's own Schedule 13D, through in-person
meetings and other contacts.

Gazit-Globe's recapitalization proposal is contingent on the
completion of the Meadowlands Xanadu transaction with Colony
Capital and other matters, including the satisfaction of a variety
of financial tests and measures that The Mills will not be in a
position to confirm or certify until the pending restatement of
its financial statements has been completed.  The Mills'
management and board of directors are focused on completing the
Meadowlands Xanadu transaction, the restatement of the company's
financials, and other steps necessary to allow The Mills to
position itself effectively to enter into a strategic alternative
transaction or transactions.

Gazit-Globe's recapitalization proposal will be considered by The
Mills' board of directors as part of the process of exploring
strategic alternatives and maximizing value for all Mills
shareholders.

                       About Mills Corp

Headquartered in Chevy Chase, Maryland, The Mills Corporation
(NYSE:MLS) -- http://www.themills.com/-- develops, owns,
manages retail destinations including regional shopping malls,
market dominant retail and entertainment centers, and
international retail and leisure destinations.  The Company owns
42 properties in the U.S., Canada and Europe, totaling 51
million square feet.  In addition, The Mills has various
projects in development, redevelopment or under construction
around the world.

                         *     *     *

As reported in the Troubled Company Reporter on March 24, 2006,
The Mills Corporation disclosed that the Securities and Exchange
Commission has commenced a formal investigation.  The SEC
initiated an informal inquiry in January after the Company
reported the restatement of its prior period financials.

Mills is restating its financial results from 2000 through 2004
and its unaudited quarterly results for 2005 to correct accounting
errors related primarily to certain investments by a wholly owned
taxable REIT subsidiary, Mills Enterprises, Inc., and changes in
the accrual of the compensation expense related to its Long-Term
Incentive Plan.

As reported in the Troubled Company Reporter on April 17, 2006,
The Mills Limited Partnership entered into an Amendment No. 3 and
Waiver to its Second Amended and Restated Revolving Credit and
Term Loan Agreement, dated as of Dec. 17, 2004, among Mills
Limited, JPMorgan Chase Bank, N.A., as lender and administrative
agent, and the other lenders.

The agreement provides a conditional waiver through Dec. 31, 2006,
of events of default under the facility that are associated, among
other things, with:

    * the pending restatement of the financial statements of Mills
      Corporation and Mills Limited, and

    * the delay in the filing of the 2005 Form 10-K of Mills Corp.
      and Mills Limited.


MORGAN STANLEY: S&P Puts $3 Mil. Notes' B+ Rating on Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' rating on the
$3 million class A-3 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 on CreditWatch with negative
implications.

The rating action reflects the Oct. 10, 2006, placement of the
rating on the referenced obligations issued by Cablevision Systems
Corp. on CreditWatch with negative implications.

Morgan Stanley ACES SPC's $46 million secured fixed-rate notes
series 2006-8 is a swap-dependent synthetic transaction that is
weak-linked to the lower of (i) the ratings on the respective
reference obligations for each class; (ii) the long-term rating on
the swap counterparty and contingent forward counterparty's
guarantor, Morgan Stanley ('A+'); and (iii) the credit quality of
the underlying securities, BA Master Credit Card Trust II's class
A certificates from series 2001-B due 2013 ('AAA').


MORGAN STANLEY: S&P Puts $3 Million Notes' Rating on CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' rating on the
$3 million class A-4 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 on CreditWatch with negative
implications.

The rating action reflects the Oct. 16, 2006, placement of the
rating on the referenced obligations issued by Goodyear Tire &
Rubber Co. on CreditWatch with negative implications.

Morgan Stanley ACES SPC's $46 million secured fixed-rate notes
series 2006-8 is a swap-dependent synthetic transaction that is
weak-linked to the lower of (i) the ratings on the respective
reference obligations for each class; (ii) the long-term rating on
the swap counterparty and contingent forward counterparty's
guarantor, Morgan Stanley ('A+'); and (iii) the credit quality of
the underlying securities, BA Master Credit Card Trust II's class
A certificates from series 2001-B due 2013 ('AAA').


NEW ORLEANS PADDLEWHEELS: Judge Manger Appoints Chapter 11 Trustee
------------------------------------------------------------------
Warren L. Reuther, Jr., an original 50% shareholder in New Orleans
Paddlewheels, Inc., complained to the U.S. Bankruptcy Court for
the Eastern District of Louisiana of malfeasance by the company's
manager and other original 50% shareholder James Smith, Jr., and
said a corporate governance deadlock precludes formulation or
approval of a plan of reorganization for presentation to the court
and the company's creditors.  The remedy, Mr. Reuther argued, is
appointment of a Chapter 11 Trustee or an Examiner with extended
powers.  The City of New Orleans joined Mr. Reuther in his
request.

In a decision published at 2006 WL 2720975, the Honorable
Elizabeth W. Magner is convinced that the appointment of a trustee
is warranted and necessary in the Debtor's chapter 11 case.

"The evidence clearly establishes that both pre and post
petition," Judge Magner says, the "debtor's management failed to
property account for or disclose the existence of significant
intercompany obligations and other assets.  Though the debtor
argues that the failures were inadvertent or immaterial, the Court
believes otherwise.  The disclosure of debtor's interest in
Shreveport Paddlewheels, LLC, has led to the discovery of diverted
income from the debtor in favor of its sister corporations.  The
amounts in question are significant, and to date unaccounted for
despite significant interest and litigation.  Debtor's failure to
disclose these assets and the intercompany debt owed to it by
Hospitality Enterprises, Inc., has not only raised doubts as to
the accuracy of debtors' schedules, but also the veracity of
management.  On more than one occasion debtor's management has
represented to the Court that intercompany obligations were not
due to the debtor and that a full accounting was underway.  At the
trial on the merits of these motions, the Court discovered
otherwise.

Debtor's management has a history of promoting half truths and
opposing legal positions based on the change of circumstances.  It
has also demonstrated an inability to grasp a basic understanding
of corporate hierarchy.  Management's relationship with the
opposing equity interests is so full of acrimony, that it is
highly unlikely that debtor's management could ever work with
those who must consent to approve its plan.  Six years of
litigation has entrenched this impasse."

Offering entertainment and sightseeing tours in the Big Easy, New
Orleans Paddlewheels, Inc. --
http://www.neworleanspaddlewheels.com/-- sought Chapter 11
protection on May 3, 2006 (Bankr. E.D. La. Case No. 06-10413),
reporting assets of $1 million to $10 million and an unknown
amount of debts.  Stewart F. Peck, Esq., at Lugenbuhi, Wheaton,
Peck, Ranking & Hubbard, represents the Debtor.


NOVA CDO: Moody's Puts Junk Rated $9.7 Mil. Class C Notes on Watch
------------------------------------------------------------------
Moody's Investors Service upgraded one class of notes issued by
Nova CDO 2001, Ltd.  It also downgraded two classes of notes
issued by Nova CDO 2001, Ltd.

According to Moody's, the upgrade resulted from delevering of the
senior notes.  At the same time, the credit quality of the
collateral pool has deteriorated, worsening the prospects for the
junior notes.  Moody's also noted that in the most recent monthly
trustee report, the weighted average rating factor, diversity
score and coupon tests are out of compliance.  This transaction
closed in May 2001.

These are the rating actions:

Issuer: Nova CDO 2001, Ltd.

   * Class Description: U.S. $17,100,000 Class B Floating Rate
     Second Priority Senior Secured Notes due April 10, 2013

     -- Prior Rating  : Baa3 (on watch for upgrade)
     -- Current Rating: A2

   * Class Description: U.S. $3,500,000 Class C-1 Fixed Rate
     Third Priority Senior Secured Notes due April 10, 2013

     -- Prior Rating  : B2 (on watch for downgrade)
     -- Current Rating: Caa2

   * Class Description: U.S. $9,700,000 Class C-2 Floating Rate
     Third Priority Senior Secured Notes due April 10, 2013

     -- Prior Rating  :   B2 (on watch for downgrade)
     -- Current Rating: Caa2


OMEGA HEALTHCARE: Board Launches $0.25 Per Share Stock Dividend
---------------------------------------------------------------
The Board of Directors of Omega Healthcare Investors, Inc.,
declared a common stock dividend of $0.25 per share to be paid
Nov. 15, 2006, to common stockholders of record on Nov. 3, 2006.
To date, the Company had approximately 60 million outstanding
common shares.

The Company's Board of Directors also declared its regular
quarterly dividend for the Series D preferred stock, payable Nov.
15, 2006 to preferred stockholders of record on Nov. 3, 2006.
Series D preferred stockholders of record on Nov. 3, 2006 will
be paid dividends in the approximate amount of $0.52344 per
preferred share.  The liquidation preference for the Company's
Series D preferred stock is $25.00 per share. Regular quarterly
preferred dividends represent dividends for the period Aug. 1,
2006 through Oct. 31, 2006.

              Restructuring of Advocat Relationship

In November 2000, Advocat, Inc., an operator of various skilled
nursing facilities owned by or mortgaged to the Company, was in
default on its obligations to the Company.  As a result, the
Company entered into an agreement with Advocat with respect to the
restructuring of Advocat's obligations pursuant to leases and
mortgages for the facilities then operated by Advocat.  As part of
the Initial Advocat Restructuring in 2000, Advocat issued to the
Company:

   i) 393,658 shares of Advocat's Series B non-voting,
      redeemable, convertible preferred stock, which was
      convertible into up to 706,576 shares of Advocat's common
      stock, and

  ii) a secured convertible subordinated note in the amount of
      $1.7 million bearing interest at 7% per annum with a
      September 30, 2007 maturity.

Subsequent to the Initial Advocat Restructuring, Advocat's
operations and financial condition have improved and there has
been a significant increase in the market value of Advocat's
common stock from approximately $0.31 per share at the time of the
Initial Advocat Restructuring to the closing price on October 20,
2006 of $18.84.

As a result of the significant increase in the value of the common
stock underlying the Series B preferred stock of Advocat held by
the Company, on October 20, 2006 the Company again restructured
its relationship with Advocat such that the Company now owns 5,000
shares of Advocat's Series C non-convertible, redeemable preferred
stock with a face value of approximately $4.9 million and a
dividend rate of 7% payable quarterly, and a secured non-
convertible subordinated note in the amount of
$2.5 million maturing September 30, 2007 and bearing interest
at 7% per annum.

As part of the Second Advocat Restructuring, the Company has
amended its master lease with Advocat to commence a new 12-year
lease term through Sept. 30, 2018 and Advocat has agreed to
increase the master lease annual rent by approximately $687,000 to
approximately $14 million commencing on Jan. 1, 2007.  A summary
of the contractual cash flow resulting from the Second Advocat
Restructuring and the related accounting treatment is provided
below.

Based in Timonium, Maryland, Omega HealthCare Investors, Inc.
(NYSE:OHI) -- http://www.omegahealthcare.com/-- is a real-estate
investment trust investing in and providing financing to the long-
term care industry.

At June 30, 2006, the Company owned or held mortgages on 208 SNFs
and ALFs with approximately 23,573 beds located in 27 states and
operated by 34 third-party healthcare operating companies.

                           *     *     *

As reported in the Troubled Company Reporter on June 29, 2006,
Fitch upgraded Omega Healthcare Investors' senior unsecured notes
to 'BB' from 'BB-' and its preferred stock to 'B+' from 'B'.
Additionally, Fitch assigned the Company's secured credit facility
at 'BB+'.  The Outlook on all Ratings is Stable.


ORION HEALTHCORP: Hires UHY LLP as Independent Public Auditor
-------------------------------------------------------------
Orion HealthCorp Inc. has engaged UHY LLP as its independent
public auditor for the fiscal year ending Dec. 31, 2006, and the
interim periods prior to the year-end.

The Company disclosed that during its two most recent fiscal years
and the interim period through June 27, 2006, it has not consulted
with UHY regarding the application of accounting principles to a
specific transaction, or the type of audit opinion that might be
rendered on the Company's financial statements, nor did UHY
provide advice to the Company, either written or oral, that was an
important factor considered by the Company in reaching a decision
as to the accounting, auditing or financial reporting issue.

The Company also disclosed that on June 1, 2006, it was told by
the partners of UHY Mann Frankfort Stein & Lipp CPAs, LLP that
they were joining UHY LLP, a New York limited liability
partnership.  UHY is the independent registered public accounting
firm with which UMFSL has an affiliation.  UHY is a legal entity
that is separate from UMFSL.  On June 27, 2006, UMFSL notified the
Company that it has resigned as the independent public auditors.

None of the reports of UMFSL on the Company's financial statements
for either of the past two years or subsequent interim periods
contained an adverse opinion or disclaimer of opinion, or was
qualified or modified as to uncertainty, audit scope or accounting
principles, except for a going concern opinion expressing
substantial doubt about the Company's ability to continue as a
going concern.

The decision to change principal accountants was approved by the
Audit Committee of the Company's Board of Directors.

Orion HealthCorp, Inc. -- http://www.orionhealthcorp.com/--
provides complementary business services to physicians through
three business units: SurgiCare, Inc., serving the freestanding
ambulatory surgery center market; Integrated Physician Solutions,
Inc., providing business services to pediatric practices and
technology solutions to general and specialized medical practices;
and Medical Billing Services, Inc., providing physician billing
and collection services and practice management solutions to
hospital-based physicians.

                      Going Concern Doubt

UHY Mann Frankfort Stein and Lipp CPAs, LLP, in Houston, Texas,
raised substantial doubt about Orion HealthCorp's ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the Company's recurring
losses from operations and negative cash flows.


ORIS AUTOMOTIVE: Files Disclosure Statement in N.D. Alabama
-----------------------------------------------------------
Oris Automotive Parts Alabama Ltd. filed a Chapter 11 plan of
liquidation and a disclosure statement explaining that plan with
the U.S. Bankruptcy Court for Northern District of Alabama in
Birmingham.

                        Summary of the Plan

The Liquidating Plan does not contemplate the financial
rehabilitation of the Debtor or the continuation of its business.
The Debtor sold substantially all of its assets to Flex-N-Gate,
Inc.  The Court approved the transaction on June 20, 2006.

The $6.3 million consideration for the sale was in cash.  The
proceeds of the sale have been or will be paid to the Secured
Lenders and others as determined by the Court.

The Plan is funded by:

   (i) cash on the effective date of the Plan, if any, and

  (ii) funds available after the Effective Date from any payments
       received by the Debtor from:

       (a) the liquidation of the Debtor's remaining assets,
       (b) the prosecution and enforcement of the Litigation, and
       (c) any release of funds from the Disputed Claims Reserve.

On and after the confirmation date of the Plan, the Special
Liquidating Trustee, without further approval of the Bankruptcy
Court, may compromise, use, sell, assign, transfer, abandon or
otherwise dispose of at a public or private sale any the Debtor's
remaining assets for the purpose of liquidating and converting
those assets to cash, making distributions, and fully consummating
the Plan.

The Official Committee of Unsecured Creditors will appoint a
Special Liquidating Trustee.  The SLT, the Special Counsel, or the
Committee will continue or initiate actions to seek recovery on
the Litigation Claims.

Once the Plan is confirmed, the SLT will continue to wind up the
Debtor's affairs, including:

   -- liquidating the remaining assets of the Debtor,
   -- investigating and prosecuting litigation and claims,
   -- finalizing claims reconciliation,
   -- objecting to disputed claims,
   -- administering the Plan, and
   -- filing appropriate tax returns.

In addition, the SLT may employ other or additional attorneys,
accountants, consultants, and other professionals to assist the
SLT in carrying out its duties under this Plan and the Bankruptcy
code.

                       Treatment of Claims

Payments under the Plan will be made on the Effective Date and
subsequent distribution dates, unless otherwise specified in the
Plan.

Based on the Debtor's schedules, claims against the Debtor total
approximately $25,857,598.60 (not inclusive of claims by secured
parties, administrative claims, priority claims, or tax claims).

Holders of Administrative Claims and Priority Tax Claims will be
paid in full.

Holders of Class 1 Secured Lenders' Secured Claims will be settled
in full in cash by delivery of the sales proceeds.  To the extent
this class is not satisfied in full, the remaining claims will be
treated as unsecured claims.

Holders of Class 2 Other Secured Claims will be entitled to funds
from the sale proceeds as determined by the Court.  To the extent
this class is not satisfied in full, the remaining claims will be
treated as unsecured claims.

Holders of Class 3 Priority Claims will receive cash from the
remaining proceeds in an amount equal to the allowed claim on the
later of the effective date and the date the claim becomes
allowed.

Holders of Class 4 Secured Lenders and Other Secured Claims
Deficiency Claims will be paid pro rata as Class 5 claims.

Holders of Class 5 Unsecured Claims will receive a dividend based
upon the outcome of the investigation and possible litigation of
the Litigation Claims.  The amount received will depend primarily
on the amount of proceeds recovered in preference and avoidance
actions and other litigation.

Holders of Class 6 Inter-Company Claims and Class 7 Interests
will not receive anything under the Plan.

A full-text copy of the Debtor's Liquidating Plan is available for
a fee at:

http://www.researcharchives.com/bin/download?id=061024233340

Headquartered in McCalla, Alabama, Oris Automotive Parts Alabama,
Ltd. -- http://www.oris-gmbh.de/-- manufactures automotive parts.
The company filed for chapter 11 protection on March 16, 2006
(Bankr. N.D. Ala. Case No. 06-00813).  Clark R. Hammond, Esq., at
Johnston, Barton, Proctor & Powell LLP, represents the Debtor in
its restructuring efforts.  Charles L. Denaburg, Esq., and Marvin
E. Franklin, Esq., at Najjar Denaburg, P.C., represent the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets between
$1 million to $10 million and debts between $10 million to
$50 million.


ORIS AUTOMOTIVE: Bankruptcy Administrator Wants Case Converted
--------------------------------------------------------------
J. Thomas Corbett, the Chief Deputy Bankruptcy Administrator for
the Northern District of Alabama, asks the Honorable Tamara O'
Mitchell to convert Oris Automotive Parts Alabama Ltd.'s chapter
11 case to a chapter 7 proceeding.

In the alternative, Mr. Cobett asks Judge O' Mitchell to dismiss
the Debtor's chapter 11 case.

Mr. Corbett said the Debtor did not file a copy of all its bank
statements for the months ending March 31, April 30, May 31,
June 30, July 31, and Aug. 31, 2006, as required.

The Debtor did not also file, as required, its operating reports
for the months ending March 31, April 30, May 31, June 30, July
31, and Aug. 31, 2006.

Furthermore, Mr. Corbett asserts that as of Sept. 25, 2006, the
Debtor failed to file with the Bankruptcy Court a statement of
disbursements made during the calendar quarters ending March 31
and June 30, 2006.

Headquartered in McCalla, Alabama, Oris Automotive Parts Alabama,
Ltd. -- http://www.oris-gmbh.de/-- manufactures automotive parts.
The company filed for chapter 11 protection on March 16, 2006
(Bankr. N.D. Ala. Case No. 06-00813).  Clark R. Hammond, Esq., at
Johnston, Barton, Proctor & Powell LLP, represents the Debtor in
its restructuring efforts.  Charles L. Denaburg, Esq., and Marvin
E. Franklin, Esq., at Najjar Denaburg, P.C., represent the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets between
$1 million to $10 million and debts between $10 million to
$50 million.


PERFORMANCE TRANSPORTATION: Wants to Borrow $7 Mil. From Yucaipa
----------------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates seek authority from the U.S. Bankruptcy Court for the
Western District of New York to obtain $7,000,000 in secured,
subordinated postpetition financing from Yucaipa American Alliance
Fund I, LP, and Yucaipa American Alliance (Parallel) Fund I, LP.

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New York,
informs the Court that the Debtors' insurance policies with
National Union Fire Insurance Company of Pittsburgh,
Pennsylvania, expired in September 2006.  He relates that to
continue the policies, the Debtors need an additional $4,700,000
to fund an $8,700,000 Letter of Credit to be provided to National
Union.  The Debtors contacted their postpetition secured lenders
and prepetition first lien secured lenders, but they refused to
provide the amount.  The Debtors then approached Yucaipa, who
holds majority of their prepetition second lien secured debt.

The Debtors and Yucaipa agreed to a term sheet wherein Yucaipa
will provide a $7,000,000 term loan, which will be funded in two
tranches:

   1. first tranche of $5,000,000; and

   2. second tranche of $2,000,000.

As of October 13, 2006, the second tranche is still subject to
approval of the Debtors' board of directors.

Mr. Graber notes that the Debtors and Yucaipa are presently
negotiating a "Definitive Documentation".

Performance Transportation Services, Inc., is the borrower under
the Junior DIP Facility.  PTS' domestic affiliates and
subsidiaries will guarantee PTS' obligations.

The other salient terms of the Junior DIP Facility are:

   A. Purpose: The Debtors will use $4,800,000 to collaterize a
      portion of the Letter of Credit to maintain insurance
      policies and the rest for additional working capital.

   B. Term: The terms are subject to the Intercreditor Agreement
      and Final DIP Order. All obligations are to be paid in full
      and in cash.  The Agreement will terminate on the earliest
      of:

        * October __, 2007;

        * the effective date of the Borrower's or any Guarantor's
          confirmed of reorganization;

        * October 31, 2006, if the Court has not entered a final
          order approving the request by that date;

        * reversal or modification -- if not consented to by
          Lender -- of the interim or final orders approving the
          Definitive Documentation; or

        * at Yucaipa's option, the occurrence of any event of
          default under the Definitive Documentation.

   C. Liens: Yucaipa's claims for repayment of the principal and
      all interest on the loan, together with a Commitment Fee
      and all of its costs and expenses, will be secured by
      a perfected security interest pursuant to Sections
      364(c)(2), 364(c)(3) and 364(d) of the Bankruptcy Code, on
      all of the assets of the Borrower and the Guarantors.

   D. Priority: The Junior DIP Facility and the obligations to
      Yucaipa will constitute a superpriority administrative
      expense claim under Section 364(c)(1) and will be senior to
      all other administrative expenses and junior to the
      superpriority claims arising from any postpetition
      financing provided by the holders of the First Lien Debt.
      However, the Junior DIP Facility and the obligations'
      status as superpriority administrative claims will be
      treated on a pari passu basis with the superpriority
      administrative claims arising from postpetition financing
      provided by the holders of the Second Lien Debt.

   E. Interest Rate: LIBOR plus 7.5% per annum.

   F. Fees: Non-refundable 2% of the Commitment Amount payable in
      cash at the end of the Term or converted to equity (i) in
      reorganized Borrower, if it is ultimate corporate parent
      of the reorganized Debtors; or (ii) in the ultimate
      corporate parent of the reorganized Borrower, if the
      Borrower is not the ultimate parent.

   G. Conversion Event: At Yucaipa's sole option, upon the
      effective date of a plan of reorganization of the Borrower
      and the Guarantors, and so long as the plan provides for
      the indefeasible payment in full of the DIP Debt and the
      First Lien Debt, the Obligations will be automatically
      exchanged into voting common equity equal to the percentage
      of the total voting common equity of the reorganized
      ultimate corporate parent, derived from the formula --
      100% multiplied by a fraction:

      * the numerator of which equals the total Obligations; and

      * the denominator of which equals $33,000,000.

Mr. Graber asserts that without the needed fund, the numerous
insurance policies covering general liability, workers'
compensation and automotive and motor truck cargo legal liability
will lapse.  Without insurance, the Debtors will be prohibited
from operating their businesses.  The Debtors may be forced to
discontinue their operations or be compelled to pursue more
expensive and less advantageous proposals from other insurers.

Mr. Graber reminds Judge Kaplan that the Debtors may obtain
financing on a secured basis.  Pursuant to Section 364(c), if a
debtor-in-possession cannot obtain postpetition credit on an
unsecured basis, the Court may authorize obtaining credit,
repayment of which is:

   (i) entitled to superpriority administrative expense status;

  (ii) secured by a senior lien on unencumbered property; or

(iii) secured by a junior lien on encumbered property.

Mr. Graber notes that courts have a three-part test to determine
whether the debtor needs financing:

   * the debtor is unable to obtain unsecured credit under
     Section 364(b) (i.e., by granting a lender administrative
     priority);

   * the credit transaction is necessary to preserve the assets
     of the estate; and

   * the terms of the transaction are fair, reasonable and
     adequate, given the circumstances of the debtor-borrower and
     the proposed lender.

Mr. Graber also points out that in In re Aqua Assocs., 123 B.R.
192, 195-93 (Bankr. E.D. Pa. 1991), the Pennsylvania court held
that the credit should be allowed not only because it is not
available elsewhere, but also because it is of significant
benefit to the debtor's estate and the proposed terms are within
the bounds of reason, irrespective of the debtor's inability to
obtain comparable credit elsewhere.

To show that the credit required is not obtainable on an
unsecured basis, a debtor need only demonstrate "by good faith
effort that credit was not available" without the protections
afforded to potential lenders by Sections 364(c) or 364(d), Mr.
Graber says, citing Bray v. Shenandoah Federal Savings & Loan
Assn. (In re Snowshoe Co.), 789 F.2d 1085, 1088 (4th Cir. 1986).
In Bray, the Court of Appeals for the Fourth Circuit held that
"the statute imposes no duty to seek credit from every possible
lender before concluding that such credit is unavailable."  He
further adds that it would be unrealistic and unnecessary to
require the Debtors to conduct an exhaustive search for financing
where few lenders are willing to extend credit.

The Court will convene a hearing on October 30, 2006, to consider
the Debtors' request.  Objections, if any, are due October 26,
2006, at 4:30 P.M., EST.

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PILGRIM'S PRIDE: Asks Gold Kist Stockholders to Tender Shares
-------------------------------------------------------------
Pilgrim's Pride Corporation issued an open letter to the
stockholders of Gold Kist Inc.

The open letter tells the Gold Kist stockholders that their board
was unwilling to negotiate for an agreement that would be mutually
beneficial to both Companies' stockholders, employees, business
partners and other stakeholders.

The Company also tells the Gold Kist stockholders that since the
negotiation has failed, it has commenced a tender offer for Gold
Kist shares and seeks the support of the Gold Kist stockholders
through tendering their shares.

The tender offer is scheduled to expire at midnight, New York City
Time, on Oct. 27, 2006.

The Company disclosed that it has obtained financing for the
tender offer through a combination of an amendment to its existing
credit facility and a commitment letter for an additional credit
facility from Lehman Brothers Inc.

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
the Company.  Innisfree M&A Incorporated is acting as information
agent for the Company's offer.

                          About Gold Kist

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

                      About Pilgrim's Pride

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

                            *     *     *

In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Consumer Products sector, the rating
agency held its 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.


PLATFORM LEARNING: Wants Until Jan. 17 to File Chapter 11 Plan
--------------------------------------------------------------
Platform Learning Inc. asks the Honorable Robert D. Drain of the
U.S. Bankruptcy Court for the Southern District of New York in
Manhattan to extend its exclusive period to file a plan of
reorganization until Jan. 17, 2007.

The Debtor also wants to extend its exclusive period to solicit
acceptances of that plan until March 20, 2007.

As a three-month old chapter 11 case, the Debtor has already:

   a. completed its significant downsizing,

   b. closed and jettisoned unnecessary office leaseholds to the
      direct benefit of the Debtor's estate,

   c. worked through a contemplated expedited sale process,

   d. converted the sale process to new DIP financing and renewed
      efforts towards a confirmable Plan, and

   e. maintained operations allowing it to continue providing
      tutorial services to school children in the new school year.

The Debtor needs additional time to explore development of a plan
that will insure continuity of services to the students it serves.

Based in Broad Street, New York, Platform Learning Inc. --
http://www.platformlearning.com/-- provides supplemental
educational services through its Learn-to-Succeed tutoring
program to students attending public schools.  The Company filed
for chapter 11 protection on June 21, 2006 (Bankr. S.D.N.Y. Case
No. 06-11391).  David M. Bass, Esq., and Eric W. Sleeper, Esq., at
Herrick Feinstein LLP represent the Debtor in its restructuring
efforts.  Edward Joseph LoBello, Esq., at Blank Rome LLP
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
total assets of $21,026,148, and total debts of $36,933,490.


RETROCOM GROWTH: Has Until Dec. 1 to File Proposal to Creditors
---------------------------------------------------------------
The Superior Court of Justice (Ontario) gave Retrocom Growth Fund
Inc. until Dec. 1, 2006, to file a proposal to its creditors under
Canada's Bankruptcy and Insolvency Act.

Retrocom also obtained the additional appointment of RSM
Richter Inc. as interim receiver for the limited purpose of
handling Retrocom's receipts, disbursements, books and records,
and proceeds of sale from existing properties and assets.  RSM
Richter is already serving as a proposal trustee.

The extension of time to file a proposal and appointment of a
limited interim receiver will assist Retrocom's ongoing
realization efforts from the sales of certain real estate
properties that are scheduled to close in the near future.
Negotiations for the sale of additional assets are ongoing.
Retrocom also continues to pursue restructuring initiatives,
particularly involving its significant non-capital tax losses.

                     Retrocom's Insolvency

As reported in the Troubled Company Reporter on August 4, 2006,
the Fund had filed a notice of Intention to make a proposal under
BIA.  The Notice was prompted by the fund's insolvency.  Under the
BIA protection, the Fund can examine restructuring initiatives.

In the interim, the Fund has disposed of eight properties for a
total of $16.5 million.  The Fund continues to hold around
15 different investments and approximately 250,000 units of the
Retrocom mid-market real estate investment trust.  At the present
time, it appears unlikely that the recoveries will be sufficient
to allow a distribution to be made to shareholders of the fund.

                         About Retrocom

Retrocom Growth Fund Inc. -- http://www.retrocom.ca/-- is a
labor-sponsored investment fund corporation established in 1995.
The fund currently has assets invested in a diverse portfolio of
investments in the commercial and residential construction, resort
condominium, sports entertainment and facilities management and
tourism sectors, among others.


RITE AID: Revenues Increased to $4.29 Billion in Second Quarter
---------------------------------------------------------------
Rite Aid Corporation (NYSE, PCX: RAD) disclosed its financial
results for the second quarter ended Sept. 2, 2006.

Revenues for the 13-week second quarter were $4.29 billion versus
revenues of $4.13 billion in the prior year second quarter.
Revenues increased 3.8%.

Same store sales increased 3.8% during the second quarter as
compared to the year-ago like period, consisting of a 4.7%
increase in pharmacy same store sales and a 2.3% increase in
front-end same store sales.  The number of prescriptions filled in
comparable drugstores increased 2.6%.  Prescription sales
accounted for 63.7% of total sales, and third party prescription
sales represented 95.3% of pharmacy sales.

Net loss for the second quarter of $330,000 was less than last
year's second quarter net loss of $1.5 million.  The decrease in
net loss was primarily due to a $5.4 million increase in adjusted
EBITDA and a higher income tax benefit of $3.2 million compared to
$2.2 million last year.  This improvement was partially offset by
a $6.0 million increase in depreciation and amortization.  The
decrease in diluted loss per share was primarily due to no
preferred stock redemption premium in the current quarter compared
to a $5.9 million premium paid in the prior second quarter to
redeem the outstanding shares of the company's Series F Cumulative
Convertible Pay-in-Kind Preferred Stock.

Adjusted EBITDA amounted to $154.7 million or 3.6% of revenues for
the second quarter compared to $149.3 million or 3.6% of revenues
for the like period last year.  The $5.4 million increase was
primarily the result of increased revenue.

In the second quarter, the company opened 8 stores, relocated 17
stores, closed 14 stores and remodeled 1 store. Stores in
operation at the end of the quarter totaled 3,315.  On Aug. 24,
2006, Rite Aid announced that it had entered into a definitive
agreement to acquire 1,858 Brooks and Eckerd drugstores and six
distribution centers, primarily on the East Coast and in the Mid-
Atlantic states.  The transaction, which is subject to review
under the Hart-Scott Rodino Act, Rite Aid stockholder approval and
other customary closing conditions, could close as early as Rite
Aid's fourth quarter, which begins Dec. 3, 2006, and ends March 3,
2007.

"We're very pleased with our second quarter.  Our positive
performance trends continued with a strong increase in pharmacy
sales, good prescription count growth and solid front end sales
gains.  Thanks to our team's focus on cost control, we kept
expenses in line and improved our operating leverage," said
Mary Sammons, Rite Aid president and CEO.  "The agreement we
reached during the quarter to acquire all of the Brooks and Eckerd
stores is a major milestone for Rite Aid.  When completed, it will
dramatically accelerate our growth strategy, give us scale
comparable to our major competitors and create long-term value for
our shareholders.  We've already started planning for a smooth and
successful integration."

               Company Confirms Fiscal 2007 Guidance

Rite Aid confirmed its fiscal 2007 guidance for sales, same store
sales, net income (loss), adjusted EBITDA and capital
expenditures.  Sales are expected to be between $17.40 billion and
$17.65 billion, with same store sales expected to improve 2% to 4%
over fiscal 2006.  Net income (loss) for fiscal 2007 is expected
to be between a net loss of $5 million and net income of $40
million.  Adjusted EBITDA (which is reconciled to net income
(loss) is expected to be between $650 million and $725 million.
Capital expenditures, excluding proceeds from sale and leaseback
transactions, are expected to be between $450 million and $500
million.  Proceeds from sale and leaseback transactions are
expected to be between $50 million and $100 million.

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE, PCX: RAD) -- http://www.riteaid.com/-- runs a drugstore
chain with 2005 annual revenues of $17.3 billion and 3,320 stores
in 27 states and the District of Columbia.

                            *    *    *

As reported in the Troubled Company Reporter on Aug. 29, 2006,
Moody's Investors Service placed the ratings of Rite Aid
Corporation, including the corporate family rating of B2, on
review for possible downgrade.

These ratings include Corporate Family Rating at B2; Senior
secured global notes at B2; Senior secured guaranteed second lien
notes at B2; Senior unsecured debentures, notes, convertible
senior notes and global notes at Caa1; and Speculative grade
liquidity rating at SGL-3.


SABINE PASS: Moody's Rates Proposed $2.1 Bil. Senior Notes at Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Sabine Pass
LNG, L.P.'s  proposed offering of $2,150 million of senior secured
notes.

The rating outlook is stable.

Sabine is a liquefied natural gas receiving terminal under
construction in western Cameron Parish, Louisiana and is a wholly-
owned subsidiary of Cheniere Energy, Inc. (Cheniere: not rated).

Proceeds from the proposed senior note offering will be used to:

   -- distribute funds to Cheniere LNG Holdings, LLC, a
      subsidiary of Cheniere, for repayment of existing term
      debt;

   -- to repay existing construction project debt; and,

   -- to pay associated transaction costs and expenses.

The remaining proceeds will be used to fund a debt service reserve
account for the five scheduled semi-annual interest payments
during construction and to fund a construction account. Funds in
the construction account are expected to be sufficient to fund
remaining construction costs associated with Phase 1 and Phase 2 -
- Stage 1.

Phase 1 was designed with a regasification capacity of 2.6 Bcf/d
and is expected to cost $900-$950 million.  Bechtel Corporation is
serving as EPC contractor under a lump-sum turnkey EPC agreement
for Phase 1 with operations expected by the first quarter 2008.
The first stage of Phase 2 is expected to increase Sabine's
regasification capacity to 4.0 Bcf/d at an estimated cost $500-
$550 million.  Bechtel Corporation is acting as construction
manager under a cost plus construction arrangement with operations
anticipated by April 2009.

The primary factors supporting the Ba3 rating are:

   -- the stability of contracted cash flows under separate 20-
      year Terminal Use Agreements (TUA's) with subsidiaries of,
      and supported by guarantees of, Total, S.A. (Total: Aa1
      senior unsecured) and Chevron Corporation (Chevron: Aa2
      Issuer Rating) (collectively, the "Anchor TUA's");

   -- a well structured lump-sum turnkey EPC agreement with
      Bechtel Corporation for Phase 1 that mitigates construction
      risk; and,

   -- project finance features that include an account waterfall
      structure administered by a trustee and the prefunding of 2
       years of interest payments during construction.

The rating however also reflects

   -- an aggressive proposed financing structure that results in
      a highly levered capital structure and weak financial
      metrics;

   -- significant refinancing risk; and,

   -- a sponsor with limited near-term cash flows and a capital
      intensive business strategy.

Assuming on time construction of Phase 1, fees associated with the
Anchor TUA's are expected to generate annual revenues of
approximately $250 million in the aggregate beginning during 2009
and more than $5 billion during the twenty year tenor.  Projected
annual cash available for debt service during the tenor of the
Anchor TUA's is approximately $210 million.  These fees are paid
in equal monthly amounts on a "take or pay" basis and result in
predictable revenue regardless of terminal usage.  Furthermore,
Sabine's performance obligations under the Anchor TUA's are
limited mainly to the unloading, storage and regasification of
LNG.

The Anchor TUA's reserve total regasification capacity of
approximately 2 Bcf/d, which is expected to be met with the
planned capacity associated with Phase 1 (2.6 Bcf/day).  Moody's
believes that the lump-sum turnkey EPC agreement for Phase 1
largely mitigates construction risk.  Specifically, the EPC
agreement has traditional protections that include a guaranteed
completion date (December 2008) and provides for delay and
performance liquidated damages.  Commercial availability of Phase
1 is anticipated in early 2008 and the Anchor TUA's begin in 2009.

Moody's analysis placed less emphasis on a third TUA between
Sabine Pass and Cheniere Marketing, Inc., which as a subsidiary of
Cheniere is a small, developing company with virtually no
operating history or cash flow.  Furthermore, the affiliate
relationship between Cheniere Marketing and Sabine Pass could
cause the parties to waive and/or make amendments to the contract.
That being said, the TUA with Cheniere Marketing is for the
equivalent of approximately 2.0 Bcf/day of capacity for a twenty
year tenor and could generate an additional $250 million of annual
revenue.

Assuming completion of the proposed financing, Sabine will be a
highly levered entity whose financial metrics would be weak for
the Ba3 rating category. Revenue and cash flows from the Anchor
TUA's only result in a ratio of funds from operations to debt of
approximately 3% and interest coverage of slightly more than
1.4 times.

The senior secured notes are non-amortizing which weakens Sabine's
credit profile.  To gauge refinancing risk, Moody's assumed that
the $2,150 million of senior notes are refinanced in 2013 and that
100% of annual excess cash flow are used to repay debt.  Under
Sabine's base case, this scenario results in approximately $131
million of debt outstanding at the expiration of the Anchor TUA's
in 2029.

Moody's analyzed several sensitivities however, including a higher
debt balance due to the incurrence of permitted indebtedness and
higher operating costs, which resulted in a significant
refinancing requirement.  Sabine's ability to refinance any
remaining amount beyond 2029 would be driven by the future long
term price of natural gas and the availability of imported LNG.

Moody's analysis also considered certain steps taken to minimize
the risk that the borrower could be drawn into bankruptcy in the
event of a Cheniere bankruptcy, through a voluntary filing and
substantive consolidation.  This analysis took into consideration
that Sabine is a separate legal entity whose assets, cash
receipts, records and accounting are to be maintained separately
from those of Cheniere.

Furthermore, one of the members of the board of directors of
Sabine's general partner is required to be independent, and an
affirmative vote of the independent director will be required for
certain actions, including a voluntary bankruptcy filing.  Lastly,
the independent director is required to consider only the
interests of Sabine and its creditors in acting or voting on
matters relating to a bankruptcy filing.

That being said, Sabine will represent most of Cheniere's
consolidated cash flows and operating assets over the intermediate
term.  This may serve as a strong incentive to bring Sabine into a
possible bankruptcy of Cheniere in order to better control its
estate.  We note that a bankruptcy of Sabine would not provide
counterparties an opportunity to terminate the contract.

Bondholders will benefit from project finance features that
include a cash flow waterfall managed by a trustee, a six month
debt service reserve, a rating affirmation requirement for
additional indebtedness and a restricted payment test.

Moody's notes that Sabine's indenture provide for certain
carveouts of permitted indebtedness that do not require a rating
affirmation.  These include a maximum for cost overruns associated
with construction for Phase 1 and Phase 2 and for working capital
(the working capital basket temporarily increases to fund the
purchase of LNG for cool down).

Moody's analysis took into consideration a contingent liability
assumed by Sabine under an Assumption Agreement.  The contingent
liability relates to a required annual payment to a non-affiliated
third party that Freeport LNG Development, L.P., a partnership in
which Cheniere holds a 30% limited partner interest, has assumed.
Sabine however could be obligated to make the payment if the
Freeport Partnership does not do so.  Cheniere has agreed to
indemnify Sabine should it be required to make payment.

The notes will rank behind Sabine's obligations under the
Assumption Agreement and will be senior secured obligations of
Sabine and all future subsidiaries and secured on a first-priority
basis by:

   -- a pledge of the sponsor's equity interest in Sabine;

   -- a collateral assignment of Sabine's rights in various
      project documents including the three TUA's;

   -- a mortgage on all real property, machinery and equipment;
      and,

   -- a security interest in all trustee administered project
      accounts.

The rating outlook is stable reflecting Moody's expectation of on-
time, on-budget, construction and the contractual underpinning of
Sabine's cash flows.  The rating is predicated upon final
documentation in accordance with Moody's current understanding of
the transaction, and debt sizing to meet initially projected debt
service coverage ratios.

Cheniere Energy, Inc. is headquartered in Houston, Texas.


SABINE PASS: S&P Rates $2.15 Billion Senior Note Offering at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB'
rating to the proposed $2.15 billion senior secured note offering
at Sabine Pass LNG L.P., an indirectly owned, 100% subsidiary of
Cheniere Energy Inc. (B/Stable/--), the Houston-based liquefied
natural gas (LNG) project developer.  The outlook is stable.

Sabine Pass' only asset is its 100% ownership of the 4 billion
cubic feet/day Sabine Pass LNG regasification terminal currently
under construction.  Standard & Poor's has assigned its '5'
recovery rating to the notes, indicating negligible (0%-25%)
recovery of principal in the event of a default.

At the same time Standard & Poor's withdrew its 'BB' rating on the
$600 million term loan B at Cheniere LNG Holdings LLC, as the term
loan is being redeemed with the proceeds of the notes. The 'BB'
rating was placed on CreditWatch with negative implications when
Cheniere announced the debt-funded expansion of the Sabine Pass
terminal to 4 bcf/day from 2.6 bcf/day.

Project construction is in two phases, with the expansion being
phase II.  Phases I and II are being treated as two different
projects from a construction perspective.  Phase I, with expected
completion in January 2008, has 2 bcf/day contracted under
terminal use agreements to subsidiaries of Total S.A.
(AA/Stable/A-1+) and Chevron Corp. (AA/Stable/A-1+), each taking
1 bcf/day, and must begin operations before April 2009, the
deadline under the Total TUA.  Phase II, expected to be completed
in June 2009, will sell its output, and the balance of phase I
capacity, to unrated Cheniere LNG Marketing.  With the Cheniere
Marketing contract subordinated in rights to the Chevron and Total
TUAs, phase II commercial operation date is less critical.

The $2.1 billion financing will be used to fund construction of
both phases; however, the cash flows provided from the Total and
Chevron TUAs are sufficient (under base case and certain stress
cases) to repay all of the debt during their term.

"While construction risk is present, Cheniere's management has
taken several measures to manage construction risks and mitigate
this risk to noteholders," said Standard & Poor's credit analyst
Swami Venkataraman.  "These include employing Bechtel and
identical equipment for both phases of the project, completing all
phase I purchases before phase II begins, and physically
separating the phases by constructing new access roads, separate
material lay-down areas, and geographically separate construction
locations," he added.  "Importantly, the phase II EPC contract
explicitly provides that Bechtel's performance under this contract
shall in no way negatively affect the cost or the schedule for the
development of the phase 1 facility."

The proceeds from the notes, which will be issued in two tranches
maturing in 2013 and 2016, respectively, will be used to refinance
the existing unrated project credit facility at Sabine Pass;
refinance the $600 million term loan B at Cheniere LNG Holdings
LLC, which owns 100% of the equity of Sabine Pass; as well as to
fund the remaining construction costs for the terminal and to fund
a debt service reserve equal to 2.5 years of prefunded interest
payments on the notes before distributions are expected to begin
from the Sabine Pass LNG terminal.


SAINT VINCENTS: Names Alfred E. Smith as New Chairman
-----------------------------------------------------
The Board of Saint Vincent Catholic Medical Centers has selected
Alfred E. Smith, IV as the new chairman of the healthcare system's
Board.  Mr. Smith indicated that among his priorities will be
working with fellow board members, physicians, donors, elected
officials and community leaders to lay the foundation for a
revitalized Saint Vincent's.

"It is an honor and a distinct pleasure to lead the Board of Saint
Vincent Catholic Medical Centers," said Mr. Alfred E. Smith, IV,
Chair, Saint Vincent Catholic Medical Centers Board.  "Saint
Vincent's future is extremely promising and our revitalized system
is taking shape every day, on both financial and operational
levels.  We are a key resource to the many communities we serve,
and I look forward to working with an expanded Board, our
physicians and employees to bring Saint Vincent's to new heights
as a premier healthcare provider in the New York metropolitan
area."

Mr. Smith serves as Managing Director of Bear Wagner Specialists
LLC, a specialist and member firm of the New York Stock Exchange.
Prior to joining Bear Wagner, he was Partner of CMJ Partners in
New York, and previously, Vice President of Mitchel-Hutchins in
Chicago.  Mr. Smith began his Wall Street career as an independent
floor broker at the New York Stock Exchange.

Mr. Smith, together with his family, has a long history of
commitment to Saint Vincent's.  He has been a member of Saint
Vincent Catholic Medical Centers' Board since its inception in
2000; he serves as the chair of the Saint Vincent Catholic Medical
Centers Foundation Board and was on the board of St. Vincent's
Hospital Manhattan from 1986 to 2000.

He is the great-grandson of the late Alfred E. Smith, the
legendary Governor of New York, and serves as the Director,
Secretary, and Dinner Chairman for the Alfred E. Smith Memorial
Foundation.  Mr. Smith also serves as the Master of Ceremonies at
the annual Alfred E. Smith Foundation Dinner, which takes place
tonight at the Waldorf-Astoria.  St. Vincent's Hospital Manhattan
has historically been one of the beneficiaries of this fundraising
dinner.

Mr. Smith replaces Richard Boyle, who is retiring as Board Chair
but will now chair a special committee of the Board - the
Restructuring Committee - to oversee the completion of the
bankruptcy reorganization.

"The Board is in the midst of an important transition period where
we must complete the restructuring and file a plan of
reorganization while also keeping an eye on our future as a
revitalized Saint Vincent's post-emergence," said Sister Jane
Iannucelli, Board Vice-Chair and one of the sponsor
representatives for the Sisters of Charity on the Board.  "We are
very grateful to Dick Boyle for his dedication and leadership of
the Board through the challenging times of the past couple of
years and appreciate his continued service as Chair of the
Restructuring Committee.  We also welcome Al Smith, who will help
us build strong new relationships with donors, elected officials
and our community - relationships that will benefit Saint
Vincent's patients, physicians, and employees."

In addition to his membership on the Saint Vincent's Board and his
leadership of the Alfred E. Smith Foundation, Mr. Smith is active
in several other organizations.  He is a Knight of Malta, Chairman
of the Government Relations Committee for the New York Stock
Exchange, and Chairman of the Wall Street Division of the
Cardinal's Committee of the Laity.  In addition, he is a Trustee
of Calvary Hospital, a member of the President's Council at
Memorial Sloan-Kettering Cancer Center, Chairman of the Irish
Chamber of Commerce of the USA, and a Director of the Center for
Hope and the National Coalition for Cancer Survivorship.  Mr.
Smith is also a founder and Chairman of Hackers for Hope, a
foundation dedicated to raising funds for cancer research and
cancer care in New York and Connecticut.

Over the years, he has received numerous honors and awards
including: the Angelus Award, Saint Vincent Catholic Medical
Centers; Honoree, United Hospital Fund; Medal of Honor, Calvary
Hospital; Man of the Year, Irish Chamber of Commerce of the USA;
Ellis Island Medal of Honor; National Brotherhood Award, National
Conference of Christians and Jews; and American Cancer Society's
Gold Sword of Hope Award.

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


SAINT VINCENTS: Exclusive Plan-Filing Period Stretched to Nov. 20
-----------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York, its debtor-
affiliates and the Official Committee of Unsecured Creditors
certify that the necessary conditions to the automatic extension
of their exclusive periods to file a plan of reorganization and
solicit acceptances of that plan have been satisfied or waived.

Accordingly, the Debtors' Exclusive Plan Filing Period is extended
to and including November 20, 2006, and their Exclusive
Solicitation Period is extended to and including February 15,
2007.

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


SALLY HOLDINGS: S&P Rates $1.07 Billion Term Loans at B+
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Denton, Texas-based Sally Holdings LLC.  The
outlook is positive.

At the same time, S&P ssigned a 'BB-' rating to the company's
planned $400 million asset-based revolving credit facility due
2011 and a 'B+' rating to the company's $300 million term loan A
due 2012 and $770 million term loan B due 2013.  These and the '1'
recovery ratings indicate Standard & Poor's high expectation for a
full recovery of principal in the event of payment default.

Standard & Poor's also rated the company's planned $430 million
senior unsecured notes and $280 million senior subordinated notes
'CCC+', two notches lower than the corporate credit rating.

"The ratings on Sally Holdings reflect its highly leveraged pro
forma capital structure, thin cash flow protection measures, and
participation in the competitive professional beauty supply
industry," said Standard & Poor's credit analyst Jackie Oberoi.

Proceeds from the offerings and a $575 million equity investment
by Clayton, Dubilier & Rice in Sally Holdings will be used to fund
a special cash dividend of $25 per share for current Alberto-
Culver Co. shareholders.  About 47.5% of the resulting company, on
a fully diluted basis, will be owned by Clayton, Dubilier & Rice,
with the remaining 52.5% held by Alberto-Culver shareholders.

Sally Holdings, with about $2.3 billion in sales, is the largest
distributor of professional beauty supplies in the U.S.  The
company operates 3,155 retail stores and has 163 franchised stores
under two segments: Sally Beauty Supply, a domestic and
international chain of cash-and-carry stores offering professional
beauty supplies to both salon professionals and retail customer;
and Beauty Systems Group, a full-service beauty supply distributor
offering professional brands directly to salons through its own
sales force and professional-only stores.


SATELITES MEXICANOS: Files Supplements to First Amended Plan
------------------------------------------------------------
Satelites Mexicanos, S.A. de C.V. delivered to the U.S. Bankruptcy
Court for the Southern District of New York, supplements to its
First Amended Plan of Reorganization, which:

    1. identify the seven initial members of Reorganized Satelites
       Mexicanos' Board of Directors, specifically:

       -- Rebollar Corona,
       -- Vicente Ariztegui Andreve,
       -- Alberto Mulas Alonso,
       -- Thomas S. Heather Rodriguez,
       -- Roberto Enrique Colliard Lopez,
       -- Sergio M. Autrey Maza, and
       -- Robert L. Rauch

    2. identify the four initial officers of Reorganized Satelites
       Mexicanos:

       Name                               Position
       ----                               ---------
       Sergio Miguel Angel Autrey Maza    Chief Executive
                                          Officer

       Cynthia M. Pelini                  Executive Vice
                                          President and Chief
                                          Financial Officer

       Juan Manuel Pinedo                 Executive Vice
                                          President and Chief
                                          Marketing Officer

       Carmen Ochoa Avendano              General Counsel

    3. include a copy of:

       * the New Common Stock Certificate,
       * the New Satmex By-Laws,
       * the Shareholders' Resolutions,
       * the Nafin Trust document,
       * the First Priority Collateral Trust Agreement,
       * the First Priority Mortgage,
       * the First Priority Stock Pledges,
       * the First Priority Senior Secured Notes,
       * the First Priority Senior Secured Note Indenture,
       * the Intercreditor Agreement,
       * the Common Representative Agreement,
       * the Existing Bondholder Registration Rights Agreement,
       * the Second Priority Collateral Trust Agreement,
       * the Second Priority Mortgage,
       * the Second Priority Stock Pledges,
       * the Second Priority Senior Secured Notes,
       * the Second Priority Senior Secured Note Indenture,
       * the Equity Trust Registration Rights Agreement,
       * the Equity Trust Agreement,
       * the Enlaces Documents,
       * the Loral Usufructo Documents,
       * the ROFO Agreement, and
       * the Senior Secured Noteholder Registration Rights
         Agreement

The documents are non-binding drafts that are continuing to be
reviewed and revised by the parties involved, the Debtor relates.

The Supplements disclose that the Debtor does not intend to
reject, and will instead assume, its executory contracts and
unexpired leases as of the Plan Effective Date.

The Contracts with cure amounts are:

    Counter-Party         Agreement                  Cure Amount
    -------------         ---------                  -----------
    Xerox Mexicana, S.A.  Contrato de Arrendamiento          $89
                          con Soluciones Integrales,
                          asi como los servicios de
                          Suministro de Materiales de
                          Consumo y de Mantenimiento,
                          dated July 5, 2005

    Avantel S. de R.L.    Contrato de Prestacion de       $1,787
    de C.V.               Servicios dez
                          Telecomunicaciones, dated
                          September 28, 2004

    Alestra, S. de R.L.   Contrato de Prestacion de       $6,085
    de C.V.               Servicios de
                          Telecomunicaciones para
                          Clientes de Negocios

    Ingenieria e          Contrato de Prestacion de       $2,053
    Integracion Digital,  Servicios de Mantenimiento
    S.A. de C.V.          a Equipos de Computo
                          de TCR y TLS, dated
                          February 1, 2006

    Tozzini Freire        Legal Representation              $825
    Texeira e Silva

    Integral Systems,     Satmex 6 program statement     $14,385
    Inc.                  of work, between Integral
                          Systems, Inc. & Satmex

    Seguros Comercial     Poliza Multiple para            $1,864
    America S.A. de C.V.  vehiculos propiedad de
                          Satelites Mexicanos, S.A.
                          de C.V., dated
                          February 16, 2006

    Servicios, Loral,     Restructuring Agreement          To be
    Principia,            dated as of March 31,       determined
    certain holders       2006, as amended
    of the Existing
    Bonds and certain
    holders of the
    Senior Secured Notes,
    or their successors
    or assigns

Pursuant to the Plan, the corresponding cure amounts for all other
executory contracts to be assumed by the Debtor as of the Plan
Effective Date is $0.

Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.  Satmex provides transponder capacity via its
satellites to customers for distribution of network and cable
television programming, direct-to-home television service, on-site
transmission of live news reports, sporting events and other video
feeds.  Satmex also provides satellite transmission capacity to
telecommunications service providers for public telephone networks
in Mexico and elsewhere and to corporate customers for their
private business networks with data, voice and video applications.
Satmex also provides the government of the United Mexican States
with approximately 7% of its satellite capacity for national
security and public purposes without charge, under the terms of
the Orbital Concessions.

The Debtor filed for chapter 11 petition on August 11, 2006
(Bankr. S.D.N.Y. Case No. 06-11868).  Luc A. Despins, Esq., at
Milbank, Tweed Hadley & McCloy LLP represents the Debtor in the
U.S. Bankruptcy proceedings.  Attorneys from Galicia y Robles,
S.C., and Quijano Cortina Lopez y de la Torre give legal advice in
the Debtor's Mexican Bankrutpcy proceedings.  UBS Securities LLC
and Valor Consultores, S.A. de C.V., give financial advice to the
Debtor.  Steven Scheinman, Esq., Michael S. Stamer, Esq., and
Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld LLP
give legal advice to the Ad Hoc Existing Bondholders' Committee.
Dennis Jenkins, Esq., and George W. Shuster, Jr., Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP give legal advice to Ad Hoc
Senior Secured Noteholders' Committee.  As of July 24, 2006, the
Debtor has $905,953,928 in total assets and $743,473,721 in total
liabilities.

On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the Company (Bankr. S.D.N.Y. Case No. 05-13862).
On June 29, 2005, Satmex filed a voluntary petition for a Mexican
reorganization, known as a Concurso Mercantil, which was assigned
to the Second Federal District Court for Civil Matters for the
Federal District in Mexico City.

On August 4, 2005, Satmex filed a petition, pursuant to Section
304 of the Bankruptcy Code to commence a case ancillary to the
Concurso Proceeding and a motion for injunctive relief seeking,
among other things, to enjoin actions against Satmex or its assets
(Bankr. S.D.N.Y. Case No. 05-16103).  (Satmex Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SATELITES MEXICANOS: Gets Interim Extension of Schedules Filing
---------------------------------------------------------------
The Honorable Robert D. Drain, of the U.S. Bankruptcy Court for
the Southern District of New York, pending a final ruling,
extended the deadline for Satelites Mexicanos, S.A. de C.V., to
file its Schedules and Statement until the conclusion of a hearing
for the extension of the filing deadline.

The asked the U.S. Bankruptcy Court for the Southern District of
New York to further extend the period within which it may file its
schedules of assets and liabilities, and statement of financial
affairs, until Nov. 24, 2006, without prejudice to its ability to
request for more time.

Matthew S. Barr, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, tells Judge Drain that in view of the amount of work
entailed in completing the Schedules and Statement, and the
competing demands on the Debtor's employees and professionals to
finalize the Chapter 11 Plan, the Plan Supplement documents, and
to solicit votes on the Chapter 11 Plan, the Debtor will not be
able to properly and accurately complete the Schedules and
Statement by Oct. 25, 2006.

Mr. Barr notes that the Debtor's primary focus has been
negotiating and finalizing the terms of the Chapter 11 Plan, the
Disclosure Statement, and the numerous documents filed in the Plan
Supplement.  Resources are strained and the Debtor has not had
ample time to gather and analyze the necessary information to
prepare and file its Schedules and Statement, he adds.

In addition, Mr. Barr says, a hearing is currently scheduled for
Oct. 26, 2006, to consider confirmation of the Debtor's Chapter 11
Plan.  Under the Plan, the Debtor is not seeking to impair any
claims.  Thus, if the Plan is confirmed, the purpose behind
requiring a debtor to file schedules and statements -- to permit
parties-in-interest to understand and assess a debtor's assets and
liabilities and negotiate a plan of reorganization -- will be
fulfilled, Mr. Barr asserts.

The Debtor does not intend to seek, and the Plan does not
contemplate, establishment of a bar date for claimants to file
proofs of claim, Mr. Barr discloses.  In the event that the Plan
is confirmed by Nov. 24, 2006, the Debtor asks the Court to rule
that it is no longer required to file its Schedules and Statement
pursuant to Section 521(1) of the Bankruptcy Code.

The Court will convene a hearing on Oct. 26, 2006, to consider the
Debtor's request.  The Court directs parties-in-interest to show
cause at the hearing as to why the Court should not approve the
extension motion.

Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.  Satmex provides transponder capacity via its
satellites to customers for distribution of network and cable
television programming, direct-to-home television service, on-site
transmission of live news reports, sporting events and other video
feeds.  Satmex also provides satellite transmission capacity to
telecommunications service providers for public telephone networks
in Mexico and elsewhere and to corporate customers for their
private business networks with data, voice and video applications.
Satmex also provides the government of the United Mexican States
with approximately 7% of its satellite capacity for national
security and public purposes without charge, under the terms of
the Orbital Concessions.

The Debtor filed for chapter 11 petition on August 11, 2006
(Bankr. S.D.N.Y. Case No. 06-11868).  Luc A. Despins, Esq., at
Milbank, Tweed Hadley & McCloy LLP represents the Debtor in the
U.S. Bankruptcy proceedings.  Attorneys from Galicia y Robles,
S.C., and Quijano Cortina Lopez y de la Torre give legal advice in
the Debtor's Mexican Bankrutpcy proceedings.  UBS Securities LLC
and Valor Consultores, S.A. de C.V., give financial advice to the
Debtor.  Steven Scheinman, Esq., Michael S. Stamer, Esq., and
Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld LLP
give legal advice to the Ad Hoc Existing Bondholders' Committee.
Dennis Jenkins, Esq., and George W. Shuster, Jr., Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP give legal advice to Ad Hoc
Senior Secured Noteholders' Committee.  As of July 24, 2006, the
Debtor has $905,953,928 in total assets and $743,473,721 in total
liabilities.

On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the Company (Bankr. S.D.N.Y. Case No. 05-13862).  On
June 29, 2005, Satmex filed a voluntary petition for a Mexican
reorganization, known as a Concurso Mercantil, which was assigned
to the Second Federal District Court for Civil Matters for the
Federal District in Mexico City.

On August 4, 2005, Satmex filed a petition, pursuant to Section
304 of the Bankruptcy Code to commence a case ancillary to the
Concurso Proceeding and a motion for injunctive relief seeking,
among other things, to enjoin actions against Satmex or its assets
(Bankr. S.D.N.Y. Case No. 05-16103).  (Satmex Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SESI LLC: Moody's Puts Ba3 Rating on New $200 Mil. Loan Facility
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3, LGD 3 (43%) rating to
SESI, L.L.C.'s new $200 million seven-year senior secured term
loan facility, to be guaranteed by Superior Energy Services, Inc.
and substantially all of its current and future domestic
subsidiaries.

At the same time, Moody's affirmed SESI, L.L.C.'s Ba3 Corporate
Family Rating, Ba3 Probability of Default Rating, and B1
guaranteed senior unsecured note rating (with the LGD assessment
changed to LGD 5 (71%) from LGD 4 (63%)).

The rating outlook remains negative.

Proceeds from the term loan will be used to finance approximately
55% of the cost of Superior's acquisition of Warrior Energy
Services Corporation.  On Sept. 26, 2006, Moody's affirmed SESI,
L.L.C.'s ratings and changed the rating outlook to negative from
stable following Superior's announcement that it had signed a
merger agreement to acquire Warrior for approximately
$175 million in cash and 5.3 million shares of common stock.  The
transaction, which is subject to regulatory approval and approval
from Warrior's shareholders, is expected to close late in the
fourth quarter of 2006.

The negative ratings outlook reflects Superior's increasingly
aggressive growth strategy, which could result in higher sustained
financial leverage than recent historical levels and may require
the greater flexibility of a lower debt rating.  In this regard,
the company has undertaken two material transactions in a
relatively short amount of time at purchase prices that Moody's
considers to be high.

In addition, Moody's believes that the company's rapid growth
strategy could pose increasingly complex integration challenges
and could result in significant capital requirements, which in
combination with a potential sector softening in the latter half
of 2007 and 2008 could negatively pressure the rating.

The ratings affirmation reflects the use of common equity to fund
a meaningful portion of the Warrior acquisition, the strategic
benefits of the acquisition, including greater geographic
diversification and an enhanced market position in cased hole
wireline and snubbing, Warrior's focus on production-related
services and on providing services that require a high level of
technical expertise, and that the anticipated increase in leverage
as a result of the transaction remains in a range appropriate for
the Ba3 Corporate Family Rating.

The ratings could face downward pressure if management is unable
to maintain conservative operating and financial policies,
including increasing its financial leverage to a range unable to
withstand the company's business risk profile (debt/EBITDA, as
adjusted, above 2.3x or in a downcycle, above 2.75x), growing its
oil and gas operations to more than 25% of its EBITDA, increasing
its business risk profile through drilling risk exposure, and
funding material acquisitions without a substantial equity
component.

The outlook could stabilize if management is able to successfully
integrate and grow the Warrior operations, manage capital spending
within cash flow, and limit further material increases in
financial leverage.

The Ba3 rating incorporates the expectation that Superior will
continue to pursue an acquisitive growth strategy over the near to
medium term.  The ability for Superior to absorb additional
material acquisitions at its current rating level will depend, in
part, on how future acquisitions are financed, Superior's
operating and financial performance, and an evaluation of the
expected benefits and risks associated with the acquisitions.

Superior's Ba3 Corporate Family Rating is supported by:

     -- the company's scale and product diversification, with
        strong market positions in the niche businesses in which
        it participates;

     -- the company's ability to provide a broad array of
        services in an integrated fashion;

     -- its considerable production-related focus;

     -- the company's improving profitability and returns; and,

     -- a financial leverage profile that helps accommodate the
        risks associated with the company's oil and gas
        operations and its regional concentration in the US Gulf
        of Mexico.

The company's ratings remain constrained by:

     -- the inherent cyclicality and highly competitive nature of
        the oilfield services industry;

     -- the higher risk profile of its oil and gas operations,
        which represents a relatively new area for the company
        and which is expected to grow to 20% - 25% of
        consolidated EBITDA;

     -- its regional concentration in the Gulf of Mexico, a
        mature basin with significant full cycle oil and gas
        costs, which can result in curtailed E&P spending during
        oil and gas price troughs; and,

     -- the considerable degree of cash flow volatility
        associated with the company's lift boat business.

The $200 million term loan facility, which has minimal
amortization until maturity, is expected to have a cash sweep
mechanism that would require a portion of free cash flow to be
applied toward debt reduction, and sets mandatory pre-payments
with proceeds from capital markets financings and asset sales.
Financial covenants under the facilities are expected to include a
leverage ratio and interest coverage ratio.

In addition to the new term loan facility, Superior's pro-forma
capitalization will consist of a secured revolving bank credit
facility, which the company plans to upsize to $250 million,
$300 million in senior unsecured notes, and approximately
$17 million in MARAD debt.

The Ba3, LGD 3 rating on the new $200 million term loan is
restrained by weak tangible asset coverage and uncertainty
regarding future valuations of the Warrior collateral pool.  The
term loan lenders will have a perfected first lien on
substantially all of Warrior's assets and, on a pari passu basis
with the company's secured bank credit facility, substantially all
of Superior's assets up to the greater of $250 million or
30% of the tangible net assets of Superior's assets, which at $248
million as of June 30, 2006 was only sufficient to cover the
company's $250 million revolver.

The company expects approximately $46 million in excess tangible
net assets to be available to the term loan lenders by year-end
2006.  Warrior's tangible assets at June 30, 2006 totaled
approximately $90 million.  The majority of the Warrior collateral
pool is comprised of fixed assets, which Moody's considers to be
relatively illiquid and which, in the event of distress, could
significantly impact valuations.

Superior Energy Services, Inc. is headquartered in Harvey,
Louisiana.


SFG LP: Court Approves Brown McCarroll as Bankruptcy Counsel
------------------------------------------------------------
SFG L.P. and its debtor-affiliates obtained permission from the
U.S. Bankruptcy Court for the Western District of Texas to employ
Brown McCarroll L.L.P. as their bankruptcy counsel.

The Debtors tells the Court that Brown McCarroll will represent
them in their chapter 11 cases and in other matters related to the
adjustment of their relationship with creditors, vendors, and
other parties-in-interest.

The Debtors discloses that Patricia B. Tomasco, Esq., a partner at
Brown McCarroll, will be the lead attorney and bills $395 per
hour.  Other attorneys at the firm bill between $195 to $395 per
hour while legal assistants bill $85 to $110 per hour.

The Debtors further discloses that it paid the firm a $50,000
retainer.

Ms. Tomasco assures the Court that her firm is disinterested as
that term is defined in Section 101(14) of the Bankruptcy Code.

Ms. Tomasco can be reached at:

         Patricia B. Tomasco, Esq.
         Brown McCarroll, L.L.P.
         111 Congress Avenue, Suite 1400
         Austin, Texas 78701-4093
         Tel: (512) 472-5456
         Fax: (512) 479-1101
         http://www.brownmccarroll.com/

SFG, LP -- http://sandiafood.com/-- operates as a franchisee and
operator of "Johnny Carino's" restaurants in Texas, New Mexico and
Arizona.  The Company filed for chapter 11 protection on Aug. 4,
2006 (Bankr. W.D. Tex. Case No. 06-11207).  When the Debtor filed
for protection from its creditors, it estimated its assets and
debts between $10 million and $50 million.

Sandia Food Group, Inc., its general partner, filed for chapter 11
protection on Aug. 7, 2006 (Bankr. W.D. Tex. Case No. 06-11212).
On Aug. 8, 2006, three more affiliates filed chapter 11 petitions
in the same Court.


SONIC 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 restaurant sector, the rating agency revised
its Corporate Family Rating for Sonic Corp. to B1 from Ba3.

In addition, Moody's affirmed its Ba3 ratings on the company's
$100 million Senior Secured Revolver and $675 million Senior
Secured Term Loan.  Moody's assigned those debentures an LGD3
rating suggesting lenders will experience a 34% loss in the event
of default.

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

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

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

Headquartered in Oklahoma City, Oklahoma, Sonic Corp. --
http://www.sonicdrivein.com/-- engages in the operation and
franchising of a chain of quick-service drive-ins in the United
States and Mexico.  The company, through its subsidiary, Sonic
Industries, Inc., serves as the franchiser of the Sonic restaurant
chain.  It's another subsidiary, Sonic Restaurants, Inc., develops
and operates the company-owned restaurants.


SPECIALTY UNDERWRITING: Fitch Puts BB Rating on Negative Watch
--------------------------------------------------------------
Fitch has affirmed 26, upgraded 2, and placed one class on Rating
Watch Negative from the following 4 Specialty Underwriting &
Residential Finance asset-backed certificates trusts:

Series 2003-BC1

    -- Class A affirmed at 'AAA';
    -- Class M-1 upgraded to 'AA+' from 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class B-1 affirmed at 'BBB+';
    -- Class B-2 affirmed at 'BBB'.

Series 2003-BC2

    -- Class M-1 upgraded to 'AA+' from 'AA';
    -- Class M-2 affirmed at 'A+';
    -- Class B-1 affirmed at 'BBB+';
    -- Class B-2 affirmed at 'BBB'.

Series 2004-BC4

    -- Class A-1A, A-1B, A-2B, A-2C affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class B-1 affirmed at 'BBB+';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BBB-'.

Series 2005-AB1

    -- Class A-1A, A-1B, and A-1C affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'AA';
    -- Class M3 affirmed at 'A';
    -- Class M4 affirmed at 'A-';
    -- Class B-1 affirmed at 'BBB+';
    -- Class B-2 affirmed at 'BBB-';
    -- Class B-3 rated 'BB', placed on Rating Watch Negative.

The collateral for the aforementioned trusts consist primarily of
fixed rate and adjustable rate sub-prime mortgage loans secured by
first or second liens on real properties.  At issuance,
approximately 73% of the mortgage loans in series 2004-BC4 were
covered by a mortgage insurance policy, which premium will be paid
out of collections on the mortgage loans.  The loans were acquired
by Merrill Lynch Mortgage Lending, Inc. from various originators
and were originated in accordance with the SURF underwriting
guidelines.  SURF acts as program administrator for the seller,
Merrill Lynch Mortgage Lending, Inc., and its loan acquisition
program facilitates the purchase by Merrill Lynch Mortgage
Lending, Inc. of eligible non-conforming loans from various SURF-
approved originators.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $527 million of outstanding certificates.  The
upgrades, affecting approximately $27.4 million of outstanding
certificates, reflect an improvement in the relationship between
CE and future loss expectations.  The class B-3 of series 2005-AB1
($2.7 million in outstanding certificates) has been placed on RWN
due to monthly collateral losses which have exceeded excess spread
and have caused deterioration in the overcollateralization.

The losses suffered by series 2005-AB1 were primarily caused by a
small group of loans from a single seller that experienced higher-
than-expected losses.  SURF is currently reviewing these loans
with the original seller to determine if they breached
representations and warranties.  While it is expected that not all
the loans under review will be repurchased from the trust, the
issuers project some subsequent recoveries over the next few
months.  Fitch will continue to closely monitor the pending
recoveries and the relationship of excess spread to monthly losses
in the coming months.

The servicer for 2005-AB1 is Wilshire Credit Corporation.  The
servicer for the other transactions above is Litton Loan
Servicing.  Both servicers are rated 'RPS1' by Fitch Ratings,
which is the highest servicer rating available by Fitch.

Fitch will continue to closely monitor these transactions.


STARWOOD HOTELS: Fitch Lifts Ratings and Revises Outlook to Stable
------------------------------------------------------------------
Fitch Ratings has upgraded these Starwood Hotels & Resorts
Worldwide Inc.'s (NYSE: HOT) credit ratings:

    -- Issuer Default Rating to 'BBB-' from 'BB+';
    -- Bank credit facility to 'BBB-' from 'BB+';
    -- Senior unsecured notes to 'BBB-' from 'BB+'.

The ratings apply to roughly $2.5 billion of outstanding debt as
of June 30.  The Rating Outlook has been revised to Stable from
Positive as the likelihood for significant continued share
repurchase activity and the potential for strategic acquisitions
are likely to limit further upside to Starwood's credit ratings
over the next 12 months.

The upgrade is based on the company's continued execution on its
plan to sell assets in order to improve its balance sheet, its
business mix reorganization and the continued strength of lodging
fundamentals.  The ratings reflect Starwood's leading brands, high
quality assets, substantial product and geographic
diversification, and its solid position in the timeshare business.

Potential credit quality deterioration could come from capital
deployment decisions (a higher than expected level of share
repurchase or a heavily debt-financed acquisition) and contingent
commitments such as loans and equity contributions to partners,
third-party guarantees and potential timeshare commitments.
However, Fitch believes Starwood's investment grade profile with
its improved balance sheet and increased financial flexibility
mitigates these concerns and allows for some flexibility in credit
metrics.

In April 2006, the company completed the sale of 33 properties to
Host Hotels for $4.1 billion.  Following that transaction,
Starwood improved its business mix as it significantly increased
the amount of cash flow from its managed/franchise business.  The
greater mix of fee business results in a more capital efficient
company with stronger margins, higher returns on capital, less
cyclicality and increased financial flexibility.

Initial data points for the 2007 demand picture indicate the
robust lodging operating environment should continue.  Earlier
this month, initial outlooks for 2007 RevPAR growth were given by
Marriott (+7% to +8%) and Host (+6% to +8%).  Marriott also
indicated that it expects compound annual RevPAR growth of 4%-8%
from 2007-2009; this outlook allows for some continued slowdown
beyond 2007 but is still a very healthy revenue environment for
the industry over the next few years.  Given the additional
backdrop of tame supply growth of 1%-2% over the next two-three
years, the lodging industry remains poised to perform well in an
environment of low-single digit economic growth.

Due to the strong lodging operating environment and asset sales,
Starwood has continued to improve its credit profile and reduce
leverage since Fitch changed the Rating Outlook to Positive in
November 2005 following the announcement of the asset sale to
Host.  From the beginning of 2005 to second quarter 2006, Starwood
has sold 49 properties for $4.9 billion (roughly $2 billion of
which was in cash) and retained long-term management contracts on
most of the properties, thereby locking in a future cash flow
stream.

As a result, LTM leverage (lease-adjusted debt to EBITDAR) as of
June 30, 2006 has improved to 2.8 times (x) from 3.7x at the end
of 2005 and 4.6x at the end of 2004.  Debt has been reduced by
more than $1.3 billion to $2.82 billion as of June 30, 2006 from
$4.15 billion as of Dec. 30, 2005.  Much of the debt reduction in
2006 was a reduction of secured debt, and Starwood plans to raise
capital on an unsecured basis going forward.  As a result,
Starwood has significantly increased its unencumbered asset base.

Starwood used much of the proceeds from the Host transaction
earlier this year to repurchase shares.  Over the next couple of
years Fitch believes Starwood will continue to be shareholder
friendly with respect to share buybacks and Starwood could
consider potential strategic acquisitions.  The current investment
grade profile could be maintained despite these potential
leveraging transactions because Fitch believes that over the next
12 months-18 months Starwood will continue to selectively sell
owned hotel assets and in many cases retain long-term management
contracts.

It should be noted that as a result of the improved balance sheet,
reduction in secured debt robust operating environment and solid
cash flow generation ability, Starwood could be considered an
attractive leveraged buyout candidate in a very active current LBO
environment.  Accordingly, if a transaction were to materialize,
the absence a change of control put and covenants limiting
leverage in Starwood's bond indentures exposes bondholders to
price risk in the event of a leveraged transaction.  However, the
bonds do have covenants requiring that any security be shared
equally and ratably with the unsecured bonds, so that they are
protected against secured debt coming ahead of them in a leveraged
transaction.


STRUCTURED ASSET: S&P Cuts Rating on Class B3 Securities to CCC
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of mortgage-backed securities issued by Structured Asset
Securities Corp.  Mortgage Loan Trust's series 2004-S4, 2005-S4,
and 2005-S5.

In addition, three of the lowered ratings are placed on
CreditWatch negative and one is removed from CreditWatch negative.
Finally, the ratings on 75 other classes issued by Structured
Asset Securities are affirmed.

The lowered ratings and CreditWatch placements reflect pool
performance that has eroded credit support.  During the past six
months, monthly realized losses for these three transactions have
outpaced monthly excess interest.  During this period, monthly
losses have averaged approximately $1,594,926 for series 2004-S4,
$1,091,694 for series 2005-S4, and $1,590,662 for series 2005-S5,
while monthly excess spread has averaged approximately $733,894,
$687,066, and $1,434,908 respectively.  This performance has
caused overcollateralization to drop below its target for series
2004-S4 and 2005-S5.  Overcollateralization is 0.16% for series
2005-S5 and 0.20% for series 2005-S5, compared with targets of at
least 2.00% of the original pool balance for each series.

The rating on class B3 from series 2004-S4 is removed from
CreditWatch because it is being lowered to 'CCC'.  According to
Standard & Poor's surveillance practices, ratings lower than
'CCC+' on classes of certificates or notes from RMBS transactions
are not eligible to be on CreditWatch.

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

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

Cumulative losses in these transactions range from 0.00% (series
2006-S2) to 4.33% (2005-S7).  Ninety-plus-day delinquencies range
from 0.74% (series 2006-S2) to 2.06% (series 2005-S6).

The collateral pools backing these transactions consists of
conventional fixed-rate, second-lien, fully amortizing and
balloon, residential mortgage loans.

        Ratings Lowered and Placed on Creditwatch Negative

                  Structured Asset Securities Corp.
                         Mortgage Loan Trust

                                        Rating
                                        ------
              Series     Class     To               From
              ------     -----     --               ----
              2005-S4    B         BB/Watch Neg     BBB-
              2005-S5    B-3       B/Watch Neg      BB

                 Structured Asset Securities Corp.

                                        Rating
                                        ------
             Series     Class     To               From
             ------     -----     --               ----
             2004-S4    B2        BB/Watch Neg     BB

       Rating Lowered and Removed from Creditwatch Negative

                 Structured Asset Securities Corp.
                        Mortgage Loan Trust

                                        Rating
                                        ------
             Series     Class     To               From
             ------     -----     --               ----
             2004-S4    B3        CCC              B/Watch Neg

                          Rating Lowered

                 Structured Asset Securities Corp.
                        Mortgage Loan Trust

                                        Rating
                                        ------
             Series     Class     To               From
             ------     -----     --               ----
             2005-S5    B-4       CCC              BB-

                          Ratings Affirmed

                 Structured Asset Securities Corp.
                       Mortgage Loan Trust

              Series    Class                      Rating
              ------    -----                      ------
              2004-S4   A2                         AAA
              2004-S4   M1                         AA
              2004-S4   M2                         AA-
              2004-S4   M3                         A
              2004-S4   M4                         A-
              2004-S4   M5                         BBB+
              2004-S4   M6                         BBB
              2004-S4   M7                         BBB-
              2004-S4   B1                         BB+
              2005-S4   A                          A-
              2005-S5   A1, A2                     AAA
              2005-S5   M1                         AA+
              2005-S5   M2                         AA
              2005-S5   M3                         AA-
              2005-S5   M4                         A
              2005-S5   M5                         A-
              2005-S5   M6                         BBB+
              2005-S5   M7                         BBB
              2005-S5   M8                         BBB-
              2005-S5   B-1, B-2                   BB+
              2005-S6   A1, A2                     AAA
              2005-S6   M1                         AA+
              2005-S6   M2                         AA
              2005-S6   M3                         AA-
              2005-S6   M4                         A+
              2005-S6   M5                         A
              2005-S6   M6                         A-
              2005-S6   M7                         BBB+
              2005-S6   M8                         BBB
              2005-S6   M9                         BBB-
              2005-S6   B1, B2                     BB+
              2005-S6   B3                         BB
              2005-S7   A1, A2                     AAA
              2005-S7   M1                         AA+
              2005-S7   M2                         AA
              2005-S7   M3                         AA-
              2005-S7   M4                         A+
              2005-S7   M5                         A
              2005-S7   M6                         A-
              2005-S7   M7                         BBB+
              2005-S7   M8                         BBB
              2005-S7   M9                         BBB-
              2005-S7   B                          BB+
              2006-S1   A1                         AAA
              2006-S1   M1                         AA
              2006-S1   M2                         AA-
              2006-S1   M3                         A+
              2006-S1   M4                         A
              2006-S1   M5                         A-
              2006-S1   M6                         BBB+
              2006-S1   M7                         BBB
              2006-S1   M8                         BBB-
              2006-S1   B1                         BB+
              2006-S1   B2                         BB
              2006-S2   A1, A2, A-IO               AAA
              2006-S2   M1                         AA+
              2006-S2   M2                         AA
              2006-S2   M3                         AA-
              2006-S2   M4                         A+
              2006-S2   M5                         A
              2006-S2   M6                         A-
              2006-S2   M7                         BBB+
              2006-S2   M8                         BBB
              2006-S2   M9                         BBB-
              2006-S2   B1                         BBB-
              2006-S2   B2, B3                     BB+
              2006-S2   B4                         BB


TANK SPORTS: August 31 Balance Sheet Upside-Down by $383,559
------------------------------------------------------------
Tank Sports Inc. delivered its financial results for the second
quarter ended Aug. 31, 2006, to the Securities and Exchange
Commission.

The Company earned $215,258 on $3.1 million of net revenues for
the three months ended Aug. 31, 2006, compared to $145,661 of net
income on $1.5 million of net revenues for the same period in
2005.

As of Aug. 31, 2006, the Company's balance sheet showed total
assets of $4.6 million and total debts of $4.9 million, resulting
in a $383,559 stockholders' deficit.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?13f0

                        Going Concern Doubt

Kabani & Company, Inc. in Los Angeles, California, raised
substantial doubt about Tank Sports, Inc.'s ability to continue as
a going concern after auditing the Company's financial statements
for the year ended Feb. 28, 2006.  The auditor pointed to the
Company's net loss and accumulated deficit.

Headquartered in El Monte, California, Tank Sports, Inc., is
engaged in the sales and distribution of high quality recreational
and transportation motorcycles, all-terrain vehicles, dirt bikes,
scooters, and Go Karts.  The Company's motorcycles and ATVs
products are manufactured in China and Mexico.


TARGA RESOURCES: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its Ba3 corporate
family rating on Targa Resources, Inc.

The rating agency also revised or held its probability-of-default
ratings and assigned loss-given-default ratings on these loans and
bond debt obligations:


                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Gtd.
   Term Loan due 2012     Ba3       Ba3    LGD3        50%

   Sr. Sec. Gtd.
   Bank Credit Facility
   due 2007               Ba3       Ba3    LGD3        50%

   Sr. Sec.
   Revolving Credit
   Facility due 2011      Ba3       Ba3    LGD3        50%

   Sr. Sec. Gtd.
   Letter of Credit
   Facility due 2011      Ba3       Ba3    LGD3        50%

   8.5% Sr. Unsec.
   Global Bonds due 2013   B2        B2    LGD6        93%

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

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

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

Targa Resources, Inc. -- http://www.targaresources.com/-- is an
independent midstream energy company formed in 2003 by management
and Warburg Pincus, the global private equity firm and a leading
energy investor, to pursue gas gathering, processing and pipeline
asset acquisition opportunities.


TD AMERITRADE: Earns $483 Mil. in Fiscal Year Ended Sept. 29, 2006
------------------------------------------------------------------
TD Ameritrade Holding Corporation has released its financial
results for the fourth fiscal quarter and fiscal year ended
Sept. 29, 2006.

                    2006 Fiscal Year Highlights

   * Paid $6 per share special cash dividend

   * Record net income, excluding investment gains, of
     $483 million; GAAP net income of $527 million

   * Record non-GAAP net income of $567 million

   * Record pre-tax income, excluding investment gains, of
     $788 million, or 44 percent of net revenues; GAAP pre-tax
     income of $857 million, or 48 percent

   * Record operating margin of $952 million, or 53 percent

   * Record EBITDA, excluding investment gains, of $933 million,
     or 52 percent

   * Record net revenues of $1.8 billion

   * Return on average equity, excluding investment gains, of
     30 percent, an increase from 25 percent in 2005

   * Average client trades per day of approximately 217,000

   * 2,677,000 new accounts, which includes 2,252,000 accounts
     acquired from TD Waterhouse Group, Inc.; 425,000 new
     accounts at an average cost per account of $386; 203,000
     closed accounts

"In addition to generating record results and paying a $6
dividend, 2006 was also a year of strong cash generation for TD
Ameritrade," said Joe Moglia, the company's chief executive
officer.  "We paid down about a quarter of our debt and
repurchased 3.8 million shares of our common stock."

                   September Quarter Highlights

   * Net income of $128 million

   * Non-GAAP net income of $156 million

   * Pre-tax income of $202 million, or 41 percent of net revenues

   * Operating margin of $234 million, or 48 percent

   * EBITDA of $256 million, or 52 percent

   * Net revenues of $489 million

   * Average client trades per day of approximately 204,000

   * Client assets of approximately $261.7 billion, including
     $38.1 billion of client cash and money market funds

   * Liquid assets of $505 million; cash and cash equivalents of
     $364 million

   * 96,000 new accounts at an average cost per account of $361;
     44,000 closed accounts; 6,191,000 Total Accounts; 3,242,000
     Qualified Accounts

   * Average client margin balances of approximately $7.2 billion.
     On Sept. 29, 2006, client margin balances were approximately
     $7.0 billion.

"Everything we do in the next year will be based on successfully
completing the integration and positioning our franchise for long-
term success," Mr. Moglia continued.  "We will be relentless in
driving down costs, stimulating organic growth and becoming a more
sales-focused organization. Our vision is that TD AMERITRADE will
become the choice destination for retail investors."

Based in Omaha, Nebraska, TD Ameritrade Holding Corporation
-- http://www.ameritrade.com/-- through its subsidiaries,
provides online investment products and services.  Its services
include an active trader program and long-term investor solutions,
as well as relationships with networks of independent registered
investment advisors.

                          *     *     *

TD Ameritrade Holding Corp.'s bank loan debt carries Moody's Ba1
rating with a stable outlook and Fitch's BB rating with a positive
outlook.  The company's long-term local issuer credit carries
Standard & Poor's BB rating with a stable outlook and its long-
term issuer default rating carries Fitch's BB rating with a
positive outlook.


TECHNICAL OLYMPIC: Moody's Cuts Ba2 Rating on Senior Notes to Ba3
-----------------------------------------------------------------
Moody's Investors Service lowered the rating on the senior
unsecured notes of Technical Olympic USA, Inc. to Ba3 from Ba2 and
the LGD assessment and rate to LGD4, 53% from LGD3, 35% due to
changes in the priority of claim in the company's capital
structure.  TOA changed its $800 million revolving credit facility
to secured from unsecured.

The company's corporate family rating of Ba3 and the B2 rating on
its senior subordinated notes remain unchanged at the current
time, although all of the company's ratings remain on review for
downgrade.

The granting of security to the banks in the credit facility was
prompted by a material adverse change with respect to TOUSA Homes,
L.P., which is one of TOA's guarantor subsidiaries holding the
company's investment in the Transeastern joint venture.

The credit agreement was primarily amended to:

   -- provide collateral to secure obligations under the credit
      agreement;

   -- change the definition of material adverse change; and,

   -- alter the definition of borrowing base.

The changes to the credit agreement may increase the company's
borrowing capacity modestly and provide additional liquidity.
Moody's notes that the existing terms and pricing of the credit
agreement are anticipated to remain intact.

The company is currently assessing the possible impairment charges
related to the Transeastern JV.  A pre-tax charge of as much as
$141 million could be required if it were to be determined that
TOA's investments in and receivables from the JV were impaired.

Moody's notes that TOA's ratings were placed under review for
downgrade on September 27, 2006.

In its review, Moody's continues to focus on TOA's support, if
any, for:

   -- the joint venture beyond its current investment in and
      loans to the joint venture of approximately $141 million;

   -- the write down or write off potential at TOA as the joint
      venture considers various restructuring possibilities; and,

   -- the effects on TOA's consolidated homebuilding operations
      in Florida.

The review also focuses on TOA's ability to cut home production in
order to meet the reduced demand in the market place and avoid
inventory build up.

Headquartered in Hollywood, Florida, Technical Olympic USA, Inc.
builds and sells single family homes largely for the move-up
homebuyer.  It also operates captive mortgage origination and
title insurance service companies.  It is 67%- owned by Technical
Olympic S.A. Revenues and net income for 2005 were approximately
$2.5 billion and $218 million, respectively.


TENNESSEE RENTALS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Tennessee Rentals, LLC
        1809 Dabbs Avenue
        Nashville, TN 37210

Bankruptcy Case No.: 06-06192

Type of Business: The Debtor is a dealer in Volvo vehicles.
                  See http://researcharchives.com/t/s?13ff

Chapter 11 Petition Date: October 25, 2006

Court: Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Robert James Gonzales, Esq.
                  MGLAW PLLC
                  2525 West End Avenue, Suite 1475
                  Nashville, TN 37203
                  Tel: (615) 846-8000
                  Fax: (615) 846-9000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
American Express                            $16,912
P.O. Box 650448
Dallas, TX 75265-0448

Blue Cross Blue Shield                      $13,901
801 Pine Street
Chattanooga, TN 37402

United Rentals                              $13,775
76 Lafayette Street
Nashville, TN 37210

Loegering                                   $11,325
15514 37th Street Southeast
Casselton, ND 58012

Citi                                         $9,142
P.O. Box 6500
Sioux Falls, SD 57117

J.B. Weimar Inc.                             $8,728

Authorized Equipment Inc.                    $8,700

Rudd Equipment Co.                           $8,000

MBNA                                         $7,585

Heavyquip                                    $7,322

Bank of America                              $7,285

Terex Handlers                               $6,734

Chase                                        $6,476

National Directory Service                   $8,160

American Express                             $4,365

Truckpro                                     $4,113

Ingersol-Rand Equipment                      $3,794

Orion Software                               $3,770

O'Reilly Auto Parts                          $3,313

Volunteer Hose & Gasket                      $2,666


THERMAL NORTH: S&P Rates Proposed $370 Million Facilities at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Thermal North America Inc., a district heating
and cooling company.

In addition, Standard & Poor's also assigned its 'BB-' rating and
'3' recovery rating to TNA's proposed $305 million term loan B due
2008, $35 million revolving credit facility due 2008, and
$30 million synthetic LOC facility due 2008.

The '3' recovery rating indicates that lenders can expect
substantial recovery of principal (50% to 80%) in a default
scenario.  However, this recovery result does not factor in a $30
million sponsor equity commitment, which, if received, could
result in a higher recovery score.

All assigned ratings are preliminary and subject to receipt of
acceptable documentation.  The outlook is stable.

TNA will use the proceeds to retire its existing $225 million term
loan B facility due 2013, $35 million revolver due 2011 (which has
$15 million outstanding), and $30 million synthetic LOC facility
due 2013.

TNA will also acquire from an affiliate a portfolio of district
heating and cooling assets in Los Angeles and Las Vegas (Thermal
Western), and will use a portion of the proceeds to retire debt
related to that acquisition.  The short tenor of the new loan
reflects TNA's planned completion of large capital expenditures
and improvements in internal controls during the next two years,
which, if successfully completed, should better support long-term
cash flow forecasts.

"A business model with steady growth characteristics, certainty on
a large share of O&M costs, completion of major refurbishments of
production assets at Grays Ferry and Trenton, and improvement in
relations with the University of Pennsylvania support a stable
outlook," said Standard & Poor's credit analyst Terry Pratt.


TODD MCFARLANE: Neil Gaiman Lambasts Amended Disclosure Statement
-----------------------------------------------------------------
Neil Gaiman, a judgment claimant, filed an objection to Todd
McFarlane Productions Inc.'s Disclosure Statement explaining the
Debtor's First Amended Plan of Liquidation with the U.S.
Bankruptcy Court for the District of Arizona.

According to Mr. Gaiman, the Amended Plan and the revised
Disclosure Statement are a real improvement.  Significant
problems, however, persist and illustrate the continuing conflict
of interest identified by Mr. Gaiman with respect to the initial
Plan.

The Debtor has not implemented all of the changes he requested,
Mr. Gaiman said.

By insisting that the sale of all of its non-insurance assets
occur before the effective date of the Amended Plan,

   (a) the Debtor and Todd McFarlane retain control to hinder or
       block the "Special Committee Members" from taking steps
       that are necessary to determine exactly what intellectual
       property rights the Debtor holds and can sell, which is
       critical to determining the value of the sale assets;

   (b) the Debtor, under the control of Mr. McFarlane, chooses
       to assume the under-market licensing agreement with
       TMP  International, Inc., aka McFarlane Toys, which
       diminishes the value of the sale assets to anyone other
       than Mr. McFarlane, instead of leaving such decisions and
       evaluation of the effect of Section 365(n) of the
       Bankruptcy Code on that contract to a Liquidating Trustee
       selling those assets;

   (c) the transfer of Sale Assets is not exempt from taxation
       under Code Section 1146(c), causing potentially significant
       administrative tax claims that would be avoided if the sale
       was made by the Liquidating Trustee; and

   (d) the estate's avoidance actions, including against
       McFarlane Toys for its years of paying less than fair
       market value for rights the Debtor licensed to it, are
       extinguished while the creditors are told that those causes
       of action are preserved for pursuit post-effective date by
       the Liquidating Trustee.

                     Inadequate Description of
                 Board of Directors and Management

In its motion for approval of the current Disclosure Statement,
the Debtor asserts that Mr. Gaiman nominated the independent
special committee of its Board of Directors and Liquidating
Trustee.

Mr. Gaiman offered a "short list" of lawyers acceptable to serve
as independent decision makers on the liquidation of the Debtor's
assets, including Debtor-nominees Cary Forrester, Esq., and Ted
Burr, Esq.

Mr. Forrester and Mr. Burr are indeed acceptable to him, but Mr.
Gaiman said they needed to have real control of all decisions
relating to the sale, as well as decisions with respect to claims
objections and causes of action, which the Amended Plan nominally
grants.

The Disclosure Statement implies that Mr. Forrester and Mr. Burr
will be the Debtor's independent decision-makers with respect to
the sale.  It does not explain that under the Amended Plan, they
are just two members of a Board with Mr. McFarlane and his wife.
Mr. McFarlane can control the Board via a shareholder vote to
displace the Special Committee Members, including in the event of
any deadlock.  As a result, they do not have independent control
of the sale process, and all that is entailed in selling the
Debtor's business assets.

The Disclosure Statement fails to explain that the Special
Committee Members do not have authority to determine the extent or
characteristics of the intellectual property which is the primary
component of the valuable sale assets, which is integral to
achieving an arm's length offer reflecting their true value.

As the Court knows, no motions or complaints to determine
ownership have been filed by the Debtor as controlled by Mr.
McFarlane.  To the best of Mr. Gaiman's knowledge, no transfers of
record copyright interests from Mr. McFarlane to the Debtor have
been processed, despite Mr. McFarlane's fiduciary obligations to
the estate.

The Disclosure Statement explains the Debtor's contentions about
ownership of the copyrights, including the contentions that Mr.
McFarlane owns the principal copyright in Spawn individually and a
defunct Oregon corporation owns other copyrights.

The Special Committee Members cannot challenge those contentions,
take any action to document actual copyright ownership, or
undertake any discovery about the Debtor's ownership or rights to
use and license the copyrighted characters if Mr. McFarlane
declines to provide them with information.

The Sale Assets would be more valuable to a third-party buyer if
the intellectual property rights were clearly defined, and that
the buyer knew that it could license Spawn and the other
characters for future movies, videos, and comic books with new
story lines, as the Debtor has done.

Likewise, the Sale Assets would be more valuable to a third-party
buyer if the Debtor was able to reject and discontinue its
severely under-market license agreement with McFarlane Toys.

An independent trustee could evaluate that insider arrangement and
the effect of any rejection of it without the conflicts of the
Debtor doing so.

The Disclosure Statement does not explain the Debtor's conflict of
interest in declining to give that option to the Special Committee
Members or Liquidating Trustee, and instead providing in the
Amended Plan for assumption of the license arrangements with
McFarlane Toys.

It is unclear whether there is an ongoing executory contract with
Image Comics either - no such contract is described.  If it is,
the decision on whether to reject it in the interest of maximizing
sale proceeds should be up to Mr. Forrester and Mr. Burr.

The Debtor has been operated since its inception pursuant to
written and unwritten arrangements with Mr. McFarlane and Debtor
affiliates.

Assumption of those agreements, and the impact on the Debtor's
value of doing so, should be made by the Liquidating Trustee
trying to maximize the sale proceeds for the creditors, not by the
Debtor under the control of Mr. McFarlane.

Finally, Mr. Gaiman understands that at least Mr. Forrester, and
perhaps Mr. Burr as well, may be unable to serve as Board members
of TMP without risking loss of malpractice insurance coverage, or
increased malpractice premiums.

The Disclosure Statement should explain whether and to what extent
its proposed Special Committee Members may be unwilling to serve
in that capacity, in lieu of being a true liquidating trustee and
financial advisor to the trustee, where insurance coverage would
not be an issue.

            Misrepresentations About Avoidance Actions

According to Mr. Gaiman, this bankruptcy case has lasted almost
two years.  The deadline for avoidance actions to be filed is
Dec. 17, 2006, unless a trustee is appointed to extend the
deadline.

The Disclosure Statement says avoidance actions are transferred to
the Liquidating Trust for the Liquidating Trustee to pursue.  It
does not explain that the causes of action will be extinguished as
a matter of law before the Plan is voted upon, under the Debtor's
proposed schedule for Plan voting and confirmation in its motion
for an order approving the Disclosure Statement.

The Disclosure Statement does not explain that the Plan provision
for a Liquidating Trustee does not reference appointment under
Section 1104 of the Bankruptcy Code, to meet the requirements for
a one-year extension under Section 546(a)(1)(B), even if the
Plan provided for a Liquidating Trustee instead of a Special
Committee Member to have any role in the case initially.

McFarlane Toys pays royalties to the Debtor for its licensed use
of intellectual property at a rate that is less than half of the
rate the Debtor charges for arm's length licenses.

Other payments to insiders and affiliates may be similarly skewed.
The Disclosure Statement should explain straightforwardly the
basis for an avoidance action in such circumstances.

               Description of Secured Debt Repayment

The Disclosure Statement says that Bank of America, N.A., holds an
assigned secured claim with an outstanding principal balance of
$500,000 and $200,000.  The Disclosure Statement says that the
Debtor will pay $200,000 in full and complete satisfaction of
BofA's Claim.

If the secured claim amount is in fact $500,000, as reflected in
the Debtor's Monthly Operating Reports, Mr. Gaiman finds it quite
unlikely that Bank of America would simply acquiesce in a write-
off of $300,000.

More likely, Bank of America is receiving the balance of its
payment from Mr. McFarlane or his assets collateralizing the loan.
The Disclosure Statement should accurately describe all the facts,
and not lead the parties into potential litigation over whether
the Bank is in fact an accepting impaired class of creditors.

                         Claims Objections

The Disclosure Statement should explain that the Amended Plan
purports to deprive creditors of the their statutory right to
object to claims under Section 502(a) of the Bankruptcy Code.  The
Amended Plan provides that only the Debtor and the Liquidating
Trustee can object to claims.

                   Inequality of Claim Treatment

The Disclosure Statement explains that creditors voting for the
Amended Plan will share in distribution that would otherwise be
payable to Debtor Affiliates and on Mr. McFarlane's Indemnity
Claim, but only if their claims have been allowed as of the
distribution date.

Mr. Gaiman said the Disclosure Statement should explain that
disparate treatment of creditors in a single class whose claims
are allowed initially, and those later allowed, does not meet the
requirements of Section 1123(a)(4) of the Bankruptcy Code.

                    Liquidating Trust Agreement

According to Mr. Gaiman, the Disclosure Statement should include a
proposed Liquidating Trust Agreement, and explain whether it is
acceptable to the designated Liquidating Trustee.

Mr. Gaiman understands that Mr. Forrester has several concerns
with the Amended Plan provisions, and expects they will be
resolved.  The Disclosure Statement should address his concerns.

                       Misleading Statement
                About Exemption from Transfer Taxes

The Disclosure Statement says that transfers by the Liquidating
Trust will be exempt from transfer taxation under Section 1146(c)
of the Bankruptcy Code.  It does not explain in that section that
the Liquidating Trust will not be selling any assets; the Debtor
through its Special Committee will have transferred the Sale
Assets before the Liquidating Trust commences.

Under the Amended Plan, the significant asset transfers are
subject to taxation, and the Disclosure Statement does not advise
about the resulting administrative expense.

                       Liquidation Analysis

Mr. Gaiman said the Disclosure Statement liquidation analysis
should take into account the estate's likely ability to collect on
an avoidance action against McFarlane Toys for the difference
between fair value of license royalties that should have been
paid, as illustrated by the royalty rates charged to arm's length
licensees and the rates charged to McFarlane Toys, for the full
period arguably covered by the relevant limitations period.

It should also explain that this claim, and other potential
avoidance recoveries, will be lost if the Amended Plan proceeds,
but not if the case is converted or a Chapter 11 trustee is
appointed.

                       Asset Sale Term Sheet

Mr. Gaiman concluded that the Amended Plan should include the Term
Sheet for the initial offer to purchase the Sale Assets.  The Term
Sheet attached to the initial Disclosure Statement was
inconsistent with the Plan, especially with respect to its
definition of Excluded Assets that did not exclude avoidance
actions.  The creditors need to see the current version of the
Term Sheet.

Kenneth F. Levin, Esq., at Kenneth F. Levin & Associates,
Chartered, and Susan M. Freeman, Esq., at Lewis and Roca LLP
represent Mr. Gaiman.

The Honorable Charles G. Case, II, will convene a hearing at
11:00 a.m. on Nov. 9, 2006, to consider Mr. Gaiman's objection.

Headquartered in Tempe, Arizona, Todd McFarlane Productions, Inc.
-- http://www.spawn.com/-- publishes comic books including Spawn,
Hellspawn, and Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).
Josefina F. McEvoy, Esq., and Kelly Singer, Esq., at Squire
Sanders & Dempsey, LLP, represent the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's case.  When the Company filed for
protection from its creditors, it listed more than $10 million in
assets and more than $50 million in debts.


TRANSCAPITAL FINANCIAL: SunTrust Wants Cases Converted to Ch. 7
---------------------------------------------------------------
SunTrust Bank asks the Honorable A. Jay Cristol of the U.S.
Bankruptcy Court for the Southern District of Florida in Miami to
convert TransCapital Financial Corporation and America Capital
Corp.'s chapter 11 cases to chapter 7 liquidation proceedings, or
in the alternative, appoint a Chapter 11 Trustee.

SunTrust is the Indenture Trustee for holders of $80 million, 8.4%
subordinated notes and holder of a judgment lien in excess of
$230 million against America Capital Corp., which owns 65.19% of
TransCapital's interest.

SunTrust complained that despite being defunct entities for over
14 years and existing only to pursue a litigation claim against
the U.S. government, the Debtors propose to utilize the
anticipated litigation recovery to reorganize by means of a
Chapter 11 Plan.

According to SunTrust, TransCapital and America Capital have moved
quickly to force insider-driven plans through confirmation
regardless of whether the plans are fair to creditors.

The Debtors filed the Plans without any attempt to negotiate terms
with the Noteholders and without providing them an opportunity to
review the Plans despite their repeated requests, Suntrust said.

SunTrust objects to TransCapital' Plan because:

   -- of the grossly excessive insider compensation agreements
      that the TransCapital Plan assumes;

   -- it fails to provide a meaningful mechanism for independent
      review of the estimated $36 million claims that have accrued
      against the TransCapital estate after it ceased business
      activity in 1992; and

   -- of other terms that are facially unfair to the Noteholders.

The Plans also seek to retain current management and give the
Debtors exclusive control of the claims and distribution process.

SunTrust also complained that TransCapital's Plan proposes to
exchange the matured notes with new ones.

A full-text copy of SunTrust's motion is available for a fee at
http://www.researcharchives.com/bin/download?id=061025041826

John B. Hutton, Esq., and Daniel L. Gold, Esq., at Greenberg
Traurig, P.A., represent SunTrust Bank.

                   About TransCapital Financial

Based in Miami, Florida, TransCapital Financial Corporation is a
holding and management company that conducted substantially all of
its operations through its wholly-owned subsidiary, Transohio
Savings Bank, FSB.  Transohio Savings' key activities as a savings
and loans institution were banking and lending and its primary
lending activity was the originating and purchasing of loans
secured by mortgages on residential properties.  Transohio Savings
also endeavored to generate residential loan originations through
branch personnel and real estate brokers.  Mobile home and home
improvement loans were generated through dealers and contractors
and additionally, Transohio Savings made construction loans
generated by contractors that usually extended to not more than
one year in length.  America Capital Corporation owns 65.19% of
TransCapital's interest.

TransCapital Financial Corporation filed for chapter 11 protection
on June 19, 2006 (Bankr. S.D. Fla. Case No, 06-12644).  Paul J.
Battista, Esq., at Genovese Joblove & Battista, P.A., represents
the Debtor.  When the Debtor filed for protection from its
creditors, it listed total assets of $109,309,000 and total debts
of $36,094,038.

America Capital Corporation also filed for chapter 11 protection
on June 19, 2006 (Bankr. S.D. Fla. Case No.  06-12645).  Mindy A.
Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtor.


UBS INVESTMENT: S&P Lowers Ratings & Puts Negative Watch on Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes from various U.S. synthetic CDO transactions and removed
them from CreditWatch with negative implications.

Additionally, the ratings on three tranches are lowered and remain
on CreditWatch negative.  At the same time, the ratings on three
tranches are raised and removed from CreditWatch positive, and the
ratings on five tranches are affirmed and removed from CreditWatch
with negative implications.

The ratings on all of the classes listed in this release were
placed on CreditWatch negative or CreditWatch positive and were
reviewed to determine the appropriate rating action.  In cases
where a class' SROC (synthetic rated overcollateralization) ratio
was lower than 100% at the current date and at a 90-day forward
projected date, we lowered the rating on the tranche.  All of the
tranches with raised ratings had SROCs that were above 100% at
their new rating levels.  The affirmed ratings had SROCs that were
above 100% at their current rating levels.

S&P removed the CreditWatch Negative on:

                           UBS Investment AG
                        Series STERN 2006-3-17

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              Notes                 BB               BB+/Watch Neg


S&P's other actions:

                             Ratings List

                     Alison Synthetic Public Ltd. Co.

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              C                     AA-             A+/Watch Pos

                             Archstone I PLC

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              2005-C1               A-              A-/Watch Neg
              2005-C2               A-              A-/Watch Neg

                              Cloverie PLC
                            Series 2006-008

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              Notes                 A+/Watch Neg    AA-/Watch Neg

                        Credit Linked Notes Ltd. 2006-1

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              Notes                 AA+             AAA/Watch Neg

                            Greystone CDO SPC
                              Series 2006-2

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              A                     AA-/Watch Neg   AA/Watch Neg

                               Herald Ltd.
              Series 21 (Oak Canyon Funding Tranche B)

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              Oak Canyon            AAA             AA+/Watch Pos

                         Iridal Public Ltd. Co.
                                Series 2

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              Tranche B             AAA             AA+/Watch Pos

                       Jefferson Valley CDO SPC
                             Series 2006-1

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              A                     AA-             AA/Watch Neg
              B-1                   A-              A+/Watch Neg
              B-2                   A-              A+/Watch Neg

                    Lorally CDO Ltd. Series 2006-1

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              Tranche B             A               AA-/Watch Neg

                      Morgan Stanley ACES SPC
                           Series 2005-15

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              III A                 A               A/Watch Neg
              III B                 A               A/Watch Neg

                      Morgan Stanley ACES SPC
                          Series 2005-16

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              Ser2005-16            A-              A-/Watch Neg

                      Morgan Stanley ACES SPC
                          Series 2006-6

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              Dfrble sec            BBB+            A-/Watch Neg

                      Morgan Stanley ACES SPC
                          Series 2006-12

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              I                     A+              AA-/Watch Neg

                      Rutland Rated Investments
                         Series LYNDEN06-1

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              A1-L                  AAA             AAA/Watch Neg

                      STEERS Credit Linked Trust
                      Minoa Tranche Series 2006-1

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              Trust cert            A+              AA+/Watch Neg

                           Strata Trust
                           Series 2006-3

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              Notes                 A/Watch Neg     AA-/Watch Neg

                    Toronto-Dominion Bank (The)
          CDN$263,860,000 Portfolio Credit Linked Notes

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              PtflCdtLk             BBB             BBB/Watch Neg

                           Tribune Ltd.
                             Series 26

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              Aspen-B2              A-              A/Watch Neg

                            Tribune Ltd.
                             Series 28

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              Aspen061A3            AA              AA+/Watch Neg

                           Tribune Ltd.
                            Series 38

                                          Rating
                                          ------
              Class                 To              From
              -----                 --              ----
              Tranche               AA+             AAA/Watch Neg


UNITED SUBCONTRACTORS: S&P Holds B Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Edina, Minnesota-based United Subcontractors
Inc., following the company's decision not to complete its
recently proposed debt refinancing.

At the same time, S&P affirmed our 'B' bank loan rating and raised
our recovery rating on USI's existing $335 million first-lien
credit facilities to '3' from '4'.  S&P also affirmed our 'CCC+'
bank loan rating and '5' recovery rating on the company's existing
$65 million second-lien term loan.  The outlook is stable.

"Despite USI's decision not to proceed with its proposed
$125 million debt-financed dividend, we believe the attempt to
undertake this transaction represents a meaningfully more
aggressive financial policy," said Standard & Poor's credit
analyst Lisa Wright.  "Not only would the transaction have added
$135 million of second-lien debt and about $20 million of
additional annual interest costs, but the timing of a large
dividend was very aggressive given the downturn in the housing
cycle."

USI is an installer of insulation and other products for
homebuilders, the second-largest insulation installer in the U.S.
The ratings are supported by relatively favorable long-term
prospects for insulation demand and installation services.

"However," Ms. Wright said, "we believe the current decline in new
residential construction will challenge USI's earnings over the
next two years.  In addition, we expect USI to remain acquisitive
in order to continue expanding its service offerings and
geographic coverage, and it could also pay additional dividends.

"Although we are not likely to do so in the near term, we could
revise the outlook to positive if growth meaningfully increases
the company's sales base and broadens geographic diversity and at
that time we expect the company to maintain a less aggressive
financial policy.  We could revise the outlook to negative if we
believe the slowdown in residential construction will be as severe
as past downturns (which have typically had about a 50% decline in
housing starts) and we expect that USI's earnings will be
meaningfully affected."


USG CORP: Asks Court to Disallow Six Asbestos-Related Claims
------------------------------------------------------------
USG Corp. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the District of Delaware to disallow the claims:

Claimant                           Claim No.    Claim Amount
--------                           ---------    ------------
Karsant Family Ltd. Partnership      5967         $2,000,000
Lewis, Marilyn and Raymond           6943             50,000
First Baptist Church                 6034                  0
Hughes, Robert                       7157                  0
Neal, Patsy                          4123                  0
Ray, Barbara                         6711                  0

The Debtors object to six claims that are seeking recovery for
asbestos-related property damages.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, notes that a claimant asserting asbestos
property damage claim against the Debtors, is required to show
that:

   (i) asbestos-containing materials are present in the
       claimant's building; and

  (ii) the Debtors manufactured or sold the asbestos-containing
       material identified by the claimant.

None of the six claimants, however, have submitted substantial
evidence to meet the requisites, DeFranceschi relates.  He adds,
some of the claims were filed after the January 15, 2003 bar date
for filing proofs of claim.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well
as products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  The
Debtors emerged from bankruptcy protection on June 20, 2006.
(USG Bankruptcy News, Issue No. 124; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


USG CORP: Earns $1.5 Billion in Third Fiscal Quarter 2006
---------------------------------------------------------
USG Corporation disclosed its third quarter 2006 net sales of
$1.5 billion, a record for any third quarter in USG's history, and
net earnings of $153 million.  Net sales and net earnings for the
same period a year ago were $1.3 billion and $158 million,
respectively.

Third quarter 2006 net earnings of $153 million reflect the impact
of a pre-tax charge and the reversal of an asbestos reserve, while
third quarter 2005 net earnings benefited from the resolution of
certain federal tax contingencies.  Specifically, third quarter
2006 net earnings were reduced by a pretax charge of $8 million
for post-petition interest and fees related to pre-petition
obligations.  Results in the third quarter increased by $17
million pretax due to the reversal of a reserve for asbestos-
related claims.  The reversal is based on the corporation's
recently updated evaluation of its asbestos property damage claims
and related settlements.  Third quarter 2005 net income was
increased by $25 million related to the favorable resolution of
certain federal tax contingencies in that period.

"Our businesses performed well in a market environment that has
been impacted by a steep drop in new housing starts," said USG
Corporation Chairman and CEO William C. Foote.  "Demand for our
SHEETROCK(R) brand gypsum wallboard products moderated during the
quarter, compared to the record-setting shipment levels over the
last few quarters.  This moderation in demand also caused
wallboard market prices to start declining.  Despite the rapidly
changing market conditions, all three of our core businesses
achieved higher net sales compared to last year's third quarter,
and consolidated operating profit was the highest ever recorded
for a third quarter.

Diluted earnings per share for the third quarter of 2006 were
$1.71 based on 89.9 million average diluted shares outstanding.
The previously mentioned reversal of a reserve for asbestos-
related claims amounted to an $0.11 per diluted share benefit for
the third quarter.  Third quarter results also included a charge
of $0.06 per diluted share for post-petition interest and fees
related to pre-petition obligations.  Diluted earnings per share
for the third quarter of 2005 were $2.77 based on 56.9 million
average diluted shares outstanding.  Average diluted common shares
outstanding are calculated in accordance with Financial Accounting
Standard No. 128, "Earnings Per Share" and reflect the effect of
the rights offering that concluded on July 27, 2006.

"The pullback in new housing that has taken place since mid-year
has been relatively sharp," Mr. Foote remarked.  "Signals
regarding the future direction of the housing market are mixed.
The rise in housing starts for the month of September and the
recent, modest declines in both mortgage rates and inventories of
unsold new homes are encouraging signs, yet home builder
confidence has been near 15-year lows.  We have already begun
adapting to the new market conditions by adjusting our operations
to shift production to our most efficient facilities and
curtailing higher-cost operations.  Looking forward, we are
confident about our ability to navigate these new business
conditions and we remain enthusiastic about opportunities to grow
our businesses and build upon our leadership positions."

Net sales for the first nine months of 2006 were a record
$4.5 billion versus net sales of $3.8 billion for the same period
in 2005.  Net earnings for the first nine months of 2006 were $188
million compared with $345 million for that period last year.
Nine months 2006 net earnings included a previously mentioned
pretax charge of $528 million for post-petition interest and fees
related to pre-petition obligations.  Through the first nine
months of 2006, a total of $44 million of the reserve for
asbestos-related claims was reversed.  The after-tax income from
this amount was $27 million for the nine- month period.

                   Consolidated Information

Third quarter 2006 selling and administrative expenses totaled
$103 million, an increase of $15 million versus the third quarter
of 2005.  The increase primarily reflects increased levels of
compensation and benefits and expenses in connection with growth
initiatives.  Selling and administrative expenses totaled
$305 million for the first nine months of 2006, compared with $264
million for the same period a year ago.  Selling and
administrative expenses were 7 percent and 6.8 percent of net
sales in the third quarter and first nine months of 2006,
respectively.  This compares with 6.5 percent and 6.9 percent
of net sales in the third quarter and first nine months of 2005,
respectively.

USG reported Chapter 11 reorganization expenses of $2 million
in the third quarter of 2006 and 2005.  For the third quarter of
2006, this consisted of $2 million of legal and financial advisory
fees.  In the same period a year ago, USG incurred
$11 million in legal and financial advisory fees, partially offset
by $9 million in bankruptcy-related interest income. Under AICPA
Statement of Position 90-7, "Financial Reporting by Entities in
Reorganization under the Bankruptcy Code," interest income on
USG's bankruptcy-related cash was offset against Chapter 11
reorganization expenses.

Interest expense for the third quarter and first nine months
of 2006 was $16 million and $539 million, respectively.  These
amounts included charges for post-petition interest and fees
related to pre-petition obligations as previously discussed.  For
the third quarter of 2006, these post-petition interest and fees
were $8 million.  For the first nine months of 2006, these post-
petition interest and fees totaled $528 million.  Interest
expense, other than that related to post- petition interest and
fees, was $1 million and $4 million in the third quarter and first
nine months of 2005, respectively.

As of September 30, 2006, USG had $1.46 billion of cash, cash
equivalents and restricted cash on a consolidated basis. This
compares with cash, cash equivalents, restricted cash and
marketable securities of $663 million as of June 30, 2006, and
$1.58 billion as of December 31, 2005.  This increase in cash
during the quarter primarily reflects $1.7 billion in net proceeds
from the rights offering, a portion of which, along
with cash from operations, was used to make payments of principal
and interest to unsecured creditors in connection with the
implementation of the corporation's Plan of Reorganization.
Capital expenditures for the third quarter and first nine months
of 2006 were $87 million and $237 million, respectively.
Expenditures for the same periods last year were $49 million
and $125 million, respectively.


VALEANT PHARMA: Says Filing of 3rd Quarter Results Will be Delayed
------------------------------------------------------------------
Valeant Pharmaceuticals International disclosed in a regulatory
filing with the Securities and Exchange Commission that the
company will be unable to file quarterly report on form 10-Q for
the quarter ended Sept. 30, 2006, as well as complete the
restatement of previously issued financial statements until the
special committee of independent directors of the company's board
of directors has completed its review of the company's option
grant practices and audit of restated periods.

Bary G. Bailey, Valeant Pharmaceuticals' executive vice president
and chief financial officer, said that the company's failure to
remain current in its periodic reporting obligations could have
material adverse consequences which could include compliance
issues under the information reporting requirements of the
company's outstanding convertible and high-yield notes, which if
not timely cured could result in the acceleration of the
outstanding amounts due under those notes.

                           SEC Inquiry

The company previously received a request from the SEC for data on
its stock option granting practices since Jan. 1, 2000, as part of
an informal inquiry.

Accordingly, the company initiated a review of its option grants,
which covers option grants by the company since its initial public
offering in 1982.

The review is being conducted under the direction of the Special
Committee with the assistance of outside legal counsel.

          Stock Option Grant Review Preliminary Results

On Oct. 20, 2006, after receiving from the Special Committee a
report on certain preliminary results of its review, the Board of
Directors concluded that as a result of errors in the company's
accounting for stock options, financial statements for certain
prior periods will need to be restated.

The Special Committee reported that it has determined, with
respect to broad-based grants in 1997 and subsequent years, the
company should have used different measurement dates for the
purpose of computing compensation expense for those stock option
grants in accordance with Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees."

According to the company, thile the Special Committee has not yet
reached a definitive conclusion as to the causes of these errors,
new accounting measurement dates are being applied to the affected
option grants, and the company expects to recognize material
additional non-cash, stock-based compensation expense for the
affected periods.

Because the Special Committee has not completed its review, the
company has not yet determined the magnitude of the restatement,
but based upon the review, the Board of Directors, upon
recommendation of the Finance and Audit Committee, determined that
the company's annual and interim financial statements, earnings
press releases and similar communications previously issued by the
company for and after 1997 should no longer be relied upon.

The Company notes that the majority of errors in accounting for
options identified to date by the Special Committee pertains to
options granted prior to the change in the company's Board of
Directors and management in June 2002.

Additional errors were found in accounting for certain options
granted to employees since the board and management change, but
none of the errors related to options granted to the current chief
executive officer or chief financial officer, the company
explained.

Headquartered in Costa Mesa, California, Valeant Pharmaceuticals
International (NYSE:VRX) -- http://www.valeant.com/is a research-
based specialty pharmaceutical company that discovers, develops,
manufactures and markets products primarily in the areas of
neurology, infectious disease and dermatology.

                          *     *     *

Valeant Pharmaceuticals International's senior unsecured debt and
corporate family ratings carry Moody's Ba3 and Ba1 ratings
respectively, while its long-term foreign and local issuer credits
carry Standard & Poor's BB- ratings.


VALEANT PHARMA: Financial Filing Delay Cues S&P's Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Costa
Mesa, California-based Valeant Pharmaceuticals International,
including Valeant's 'BB-' corporate credit rating, on CreditWatch
with negative implications.

"The rating actions follow the specialty pharmaceutical company's
announcement that it does not expect to file its Form 10-Q for
third-quarter 2006 by the filing date," said Standard & Poor's
credit analyst Arthur Wong.  "The delay is attributed to the
company's need to restate its financials, possibly as far back as
1997, due to errors in accounting for stock option grants."

A Valeant board of directors-appointed special committee is still
conducting its review, and the magnitude of the restatements has
not yet been determined.  Valeant was already subject to an
informal SEC probe regarding the issue.  The failure to file its
Form 10-Q on time would constitute a default of reporting
requirements under its convertible and high-yield note agreements
that if not cured in 60 days could result in an acceleration of
the amounts outstanding under those notes.

"Standard & Poor's will monitor the cost and ability of Valeant to
cope with this situation before resolving the CreditWatch
listing," Mr. Wong said.


VITAMIN SHOPPE: 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. and Canadian retail sector, the rating
agency confirmed its B3 Corporate Family Rating for Vitamin Shoppe
Industries, Inc., and its B3 rating on the company's
$165 million issue of second lien senior secured notes due 2012.
Additionally, Moody's assigned an LGD4 rating to those bonds,
suggesting noteholders will experience a 52% 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%).

Vitamin Shoppe Industries, Inc., headquartered in North Bergen,
New Jersey, retails vitamins, minerals, and nutritional
supplements through direct marketing activities and 293 retail
locations.  The company generated revenue of $467 million for the
twelve months ending July 1, 2006.


VULCAN ENERGY: Moody's Assigns Loss-Given-Default Ratings
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its Ba1 corporate
family rating on Vulcan Energy Corporation.

The rating agency also held its probability-of-default ratings and
assigned loss-given-default ratings on these loans and bond debt
obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Gtd.
   Term Loan B
   due 2011               Ba2       Ba2    LGD6       95%

   Sr. Sec. Gtd.
   Revolving Credit
   Facility due 2009      Ba2       Ba2    LGD6       95%

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

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

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

Vulcan Energy, fka Plains Resources, is an independent midstream
energy company whose primary asset is its 17% interest in Plains
All American Pipeline.  It also owns 54% of that company's general
partner.


WELLS FARGO: Fitch Rates $1.6 Million Class I-B-4 Certs. at BB
--------------------------------------------------------------
Fitch rates Wells Fargo Mortgage Securities Corp.'s mortgage pass-
through certificates, series 2006-AR18, as:

Groups 1

    -- $773,785,100 classes I-A-1, I-A-2, I-A-IO, and I-A-R,
       'AAA';

    -- $15,212,000 class I-B-1 and I-B-1-IO, 'AA';

    -- $4,803,000 class I-B-2 and I-B-2-IO 'A';

    -- $2,802,000 class I-B-3, 'BBB';

    -- $1,602,000 class I-B-4, 'BB'; and

    -- $800,000 class I-B-5, 'B'.

Group 2

    -- $385,718,000 classes II-A-1, II-A-2, and II-A-IO, 'AAA';
    -- $8,821,000 class II-B-1 and II-B-1-IO, 'AA';
    -- $2,406,000 class II-B-2 and II-B-2-IO, 'A';
    -- $1,603,000 class II-B-3, 'BBB';
    -- $802,000 class II-B-4, 'BB'; and
    -- $802,000 class II-B-5, 'B'.

The 'AAA' rating on the Group 1 senior certificates reflects the
3.35% subordination provided by 1.90% class I-B-1 certificates,
0.60% class I-B-2 certificates, 0.35% class I-B-3 certificates,
0.20% privately offered class I-B-4 certificates, 0.10% privately
offered class I-B-5 certificates, and 0.20% privately offered
class I-B-6 certificates.  The class I-B-6 certificates are not
rated by Fitch.

The 'AAA' rating on the Group 2 senior certificates reflects the
3.80% subordination provided by 2.20% class II-B-1 certificates,
0.60% class II-B-2 certificates, 0.40% class II-B-3 certificates,
0.20% privately offered class II-B-4 certificates, 0.20% privately
offered class II-B-5 certificates, and 0.20% privately offered
class II-B-6 certificates.  The class II-B-6 certificates are not
rated by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures and the servicing capabilities of
Wells Fargo Bank, N.A. (WFB; rated 'RPS1' by Fitch).

The transaction is secured by two pools of mortgage loans, which
consist of fully amortizing, one- to four-family, adjustable-rate
mortgage loans that provide for a fixed interest rate during an
initial period of approximately seven and ten years.  Thereafter,
the interest rate will adjust on an annual basis to the sum of the
weekly average yield on US Treasury Securities adjusted to a
constant.  Approximately 85.06% of the mortgage loans in group 1
and approximately 90.97% of the mortgage loans in the second loan
group are interest only loans, which require only payments of
interest until the month following the first adjustment date.

The mortgage loans in Group 1 have an aggregate principal balance
of approximately $800,606,049 as of the cut-off date (Oct. 1,
2006), an average balance of $708,501, a weighted average
remaining term to maturity (WAM) of 359 months, a weighted average
original loan-to-value ratio (OLTV) of 70.91%, and a weighted
average coupon (WAC) of 6.484%. Rate/Term and equity take out
refinances account for 12.96% and 12.66% of the loans,
respectively.  The weighted average original FICO credit score of
the loans is 748.  Owner occupied properties and second homes
comprise 92.83% and 7.17% of the loans.  The states that represent
the largest geographic concentrations are California (35.01%), New
York (9.21%), New Jersey (6.21%), Florida (5.92%), and Maryland
(5.26%). All other states represent less than 5% of the aggregate
pool balance as of the cut-off date.

The mortgage loans in Group 2 have an aggregate principal balance
of approximately $400,954,631 as of the cut-off date (October 1,
2006), an average balance of $638,463, a weighted average
remaining term to maturity of 359 months, a weighted average
original loan-to-value ratio of 72.91%, and a weighted average
coupon of 6.509%.  Rate/Term and equity take out refinances
account for 11.74% and 16.86% of the loans, respectively.  The
weighted average original FICO credit score of the loans is 743.
Owner occupied properties and second homes comprise 93.90% and
6.10% of the loans. The states that represent the largest
geographic concentrations are California (44.24%), and Florida
(5.21%).  All other states represent less than 5% of the aggregate
pool balance as of the cut-off date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

All of the mortgage loans were generally originated in conformity
with underwriting standards of Wells Fargo Home Mortgage, Inc.
WFHM sold the loans to Wells Fargo Asset Securities Corporation, a
special purpose corporation, who deposited the loans into the
trust.  The trust issued the certificates in exchange for the
mortgage loans.  WFB, an affiliate of WFHM, will act as servicer,
master servicer, paying agent, and custodian, and HSBC Bank USA,
N.A. will act as trustee.  For federal income tax purposes,
elections will be made to treat the trust as two real estate
mortgage investment conduits.


WERNER LADDER: Committee Taps Saul Ewing as Conflicts Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Werner Holding Co. (DE), Inc., aka Werner
Ladder Company, and its debtor-affiliates, seeks permission from
the U.S. Bankruptcy Court for the District of Delaware to retain
Saul Ewing, LLP, as its conflicts counsel, nunc pro tunc to
Aug. 28, 2006.

Jason D. Schauer of Levine Leichtman Capital Partners, co-chair
of the Committee, relates that the Committee's counsel, Greenberg
Traurig, LLP, has determined that it currently represents certain
creditors or other parties-in-interest in other matters wholly
unrelated to the Debtors' chapter 11 cases.  The firm's
representation of these creditors or parties-in-interest were
previously disclosed to the Court.  Greenberg advised the
Committee that the panel needs to retain a special "conflicts"
counsel to represent the Committee's interests vis-a-vis those
entities in the Debtors' chapter 11 cases or otherwise
investigate and commence any appropriate causes of action against
those entities.

In particular, Mr. Schauer tells the Court, Greenberg represents
WXP, Inc., in matters unrelated to the Debtors' bankruptcy cases.
Thus, the Committee wants Saul Ewing to advise and represent the
Committee with respect to matters involving WXP as well as any
other matters related to the cases with which Greenberg has a
conflict or otherwise cannot represent the Committee's interests.

To the extent that Greenberg will not provide services to the
Committee, Saul Ewing, as directed by the Committee, will:

   (a) advise the Committee with respect to its rights, duties
       and powers in the Debtors' Chapter 11 cases;

   (b) assist and advise the Committee in its consultation with
       the Debtors relative to the administration of the Debtors'
       cases;

   (c) assist the Committee in analyzing the claims of the
       Debtors' creditors and the Debtors' capital structure and
       in negotiating with holders of claims and equity
       interests;

   (d) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities, and financial condition of
       the Debtors and of the operation of the Debtors'
       businesses;

   (e) assist the Committee in its investigation of the liens and
       claims of the Debtors' prepetition lenders and the
       prosecution of any claims or causes of action revealed by
       the investigation;

   (f) assist the Committee in its analysis of, and negotiations
       with, the Debtors or any third party concerning matters
       related to, among other things, the assumption or
       rejection of certain non-residential real property leases
       and executory contracts, asset dispositions, financing of
       other transactions, and the terms of one or more plans of
       reorganization for the Debtors and accompanying disclosure
       statements and related plan documents;

   (g) assist and advise the Committee as to its communications
       to creditors regarding significant matters in the Debtors'
       Chapter 11 cases;

   (h) represent the Committee at hearings and other proceedings;

   (i) review and analyze applications, orders, statements of
       operations, and schedules filed with the Court, and advise
       the Committee as to their propriety;

   (j) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives;

   (k) prepare, on the Committee's behalf, any pleadings,
       including without limitation, motions, memoranda,
       complaints, adversary complains, objections or comments;
       and

   (l) perform other legal services as may be required or are
       otherwise deemed to be in the interests of the Committee.

According to Mr. Schauer, the members and associates of Saul
Ewing possess extensive knowledge and considerable expertise in
the fields of bankruptcy, insolvency, reorganizations, debtors'
and creditors' rights, debt restructuring and corporate
reorganizations, among others.

The attorneys and paralegals presently designated to be primarily
responsible for representing the Committee, and their current
standard hourly rates are:

          Domenic E. Pacitti, Esq.   Partner       $495
          Mark Minuti, Esq.          Partner        475
          Jeremy W. Ryan, Esq.       Associate      330
          Patrick J. Reilley, Esq.   Associate      260
          G. David Dean, Esq.        Associate      235
          Jason E. Kittinger, Esq.   Paralegal      150

The firm's standard hourly rates are:

          Partners                  $335 - $650
          Special Counsel           $250 - $440
          Associates                $175 - $330
          Paraprofessionals          $95 - $215

Mr. Minuti discloses that his firm will not advise the Committee
on matters involving QVC, Inc., Murray Capital Management, Inc.,
and Claren Road Asset Management.  Saul Ewing has represented or
represents other significant parties-in-interest in the Debtors'
cases, but only in matters wholly unrelated to the bankruptcy
proceeding.  Mr. Minuti assures the Court that his firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The firm of Willkie Farr & Gallagher LLP serves as the Debtors'
counsel.  Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and
Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP,
represents the Debtors as its co-counsel.  The Debtors have
retained Rothschild Inc. as their financial advisor.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's financial
advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WERNER LADDER: Wants Fifth Amendment to Grupo American Agreement
----------------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates, ask authority from the U.S. Bankruptcy Court
for the District of Delaware to enter into a fifth amendment of a
service agreement with Grupo American Industries, S.A. DE C.V.,
effective July 1, 2006.

Werner Co. is a party to a service agreement dated Aug. 1, 2003,
with Grupo American Industries, S.A. DE C.V., in connection with
the operation of the Debtors' facility in the city of Juarez,
Mexico.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, related that the services provided to
the Debtors by AI are critical and include, but are not limited
to:

   (i) human resources activities;
  (ii) accounting and fiscal services;
(iii) customs activities;
  (iv) freight forwarding activities;
   (v) environmental control;
  (vi) purchasing of non-production materials; and
(vii) expatriate support.

The Debtors pay AI a "Shelter Fee" for its services, which is
based on the number of full-time employees at the Juarez Facility
in any given week and the total number of hours the employees
work in that given week.  Shelter Fee payments made by the
Debtors for the past three years were:

                  Year-to-Date         Payment
                  ------------         -------
                  June 2004          $753,132
                  June 2005           977,986
                  June 2006           611,261

The Shelter Agreement is currently set to expire on June 30,
2007.

The Debtors wanted to extend the term of the Agreement and obtain
certain immediate cost savings.

To that end, the Debtors and AI have reached an agreement
whereby, in exchange for an 18-month extension of the Shelter
Agreement, through Dec. 31, 2008, AI has agreed to reduce its
current Shelter Fee rates, retroactive to July 1, 2006, and
assume 50% of an employee housing cost program -- up to $69,953
-- in which housing will be provided to labor force employees
that AI will hire and bring to Juarez from other areas of Mexico.

The Amendment expressly provides that the Shelter Agreement will
remain a prepetition agreement and any claims related thereto
will be prepetition claims.

Mr. Brady explains that the Juarez Facility is a cornerstone of
the Debtors' operational restructuring plan.

The services provided by AI at the Juarez Facility are essential
to the Debtors' operations there, Mr. Brady says.

The Debtors expect to save approximately $1,100,000 as a result
of the Amendment.  Mr. Brady relates that approximately $350,000
of the cost savings would be realized prior to the end of the
current contract term and the remaining $750,000 would be
realized during the extended term.

The Debtors intend to perform in-house many, if not all, of the
services currently provided by AI, but the Debtors do not have
sufficient resources to do this by June 30, 2007.

The Debtors estimate that they will spend approximately
$2,700,000 under the Shelter Agreement through December 2008.  If
the Debtors were to provide the same services themselves through
December 2008, they estimate that it would cost approximately
$3,000,000.

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The firm of Willkie Farr & Gallagher LLP serves as the Debtors'
counsel.  Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and
Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP,
represents the Debtors as its co-counsel.  The Debtors have
retained Rothschild Inc. as their financial advisor.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's financial
advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WESTERN MEDICAL: Wants Court Approval to Hire Moglia Advisors
-------------------------------------------------------------
Western Medical Inc. asks the U.S. Bankruptcy Court for the
District of Arizona for permission to employ Moglia Advisors
fka Alex D. Moglia 7 Associates Inc. to provide management
services in its chapter 11 case.

The firm will:

     a) restructuring services:

        -- provide temporary executive services equivalent to and
           with the authority of the chief executive officer
           under the title of chief executive restructuring
           officer, provided that title shall not become
           effective until directors and officers insurance shall
           be obtained and extended to the firm;

        -- provide temporary executive service equivalent to and
           with the authority of chief financial officer; and

        -- undertake a search for a new chief operating officer,
           who when retained, shall be responsible for the day to
           day operations of the Debtor; coordinate with all
           parties and be responsible for the negotiation of the
           employment contract.

     b) other restructuring advisory services;

        -- develop and prepare a 60-day action plan, and a
           business sales plan with corresponding financial
           projections, and in the presentation of those plans to
           the Debtor's board of directors and its creditors;

        -- prepare the Debtor's cash flow forecast and variance
           analyses, and in the presentation of forecast and
           analyses to the Debtor's creditors;

        -- identify and implement cost reduction initiatives and
           operating improvement opportunities;

        -- develop initial restructuring proposal, and in the
           presentation of that proposal to the Debtor's board
           and its creditors;

        -- negotiate with creditors for a mutually acceptable
           restructuring plan;

        -- act as liaison between the Debtor and its creditors
           constituencies, and assist in responding to their
           request for information; and

        -- render other financial and operational advisory as may
           be reasonable requested by the board and the creditor.

     c) new debt funding services:

        -- prepare a list of prospective lenders and investors
           for the Debtor's board, and upon approval by the
           board, commence discussions with parties;

        -- prepare and negotiate confidentiality and non-
           disclosure agreements with third parties prior to the
           distribution of any confidential information regarding
           the Debtor;

        -- distribute executive summaries and the CIM to
           prospective lenders who request information, and
           maintain a tracking log of all contracts and
           transmittals;

        -- assist in the preparation and maintenance of a "data
           room" to support interested parties' due diligence
           requirements;

        -- arrange meetings, as necessary and appropriate,
           between senior management of the Debtor and interested
           parties;

        -- evaluate the terms and conditions of any term sheets
           of intent received by the Debtor, make specific
           recommendations to the Debtor's board and creditors
           regarding same, and assist the Debtor in negotiating
           any term sheets or letters of intent based on
           direction from the board and creditors; and

        -- assist the Debtor in the negotiation and finalization
           of a credit and definitive agreement.

                       Additional Services

The firm will provide the following:

     a) assist the Debtor in the preparation of financial related
        disclosures required by the Court, including the
        schedules of assets and liabilities, the statement of
        financial affairs and monthly operating reports;

     b) advise with the identification of executory contracts and
        leases and performance cost evaluation with respect to
        the affirmation or rejection of each;

     c) data room management;

     d) assist with identification of reclamation claims and the
        analysis with respect to the agreement or objection
        thereto;

     e) assist with the evaluation, analysis, procedures,
        negotiation, testimony or other services as necessary for
        the purpose of the sale of the companies assets and
        business;

     f) assist with the preparation and implementation of reports
        and procedures as required by the DIP lender, any to be
        formed unsecured creditor committees in this case, the
        trustee, and other parties-in-interest and professionals
        hired by the same, as requested;

     g) assist in the preparation of information and analysis
        necessary for the plan of reorganization and disclosure
        statement in this chapter 11 case;

     h) assist with the evaluation, analysis, procedures,
        negotiations, testimony as necessary for the purpose of
        the sale of the Debtor's assets;

     i) assist in the identification and analysis of avoidance
        actions, including fraudulent conveyances and
        preferential transfers;

     j) litigate advisory services along with expert witness
        testimony on case related issues as required by the
        Debtor and as appropriate in the circumstances;

     k) assist in connection with the development and preparation
        of employee benefit programs and retention plans;

     l) assist with general business consulting, testimony
        services as Debtor's management or counsel may deem
        necessary that are not duplicative of services provided
        by other Debtor's professionals in this proceeding;

     m) miscellaneous tasks and assignments.

The Debtor will pay the firm a $30,000 retainer.

Michael Smith, Esq., and Henry Ritter, Esq., firm's managing
directors, both bill $260 per hour for this engagement.  The
firm's other professionals bill:

     Designation            Hourly Rate
     -----------            -----------
     Managing Director         $260
     Associates                $175
     Analyst                   $100

Mr. Smith assures the Court that his firm does not hold any
interest adverse to the Debtor's estates and creditors.

Mr. Smith can be reached at:

     Michael Smith, Esq.
     Managing Director
     Moglia Advisors fka Alex D. Moglia & Associates Inc.
     3006 N. Sunaire Circle
     Mesa Arizona 85215
     Tel: (480) 981-1799
     Fax: (480) 654-2263
     http://www.mogliaadvisors.com/

Headquartered in Phoenix, Arizona, Western Medical, Inc.
-- http://www.westernmedicalinc.net/-- sells and distributes
medical and hospital equipment.  The company filed for chapter 11
protection on June 15, 2006 (Bankr. D. Ariz. Case No. 06-01784).
Brenda K. Martin, Esq., at Osborn Maledon, P.A., represents the
Debtor.  Pachulski Stang Ziehl Jones and Weintraub LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it estimated assets
between $1 million to $10 million and debts between $10 million
and $50 million.


WINDSOR QUALITY: Moody's Lifts Corporate Family Rating to Ba3
-------------------------------------------------------------
Moody's Investors Service upgraded Windsor Quality Food Company
Ltd.'s corporate family rating to Ba3 from B1, and assigned (P)Ba3
ratings to its proposed five-year $100 million senior secured
revolving credit facility and six-year $160 million senior secured
term loan.

The ratings outlook is stable.

The proceeds from the new bank facilities will be used to
refinance the existing $220 million of senior secured bank
facilities and retire the company's $85 million subordinated
notes.  Immediately thereafter, Moody's will withdraw the current
Ba2 ratings on the existing bank facilities, and Windsor's
probability of default rating, which has been upgraded today to
Ba3 commensurate with the corporate family rating, would likely be
lowered reflecting the change in debt capital structure to all
secured bank debt.

The ratings upgrade reflects:

   -- Windsor's continued stable performance following the
      successful integration of Specialty Brands, Inc., including
      nearly $20 million in cost savings that have offset higher
      operating and commodity costs;

   -- positive sales growth trends driven by product expansion
      around the Jose Ole Mexican food platform and favorable
      demographics; and,

   -- anticipated lower cost of capital under the new financing
      that should generate improved credit metrics and facilitate
      further debt reduction.

Windsor's ratings are supported by strong market positions in the
narrow but fast-growing ethnic frozen foods category that map to a
Ba rating or better.  Favorable demographic trends and increased
consumer demand for convenience and variety make the premium
frozen Mexican food category particularly attractive. Financial
policy scores strongly in the Ba range, given the company's
demonstrated commitment to debt reduction following a leveraged
acquisition.  These strengths are balanced against the company's
small scale (approximately $600 million in sales) and related low
operating margins (below 10%) , each of which score in the B
category.  Credit metrics are consistent with the current Ba3
rating with the exception of free cash flow to debt ratio which
scores below the B category, due primarily to higher capital
spending in support of sales volume growth.

Windsor's rating outlook is stable reflecting Moody's expectation
that the company will continue to report stable operating margins,
generate steady sales growth and maintain a conservative financial
profile.  It also assumes that there are no leveraged acquisitions
or major shareholder distributions in the near-term. An upgrade to
Windsor's ratings is not likely in the near term due primarily to
the company's small size and scale.

In addition, before an upgrade would be considered, profitability
and debt protection measures would need to improve significantly
such that EBIT/interest expense was sustained above
4.0x, debt/EBITDA was sustained below 4.0x.  A downgrade in
Windsor's ratings could occur if the company's operating
performance weakened, the company pursued a leveraged acquisition
or a decapitalization occurred such that EBIT/interest expense
fell materially below 2.5x on a running rate basis and debt/EBITDA
exceeded 4.5x.

Ratings upgraded:

   -- Corporate family rating to Ba3 from B1

   -- Probability of default rating to Ba3 from B1

   -- $75 million senior secured revolving credit facility,
      maturing December 2009 -- to Ba2, LGD3, 37% from Ba3, LGD3,
      38%

   -- $45 million senior secured term loan A, maturing December
       2009 -- to Ba2, LGD3, 37% from Ba3, LGD3, 38%

   -- $100 million senior secured term loan B, maturing December
      2010 -- to Ba2, LGD3, 37% from Ba3, LGD3, 38%

Ratings assigned:

   -- $100 million senior secured revolving credit facility,
      maturing November 2011 -- assigned (P)Ba3, LGD3, 37%

   -- $160 million senior secured term loan, maturing November
      2012 -- assigned (P)Ba3, LGD3, 37%

Windsor Quality Food Company Ltd. is a privately held frozen food
manufacturer based in Houston, Texas.  The company's two major
divisions are Windsor Foods, which specializes in ethnic and other
frozen food categories (Italian, Asian, Mexican, chili/BBQ and
coated appetizers) sold through foodservice, consumer and
industrial distribution channels; and Quality Sausage, which
produces pre-cooked meats for industrial and foodservice channels.
The company's annual sales are approximately
$600 million.


WINN-DIXIE: Files Revised Proposed Confirmation Order
-----------------------------------------------------
In an effort to resolve objections to their Joint Plan of
Reorganization, Winn-Dixie Stores, Inc., and its debtor-
affiliates submitted, for the Hon. Jerry A. Funk's consideration,
a revised proposed order confirming the Plan.

The Debtors ask the U.S. Bankruptcy Court for the Middle District
of Florida to rule that, with respect to the assignment of real
property leases to:

   -- Winn-Dixie Stores Leasing, LLC;
   -- Winn-Dixie Raleigh Leasing, LLC;
   -- Winn-Dixie Montgomery Leasing, LLC; and
   -- Winn-Dixie Warehouse Leasing, LLC,

any party with rights under an assigned lease will retain the
right to enforce the terms of the lease directly against the
original Debtor-lessee including, without limitation, by an action
to recover money damages.

The action may be brought in any state or federal court provided
for by the lease or, alternatively, any court of competent
jurisdiction over the original Debtor-lessee.

The Plan will not be interpreted in any way to alter or affect
the obligations of any Debtor-guarantor under the existing lease
guaranties.

In addition, the Debtors want the Court to clarify that, as of
the effective date of the Plan, all property of the Reorganized
Debtors will be free and clear of all claims, encumbrances,
interests, charges, and liens except as specifically provided in
Section 365(h) of the Bankruptcy Code, the Plan, or the
Confirmation Order.

A copy of the revised proposed confirmation order is available
for free at http://ResearchArchives.com/t/s?13fb

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


XEROX CORP: Earns $536 Million in Quarter Ended September 30
------------------------------------------------------------
Xerox Corporation disclosed net income of $536 million from total
revenues of $3.8 billion for the quarter ended Sept. 30, 2006,
compared to a net income of $63 million from total revenues of
$3.7 billion for the same quarter in 2005.

For the nine months ended Sept. 30, 2006, the Company had a net
income of $996 million from total revenues of $11.5 billion,
versus $696 million of net income from total revenues of
$11.4 billion for the comparable period in 2005.

Total revenue grew 2% in the third quarter.  Post-sale and
financing revenue, which represents about 75% of the Company's
total revenue, increased 3%, largely driven by 4% post-sale growth
from digital systems.

Gross margins were 40.2% in the third quarter, a year-over-year
decline of 1.1 points.  The decline, the Company says, was
primarily due to product mix and equipment pricing as well as
lower margins in its global services business as the company
incurred upfront costs to support new multi-year managed services
contracts.  Selling, administrative and general expenses were
25.6% of revenue, a year-over-year improvement of 1.3 points.

The Company generated operating cash flow of $530 million in the
third quarter and closed the quarter with $1.5 billion in cash and
short-term investments.

Since launching its stock buyback program last October, the
Company has repurchased about 78 million shares, totaling
$1.1 billion of the $1.5 billion program through the third quarter
of this year.  Also during the quarter, the Company closed on the
$175 million cash acquisition of Amici LLC, a provider of
electronic-discovery services that support litigation and
regulatory compliance.  In early October, the Company also
disclosed the $54 million cash acquisition of XMPie, which it
expects to close in the next few weeks.

Headquartered in Stamford, Connecticut, Xerox Corporation
(NYSE: XRX) -- http://www.xerox.com/-- develops, manufactures,
markets, services, and finances document equipment, software,
solutions, and services worldwide.  It offers digital monochrome
and color systems for customers in the graphic communications
industry and enterprises, as well as various prepress and post-
press options.  Xerox Corporation markets its products through
direct sales force, as well as through a network of independent
agents, dealers, value-added resellers, and systems integrators.

                           *     *     *

As reported in the Troubled Company Reporter on April 17, 2006,
Dominion Bond Rating Service changed the trend on the 'BB' Issuer
Rating of Xerox Corporation and Xerox Canada Inc., to Positive
from Stable.

As reported in the Troubled Company Reporter on March 3, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on Xerox Corp. and related entities to 'BB+' from 'BB-',
and removed it from CreditWatch.

As reported in the Troubled Company Reporter on Sept. 21, 2005,
Moody's Investors Service previously raised the senior implied
rating of Xerox and its financially supported subsidiaries to Ba1
from Ba3.

As reported in the Troubled Company Reporter on Aug. 10, 2006
Fitch upgraded Xerox Corp.'s and its subsidiaries' debt Trust
preferred securities rating to 'BB' from 'BB-'.


YUKOS OIL: Valuer Says Assets Could Be Sold at 10%-90% Discount
---------------------------------------------------------------
The assets of bankrupt OAO Yukos Oil Co. may be sold at a discount
after a consortium of appraisers assess the value of the company's
properties, according to published reports.

"The greatest difficulty for us is to determine a discount of the
market value to the liquidation cost," Yevgeny Neiman, general
director of Roseco, one of the five valuers in the consortium,
said.

"The discount on the liquidation price will depend on which asset
we are valuing.  The discount could be 10 percent or it could be
90 percent," Mr. Neiman added.

According to Yukos bankruptcy receiver Eduard Rebgun, 48 creditors
have filed claims against what was once Russia's biggest oil
producer for RUR586 billion (US$21.8 billion).  Anatoly
Sobinevsky, Mr. Rebgun's representative, said that the asset sale
could start after initial valuations are done and would include
Yukos's foreign properties, AFX News relates.

Mr. Rebgun, however, refused to forecast when the first auction
for Yukos's assets would be, AK&M discloses.

The consortium expects to complete the appraisal of Yukos's assets
by the end of January 2007.  Mr. Neiman said that a list of all
Yukos assets has been drawn up and divided into four groups with
30-40 assets.  RosBusinessConsulting said inventory in each field
will begin next week.

                         About Yukos

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Government sold its main production unit Yugansk, to
a little-known firm Baikalfinansgroup for US$9.35 billion, as
payment for US$27.5 billion in tax arrears for 2000- 2003.
Yugansk eventually was bought by state-owned Rosneft, which is
now claiming more than US$12 billion from Yukos.

On March 10, a 14-bank consortium led by Societe Generale filed
a bankruptcy suit in the Moscow Arbitration Court in an attempt
to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, court-appointed external manager Eduard Rebgun
filed a chapter 15 petition in the U.S. Bankruptcy Court for the
Southern District of New York (Bankr. S.D.N.Y. Case No. 06-
0775), in an attempt to halt the sale of Yukos' 53.7% ownership
interest in Lithuanian AB Mazeikiu Nafta.

On May 26, Yukos signed a US$1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On July 25, Yukos creditors voted to liquidate the oil firm
after rejecting a management rescue plan, which valued the
company's assets at about US$30 billion.  This would have
permitted Yukos to continue its operations and attempt to pay
off US$18 billion in debts through asset sales.

On Aug. 1, the Hon. Pavel Markov of the Moscow Arbitration Court
upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.  The
expected court ruling paves the way for the company's
liquidation and auction.


ZAIS INVESTMENT: Moody's Eyes Upgrade on Junk Rated Notes
---------------------------------------------------------
Moody's Investors Service placed on watch for possible upgrade the
ratings on the notes issued in 1999 by ZAIS Investment Grade
Limited, a managed structured finance collateralized debt
obligation issuer:

   * The $25,000,000 Million Class A-1 Floating Rate Notes Due
     2014

     -- Prior Rating: Baa2
     -- Current Rating: Baa2, on watch for possible upgrade

   * The $30,000,000 Million Class A-2 Fixed Rate Notes Due 2014

     -- Prior Rating: Baa2
     -- Current Rating: Baa2, on watch for possible upgrade

   * The $206,500,000 Million Class A-3 Floating Rate Notes Due
     2014

     -- Prior Rating: Baa2
     -- Current Rating: Baa2, on watch for possible upgrade

   * The $34,000,000 Million Class B Floating Rate Notes Due 2014

     -- Prior Rating: Ca
     -- Current Rating: Ca, on watch for possible upgrade

   * The $5,000,000 Million Class C-1 Floating Rate Notes Due
     2014

     -- Prior Rating: C
     -- Current Rating: C, on watch for possible upgrade

   * The $5,000,000 Million Class C-2 Fixed Rate Notes Due 2014

     -- Prior Rating: C
     -- Current Rating: C, on watch for possible upgrade

The rating actions reflect the repayment of deferred interest to
all notes, as well as the ongoing delevering of the transaction,
according to Moody's.  As reported in the Sept. 2006 trustee
report, the par coverage test for the Class A notes was 125.21%,
well above the transaction's trigger level of 107.5%.


* NachmanHaysBrownstein Appoints Three New Principals
-----------------------------------------------------
NachmanHaysBrownstein, Inc., has appointed John E. Bambach, Jr.,
Edward T. Gavin, CTP and Robert J. Iommazzo as Principals.

Howard Brod Brownstein, CTP, a Principal of NHB, said, "[Fri]day's
announcement marks a milestone in the growth of NHB.  John, Ted
and Bob have become key members of the NHB 'Team of Leaders', and
the Principals and professionals of NHB are all proud of their
accomplishments."  Thomas D. Hays, III, CTP, added, "These
outstanding individuals represent the vibrancy of the firm's next
generation."

John Bambach serves as co-leader of NHB's Creditor Services Group.
He has extensive experience and in-depth knowledge in leading
change, and is well known for his "roll up the sleeves" approach
to turnaround management and assisting unsecured creditors to
maximize value.  He has successfully completed engagements in a
variety of industries, including construction, energy, plastics,
biotechnology and other technology-based businesses,
telecommunications, finance, and manufacturing.  He has served as
Financial Advisor to Unsecured Creditor Committees, including
Nobex Corporation, World Health Alternatives, Aphton Corporation,
Four Seasons Fireplace, Fluortek, Platform Learning and Rotec
Industries.  Mr. Bambach may reached in NHB's Philadelphia office
at 610.660.0060.

Ted Gavin is a Certified Turnaround Professional, and serves as
co-leader of NHB's Creditor Services Group.  He has over 10 years
of experience with distressed companies, including FDA-regulated
and non-regulated healthcare manufacturing firms, where he has
served leadership roles in engineering, manufacturing, I.T. and
regulatory affairs functions.  Mr. Gavin has extensive experience
in strategic planning, process re-engineering and hands-on
management in for-profit, non-profit and public sector operations.
He specializes in bankruptcy matters, having successfully served
debtors, creditors and secured lenders in numerous cases,
including Murphy Marine, Waterlink, Nobex Corporation and World
Health Alternatives, among others.  He is a member of the American
Bankruptcy Institute, the Turnaround Management Association, the
National Association of Credit Management, the Equipment Leasing
Association and is an Associate Member of the Association of
Certified Fraud Examiners.  Mr. Gavin manages NHB's Wilmington, DE
office and may be reached at 302.655.8997.

Bob Iommazzo has provided restructuring, management advisory and
turnaround services to private and publicly held companies for
over 30 years.  He is an accomplished problem solver with hands-on
experience in managing businesses through challenging times.  His
experience includes providing services in turnaround management,
restructuring, bankruptcy proceedings, due diligence, cash
management, divestitures, and profit improvement.  He was formerly
a Partner with Coopers & Lybrand (now PricewaterhouseCoopers),
where his client engagements included public and private
corporations in the U.S. and abroad, and featured arranging
financing (including for start-ups), and focused on the
manufacturing, distribution, pharmaceutical and financial service
industries.  Mr. Iommazzo manages NHB's New York office and may be
reached at 212.848.0262.

               About NachmanHaysBrownstein

NachmanHaysBrownstein, Inc. -- http://www.nhbteam.com/-- is one
of the country's leading turnaround and crisis management firms,
having been included among the "Outstanding Turnaround Firms" in
Turnarounds & Workouts for the past eleven consecutive years.  NHB
demonstrates leadership in corporate renewal by creating value and
preserving capital through crisis management, strategic workout,
responsible party and wind down services to financially challenged
companies throughout America.  NHB focuses on producing lasting
performance improvement and maximizing the business' value to
stakeholders by providing the leadership and credibility required
to reconcile the client's objectives, economic reality and
available alternatives to establish an achievable goal.
Headquartered in Philadelphia, NHB also maintains offices in
Atlanta, Boston, New York and Wilmington, Delaware.


* S&P Puts Negative Watch on Ford-Related U.S. ABS Synths' Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on eight
U.S. single-issue synthetic ABS transactions related to Ford Motor
Co. (Ford; B/Negative/B-3) on CreditWatch with negative
implications.

In addition, the rating on one U.S. single-issue ABS transaction
related to Ford Motor Co. Capital Trust II is lowered to 'CCC-'
from 'CCC'.

The Oct. 23, 2006, placement of the senior unsecured debt ratings
on Ford on CreditWatch with negative implications and the
downgrade of Ford Motor Co. Capital Trust II do not have any
immediate rating impact on the Ford-related ABS supported by
collateral pools of consumer auto loans or auto wholesale loans.

Each of the eight securitizations with ratings placed on
CreditWatch negative is weak-linked to Ford's senior unsecured
debt.  The lowered rating on STEERS Credit-Backed Trust Series
2002-3 F is weak-linked to the rating on Ford Motor Co. Capital
Trust II's preferred stock.  Either Ford or Ford Motor Co. Capital
Trust II provides the underlying collateral or referenced
obligations in the affected securitizations, as indicated below.

The Oct. 23, 2006, placement of the ratings on Ford on CreditWatch
negative and the downgrade of Ford Motor Co. Capital Trust II
reflect the potential for unsecured creditors to be disadvantaged
if Ford were to incur a material amount of secured borrowings.


               Ratings Placed on Creditwatch Negative

                 Corporate Backed Trust Certificates
                           Ford Motor Co.
                Debenture-Backed Series 2001-36 Trust

                      Rating
                      ------
        Class    To               From   Role of Ford
        -----    --               ----   ------------
        A-1      B/Watch Neg      B      Underlying collateral
        A-2      B/Watch Neg      B      Underlying collateral

               Corporate Backed Trust Certificates
                          Ford Motor Co.
                 Note-Backed Series 2003-6 Trust

                       Rating
                       ------
        Class    To               From   Role of Ford
        -----    --               ----   ------------
        A-1      B/Watch Neg      B      Underlying collateral

                  CorTS Trust for Ford Debentures

                       Rating
                       ------
        Class    To               From   Role of Ford
        -----    --               ----   ------------
        Certs    B/Watch Neg      B      Underlying collateral

                   CorTS Trust II for Ford Notes

                       Rating
                       ------
        Class    To               From   Role of Ford
        -----    --               ----   ------------
        Certs    B/Watch Neg      B      Underlying collateral

         Freedom Certificates US Autos Series 2004-1 Trust

                       Rating
                       ------
        Class    To               From   Role of Ford
        -----    --               ----   ------------
        A        B/Watch Neg      B      Underlying collateral
        X        B/Watch Neg      B      Underlying collateral

                  PPLUS Trust Series FMC-1

                       Rating
                       ------
        Class    To               From   Role of Ford
        -----    --               ----   ------------
        Certs    B/Watch Neg      B      Underlying collateral

                PreferredPLUS Trust Series FRD-1

                       Rating
                       ------
        Class    To               From   Role of Ford
        -----    --               ----   ------------
        Certs    B/Watch Neg      B      Underlying collateral

                   SATURNS Trust No. 2003-5

                       Rating
                       ------
        Class    To               From   Role of Ford
        -----    --               ----   ------------
        Units    B/Watch Neg      B      Underlying collateral

             Trust Certificates Series 2002-1 Trust

                       Rating
                       ------
        Class    To               From   Role of Ford
        -----    --               ----   ------------
        A-1     B/Watch Neg       B      Underlying collateral

                      Rating Lowered

           STEERS Credit-Backed Trust Series 2002-3 F

                       Rating
                       ------
                                    Role of Ford Motor Co.
             Class   To     From       Capital Trust II
             -----   --     ----    ----------------------
             Certs   CCC-   CCC     Referenced obligation


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Lilian D. Hoats
   Bankr. C.D. Calif. Case No. 06-11627
      Chapter 11 Petition filed September 20, 2006
         See http://bankrupt.com/misc/cacb06-11627.pdf

In re Yvette Kim
   Bankr. C.D. Calif. Case No. 06-12675
      Chapter 11 Petition filed September 21, 2006
         See http://bankrupt.com/misc/cacb06-12675.pdf

In re Yves Castaldi Corp.
   Bankr. C.D. Calif. Case No. 06-15103
      Chapter 11 Petition filed October 11, 2006
         See http://bankrupt.com/misc/cacb06-15103.pdf

In re Micro Crystal Technology Inc.
   Bankr. C.D. Calif. Case No. 06-12960
      Chapter 11 Petition filed October 13, 2006
         See http://bankrupt.com/misc/cacb06-12960.pdf

In re Dirado Investment Co., Inc.
   Bankr. E.D. Mich. Case No. 06-54899
      Chapter 11 Petition filed October 17, 2006
         See http://bankrupt.com/misc/mieb06-54899.pdf

In re SCR Services Inc.
   Bankr. C.D. Calif. Case No. 06-13014
      Chapter 11 Petition filed October 17, 2006
         See http://bankrupt.com/misc/cacb06-13014.pdf

In re Dennis Owen Said
   Bankr. W.D. Wis. Case No. 06-12607
      Chapter 11 Petition filed October 18, 2006
         See http://bankrupt.com/misc/wiwb06-12607.pdf

In re Desert Design Studio LLC
   Bankr. D. Ariz. Case No. 06-03395
      Chapter 11 Petition filed October 18, 2006
         See http://bankrupt.com/misc/azb06-03395.pdf

In re Jolie Salon Spa Inc.
   Bankr. C.D. Calif. Case No. 06-11667
      Chapter 11 Petition filed October 18, 2006
         See http://bankrupt.com/misc/cacb06-11667.pdf

In re Jumpstart Fitness Inc
   Bankr. C.D. Calif. Case No. 06-11669
      Chapter 11 Petition filed October 18, 2006
         See http://bankrupt.com/misc/cacb06-11669.pdf

In re Midsouth Waste & Recycling Company
   Bankr. E.D. Tenn. Case No. 06-32449
      Chapter 11 Petition filed October 19, 2006
         See http://bankrupt.com/misc/tneb06-32449.pdf

In re VADA Group, Ltd.
   Bankr. W.D. Tex. Case No. 06-52107
      Chapter 11 Petition filed October 19, 2006
         See http://bankrupt.com/misc/txwb06-52107.pdf

In re HWO Restaurants, LLC
   Bankr. S.D. Tex. Case No. 06-35647
      Chapter 11 Petition filed October 20, 2006
         See http://bankrupt.com/misc/txsb06-35647.pdf

In re Michael Kilzer
   Bankr. N.D. Calif. Case No. 06-41957
      Chapter 11 Petition filed October 20, 2006
         See http://bankrupt.com/misc/canb06-41957.pdf

In re Monte Sharp
   Bankr. W.D. Okla. Case No. 06-12762
      Chapter 11 Petition filed October 20, 2006
         See http://bankrupt.com/misc/okwb06-12762.pdf

In re Safety Compliance Administrators, LLC
   Bankr. S.D. Ohio Case No. 06-56014
      Chapter 11 Petition filed October 20, 2006
         See http://bankrupt.com/misc/ohsb06-56014.pdf

In re Dulfin Inc.
   Bankr. W.D. Pa. Case No. 06-25200
      Chapter 11 Petition filed October 21, 2006
         See http://bankrupt.com/misc/pawb06-25200.pdf

In re Stroke Scan, Inc.
   Bankr. S.D. Tex. Case No. 06-35667
      Chapter 11 Petition filed October 23, 2006
         See http://bankrupt.com/misc/txsb06-35667.pdf

In re Western Properties 2005 Irrevocable Trust
   Bankr. C.D. Calif. Case No. 06-15387
      Chapter 11 Petition filed October 23, 2006
         See http://bankrupt.com/misc/cacb06-15387.pdf

In re Modesto Melendez-Mangual
   Bankr. D. P.R. Case No. 06-04105
      Chapter 11 Petition filed October 24, 2006
         See http://bankrupt.com/misc/prb06-04105.pdf

In re Paragon Technology, Inc.
   Bankr. N.D. Ala. Case No. 06-82223
      Chapter 11 Petition filed October 24, 2006
         See http://bankrupt.com/misc/alnb06-82223.pdf

                             *********

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 ***