TCR_Public/061027.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, October 27, 2006, Vol. 10, No. 256

                             Headlines

ACS MEDIA: Moody's Places B1 Ratings on $140 Million Senior Loans
ADELPHIA COMMS: Twelve Groups of Creditors Object to Disclosure
ADELPHIA COMMS: Judge Gerber Lets Exclusivity Period Continue
ADVENTRX PHARMA: Licenses ANX-211 U.S. Rights to Theragenex
AFFINITY GROUP: Moody's Assigns Loss-Given-Default Ratings

AK STEEL: Board Okays 4th Quarter Pension Payment of $75 Million
ALLIED HOLDINGS: Inks CDN$5.7 Mil. Purchase Deal for Canadian Lots
AMERCO: S&P Raises Corporate Credit Rating to BB from B+
AMEREN CORP: May Cut Jobs by 25% if Electricity Rate Freeze Stays
AMERICA CAPITAL: Court Approves Scott Feder as Litigation Counsel

AMERICAN CASINO: Moody's Cuts Rating on $215 Mil. Sr. Notes to B3
AMERICAN COMMERCE: Posts $367,000 Net Loss in Qtr. Ended Aug. 31
AMERICAN ENTERTAINMENT: Moody's Withdraws Junk $250MM Notes Rating
ANEAL MAHARAJ: Case Summary & 16 Largest Unsecured Creditors
ASHA DISTRIBUTING: Case Summary & 20 Largest Unsecured Creditors

ASPEON INC: Larry O'Donnell Raises Going Concern Doubt
ASSET BACKED: Fitch Junks Rating on Class M-4 Certificates
BALLY TECH: Presents Preliminary Restated Results for 2003 to 2005
BANTA CORP: Moody's Rates Proposed Senior Credit Facility at Ba2
BARE ESCENTUALS: Completed IPO Cues S&P to Lift Corp. Rating to B

BOMBARDIER INC: Wins $3.4 Billion French Railway Contract
BRISTOW GROUP: S&P Rates $230 Mil. Mandatory Preferred Stock at B
CARRAWAY METHODIST: Wants to Sell All Assets in Nov. 7 Auction
CARRAWAY METHODIST: Bids for Assets Must be Received by November 3
CBRL GROUP: Earns $116.2 Million in Fiscal Year Ended July 28

CELLSTAR CORP: Earns $972,000 in 3rd Fiscal Quarter Ended Aug. 31
CHARYS HOLDING: Reports $3.5 Mil. Net Loss in First Fiscal Quarter
CHC HELICOPTER: S&P Affirms Senior Subordinated Debt Ratings at B
CITIGROUP COMMERCIAL: S&P Cuts Rating of Class L Certs. to BB
CLFX CORPORATION: Moody's Assigns Loss-Given-Default Rating

COMM 2006-FL12: Fitch Rates $1.9 Million Class AH4 Certs. at BB+
COMPLETE RETREATS: Creditors Committee Objects to Ableco Financing
COMPLETE RETREATS: Patriot & LPP Mortgage Balk at Ableco Financing
COMPLETE RETREATS: U.S. Trustee Opposes Terms in Ableco Loan Deal
COMSTOCK HOMEBUILDING: Disputes Bank of America's Default Notice

CONSECO FINANCE: Good Performance Cues Fitch to Raise Ratings
CORONELLA PROPERTIES: Case Summary & 14 Largest Unsec. Creditors
COUDERT BROTHERS: Hires Wilson Elser as Litigation Counsel
CPI INTERNATIONAL: Moody's Assigns Loss-Given-Default Rating
CREDIT SUISSE: Moody's Junks Ratings on Two Certificate Classes

CRESCENT RESOURCES: Moody's Rates New $1.425 Billion Loan at Ba2
CRUM & FORSTER: S&P Affirms BB Counterparty Credit Ratings
DANA CORP: Court Defers Hearing on Reclamation Claims to Feb. 28
DANA CORP: Inks Pact Resolving SKF, et. al's Reclamation Claims
DOE RUN: Earns $22.1 Million in 2006 Third Quarter

DUANE READE: Moody's Assigns Loss-Given-Default Ratings
EMDEON BUSINESS: Moody's Junks Rating on $170 Million Term Loan
EMDEON BUSINESS: S&P Rates Planned $805MM First-Lien Loan at B+
ENTECH ENVIRONMENTAL: June 30 Balance Sheet Upside-Down by $1.5MM
ENTERGY NEW ORLEANS: Classes & Treatment of Claims Under Plan

ENTERGY NEW ORLEANS: FGIC Wants Exclusivity Periods Terminated
EYE CARE: Moody's Assigns Loss-Given-Default Ratings
FAIRFAX FINANCIAL: S&P Affirms BB Counterparty Credit Ratings
FAREPORT CAPITAL: Revises Financing and Debt Restructuring Terms
FOAMEX INTERNATIONAL: Classification of Claims Under Amended Plan

FOAMEX INTERNATIONAL: Noteholders Panel Seeks Hearing Adjournment
G+G RETAIL: Judge Drain Approves Disclosure Statement
G+G RETAIL: Plan Confirmation Hearing Scheduled on December 6
GENERAL CABLE: Moody's Assigns Loss-Given-Default Rating
GETTY IMAGES: Earns $37.6 Million in Quarter Ended September 30

GREGG APPLIANCES: Moody's Assigns Loss-Given-Default Rating
HOME DIRECTOR: Judge Jellen Confirms Joint Chapter 11 Plan
HONS TRUCKING: Voluntary Chapter 11 Case Summary
ICON HEALTH: Moody's Assigns Loss-Given-Default Rating
ITRON INC: Moody's Assigns Loss-Given-Default Rating

JEMSEK CLINIC: Case Summary & 20 Largest Unsecured Creditors
JO-ANN STORES: Posts $21.2 Million Net Loss in 2006 Second Quarter
JOHN MANEELY: Atlas Merger Deal Cues S&P's Developing Rating Watch
JOHN MANEELY: $1.5 Bil. Atlas Deal Prompts Moody's Ratings Review
KAYDON CORPORATION: Moody's Assigns Loss-Given-Default Rating

KB HOME: Late 10-Q Filing Cues S&P to Place Ratings on Neg. Watch
LEVEL 3: Selling $600MM 9.25% Senior Notes Due 2014 at 100% of Par
LEVEL 3 FINANCING: Moody's Rates New $600 Million Sr. Notes at B2
MAVERICK TUBE: Tenaris Buyout Prompts Moody's to Withdraw Ratings
MERIDIAN AUTOMOTIVE: Gets Court Approval of Disclosure Statement

MICHAEL'S STORES: Moody's Holds Proposed $2.4 Bil. Sr. Loan at B2
MORGAN STANLEY: Fitch Junks Rating on Class B-1 Issue
NATIONAL WARRANTY: Liquidators Call for Eligible Claims
NORD RESOURCES: Amends Pact with Coyote Springs and Mimbres Owners
NORTEL NETWORKS: Doubles Network Capacity Through Wireless Tech.

NORTEL NETWORKS: Nortel Government Bags Elite Improvement Rating
PACIFIC NORTHWEST: Voluntary Chapter 11 Case Summary
PARMALAT: Meeting of Parmalat Capital Creditors Set for November 9
PARMALAT SPA: 35,000 Plaintiffs to Join Parma Civil Suit
PITTSBURGH BREWING: Files Disclosure Statement in Pennsylvania

PITTSBURGH BREWING: Judge McCullough Says Plan is Unworkable
QWEST COMMS: Moody's Places BB (low) Rating on Senior Notes
RADIOSHACK CORP: Lackluster Performance Cues S&P to Whip Ratings
ROPER INDUSTRIES: Moody's Assigns Loss-Given-Default Rating
SAFESCRIPT PHARMACIES: Court Converts Chapter 11 Case to Chapter 7

SALLY HOLDINGS: Moody's Rates $1.07 Billion Sr. Sec. Loan at B2
SEARS HOLDINGS: Moody's Assigns Loss-Given-Default Rating
STARWOOD HOTELS: Fitch Lifts Ratings One Notch to BBB- from BB+
SUPERCLICK INC: July 31 Balance Sheet Upside-Down by $2.4 Million
SUSSER HOLDINGS: Successful IPO Cues S&P to Lift Ratings to B+

TECHNICAL OLYMPIC: S&P Junks Senior Subordinated Note Rating
TIG HOLDINGS: S&P Affirms BB- Counterparty Credit Rating
TRANS-INDUSTRIES INC: Chapter 11 Case Converted to Chapter 7
TRAPEZA CDO: Fitch Holds BB Rating on $4.5 Million Class E Notes
TSA STORES: Moody's Assigns Loss-Given-Default Rating

UNITED AUTO: Moody's Assigns Loss-Given-Default Ratings
UNITED SUBCONS: Moody's Withdraws Junk Rating on $200 Mil. Loan
UNIVERSAL COMPRESSION: Inks $500 Mil. Senior Secured Credit Pact
VULCAN ENERGY: Moody's Affirms Senior Secured Rating at Ba2
WESCO INT'L: S&P Rates Proposed $250 Million Sr. Unsec. Notes at B

WINN-DIXIE: Wants Five Alabama Power Agreements Approved
WINN-DIXIE: Wants to Assume GE Consumer Products Agreement
WR GRACE: Earns $741.4 Million in Third Quarter Ended 2006
XEROX CORPORATION: Moody's Assigns Loss-Given-Default Ratings

* BOOK REVIEW: Leveraged Management Buyouts: Causes and
               Consequences

                             *********

ACS MEDIA: Moody's Places B1 Ratings on $140 Million Senior Loans
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 first time Corporate
Family rating to ACS Media LLC.  Details of the rating assignment:

   * $10 million senior secured revolving credit facility, due
     2012 -- B1, LGD 3, 39%

   * $130 million senior secured term loan B, due 2013 -- B1,
     LGD 3, 39%

   * Corporate Family rating -- B2

   * PDR -- B2

The rating outlook is stable.

The ratings reflect the company's high leverage, the relatively
small scale of its operations, the limited size and growth
potential of its market, the formidable competition posed by rival
directory publishers, its vulnerability to economic conditions in
Alaska, and the company's reliance upon one outsourcing company
for its advertising, marketing, sales, production and distribution
of its publications.

Ratings are supported by ACS Media's dominant market share, its
reputation in Alaska as the "official yellow pages", its high
margins and cash flow conversion rates, and the diversity of its
customer base.

The stable outlook incorporates the predictability of ACS Media's
top line and cash flow generation and the value conferred by its
exclusive 50-year publishing and trademark agreement with Alaska's
largest local telephone company.

On Sept, 24, 2006, Caribe Acquisition Holdings LLC, a company
owned by funds managed and controlled by Welsh, Carson Anderson &
Stowe, concluded an agreement to acquire the assets of ACS Media
Income Fund for approximately $203 million.  The acquisition will
be funded from the proceeds of the proposed senior secured term
loan, $35 million in unrated intermediate holding company senior
unsecured debt, and $48 million in cash common equity contributed
by the WCAS.

Moody's analysis reviewed the financial statements of ACS Media
Income Fund prepared in accordance with Canadian GAAP, based upon
management's representation that these financial statements
reflect no material differences from the financial statements of
ACS Media LLC, prepared in accordance with US GAAP.

The B1 senior secured debt reflects an LGD 3 loss given default
assessment as senior secured debt is secured by a pledge of
substantially all of the company's assets and ranks ahead of a
significant amount of junior debt.

Senior secured lenders will receive upstream guarantees from
substantially all operating subsidiaries, supported by a pledge of
stock and a security interest in substantially all assets.  Holdco
senior unsecured noteholders will receive no subsidiary
guarantees.

Moody's reviewed a summary term sheet for the senior secured
facilities and subordinated notes with the understanding that
final documentation will incorporate financial covenants set at
levels providing no more than an approximately 20% covenant
compliance cushion to management projections and a limitation of
cash distributions, until leverage is substantially lowered.

Headquartered in Anchorage, Alaska, ACS Media LLC publishes yellow
page directories.  The company recorded sales of $38 million for
the twelve months ended June 30, 2006.


ADELPHIA COMMS: Twelve Groups of Creditors Object to Disclosure
---------------------------------------------------------------
Brian Rosen, Esq., Weil, Gotshal & Manges LLP, in New York, argues
that the disclosure in the revised Second Supplemental Disclosure
Statement regarding the global settlement embodied in the revised
Fifth Amended Plan of Reorganization of Adelphia Communications
Corporation is misleading.

Mr. Rosen represents Aurelius Capital Management, LP; Banc of
America Securities LLC; Catalyst Investment Management Co., LLC;
Drawbridge Global Macro Advisors LLC; Drawbridge Special
Opportunities Advisors LLC; Elliott Associates, LP; Farallon
Capital Management, L.L.C.; Noonday Asset Management, L.P.; Perry
Capital LLC; and Viking Global Investors LP, holders or investment
advisors to certain holders of notes and debentures issued by the
Company and aggregating over $1,081,000,000.

Mr. Rosen notes that the Global Settlement is touted as resulting
in a transfer of $1,080,000,000 in value for the benefit of the
Company's unsecured creditors.  However, since the initial
publication of the $1,080,000,000 figure, the ACC Settling
Parties, namely: Tudor Investment Corporation; Highfields Capital;
and any ACC Senior Noteholders that agreed to be bound by the
provisions of the Global Settlement as and are represented by
Goodwin Procter LLP, in connection with the ACOM Debtors' Chapter
11 Cases, have made a series of concessions to other parties-in-
interest that effectively reduce the amount to less than
$1,000,000,000.  Among others, concessions have been made to the
Banks, holders of Olympus Parent Notes and holders of FPL Notes,
Mr. Rosen states.

Mr. Rosen asserts that it is imperative that full disclosure be
made that:

     -- in each discussion of the Global Settlement, the
        $1,080,000,000 has already been reduced and may be further
        reduced if additional concessions are made;

     -- the Plan authorizes Tudor and Highfields, on behalf of all
        ACC unsecured creditors, to waive the requirement that a
        minimum of $1,080,000,000 be made available and to do so
        without notice or an opportunity to be heard;

     -- neither Tudor nor Highfields agreed to the Global
        Settlement as fiduciaries, but instead did so in their
        individual capacities; and

     -- neither the ACOM Debtors nor the Official Committee of
        Unsecured Creditors considered the merits of the
        intercreditor disputes when deciding to support the Global
        Settlement or to propose the Plan based on the Global
        Settlement.

Mr. Rosen further argues that:

    (a) the disclosure regarding the broad exculpation and release
        provisions available under the Plan and the necessity of
        those provisions is incomplete and inconsistent; and

    (b) the disclosure regarding the valuation and distribution of
        TWC Class A Common Stock is inadequate and misleading.

OZ Management, L.L.C., Chesapeake Partners L.P., and Satellite
Asset Management, L.P., holders of ACC Senior Notes having an
aggregate principal amount of approximately $625,000,000 -- or
approximately $12.7% of the ACC Senior Notes -- and unrestricted
members of the Ad Hoc Committee of ACC Senior Noteholders, state
that they oppose the Global Settlement embodied in 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)


ADELPHIA COMMS: Judge Gerber Lets Exclusivity Period Continue
-------------------------------------------------------------
The Honorable Robert E. Gerber, U.S. Bankruptcy Court for the
Southern District of New York, denied the Adelphia Communications
Corporation Bondholder Group's request to terminate the Debtors'
exclusive periods.

The Court notes that since the plan solicitation process is
underway, this time is the "wrong time" to terminate the Debtors'
exclusivity.

The ACC Bondholder Group, Judge Gerber recounts, argued that the
Debtors involuntarily waived exclusivity by co-proposing their
plan of reorganization with the Official Committee of Unsecured
Creditors.  The ACC Bondholder Group also argued that an extension
of the Debtors' exclusivity is unwarranted at this time, and that
the plan process should now be opened up to competing plans.

"Joint plans are proposed for good reason; they are reflective of
the consensus building that's the goal in chapter 11, and give the
creditors who are asked to vote on the plan comfort that those
who've been following the case and share their interests believe
that the plan should be solicited.  I am not going to penalize
[the ACOM] Debtors for having done likewise," Judge Gerber says.

Judge Gerber notes that the Joint Plan now appears to have very
considerable, but not total, support.  "Its supporters include
Tudor and Highfields, which had been participants in the
settlement process from the very outset, and were at various times
the representatives or among the representatives of the ACC Parent
bondholders.  But the members of the ACC Bondholder Group (some of
whom were also participants in the settlement process, at least
toward the end) don't like the Joint Plan."

According to Judge Gerber, terminating the Debtors' exclusivity,
just a few weeks before the Debtors might be in a position to
confirm a plan, would be at odds with moving the case forward, and
could be disastrous.  Judge Gerber also expressed concern that
some creditor constituencies might file their own "wish list"
plans.

"A competing plans battle now might well jeopardize current
fragile agreements between various stakeholders, re-ignite
intercreditor disputes, and push this process back to square one.
A competing plans battle would also likely drag out the
solicitation process, subjecting the estate to substantial extra
costs that might otherwise be avoided, including huge IPO costs
associated with making Time Warner stock freely tradable," Judge
Gerber says.

Judge Gerber notes that the Joint Plan has secured very
substantial, but not universal, indications of potential approval.  
"I believe that the proposed plan plainly deserves to be put up
for a vote. . . .  I disagree with the contentions that the
process that led up to the term sheet that underlies it was in any
way unlawful or illegitimate."

"The proposed plan will go out for a vote," Judge Gerber
reiterates, "Many creditors, particularly bondholders at the ACC
Parent level, have not been heard from, one way or the other. And
at least for the relatively brief period of 6 to 8 weeks during
which we'll ascertain whether the Joint Plan has the requisite
support and is confirmable, I will keep exclusivity in place."

A full-text copy of Judge Gerber's 24-page Bench Decision is
available for free at http://ResearchArchives.com/t/s?11f3

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)


ADVENTRX PHARMA: Licenses ANX-211 U.S. Rights to Theragenex
-----------------------------------------------------------
ADVENTRX Pharmaceuticals Inc. has licensed its U.S. rights to
ANX-211, one of its proprietary antiviral products, to Theragenex.

Under the terms of the license, the Company will receive a
licensing fee of $1 million, a milestone payment of $1 million for
the launch of the first licensed product and $1 million for the
launch of each additional licensed product, as well as royalty
payments of 15% to 20% on licensed product sales.  Theragenex
intends to launch the first licensed product during 2007.

"We are pleased to have entered into this agreement with
Theragenex and are confident in their strategy to maximize the
value of ANX-211," Evan M. Levine, chief executive officer, said.
"Theragenex has an experienced respiratory specialty sales force
that made them a particularly attractive commercialization
partner."

                         About ANX-211

ANX-211 is an intranasal/topical antiviral used against viruses
responsible for the common cold, influenza and other respiratory
tract viral infections.  ANX-211 was acquired by ADVENTRX in
April 2006 as a part of its acquisition of SD Pharmaceuticals.

                        About Theragenex

Theragenex -- http://www.theragenex.com/-- is a life science and  
technology company focused on acquiring and licensing intellectual
property and healthcare assets addressing a wide range of
therapeutic approaches.  The Company continually seeks new
technologies and product opportunities to commercialize through
its subsidiary companies.

                 About ADVENTRX Pharmaceuticals

ADVENTRX Pharmaceuticals (Amex: ANX) -- http://www.adventrx.com/
-- is a biopharmaceutical research and development company focused
on commercializing low development risk pharmaceuticals for cancer
and infectious disease that enhance the efficacy and/or safety of
existing therapies.

ADVENTRX Pharmaceuticals, Inc.'s balance sheet at June 30, 2006,
showed total assets of $20 million and total liabilities of
$31 million, resulting to an $11 million total shareholders'
deficiency.


AFFINITY 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 US and Canadian Retail sector, the rating
agency confirmed its B1 Corporate Family Rating for Affinity Group
Holding, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $35MM Gtd. Sr.
   Sec. Revolving
   Credit Facility        Ba3      Ba1     LGD2       13%

   $140MM Gtd. Sr.
   Sec. Term Loan         Ba3      Ba1     LGD2       13%

   $200MM 9% Gtd.
   Sr. Sub. Notes         B3       B2      LGD4       61%

   $88.2MM 10.875%
   Sr. Notes              Caa1     B3      LGD6       90%

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 Ventura, California, Affinity Group Inc. --
http://www.affinitygroup.com/-- and its affiliated companies  
serve the safety, security, comfort, and convenience needs of the
North American recreational vehicle market.


AK STEEL: Board Okays 4th Quarter Pension Payment of $75 Million
----------------------------------------------------------------
AK Steel Corporation's board of directors has authorized the early
contribution of $75 million to its pension trust fund.

Following the early contribution, which will be made during the
2006 fourth quarter, the Company will have made nearly
$360 million in early and voluntary pension fund contributions in
the last two years.

James L. Wainscott, chairman, president and chief executive
officer, said "AK Steel's board of directors remains committed to
funding our pension legacy obligation for the 32,000 retirees, and
their beneficiaries, who served this company for many years,"

The company said that while it has continued to fund retiree
health care and pension legacy costs, most of its steel industry
competitors have reduced or eliminated their legacy obligations
through the bankruptcy process.

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

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006
Moody's Investors Service, in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, confirmed its B1 Corporate Family Rating for AK Steel
Corporation.


ALLIED HOLDINGS: Inks CDN$5.7 Mil. Purchase Deal for Canadian Lots
------------------------------------------------------------------
Allied Systems (Canada) Company, a subsidiary of Allied Holdings,
Inc., owns 51.77 acres of real property located at 1790 Provincial
Road, City of Windsor, in Ontario, Canada.

Allied Systems has marketed the Lot for sale since 2001.  In 2004,
Allied Systems received expressions of market interest for 15.11
acres of the Lot.  Allied Systems also obtained an independent
appraisal of CDN$5,700,000, and a second appraisal of
CDN$5,720,000 for the Lot.

To identify and contact all third party purchasers that might be
interested in the 15.11-acre property, Allied Systems sought and
obtained approval from the U.S. Bankruptcy Court for the Northern
District of Georgia to retain Cushman & Wakefield LePage, Inc., as
its real estate broker, Harris B. Winsberg, Esq., at Troutman
Sanders LLP, in Atlanta, Georgia, recounts.

Mr. Winsberg says Cushman & Wakefield's efforts resulted in a
purchase and sale agreement between Allied Systems and 1659579
Ontario Ltd.  The Purchase Agreement offers Allied Systems a
purchase price of CDN$2,250,000, which amount exceeds the
appraised value of the Property.

Other salient terms of the Purchase Agreement include:

    * a deposit of CDN$100,000 tendered in two installments and
      applied towards the Purchase Price;

    * Ontario Ltd. will accept the Property on an entirely "as is,
      where is" basis; and

    * Cushman & Wakefield will receive a commission that is 5% of
      the Purchase Price.

A full-text copy of the Purchase Agreement is available for free
at http://researcharchives.com/t/s?13fe

Mr. Winsberg informs the Court that the city of Windsor consents
to the severance of the Property from the Lot provided that Allied
Systems transfers 0.19 acres of the Lot to Windsor for a road-
widening project.

Allied Systems owes Windsor CDN$53,409 for 2005 property taxes on
the Lot.  Accordingly, Allied Systems seeks the Court's permission
to pay the Taxes out of the sale proceeds at closing.

                       Bidding Procedures

The Debtors also ask the Court to approve proposed bidding
procedures to afford Allied Systems adequate opportunity to
evaluate competing offers and the bidders' financial ability.

According to Mr. Winsberg, any interested third party, other than
the Purchaser, must submit an "Initial Overbid" on or before
October 26, 2006, which must, among other things, contain a
signed definitive bid for purchase with:

    -- substantially identical terms and conditions as the
       Purchase Agreement, except with higher and better
       consideration;

    -- a purchase price equal to, or greater than, the sum of the
       Purchase Price and CDN$100,000; and

    -- must not be subject to any contingency or any conditions
       precedent to the overbidder's obligation to purchase the
       Property other than any similar conditions included in
       the Purchase Agreement.

If Allied Systems timely receives a conforming Initial Overbid
from a prospective purchaser, it will conduct an auction for the
Property's sale on November 1, 2006, at its counsel's office.  At
the Auction, Qualified Bidders or the Purchaser may submit
successive bids in increments of at least CDN$50,000 greater than
the prior bid for the Property's purchase until Allied Systems
determines the highest or best offer.  All bidding for the
Property will be concluded at the Auction.

If there are no conforming Initial Overbid received at, or prior
to, the Bid Deadline, the Auction will not be held and the
hearing on the proposed sale order will proceed as scheduled.

All competing bids must be in writing and received by:

    (1) the Seller:

          Allied Systems (Canada) Company
          c/o Allied Holdings, Inc.
          160 Clairemont Avenue, Suite 200
          Decatur, Georgia 30030
          Attention: Thomas M. Duffy, Esq.
          Telecopy: (404) 370-4206

        with a copy to:

          Troutman Sanders LLP
          600 Peachtree Street, N.E.
          Suite 5200
          Atlanta, Georgia 30308
          Attention: Harris B. Winsberg, Esq.
          Telecopy: (404) 962-6719

    (2) the Buyer:

          1659579 Ontario Ltd
          c/o Yorkdale Homes Ltd./
          Medd Development Group Ltd.
          12300 Tecumseh Road
          Tecumseh, Ontario N8H 1M4
          Attention: Iyman Meddoui, President
          Telecopy: (519) 739-0543

        with a copy to:

          Ohler Law Firm
          101 Tecumseh Road W
          Windsor, Ontario N8X 1E8
          Attention: John Ohler
          Telecopy: (519) 256-1492

                       Sale is Warranted

Allied Systems believes it can obtain consent to the sale of the
Property from any creditors who might assert a security interest
in the Property, Mr. Winsberg relates.  Specifically, the
Debtors' debtor-in-possession facility lenders have consented to
the proposed sale in connection with the Fifth Amendment to the
DIP Facility.

Mr. Winsberg maintains that the request should be granted
because, among other things, the proposed sale process and the
bidding procedures have been designed to create a fair, open and
level playing field.

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)


AMERCO: S&P Raises Corporate Credit Rating to BB from B+
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on AMERCO,
including raising the corporate credit rating to 'BB' from 'B+'.
The ratings were removed from CreditWatch, where they were placed
with positive implications on June 23, 2006.  The outlook is
stable.

"The upgrade reflects AMERCO's improved financial profile since
its March 2004 emergence from Chapter 11 bankruptcy protection,
resulting from good cost controls and improved profitability at
its insurance operations," Standard & Poor's credit analyst Betsy
Snyder said.

Ratings on Reno, Nev.-based AMERCO reflect the company's
aggressive financial profile, partially offset by its position as
the largest consumer truck rental company in North America and its
major position in self storage.

AMERCO is a holding company for four operations.  Its primary
operating subsidiary is U-Haul International Inc.  This segment
includes the company's consumer truck rental operations and self-
storage facilities, accounting for approximately 90% of AMERCO's
consolidated revenues.  Other operating entities include two
insurance companies-Republic Western Insurance Co. (property and
casualty) and Oxford Life Insurance Co. - and SAC Holding II
(self-storage properties that are managed by U-Haul in which
AMERCO is considered the primary beneficiary of these contractual
interests).

With a rental fleet of approximately 93,000 trucks, 80,675
trailers, and 33,500 tow devices operating out of approximately
15,400 locations, U-Haul is the largest participant, by far, in
consumer truck rentals in North America.  The company focuses on
do-it-yourself movers and competes with Budget (owned by Avis
Budget Car Rental LLC) and Penske Truck Leasing (owned by General
Electric Capital Corp.), both of which are also large, national
competitors (albeit substantially smaller than AMERCO).

Other competitors include numerous small regional/local renters,
full-service van lines, and do-it-yourself movers who either own
or borrow equipment.  Although consumer truck rentals are
seasonal, they are somewhat recession-resistant, since consumers
actually tend to move more in economic downturns to follow new
employment opportunities or to relocate to less expensive
locations.  U-Haul was not included in AMERCO's bankruptcy filing,
which was due to AMERCO's inability to refinance debt at the
holding company level.

U-Haul also rents out storage space, typically on a month-to-month
basis, with more than 377,750 rooms covering approximately 33
million square feet in approximately 1,045 facilities.  The self-
storage industry provides low-cost, flexible storage space
for consumers and small businesses.

Although AMERCO's revenues and earnings are expected to strengthen
modestly over the near to intermediate term, improvement in its
credit ratios will be constrained by a heavy capital spending
program.  If AMERCO's earnings and cash flow were to improve
materially to offset the capital spending program, the outlook
could be revised to positive.  An outlook revision to negative is
considered less likely.


AMEREN CORP: May Cut Jobs by 25% if Electricity Rate Freeze Stays
-----------------------------------------------------------------
Ameren Corp. is ready to cut jobs at its Illinois utilities by up
to 25% and lay off about 700 independent contractors working for
its subsidiary companies if lawmakers extend the state's
electricity rate freeze, Tony Reid of Herald & Review reports.

The company's statement follows the Illinois Assembly's move to
extend the electricity rate freeze to Dec. 31, 2009, from its
current termination date of Dec. 31, 2006.  Illinois imposed the
rate freeze 10 years ago to promote a deregulated, competitive
power marketplace.

Scott Cisel, president of Ameren's Illinois units, told the Herald
& Review that threats of major job losses and financial meltdowns
are real and looming if the electricity rate freeze continues.

Critics however say Ameren's predictions are not credible and are
part of "scare tactics" to push through rate hikes that could
escalate power bills by more than 50%, Herald & Review relates.

           Fitch Issues Rating Action on Illinois Units

The heightened political rhetoric surrounding future utility rates
in Illinois and uncertainty related to recovery of Ameren's
Illinois subsidiaries' purchased power costs, according to Fitch,
prompted it to place the ratings of Ameren Corp and its Illinois
subsidiaries -- Central Illinois Light Company dba AmerenCILCO;
CILCORP Inc., the Illinois Power Company, dba AmerenIP; and
Central Illinois Public Service Company dba Ameren CIPS -- on
negative watch.

Fitch relates that as a result of the auctions held by the state
in September 2006 to procure supply for 2007 and portions of 2008
and 2009 and thereby establish the cost of purchased power for the
utilities, the Illinois Subsidiaries are contractually obligated
to pay power purchase costs that are on average $64 per megawatt
hour, which are up to 80% higher than costs assumed in current
frozen rates.

Ameren has recommended that the rate increases be phased-in over
the next three years with deferred costs subsequently recovered.

In Fitch's view, failure to pass through the costs in customer
tariffs on a timely basis would significantly impair the credit
quality of the Illinois Subsidiaries.

Fitch currently placed AmerenIP's Preferred Stock and Individual
Default Ratings at 'BB+'.

Headquartered in St Louis, Missouri, Ameren Corporation --
http://www.ameren.com/-- through its subsidiaries, operates as a  
public utility company in Missouri and Illinois.  It engages in
the generation, transmission, and distribution of electricity; and
distribution of natural gas, as well as engages in nonregulated
electricity operations.


AMERICA CAPITAL: Court Approves Scott Feder as Litigation Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
gave America Capital Corporation authority to employ Scott Jay
Feder, Esq., as its special litigation counsel.

Mr. Feder is expected to:

     a) analyze strategy decisions and all necessary action from
        beginning to end; and

     b) pursue the Debtor's claims and defend against the claims
        against the Debtor, including its officers, directors and
        employees.

Mr. Feder bills $400 per hour for this engagement.  The firm's
bill is at a rate equal to 2.5 times Mr. Feder's rate.  Paralegals
at the firm bill $100 per hour.  

Mr. Feder assures the Court he does not hold any interest adverse
to the Debtor's estate.

Mr. Feder can be reached at:

     Scott Jay Feder, Esq.
     Scott Jay Feder P.A.
     4649 Ponce de Leon Boulevard, Suite 402
     Coral Gables, Florida 33146
     Tel: (305) 669-0060
     Fax: (305) 669-4220
     http://www.scottjayfederpa.com/

Headquartered in Miami, Florida, America Capital Corporation
holds a 65.19% interest in TransCapital Financial Corporation.  
TransCapital Financial 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 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.  
When the Debtor filed for protection from its creditors, it listed  
total assets of $52,005,000 and total debts of $207,170,268.

TransCapital Financial Corporation also filed for chapter 11
protection on June 19, 2006 (Bankr. S.D. Fla. Case No, 06-12644)
and is represented by Paul J. Battista, Esq., at Genovese Joblove
& Battista, P.A.


AMERICAN CASINO: Moody's Cuts Rating on $215 Mil. Sr. Notes to B3
-----------------------------------------------------------------
Moody's Investors Service took several rating actions in relation
to American Casino & Entertainment Properties LLC and American
Entertainment Properties Corp.  Moody's withdrawn all of its
ratings and rating outlook on AEP because the previously announced
offering of $250 million of senior floating rates notes has been
withdrawn pursuant to a press release dated Oct. 19, 2006, issued
by ACEP's ultimate parent, American Real Estate Partners, L.P.

As a result, Moody's is assigning a corporate family rating to
ACEP as well as applying the Loss Given Default analysis to ACEP.

Ratings withdrawn:

American Entertainment Properties Corp.

   * Corporate Family Rating at B2

   * Probability-of-default rating at B2

   * $250 million senior unsecured floating rate notes due 2014
     at Caa1

   * Stable rating outlook

Ratings assigned:

American Casino & Entertainment Properties LLC

   * Corporate Family Rating at B2
   * Probability-of-default rating at B2

Ratings Changed:

   * $215 million 7.85% senior secured second lien notes due 2012
     to B3 (LGD 4, 61%) from Ba3 (LGD 2, 29%)

The downgrade of the 7.85% senior secured second lien notes
reflects the absence of the structurally subordinate holdco notes
that were not issued and the application of Moody's loss given
default methodology.

ACEP's rating outlook remains stable. Although the company maps to
a higher rating pursuant to Moody's Global Gaming Methodology,
Moody's does not anticipate a ratings upgrade due to the risk that
the parent company may decide to recapitalize ACEP at some future
date when market conditions are more favorable.  The stable rating
outlook encompasses this recapitalization event risk, the
favorable demand outlook for gaming in Nevada, the absence of near
term maturities and adequate liquidity.

Headquartered in Las Vegas, Nevada, ACEP is a wholly-owned,
indirect, unrestricted subsidiary of American Real Estate
Partners, L.P., a publicly traded firm engaged in both real estate
and non-real estate activities. Carl Icahn currently owns
approximately 86% of AREP through non-AREP subsidiaries.  ACEP had
LTM June 2006 revenues of $342 million and owns/operates three
gaming properties in the Las Vegas metropolitan area and one in
Laughlin, Nevada.


AMERICAN COMMERCE: Posts $367,000 Net Loss in Qtr. Ended Aug. 31
----------------------------------------------------------------
American Commerce Solutions Inc. filed its second fiscal quarter
financial statements for the three months ended Aug. 31, 2006,
with the Securities and Exchange Commission on Oct. 13, 2006.
        
The company reported a $367,073 net loss on $544,365 net sales for
the quarter ended Aug. 31, 2006, compared to a $136,789 net loss
on $665,450 net sales for the second quarter last year.

At Aug. 31, 2006, the company's balance sheet showed $5,581,631 in
total assets, $2,964,376 in total liabilities, and $2,617,255 in
stockholders' equity.

The company's balance sheet also showed strained liquidity with
$456,043 in total current assets available to pay 2,217,851 in
total current liabilities.

Full-text copies of the company's second fiscal quarter financial
statements for the three months ended Aug. 31, 2006, are available
for free at http://researcharchives.com/t/s?13f9

                       Going Concern Doubt

Pender Newkirk & Company LLP expressed substantial doubt about
American Solutions' ability to continue as a going concern after
auditing the company's financial statements for the fiscal year
ending Feb. 28, 2006.  The auditing firm pointed to the net loss
of $922,351 incurred by the company during the year ended Feb. 28,
2006, and to the accumulated deficit of $15,764,302 and negative
working capital of $1,566,762 at Feb. 28, 2006.

                     About American Commerce

American Commerce Solutions, Inc. -- http://www.aacssymbol.com/--
is primarily a holding company with two wholly owned subsidiaries;
International Machine and Welding Inc. is engaged in the machining
and fabrication of parts used in industry, and parts sales and
service for heavy construction equipment; Chariot Manufacturing
Company, Inc., which was acquired on Oct. 11, 2003, from a related
party, manufactures motorcycle trailers with fiberglass bodies.


AMERICAN ENTERTAINMENT: Moody's Withdraws Junk $250MM Notes Rating
------------------------------------------------------------------
Moody's Investors Service took several rating actions in relation
to American Casino & Entertainment Properties LLC and American
Entertainment Properties Corp.  Moody's withdrawn all of its
ratings and rating outlook on AEP because the previously announced
offering of $250 million of senior floating rates notes has been
withdrawn pursuant to a press release dated Oct. 19, 2006 issued
by ACEP's ultimate parent, American Real Estate Partners, L.P.

As a result, Moody's is assigning a corporate family rating to
ACEP as well as applying the Loss Given Default analysis to ACEP.

Ratings withdrawn:

American Entertainment Properties Corp.

   * Corporate Family Rating at B2

   * Probability-of-default rating at B2

   * $250 million senior unsecured floating rate notes due 2014
     at Caa1

   * Stable rating outlook

Ratings assigned:

American Casino & Entertainment Properties LLC

   * Corporate Family Rating at B2
   * Probability-of-default rating at B2

Ratings Changed:

   * $215 million 7.85% senior secured second lien notes due 2012
     to B3 (LGD 4, 61%) from Ba3 (LGD 2, 29%)

The downgrade of the 7.85% senior secured second lien notes
reflects the absence of the structurally subordinate holdco notes
that were not issued and the application of Moody's loss given
default methodology.

ACEP's rating outlook remains stable. Although the company maps to
a higher rating pursuant to Moody's Global Gaming Methodology,
Moody's does not anticipate a ratings upgrade due to the risk that
the parent company may decide to recapitalize ACEP at some future
date when market conditions are more favorable.  The stable rating
outlook encompasses this recapitalization event risk, the
favorable demand outlook for gaming in Nevada, the absence of near
term maturities and adequate liquidity.

Headquartered in Las Vegas, Nevada, ACEP is a wholly-owned,
indirect, unrestricted subsidiary of American Real Estate
Partners, L.P., a publicly traded firm engaged in both real estate
and non-real estate activities. Carl Icahn currently owns
approximately 86% of AREP through non-AREP subsidiaries.  ACEP had
LTM June 2006 revenues of $342 million and owns/operates three
gaming properties in the Las Vegas metropolitan area and one in
Laughlin, Nevada.


ANEAL MAHARAJ: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Aneal V. Maharaj
        aka Neal Maharaj
        9775 South Maryland Parkway, Suite F-50
        Las Vegas, NV 89123

Bankruptcy Case No.: 06-13075

Chapter 11 Petition Date: October 24, 2006

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Michael J. Dawson, Esq.
                  515 S. Third Street
                  Las Vegas, NV 89101
                  Tel: (702) 384-1777

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Peggy Charles and Alfred McNair            $700,000
c/o Patrick O. King, Esq.
King & Taggart
108 North Minnesota Street
Carson City, NV 89703

Kamla Maharaj                              $178,000
11757 Magnolia Park Court
Las Vegas, NV 89141

Kushmira Prasad                             $48,000
10624 South Eastern Avenue
Suite A-382
Henderson, NV 89052

Arun Maharaj                                $15,000
9926 Whispa Court
Las Vegas, NV 89183

Sprint Embarg                               $14,949
P.O. Box 660068
Dallas, TX 75266

Tiburon Financial, LLC                      $10,923
218A 108th Avenue
Omaha, NE 68154

Holland & Hart, LLP                          $9,079
3960 H. Hughes Pkwy., Suite 300
Las Vegas, NV 89169

Chase Cardmember Service                     $6,999
P.O. Box 9001074
Louisville, KY 40290

JP Drafting                                  $6,247
2421 Tech Center Court #100
Las Vegas, NV 89128

Bank of America Visa                         $2,619
P.O. Box 60502
City of Industry, CA 91716

SST Card Services                            $1,809
P.O. Box 23060
Columbus, GA 31902

Shalen Maharaj                               $1,800
11757 Magnolia Park Court
Las Vegas, NV 89141

Capital One                                  $1,480
P.O. Box 60067
City of Industry, CA 91716

Lolita T. Rondolos                           $1,000
P.O. Box 2174
Silverdale, WA 98383

Dominic Gentile, Esq.                          $945
Genttle & DePalma, Ltd.
3960 H. Hughes Pkwy, #850
Las Vegas, NV 89169

Walch & Smurthwaite, LLP                       $940
503 West 2600 South
Suite 200
Bountiful, UT 84010


ASHA DISTRIBUTING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: ASHA Distributing, Inc.
        dba ASHA Wholesale Distributors
        1201 Nicholas Street
        Omaha, NE 68102
        Tel: (888) 289-2742

Bankruptcy Case No.: 06-81701

Debtor-affiliate filing separate chapter 11 petition:

      Entity                                Case No.
      ------                                --------
      ASHA Distributing of K.C., Inc.       06-81702

Chapter 11 Petition Date: October 26, 2006

Court: District of Nebraska (Omaha)

Judge: Timothy J. Mahoney

Debtors' Counsel: Joseph H. Badami, Esq.
                  Woods & Aitken LLP
                  301 South 13th Street, Suite 500
                  Lincoln, NE 68508
                  Tel: (402) 437-8500
                  Fax: (402) 437-8558

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Goodman Sales Co.                        $3,299,101
fka GMC Sales Corp.
1501 Seamist Drive
Houston, TX 77008

First National Bank                      $2,341,505
One First National Center
Omaha, NE 68102

John W. Smith                              $900,000
14330 North 72nd Street
Omaha, NE 68122

Haier America Trading LLC                  $670,312
1356 Broadway
New York, NY 10018

Haier Corp.                                $667,398
P.O. Box 90445
Chicago, IL 60693

Laughlin Peterson & Lang                    $74,345

JP Morgan                                   $60,200

Barrington Manufacturing Corp.              $36,572

JMF Manufacturing LLC                       $20,183

Diversitech Corp.                           $12,923

McMillen & Associates P.C.                  $10,066

PB Heat, LLC                                $10,000

General Filters Inc.                         $7,897

Honeywell Wire                               $7,446

White-Rodgers Division                       $6,295

JP Lamborn Co.                               $5,785

William W. Odgen                             $4,711

Union Central Life Insurance                 $3,755

Manhattan Properties Inc.                    $3,606

Haier America Parts                          $2,914


ASPEON INC: Larry O'Donnell Raises Going Concern Doubt
------------------------------------------------------
Larry O'Donnell CPA, PC, expressed substantial doubt about Aspeon
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the fiscal years ended June 30,
2006 and 2005.  The auditor pointed to the company's significant
losses from operations, net capital deficit, and no ongoing source
of income.

At June 30, 2006, the company's balance sheet showed $8.1 million
in stockholders' deficit, compared with a $7.9 million deficit at
June 30, 2005.

"As of June 30, 2006, we had $7 cash on hand, $195 of assets, no
operating business or other source of income, outstanding
liabilities of approximately $8.1 million, a stockholders' deficit
of approximately $8.1 million and a lawsuit brought against us by
certain of our shareholders," the company disclosed in a
regulatory filing with the U.S. Securities and Exchange
Commission.  

The company said it is dependent on raising additional equity or
debt to fund any negotiated settlements with its outstanding
creditors and meet its ongoing operating expenses.

                       Bankruptcy Threat

"If we were to be subject to any further appeal, which may be made
in respect of the lawsuit brought against us by certain of our
shareholders, it is unlikely that the proceeds from our Directors'
and Officers' insurance policy would be sufficient to meet the
damages assessed and we would have no alternative but to file for
bankruptcy," the company warned.

BAsed in Irvine, Calif., Aspeon, Inc. -- http://www.aspeon.com/--  
designs, manufactures and markets open system touch screen point-
of-sale computers.  During the year, the company established
subsidiaries in United Kingdom, Singapore and Australia.


ASSET BACKED: Fitch Junks Rating on Class M-4 Certificates
----------------------------------------------------------
Fitch Ratings has taken various rating actions on these Asset
Backed Securities Corporation mortgage pass-through certificates:

   Series 1999-LB1 Group 1

        -- Class A affirmed at 'AAA';
        -- Class B1F remains at 'CCC/DR1'.

   Series 1999-LB1 Group 2

        -- Class A affirmed at 'AAA';
        -- Class B1A remains at 'CCC/DR2'.

   Series 2001-HE1

        -- Class M-1 affirmed at 'AAA';
        -- Class M-2 downgraded to 'BBB-' from 'BBB+';
        -- Class B downgraded to 'B+' from 'BB'.

   Series 2002-HE2

        -- Class M2 upgraded to 'AA' from 'AA-';
   
        -- Class B downgraded to 'CCC' from 'BB-'/ assigned 'DR2'  
           Distressed Recovery (DR) rating.

Series 2003-HE1

        -- Class M-1 upgraded to 'AAA' from 'AA';
     
        -- Class M-2 affirmed at 'A';
      
        -- Class M-3 downgraded to 'BB-' from 'BB';
     
        -- Class M-4 downgraded to 'C' from 'BB-'/ assigned 'DR5'
           Distressed Recovery rating.

The collateral for all transactions consists of 15- to 30-year
fixed-rate and adjustable-rate sub-prime mortgages secured by
first liens on one- to four-family residential properties.  The
servicers include Ocwen Financial Corp.  (rated 'RPS2' by Fitch),
Select Portfolio Servicing ('RPS2' by Fitch), and Long Beach
Mortgage Company ('RPS2' by Fitch).

The upgrades reflect an improvement in the relationship between
credit enhancement (CE) and future expected losses, and affect
approximately $46.88 million in outstanding certificates.  The
affirmations reflect a stable relationship between CE and future
expected losses, and affect approximately $102.43 million in
outstanding certificates.  The downgrades reflect deterioration in
the relationship between CE and future expected losses, and affect
approximately $70.71 million in outstanding certificates.

For series 1999-LB1, the affirmations on the class A certificates
reflect the current financial strength and 'AAA' rating of MBIA as
the certificate insurer.  Class B-1 is made up of two component
classes, B-1F and B-1A, which support two groups (Group 1 and
Group 2).  Each component is backed by a separate mortgage pool.
Although each mortgage group performs differently, since the
component bonds are not severable, each component bond reflects
the performance of the weakest of all the components.  The B-1A
component is performing worse than the B-1F component and as such,
determines the ratings of all related components and the bond
itself.

For series 2001-HE1, the overcollateralization has been off its
target and the transaction has been failing its delinquency
trigger for over one year.  Over the past 12 months, average
monthly realized losses have exceeded monthly excess spread by
approximately $122,850.  As a result, CE has been rapidly
decreasing.

The upgrade in series 2002-HE2 is a result of the failing
cumulative loss trigger (which will fail for life).  As a result
of the failed trigger, the principal generated by the pool is
being allocated to the certificates sequentially.  This is
speeding up the reduction of the M2 bond balance.  Class B,
though, is being downgraded due to monthly realized losses
exceeding monthly excess spread for 11 of the past 12 months, and
the OC amount being off target for over one year.

The upgrade of class M-1 in series 2003-HE1 is also due to a
failing cumulative loss trigger that is expected to fail for life.
Fitch expects this class to pay off in the next 10 months.  As was
the case with the prior transactions, the downgrades of the
subordinates are due to high collateral losses relative to CE.

The pool factors (current collateral balance as a percentage of
original collateral balance) range from 3% (1999-LB1 G2) to 11.9%
(2003-HE1), and the transactions are seasoned in range of 47
months (2003-HE1) to 91 months (1999-LB1).  The cumulative losses
as a percentage of the original balance range from 1.62% (2003-
HE1) to 3.84% (2001-HE1).  The percentage of collateral in the 60+
buckets (including foreclosure, bankruptcy, and real estate owned)
ranges from 25.5% (1999-LB1) to 45% (2001-HE1).


BALLY TECH: Presents Preliminary Restated Results for 2003 to 2005
------------------------------------------------------------------
Bally Technologies Inc. announced preliminary restated results for
the fiscal years ended June 30, 2005, 2004, and 2003.  The Company
had earlier disclosed that the previously issued financial
statements for those periods, their related auditors' reports, and
the quarterly financial information reported for the years ended
June 30, 2005, and 2004, should no longer be relied upon and would
require restatement.

The data represents the Company's preliminary estimate of the
impact of the restatement for the fiscal years ended June 30,
2005, 2004, and 2003.  

These amounts are subject to change until the filing of the
Company's amended 2005 Form 10-K, which is expected to be filed in
October 2006.  These amounts indicated the total revenues as
previously reported and the preliminary impact of the restatement.

                                Previously    Restatement
                                 Reported     Adjustments
                                ----------    -----------
   Total revenues for the
   Fiscal year ended:

      June 30, 2003            $363,200,000   ($3,900,000)
      June 30, 2004            $480,400,000   ($1,700,000)
      June 30, 2005            $484,000,000    $1,100,000

The restatement also includes certain inventory adjustments
related to the Company's computation of variances between actual
and standard costs for games produced.

The restatement also includes other non-revenue related items
including, but not limited to, expense accrual adjustments,
depreciation expense and other expenses, none of which are
significant individually or in the aggregate.

Robert Caller, the Company's chief financial officer, commented,
"The process of the restatement has been long and arduous for the
Company and investors, and we look forward to completing this over
the next few weeks.  We will also continue to focus on completing
our reporting for fiscal year 2006."

Upon filing its amended 2005 Form 10-K, the Company plans to file
its Form 10-Qs for each of the quarters within fiscal year 2006,
and the 2006 Form 10-K, before Dec. 31, 2006.

The Company has requested an amendment to its bank loan agreement,
to extend the deadline for delivery of the 2006 audited financial
statements from Nov. 3, 2006, to Dec. 31, 2006.

While the Company believes it can achieve this filing schedule,
there can be no assurance that the schedule will be met, or that
the amendment to the credit agreement will be successfully
obtained.

As previously disclosed, the Company did not achieve its fiscal
2006 profitability objectives due to:

   -- lower gross margins on game sales related to introductory
      pricing and the manufacturing costs of its newly   
      commercialized slot machine platforms introduced in fiscal
      2006,

   -- high legal and accounting costs associated with ongoing
      litigation and restatement activities,

   -- increased interest costs,

   -- inventory obsolescence charges, and

   -- the acceleration of depreciation on legacy daily-fee games.

Las Vegas, Nev.-based Bally Technologies, Inc. (NYSE: BYI) --
http://www.BallyTech.com/-- designs, manufactures, operates, and  
distributes advanced gaming devices, systems, and technology
solutions worldwide.  Bally's product line includes reel-spinning
slot machines, video slots, wide-area progressives and Class II
lottery and central determination games and platforms.  Bally
Technologies also offers an array of casino management, slot
accounting, bonus, cashless, and table management solutions.  The
Company also owns and operates Rainbow Casino in Vicksburg, Miss.  
The Company's South American operations are located in Argentina.  
The Company also has operations in Macau, China, and India.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 16, 2006,
Standard & Poor's Ratings Services held its ratings on Bally
Technologies Inc., including the 'B' corporate credit rating, on
CreditWatch with negative implications.


BANTA CORP: Moody's Rates Proposed Senior Credit Facility at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the proposed
senior secured bank credit facility of Banta Corporation.  The
majority of the proceeds of the proposed facility will fund an
approximately $390 million special shareholder dividend.  Moody's
also assigned a Ba2 corporate family rating, a Ba3 probability of
default rating, and an SGL-1 speculative grade liquidity rating to
Banta.  The outlook is stable.

Summary of actions.

   * Assigned Ba2 Corporate Family Rating
   * Assigned Ba3 Probability of Default Rating
   * Assigned Ba2 Senior Secured Bank Rating, LGD 3, 39
   * Assigned SGL-1 Speculative Grade Liquidity Rating
   * Outlook: Stable

The Ba2 corporate family rating reflects relatively high leverage
at closing, weak industry prospects, modest EBITDA margins and
event risk.  The rating also reflects relatively good liquidity,
including expectations for positive free cash flow; a fairly
restrictive credit agreement that somewhat mitigates event risk;
and the company's meaningful scale in comparison to other industry
participants.

The credit agreement consists of a $465 million senior secured
term loan and a $50 million revolving credit facility, expected to
be undrawn at close.  Pro forma for the transaction, Moody's
estimates Banta's leverage will rise to 3.9x debt-to-EBITDA.

Expectations for continued positive free cash flow support the
stable outlook.  Moody's anticipates Banta will apply a portion of
its free cash flow to debt repayment, resulting in a decline in
leverage to approximately 3x debt-to-EBITDA by year end 2007.

The SGL-1 rating indicates very good liquidity, based on:

   i) Moody's expectation of positive free cash flow over the
      next 12 months,

  ii) full availability under the planned $50 million revolver,
      and

iii) covenant cushion of at least 15%.

Moody's would consider a downgrade or negative outlook if Banta
increased leverage to fund a shareholder reward beyond the
announced $16 special dividend and modest share repurchase.  
Deterioration in margins to the single digit level, whether the
result of an inability to cut costs as projected, poor execution
of proposed initiatives in its supply chain management segment, or
industry conditions could also pressure the rating down.  The
company is the subject of a hostile bid by Cenveo, and concerns
over event risk limit upward ratings momentum.  Evidence of
moderating event risk and the ability and willingness to repay
debt with free cash flow could over time result in an upgrade or
positive outlook.

Banta Corporation provides a combination of printing and
digital imaging solutions to publishers and direct marketers
through its printing services segment, and a range of outsourcing
capabilities through its supply-chain management services.  With
headquarters in Menasha, Wisconsin, the company generates
approximately $1.5 billion of annual revenue, deriving about
three-fourths of that amount from its printing services segment.


BARE ESCENTUALS: Completed IPO Cues S&P to Lift Corp. Rating to B
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating and senior secured bank loan rating on Bare Escentuals
Beauty Inc. to 'B' from 'B-'.

The '2' recovery rating on the first-lien credit facility was
affirmed and the ratings on the second-lien credit facility have
been withdrawn.  The ratings were removed from CreditWatch with
positive implications where they were placed on Sept. 29, 2006,
following successful completion of its IPO and intention to use
IPO proceeds to repay debt.

The outlook is positive.  The company had about $343 million total
debt outstanding at Oct. 3, 2006.

"The upgrade reflects substantial debt repayment following the
successful completion of the company's IPO and stronger pro forma
credit measures and reduced debt leverage," Standard & Poor's
credit analyst Alison Sullivan said.  Bare Escentuals repaid its:

   -- $125 million 15% senior subordinated notes (unrated),
   -- $234 million second-lien term loan, and
   -- $6.6 million of its first lien term loan.

This improved lease-adjusted leverage from about 6.2x debt to
EBITDA prior to the IPO to about 3.1x post-IPO.

The ratings on Bare Escentuals reflect its narrow product focus
and participation in the highly competitive and fragmented
cosmetics industry, relatively small sales base, the risks
associated with expanding and upgrading its operating platforms,
and an aggressive financial policy.


BOMBARDIER INC: Wins $3.4 Billion French Railway Contract   
---------------------------------------------------------
Bombardier Transportation has been selected by SNCF, French
National Railways, to supply the future Ile-de-France commuter
train, after a call for tenders launched in February 2004.  The
contract is for the delivery of a total of 372 trains that will
operate on the Greater Paris / Ile-de-France suburban network, and
includes an initial order of 172 trains valued at an estimated
$1.7 billion.  The total value of the contract is estimated at
$3.4 billion.  SNCF announced its decision at the conclusion of
its Board meeting on 25 October 2006, convened to review the
opinion of its contract committee.

Contract signing is expected to take place in the near future.
Delivery of the first trains is scheduled to begin in November
2009 and continue until 2015.

The new train will be designed, manufactured and built at the
Bombardier Transportation facility in Crespin, in the Valenciennes
region, France.

Bombardier Transportation's future Ile-de-France commuter train is
an articulated train featuring extra-wide carriages which provide
an unusually large internal volume for passengers, wide seats and
especially wide doors to increase the ease and speed of passenger
movement.  Each train consists of seven or eight carriages in a
single unit and can also be operated as a double or triple unit.
The capacity of the trains will vary from 800 to 1,000 passengers,
depending on the configuration and layout.  The new train is
designed for maximum comfort, safety and security and is based on
Bombardier's proven technology already in commercial service,
offering a high level of reliability.

Commenting on the announcement, Andre Navarri, President of
Bombardier Transportation, said: "We believe that this new train
will transform the travelling experience for passengers in Ile-de-
France and we are delighted to support the ambitious policy of
STIF (transport authority of Ile-de-France) and SNCF to renew the
Ile-de-France rolling stock."

Jean Berge, President Bombardier Transportation, France, said: "We
are particularly proud of the confidence that SNCF has shown in
us.  This success confirms the role that Bombardier Transportation
is currently playing in the field of regional railway transport in
France.  It is also a source of pride for the national railway
industry".

In France, Bombardier Transportation operates primarily at its
Crespin factory in the Valenciennes region, which employs 1,600
people and is the leading French manufacturing site in the railway
industry.  Bombardier Transportation is involved in all TGV
programs.  The group manufactures a wide range of rolling stock
for public transport.  Among these products are the MF2000
vehicles for the Paris metro, the Marseille, Nantes and Saint-
Etienne tramways, and the recent RER (commuter train) vehicles.
Bombardier is a major player in regional transportation with its
TER2N NG railcars and the AGC (Autorail Grande Capacit,/high-
capacity rail liner) which 21 French regions have ordered to date.
Bombardier Transportation is recognized as a global partner of the
transport authorities in France.

Bombardier Transportation has its global headquarters in Berlin,
Germany with a presence in over 60 countries.  It has an installed
base of approximately 97,000 vehicles worldwide.  The company
offers the broadest product portfolio and is recognized as the
leader in the global rail sector.

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.


BRISTOW GROUP: S&P Rates $230 Mil. Mandatory Preferred Stock at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to the
helicopter service company Bristow Group Inc.'s $230 million 5.5%
mandatory preferred convertible stock.  At the same time, Standard
& Poor's affirmed the 'BB' corporate credit rating on the company.  
The outlook is negative.

As of June 30, 2006, Lafayette, La.-based Bristow Group had
$261.5 million of debt.

The ratings on Bristow reflect the company's weak business risk
profile.  Bristow is subject to the cyclicality and volatility of
the oil and gas offshore exploration and production industry.  
Flight hours are highly correlated with levels of offshore
production, as well as changes in the offshore rig count.  The
offshore rig count, in turn, is heavily influenced by commodity
prices, although this is offset by flight activity in support of
offshore production, which tends to be more stable through the
industry cycle.

Revenue stability is provided by multiyear contracts that include
a fixed monthly fee for dedicating specific aircraft to customers,
as well as a variable fee based on flight hours.  While most
contracts include provisions allowing for early termination with
short notice, Bristow has historically experienced high renewal
rates due to ongoing relationships with customers, its safety
performance, knowledge of site characteristics, and an
understanding of the customer's cost structure.

"The negative outlook reflects the ongoing SEC investigation
regarding improper activities in Nigeria and Brazil, as well as a
Department of Justice investigation regarding possible antitrust
activities in the Gulf of Mexico," Standard & Poor's credit
analyst Aniki Saha-Yannopoulos said.


CARRAWAY METHODIST: Wants to Sell All Assets in Nov. 7 Auction
--------------------------------------------------------------
Carraway Methodist Health Systems and its debtor-affiliates ask
the Honorable Tamara O. Mitchell of the U.S. Bankruptcy Court for
the Northern District of Alabama for authority to sell
substantially all of their assets free and clear of all liens,
claims, and encumbrances through an auction on Nov. 7, 2006.

The Debtors also want to assume and assign some executory
contracts and unexpired leases to the highest bidder.

The Debtors further ask the Court's approval on the Sale following
the Auction.

Written objections to the sale motion must be submitted by
12:00 p.m. on Nov. 6, 2006, and served to:

   a. the Debtors' counsel

      Patrick Darby, Esq.
      Chris Hawkins, Esq.
      Bradley Arant Rose & White LLP
      1819 Fifth Avenue North
      Birmingham, AL 35203-2104
      Tel: (205) 521-8000
      Fax: (205) 521-8500

   b. the Office of the Bankruptcy Administrator

      J. Thomas Corbett, Esq.
      U.S. Bankruptcy Court
      Robert S. Bance Federal Building
      1800 5th Avenue North
      Birmingham, AL 35203
      Fax: (205) 714-3845

   c. AmSouth's counsel

      Jayna Partain Lamar, Esq.
      Maynard Cooper & Gale, P.C.
      1901 Sixth Avenue North
      2400 AmSouth/Harbert Plaza
      Birmingham, AL 35203
      Fax: (205) 254-1999

   d. Ambac's counsel

      William P. Smith, Esq.
      Miles W. Hughes, Esq.
      McDermott Will & Emery LLP
      227 West Monroe Street
      Chicago, IL 60606-5096
      Fax: (312) 984-7700

   e. counsel to the Official Committee of Unsecured Creditors

      James R. Sacca, Esq.
      John D. Elrod, Esq.
      Greenberg Traurig LLP
      The Forum, Suite 400
      3290 Northside Parkway, N.W.
      Atlanta, GA 30327
      Fax: (678) 553-2686

Judge Mitchell will convene a sale hearing at 9:00 a.m. on Nov. 8,
2006.

Based in Birmingham, Alabama, Carraway Methodist Health Systems,
dba Carraway Methodist Medical Center -- http://www.carraway.org/
-- is a major teaching hospital, referral center and acute care
hospital that serves Birmingham and north central Alabama.  The
Company and its affiliates filed for chapter 11 protection on
Sept. 18, 2006 (Bankr. N.D. Ala. Case No. 06-03501).  Christopher
L. Hawkins, Esq., Helen D. Ball, Esq., and Patrick Darby, Esq., at
Bradley Arant Rose & White LLP, represent the Debtors.  When the
Debtors filed for protection from their creditors, they listed
estimated assets between $10 million and $50 million and estimated
debts of more that $100 million.  The Debtor's exclusive period to
file a chapter 11 plan expires on Jan. 16, 2007.


CARRAWAY METHODIST: Bids for Assets Must be Received by November 3
------------------------------------------------------------------
The Honorable Tamara O. Mitchell of the U.S. Bankruptcy Court for
the Northern District of Alabama approved Carraway Methodist
Health Systems and its debtor-affiliates' bidding procedures for
the auction of substantially all of their assets.

Bids must be actually received no later than 12:00 p.m. on Nov. 3,
2006.

The auction will be conducted at 10:00 a.m. on Nov. 7, 2006, at
the offices of Bradley Arant Rose & White LLP.

Based in Birmingham, Alabama, Carraway Methodist Health Systems,
dba Carraway Methodist Medical Center -- http://www.carraway.org/
-- is a major teaching hospital, referral center and acute care
hospital that serves Birmingham and north central Alabama.  The
Company and its affiliates filed for chapter 11 protection on
Sept. 18, 2006 (Bankr. N.D. Ala. Case No. 06-03501).  Christopher
L. Hawkins, Esq., Helen D. Ball, Esq., and Patrick Darby, Esq., at
Bradley Arant Rose & White LLP, represent the Debtors.  When the
Debtors filed for protection from their creditors, they listed
estimated assets between $10 million and $50 million and estimated
debts of more that $100 million.  The Debtor's exclusive period to
file a chapter 11 plan expires on Jan. 16, 2007.


CBRL GROUP: Earns $116.2 Million in Fiscal Year Ended July 28
-------------------------------------------------------------
CBRL Group Inc. filed its financial statements for the fiscal year
ended July 28, 2006, with the Securities and Exchange Commission.

The Company reported $116.2 million of net income on $2.6 billion
of net revenues for the full year ended July 28, 2006, compared to
$126.6 million of net income on $2.5 billion of net revenues in
the prior year.

The Company's July 28 balance sheet also showed strained liquidity
with $270.0 million in total current assets available to pay
$295.6 million in total current liabilities.

A full-text copy of the Company's annual report on Form 10-K is
available for free at http://researcharchives.com/t/s?1401

Lebanon, TN-based CBRL Group Inc. -- http://www.cbrlgroup.com/--  
through its subsidiaries, engages in the operation and development
of the restaurants and retail concepts in the United States.

                            *    *    *

As reported in the Troubled Company Reporter on Oct. 18, 2006,
Moody's Investors Service held its Ba2 Corporate Family Rating for
CBRL Group in connection with the Moody's implementation of its
new Probability-of-Default and Loss-Given-Default rating
methodology for the restaurant sector.

Additionally, Moody's held its Ba2 ratings on the Company's $800
million issue of guaranteed senior secured term loan b due 2013,
$250 million issue of guaranteed senior secured revolver due 2011,
and $422 million issue of 3% xero-coupon convertible senior notes
due 2032.  Moody's also assigned an LGD4 rating to those loans,
suggesting noteholders will experience a 52% loss in the event of
a default.


CELLSTAR CORP: Earns $972,000 in 3rd Fiscal Quarter Ended Aug. 31
-----------------------------------------------------------------
CellStar Corp. reported income from continuing operations of
$993,000 compared with a loss of $1.962 million in 2005.  

For the third fiscal quarter ended Aug. 31, 2006, the Company
reported consolidated net income of $972,000 compared with a
consolidated net loss of $7.573 million in 2005.  

The net loss in the third quarter of 2005 included a loss from
discontinued operations of $5.6 million related to the Company's
operations in the Asia-Pacific Region.

The Company also reported revenues in the third quarter of 2006 of
$237.8 million compared with $277.7 million in 2005.  Revenues
increased $900,000 in the Latin American Region and were offset by
a decline in the North American Region of $40.8 million.

"All of our Regions were profitable this quarter, resulting in our
third consecutive profitable quarter this year," chairman of the
board and chief executive officer Robert Kaiser said.

"Despite a drop in revenues, gross profit and margins have
improved and operating expenses are down on a year-to-date basis
compared to last year."

As of Aug. 31, 2006, the Company reported year-to-date income from
continuing operations of $5.2 million compared with a loss of $7.2
million in 2005.

Year-to-date through Aug. 31, 2006, the Company reported
consolidated net income of $5.8 million compared with a
consolidated net loss of $21.3 million in 2005.  

The net income in 2006 includes income from discontinued
operations, related to the Company's operations in the Asia-
Pacific Region, of $600,000 compared with a loss of $14.2 million
in 2005.

The Company reported year-to-date revenues through Aug. 31, 2006,
of $660.3 million compared with $766.5 million in 2005.  Revenues
declined in the North American Region by $23.0 million and
$83.3 million in the Latin American Region.  The drop in revenues
in the North American Region was due primarily to the loss of a
portion of the region's insurance replacement business in April
2006 and a decline in its indirect channel business.

These reductions were partially offset by an increase in the
Region's regional carrier group.  The decline in revenues in the
Latin American Region was primarily in the Miami operations as a
result of reduced handset sales to Telefonica Moviles S.A., a
carrier customer in Colombia.

During 2005, Telefonica ran aggressive promotions and initiated a
technology transition from CDMA to GSM.  The Miami operations
supported this transition throughout 2005 by supplying Telefonica
with low-end handsets.

The Company believes the transition was substantially completed in
2005.

"In the U.S., year-to-date revenues in the regional carrier
channel are approximately 19% ahead of last year when we reported
record revenues in that channel," Mr. Kaiser said.

"In our Latin American operations, we are experiencing a boost in
revenues from America Movil's aggressive rollout in Chile.  We are
also pleased to report record activations in our Mexico operations
this quarter."

Revenues for the third quarter of 2006 in the North American
Region were $88.7 million, compared with $129.5 million in 2005.  
The decrease in revenues was primarily due to the loss of a
portion of the region's insurance replacement business and a
decline in its indirect channel business.  

The North American Region represented 37% of the Company's total
revenues compared with 47% in the third quarter of 2005.  The
Company's North American Region generated operating income of
$2.6 million in the third quarter, compared with $1 million for
the same period in 2005.  The increase in operating income was due
to an overall margin improvement in the region as well as a
reduction in selling, general and administrative expenses.

The Company's operations in the Latin American Region provided
$149.1 million of revenues in the third quarter of 2006, compared
with $148.2 million in 2005.

Revenues increased in the operations in Chile and Miami and were
partially offset by a decline in revenues in the Company's Mexico
operations.  Revenues in the Company's operations in Chile
increased from $3.7 million in the third quarter of 2005 to
$12.5 million in 2006.

In late 2005, America Movil purchased Smartcom, the third largest
carrier in Chile and the Company's largest customer in Chile, and
has launched aggressive promotions consisting of primarily low-end
handsets.

The Company expects to continue to experience upside in the near
future and revenues for future quarters are expected to be higher
than the prior year comparable quarter.

The Miami operations reported revenues of $61.7 million in the
third quarter of 2006 compared with $59.8 million in the third
quarter of 2005.

Revenues in Mexico declined to $74.8 million compared with
$84.7 million in 2005.  During 2005, the operations in Mexico
benefited from the launch of new handset models.  Despite the drop
in revenues, activations in the Mexico operations have grown 50%,
from 101,000 in the third quarter of 2005 to 152,000 this quarter.

The Latin American Region represented 63% of the Company's total
revenues in the third quarter, compared with 53% in 2005.  

Operating income in the Company's Latin American Region was $4.7
million in the third quarter of 2006, compared with $2.9 million
in 2005.

Consolidated gross profit increased to $16.4 million in the third
quarter of 2006 compared with $12.8 million in 2005.  Gross profit
as a percentage of revenues was 6.9% compared with 4.6% in the
third quarter of 2005.  The increase in gross profit and the gross
profit percentage was primarily in the operations in Mexico and in
the North American Region.  The increase in Mexico was a result of
the Company's joint venture, which generates revenues from retail
activations and has higher margins than the operations'
traditional distribution business. The improvement in North
America was due to overall margin improvements in the region.

SG&A expenses were relatively flat, $12.4 million in the third
quarter of 2006 compared with $12.6 million in the third quarter
of 2005.  SG&A expenses declined by $1.7 million in the North
American and Corporate segments as a result of the Company's
efforts to align overhead expenses with its remaining operations.  
These decreases were partially offset by increases in the Mexico
operations as a result of the Company's joint venture.

Interest expense was $0.6 million in the third quarter compared
with $1.1 million in the third quarter 2005.  The loss on sales of
accounts receivable was $900,000 compared with $1.1 million in the
third quarter of 2005.

Income tax expense was $800,000 in 2006 compared with a zero tax
expense in 2005.  Although the Company had a loss before income
taxes in 2005, the Company did not recognize a benefit for the
operating losses as the Company did not consider it more likely
than not that the benefit of the operating losses would be
realized.

For 2006, the Company expects to utilize net operating tax loss
carryforwards to offset any 2006 tax liability, except for certain
minimum taxes, withholding taxes and taxes relating to the
Company's joint venture in Mexico.

Taxes are provided on the joint venture at the statutory rate as
the Company does not have net operating loss carryforwards related
to the joint venture.

                      Discontinued Operations

During the third quarter of 2005, the Company recorded a loss from
discontinued operations, related to the Company's operations in
the Asia-Pacific Region, of $5.6 million compared with a loss of
$21,000 in the third quarter of 2006.

                    Consolidated Balance Sheet

At Aug. 31, 2006, the Company's balance sheet showed $190.993
million, $175.406 million, and $15.587 million.

Cash and cash equivalents increased to $26.5 million from
$18.2 million at May 31, 2006.  

The balance sheet changes led to a usage of cash from operating
activities of $5.4 million in the third quarter of 2006.

Accounts receivable increased $6.7 million from $65.4 million at
May 31, 2006, to $72.1 million at Aug. 31, 2006.  Accounts
receivable in the Company's Latin American Region increased by
$5.8 million and the North American Region increased by $900,000.  
Accounts receivable days sales outstanding for the period ended
Aug. 31, 2006, based on monthly accounts receivable balances, were
27.0 compared to 31.7 at May 31, 2006.

Inventory declined $14.5 million to $71.8 million at Aug. 31,
2006, compared with $86.3 million at May 31, 2006.  Inventory in
the Latin American Region declined by $10.8 million while
inventory in the North American Region declined by $3.7 million.

Inventory turns for the period ended Aug. 31, 2006, based on
monthly inventory balances were 10.3 turns, compared with 10.0
turns for the period ended May 31, 2006.

Accounts payable declined to $120.0 million at Aug. 31, 2006,
compared with $139.7 million at May 31, 2006.  Accounts payable
declined in the Company's Latin American operations by
$15.6 million and $4.1 million in the North American operations.

"So far this year, we have accomplished two strategically
important objectives," executive vice president of finance and
chief administrative officer Mike Farrell said.

"The Company is profitable and we have secured financing to redeem
our $12.4 million Senior Subordinated Notes prior to the January
2007 due date.  To date, we have purchased $10.5 million of the
outstanding Notes at a 1% discount and plan to redeem or purchase
the remaining notes by the end of the year.

"The term note matures in 2009, giving us the opportunity to focus
on our commitment to restore the Company to profitability."

As of Aug. 31, 2006, the Company had borrowed $24.0 million under
its domestic revolving credit facility compared to $9.9 million at
May 31, 2006.

On Aug. 31, 2006, the Company entered into a term loan and
security agreement with CapitalSource Finance LLC to provide
financing to purchase and redeem its $12.4 million of 12% Senior
Subordinated Notes due January 2007.

As of Sept. 29, 2006, the Company had borrowed $10.4 million and
had an additional borrowing availability of $1.9 million under its
new term loan and security agreement.

Full-text copies of the Company's third fiscal quarter financials
are available for free at http://ResearchArchives.com/t/s?140f

                       About CellStar Corp.

Coppell, Texas-based CellStar Corp. (OTC Pink Sheets: CLST) --
http://www.cellstar.com/-- provides logistics and distribution  
services to the wireless communications industry.  CellStar has
operations in North America and Latin America, and distributes
handsets, related accessories and other wireless products from
manufacturers to a network of wireless service providers, agents,
MVNOs, insurance/warranty providers and big box retailers.  
CellStar specializes in logistics solutions, repair and
refurbishment services, and in some of its markets, provides
activation services.

                           *     *     *

CellStar Corp.'s 5% Convertible Subordinated Notes due 2002
carry Moody's Investors Service's Ca2 rating.


CHARYS HOLDING: Reports $3.5 Mil. Net Loss in First Fiscal Quarter
------------------------------------------------------------------
Charys Holding Company Inc. filed its first quarter financial
statements for the three months ended July 31, 2006, with the
Securities and Exchange Commission.

The company incurred a $3,550,538 net loss before income taxes on
$25,045,404 of net revenues for the quarter ended July 31, 2006,
compared to a $1,200,117 net income on $6,055,196 of net revenues
for the first quarter last year.

At July 31, 2006, the company's balance sheet showed $286,366,109
in total assets, $151,698,134 in total liabilities, and
$134,667,975 in stockholders' equity.

The company's July 31 balance sheet also showed strained liquidity
with $88,484,341 in total current assets available to pay
$136,240,510 in total current liabilities.

Full-text copies of the company's first fiscal quarter financial
statements for the three months ended July 31, 2006, are available
for free at http://researcharchives.com/t/s?13f3

                   About Charys Holding

Headquartered in Atlanta, Georgia, Charys Holding Company, Inc. --
http://www.charys.com/-- is pursuing a growth opportunity in the  
Technology Infrastructure Support and Services market through an
acquisitions strategy, focusing on companies that have strong
individual reputation, proven and underleveraged growth
capability, and significant management commitment tied to Charys-
wide synergies.  Charys seeks to acquire stable, cash flow
positive, small to medium-sized private companies engaged in
providing direct services, outsourced services and infrastructure
to medium and large enterprise businesses.  Charys intends to
operate these companies as independent subsidiaries, improving
aggregate financial performance by influencing its subsidiaries to
develop and leverage beneficial synergistic relationships.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Aug 31, 2006,
Miller Ray Houser & Stewart LLP expressed substantial doubt about
Charys Holding Company's ability to continue as a going concern
after it audited the company's financial statements for the fiscal
years ended April 30, 2006 and 2005.  The auditing firm pointed to
the Company's significant working capital deficit at April 30,
2006 and limited borrowing capacity.


CHC HELICOPTER: S&P Affirms Senior Subordinated Debt Ratings at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Vancouver, B.C.-based CHC Helicopter Corp. to stable from
positive.  At the same time, Standard & Poor's affirmed its 'BB-'
long-term corporate credit and 'B' senior subordinated debt
ratings on the company.

"The outlook revision reflects the likelihood that CHC's financial
profile will not materially improve beyond that of its current
rating category in the near to medium term, given the company's
focuses on expansion and growth initiatives," Standard & Poor's
credit analyst Jamie Koutsoukis said.

"Although CHC's debt levels are at the high end for the ratings
category, we expect the company will benefit from the robust
market for its services and the significant investment it is
making in new aircraft, such that the incremental revenue
generation from its expanded fleet should improve its current
coverage metrics," Ms. Koutsoukis added.

The ratings on CHC reflect the company's reliance on the cyclical
offshore oil and gas industry, competition within the helicopter
services to the oil and gas industry, large capital spending
requirements, and aggressive leverage.  These factors, which
hamper CHC's current credit profile, are partially offset by the
company's strong cost position as the world's largest commercial
helicopter services company, as well as its comparatively large
and modern fleet of medium and heavy helicopters.

The stable outlook reflects Standard & Poor's expectations that
the company will continue to benefit from high oil prices and
strong demand for helicopter services in the markets it services,
and resultantly support the company's current financial profile.

In addition, the incremental cash flows generated by the company's
expanding fleet should somewhat offset its current elevated debt
levels.  S&P does not expect, however, that CHC's balance sheet
will materially improve in the near to medium term.

An outlook revision to positive would depend on CHC's ability to
significantly reduce its debt, combined with improvements in free
cash flow generation, which is unlikely in the near term.

Conversely, if CHC does not realize the expected improvements in
operating cash flow generation, and credit metrics continue to
deteriorate, a negative ratings action could occur.


CITIGROUP COMMERCIAL: S&P Cuts Rating of Class L Certs. to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on one class
of commercial mortgage pass-through certificates from Citigroup
Commercial Mortgage Trust 2004-FL1.  Concurrently, the rating on
one class from the same transaction is lowered, and the ratings on
the remaining two classes are affirmed.

The raised and affirmed ratings reflect our analysis of the
remaining loans in the pool, as well as increased credit
enhancement levels resulting from loan payoffs.  The lowered
ratings reflect credit concerns regarding the second-largest loan
in the pool.

As of Oct. 16, 2006, the pool consisted of three floating-rate
interest-only loans with an outstanding in-trust principal balance
of $13.7 million, down from 34 loans with an outstanding balance
of $613.8 million at issuance.  The loans are indexed to one-month
LIBOR.  The remaining loans each have subordinate interests that
are held outside of the trust.

One loan has mezzanine financing in place for a total of
$1.75 million.  Two of the three loans mature within the next
three months, and all of the loans have extension options
remaining.  

While the operating performance of the properties backing the
loans in the pool has been stable, there are concerns regarding
high vacancy at the collateral property securing the second-
largest loan, the Sprayberry Square Shopping Center.

The Sprayberry Square Shopping Center has a trust principal
balance of $5.3 million and a whole-loan balance of $7.02 million.  
In addition, there is $1.75 million of mezzanine financing in
place.  The loan is secured by a 134,000-sq.-ft. anchored retail
center built in 1987 in Marietta, Ga.  

The master servicer, Capmark Finance Inc., placed this loan on the
watchlist because the anchor tenant, Kroger Co. (BBB-/Stable/A-3),
which occupied 59,134 sq. ft., vacated the property.  

The current physical occupancy of the property is 35%; however,
the economic occupancy is 76%, as Kroger has continued to make
payments on its lease, which expires July 31, 2007.

According to the master servicer, negotiations with a nationally
recognized tenant for the vacant space are underway.  Nearby
competitors to the collateral property include Publix (not rated)
and Wal-Mart (AA/Stable/A-1+) stores.

Using the financial statements for the year ended Dec. 31, 2005,
Standard & Poor's adjusted the net operating income for tenant
improvements, leasing commissions, and capital replacement
reserves to arrive at an adjusted net cash flow (NCF) which is 25%
below its level at issuance.  The adjusted loan-to-value ratio is
100%.  The loan matures in January 2007 and has two 12-month
extension options remaining.

Jamestown Mall is the largest loan in the pool, with a trust
principal balance of $5.3 million and a whole-loan balance of
$7.0 million.  A portion of a 1.1 million-sq.-ft. regional mall in
Florissant, Mo., secures the loan.

The property was built in 1973 and renovated in 1998.  Shadow
anchors at the property include J.C. Penney (BBB-/Stable/--),
Sears (BB+/Stable/--), and Macy's (part of Federated Department
Stores Inc.; BBB/Stable/A-2).

Occupancy was 88% as of June 30, 2006.  Year-end 2005 NCF was
$1.4 million, up from $864,848 at issuance.  The loan was extended
in June 2006 to June 2007 and has one 12-month extension option
remaining.

The remaining loan, Hensley Distribution Center, has a trust
balance of $3.1 million and a whole-loan balance of $4.1 million.
A 125,000-sq.-ft. warehouse industrial property built in 1980 and
renovated in 1995 in Tempe, Ariz., secures the loan.

Hensley & Co., a wholesaler for Anheuser-Busch, is the property's
sole tenant and pays under a triple-net lease that expires in
March 2008.  Year-end 2005 NCF was $318,663, down from $484,264 at
issuance.

The decline in NCF was due to an increase in tenant improvements.  
The loan matures in January 2007 and has two 12-month extension
options remaining.
   
                           Rating Raised
   
           Citigroup Commercial Mortgage Trust 2004-FL1
  Commercial mortgage pass-through certificates series 2004-FL1

                         Rating
                         ------
           Class      To       From   Credit enhancement
           -----      --       ----   ------------------
           K          BBB+     BBB-         22.40%
   
                          Rating Lowered
   
           Citigroup Commercial Mortgage Trust 2004-FL1
   Commercial mortgage pass-through certificates series 2004-FL1

                         Rating
                         ------
           Class      To       From   Credit enhancement
           -----      --       ----   ------------------
           L          BB       BBB-          N/A
   
                         Ratings Affirmed
   
           Citigroup Commercial Mortgage Trust 2004-FL1
   Commercial mortgage pass-through certificates series 2004-FL1
   
            Class          Rating   Credit enhancement
            -----          ------   ------------------
            X2-GMAC        AAA             N/A
            X3-GMAC MU     AAA             N/A
  
                       N/A - Not applicable.


CLFX CORPORATION: Moody's Assigns Loss-Given-Default Rating
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
confirmed its Ba3 Corporate Family Rating for CLFX Corporation.  
The rating on the company's $50 million revolver due 2008 was
revised to Ba1 from Ba3.  This debenture was assigned an LGD2
rating suggesting creditors will experience a 20% loss in the
event of default.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $125m term loan
   B due 2011             Ba3      Ba1     LGD2       20%

   $27m term loan
   C due 2011             Ba3      Ba1     LGD2       20%

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 Richmond, Virginia, CLFX Corporation is engaged
in pipeline distribution and operations.


COMM 2006-FL12: Fitch Rates $1.9 Million Class AH4 Certs. at BB+
----------------------------------------------------------------
COMM 2006-FL12, which closed Oct. 24, 2006, commercial mortgage
pass-through certificates are rated by Fitch:

        -- $217,035,000 class A-1 'AAA';
        -- $1,300,765,000class A-2 'AAA';
        -- $2,570,145,824 class X-1 'AAA';
        -- $2,570,145,824 class X-2 'AAA';
        -- $48,500,000 class X-3-BC 'AAA';
        -- $2,372,545,824 class X-3-DB 'AAA';
        -- $149,100,000 class X-3-SG 'AAA';
        -- $2,570,145,824 class X-4 'AAA';
        -- $48,500,000 class X-5-BC 'AAA';
        -- $2,372,545,824 class X-5-DB 'AAA';
        -- $149,100,000 class X-5-SG 'AAA';
        -- $507,000,000 class A-J 'AAA';
        -- $111,000,000 class B 'AA+';
        -- $78,000,000 class C 'AA+';
        -- $86,000,000 class D 'AA';
        -- $64,000,000 class E 'AA-';
        -- $64,000,000 class F 'A+'
        -- $61,000,000 class G 'A+';
        -- $38,000,000 class H 'A';
        -- $43,345,824 class J 'A-';
        -- $41,000,000 class CN1 'BBB';
        -- $28,000,000 class CN2 'BBB';
        -- $27,754,225 class CN3 'BBB-';
        -- $75,500,000 class KR1 'BBB+';
        -- $23,500,000 class KR2 'BBB';
        -- $66,500,000 class KR3 'BBB-';
        -- $6,800,000 class IP1 'BBB+';
        -- $11,200,000 class IP2 'BBB';
        -- $11,000,000 class IP3 'BBB-';
        -- $5,000,000 class HDC1 'BBB+';
        -- $7,363,000 class FSH1 'BBB+';
        -- $9,818,000 class FSH2 'BBB';
        -- $10,309,000 class FSH3 'BBB-';
        -- $4,200,000 class CA2 'BBB';
        -- $4,800,000 class CA3 'BBB-';
        -- $5,300,000 class CA4 'BBB-';
        -- $6,300,000 class AN3 'BBB-';
        -- $5,000,000 class AN4 'BBB-';
        -- $4,762,597 class SR1 'BBB+';
        -- $3,300,000 class MSH1 'BBB+';
        -- $2,900,000 class MSH2 'BBB';
        -- $4,800,000 class MSH3 'BBB-';
        -- $4,000,000 class MSH4 'BB+';
        -- $5,900,000 class FG1 'AA';
        -- $6,100,000 class FG2 'A+';
        -- $4,300,000 class FG3 'A-';
        -- $5,500,000 class FG4 'BBB';
        -- $7,200,000 class FG5 'BBB-';
        -- $2,500,000 class LS1 'BBB+';
        -- $2,700,000 class LS2 'BBB';
        -- $2,600,000 class LS3 'BBB-';
        -- $2,900,000 class TC1 'BBB';
        -- $2,400,000 class TC2 'BBB-';
        -- $2,300,000 class LB1 'BBB+';
        -- $1,600,000 class LB2 'BBB';
        -- $1,600,000 class LB3 'BBB-';
        -- $1,800,000 class ES1 'BBB+';
        -- $1,700,000 class ES2 'BBB';
        -- $1,500,000 class ES3 'BBB-';
        -- $1,300,000 class AH1 'BBB+';
        -- $1,300,000 class AH2 'BBB';
        -- $1,500,000 class AH3 'BBB-';
        -- $1,900,000 class AH4 'BB+';
        -- $1,300,000 class CM1 'A-';
        -- $2,500,000 class CM2 'BBB-'.

The $2,700,000 class CA1, $2,800,000 class AN1 and $3,900,000
class AN2 are not rated by Fitch.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 17
floating rate loans having an aggregate principal balance of
approximately $3,011,052,646, as of the cutoff date.


COMPLETE RETREATS: Creditors Committee Objects to Ableco Financing
------------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates delivered a draft
of its proposed $80,000,000 debtor-in-possession financing
facility from Ableco Finance LLC on Oct. 16, 2006.

A full-text copy of the Ableco DIP Financing Facility Draft is
available for free at: http://researcharchives.com/t/s?1403

The Ableco DIP Financing Facility Draft is subject to continuing
negotiations among the parties and to further revision.

                         Committee Objects

The Official Committee of Unsecured Creditors informs the U.S.
Bankruptcy Court for the District of Connecticut that its ongoing
investigation of the lenders' prepetition liens, conduct, and
relationship with the Debtors has disclosed facts that warrant
further investigation, and may justify the assertion of claims
against the lenders or other related or affiliated parties.

Accordingly, the Committee objects to the use of proceeds
from the Ableco DIP Facility to repay in full the $53,000,000 of
prepetition loans purportedly owing to The Patriot Group, LLC,
and LPP Mortgage Ltd.

Patriot and LPP Mortgage are the lenders of the Debtors' existing
DIP Credit Facility.

"Given the likelihood of potential claims against the [l]enders,
repayment in full of the [existing loans] at this juncture
inequitably shifts the burden upon the Debtors' estates to seek
disgorgement, or other affirmative recovery later on, against the
[l]enders in the event that the claims prove successful," Jonathan
B. Alter, Esq., at Bingham McCutchen LLP in Hartford, Connecticut,
argues.  "Unsecured creditors . . . should not be forced to
shoulder this burden where there is a possibility that the
[l]enders themselves may be participants in the Debtors' financial
problems and may be liable to the estates."

To maintain an equitable status quo while the Committee completes
its investigation, Mr. Alter asserts, the Debtors should be
permitted to holdback $20,000,000 of the amount purportedly owed
under the Existing Loans subject to the condition that they
provide the [l]enders with adequate protection for the holdback in
the form of:

   (a) first priority liens on the Debtors' Nevis properties,
       which has a July 2006 appraised value of approximately
       $20,170,000;

   (b) springing liens against the assets that secure the Ableco
       DIP Facility; and

   (c) a superpriority administrative claim under Section 507(b)
       of the Bankruptcy Code subordinate to the Ableco DIP
       Facility obligations and the Carve-Out.

The Adequate Protection Arrangement not only provides the Lenders
with adequate protection regarding the unpaid balance of the
Existing Loans but also conserves the resources of the Debtors'
estates and the Committee's ability to complete its investigation
of the Lenders for the benefit of unsecured creditors, Mr. Alter
contends.

Ableco does not object to the Adequate Protection Arrangement,
Mr. Alter tells the Court.

By reducing the amount of the Existing Loans that must be repaid
through the Ableco DIP Facility, the Adequate Protection
Arrangement will be an important component of financing for the
Debtors' reorganization efforts, Mr. Alter maintains.  It would
enhance the Debtors' liquidity by approximately $7,000,000.

The Committee thus asks the Court to:

   (a) deny the Debtors' request for authority to use the Ableco
       DIP Facility proceeds to satisfy all of their Existing
       Loan obligations; and

   (b) permit only partial repayment of the Existing Loans
       subject to the Adequate Protection Arrangement.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  No estimated assets
have been listed in the Debtors' schedules, however, the Debtors
disclosed $308,000,000 in total debts.  (Complete Retreats
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COMPLETE RETREATS: Patriot & LPP Mortgage Balk at Ableco Financing
------------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates delivered a draft
of its proposed $80,000,000 debtor-in-possession financing
facility from Ableco Finance LLC on Oct. 16, 2006.

A full-text copy of the Ableco DIP Financing Facility Draft is
available for free at: http://researcharchives.com/t/s?1403

The Ableco DIP Financing Facility Draft is subject to continuing
negotiations among the parties and to further revision.

                   Patriot & LPP Mortgage Object

The Patriot Group LLC and LPP Mortgage Ltd, the lenders of the
Complete Retreats LLC and its debtor-affiliates' existing DIP
Credit Facility, object to the Proposed Ableco DIP Financing to
the extent that the Debtors seek to incur any indebtedness under
the Ableco DIP Facility without contemporaneously satisfying in
full their secured claims.

On LPP Mortgage's behalf, Lynnette R. Warman, Esq., at Jenkens &
Gilchrist, in Dallas, Texas, notes that the Proposed Ableco DIP
Financing:

   -- provides that the Debtors reserve the right to prime the
      Lenders' liens;

   -- is silent as to when the Lenders will receive payment of
      their secured claims;

   -- is silent as to whether the Lenders will be required to
      release their liens prior to receiving payment in full of
      all outstanding obligations;

   -- is unclear as to whether the Debtors will have sufficient
      cash to pay the Lenders in full;

   -- does not include a Budget upon which the advances under the
      Ableco DIP Facility are based; and

   -- does not provide the Lenders with adequate protection for
      costs and expenses relating to the Official Committee of
      Unsecured Creditors' potential investigation of the
      Lenders' claims and liens and any potential resulting
      litigation.

The provisions of the Ableco Replacement Financing propose to
alter the terms of the Final DIP Order, Ms. Warman contends.

The Lenders remind the U.S. Bankruptcy Court for the District of
Connecticut that the Final DIP Order provides that the Debtors
will:

   -- pay in full, by October 31, 2006, the Lenders' prepetition
      secured claim and postpetition financing;

   -- pay for the Lenders' postpetition interest and expenses;

   -- not seek postpetition financing on terms that are not
      acceptable to the Lenders; and

   -- not propose a plan that does not provide for payment in
      full to the Lenders upon consummation.

The Debtors cannot now contest the terms of the Final DIP Order,
LPP Mortgage argues.  The Debtors' attempt to renegotiate or
alter the Final DIP Order is barred by res judicata and claim
preclusion, Ms. Warman asserts.

Accordingly, the Lenders ask the Court to deny the Debtors'
request.

Alternatively, the Lenders ask the Court to grant the Debtors'
request only if the order provides for:

   (a) payment in full of the Lenders' secured claims prior to
       the advance of any other funds under the Ableco DIP
       Facility;

   (b) no requisite release of the Lenders' liens or rights under
       the Final DIP Order prior to receiving payment in full;

   (c) adequate protection of the Lenders' contingent and
       unliquidated secured claims under the existing DIP Credit
       Facility; and

   (d) adequate protection for the legal and other expenses the
       Lenders may incur as a result of the Committee's
       investigation of their claims and liens.

In a separate pleading, Patriot and LPP Mortgage ask the Court to
overrule the Committee's Objection.

The Lenders note that the holdback and the Committee's purported
need for further investigation is a pretext to obtain $7,000,000
in additional liquidity for the Debtors' estates at their
expense.

The Lenders assert that the Committee's request is fundamentally
inconsistent with, and barred by, the terms of the Final DIP
Order.

The replacement and springing liens suggested by the Committee do
not provide adequate protection, the Lenders argue.  

Patriot emphasizes that absent its consent, which is not
forthcoming, subordination of the Lenders' Section 507(b) claims
to the "professional fee Carve-Out" negotiated with Ableco is
impermissible.

If the Court nonetheless rules that some holdback is appropriate,
Patriot asks the Court to:

   (a) reduce the Debtors' maximum borrowings under the Ableco
       DIP Facility by 125% of the amount held back in order to
       provide an adequate reserve for interest, fees,
       indemnification costs, and other costs and expenses
       associated with the holdback;

   (b) direct Ableco to advance the holdback to the Lenders upon
       the resolution of the Lenders' claims;

   (c) permit the Lenders to continue to hold all of their liens
       pending indefeasible payment in full; and

   (d) grant the Lenders adequate protection.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  No estimated assets
have been listed in the Debtors' schedules, however, the Debtors
disclosed $308,000,000 in total debts.  (Complete Retreats
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COMPLETE RETREATS: U.S. Trustee Opposes Terms in Ableco Loan Deal
-----------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates delivered a draft
of its proposed $80,000,000 debtor-in-possession financing
facility from Ableco Finance LLC on Oct. 16, 2006.

A full-text copy of the Ableco DIP Financing Facility Draft is
available for free at: http://researcharchives.com/t/s?1403

The Ableco DIP Financing Facility Draft is subject to continuing
negotiations among the parties and to further revision.

                       U.S. Trustee Responds

Diana G. Adams, the Acting United States Trustee for Region 2,
opposes certain provisions contained in the Ableco DIP Financing
Facility:

   * Ableco Finance, LLC, and the participating lenders are
     granted a lien on recoveries from third parties pursuant to
     Chapter 5 of the Bankruptcy Code.

   * None of the funds received from the Ableco Lenders,
     including the Carve Out, can be used to investigate the
     Debtors' indebtedness or liens granted to the Ableco
     Lenders.

   * The Ableco Lenders are granted a super-priority
     administrative expense claim that will continue in the event
     the Debtors' cases are converted to a Chapter 7 bankruptcy
     case.

   * No administration costs or expenses will be charged against
     the Ableco Lenders under Section 506(c) or otherwise.

   * The appointment of a Chapter 11 trustee or an examiner with
     enlarged powers in the Chapter 11 cases, or the conversion
     of the Debtors' cases to Chapter 7, constitute events of
     default.

   * The Ableco Lenders will have no liability to the Debtors,
     the Committee, or any third party, and will not be deemed
     to be in control of the operations of the Debtors or act
     as a "controlling person", "responsible person" or "owner
     or operator" with respect to the Debtors' operation or
     management."

Mr. James asserts that administrative expenses incurred in a
superseding Chapter 7 case have priority over administrative
claims incurred in a prior Chapter 11 proceeding.

The U.S. Trustee asks the Court to sustain her objections.

                   Bar-K and D.G. Capital Support

Bar-K, Inc., the loan servicing agent for R.E. Loans, LLC, and
D.G. Capital, L.L.C., note that proceeds of the Ableco DIP loans
will be used to satisfy amounts outstanding under the Debtors'
existing secured financing arrangements, including the debts the
Debtors owe to R.E. Loans and D.G. Capital.

The amounts the Debtors intend to pay R.E. Loans and D.G.
Capital, however, are unclear, Michael R. Enright, Esq., at
Robinson & Cole LLP, in Hartford, Connecticut, points out, on
D.G. Capital's behalf.

Bar-K and D.G. Capital object to any attempt by the Debtors to
prime their liens, or to pay less than the full amounts due under
the terms of their respective loan documentation.  R.E. Loans and
D.G. Capital are entitled to collect all amounts due under their
Loans pursuant to Section 506(b) of the Bankruptcy Code, Mr.
Enright contends.

On May 18, 2006, Distinctive Retreats, LLC, borrowed $2,850,000
from D.G. Capital to finance the purchase of a condominium on
Maui.  The loan was fully secured by a mortgage on the
condominium and by a pledge of membership interests in
Distinctive.

On May 20, 2005, Distinctive borrowed $1,365,000 from R.E. Loans
and secured the loan with, among other things, a mortgage on real
property located at #2, 116 Howard Drive, in Ketchum, Idaho and a
security interest in the personal property located at the Real
Property.  The value of the Real Property is greater than the
balance due under the Loan, Bar-K says.  As of October 25, 2006,
Distinctive owes $1,378,875 to R.E. Loans.

             Stevens Wants $729,625 Payment Protected

Christopher Stevens relates that he prepaid the Debtors $729,625
for membership in Distinctive Retreats, a destination club
operated by Distinctive Retreats, LLC.  Prior to the execution of
Mr. Steven's membership documentation, however, the Debtors filed
for bankruptcy.

Mr. Stevens opposes the Debtors' request to the extent that it
encumbers the amount he paid to the Debtors.

The $729,625 payment is held in trust for Mr. Stevens and is not
property of the Debtors' estates pursuant to Section 541(d) of
the Bankruptcy Code, Michael S. Wrona, Esq., at Halloran & Sage,
LLP, in Hartford, Connecticut, contends.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  No estimated assets
have been listed in the Debtors' schedules, however, the Debtors
disclosed $308,000,000 in total debts.  (Complete Retreats
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COMSTOCK HOMEBUILDING: Disputes Bank of America's Default Notice
----------------------------------------------------------------
Comstock Homebuilding Companies, Inc. (NASDAQ: CHCI) and Comstock
Bellemeade, L.C., a wholly owned subsidiary of CHCI, disclosed
that on Oct. 18, 2006, they received a letter from Bank of
America, NA, purporting to be a Notice of Default under a Deed of
Trust Note and Loan Agreement dated Sept. 18, 2005 regarding the
Company's Commons at Bellemeade project in Leesburg, Virginia.

The purported Notice results from a claim by the Lender that the
Company failed to make a $2.7 million cash curtailment which the
Lender asserted was due on Sept. 30, 2006.  The Company promptly
informed the Lender that it disputed the validity of the Notice
and of its intent to compel arbitration to resolve the dispute.

Pursuant to ongoing discussions with the Lender, the Company
asserts that the payment was not currently due and payable as
demanded by the Lender based on the fact that the Note had not
been fully funded by the Lender pursuant to its terms and
conditions.

Specifically, the dispute results from a provision in the Note
that stipulates what the maximum outstanding commitments of the
Lenders would be to the Project on certain established dates.  The
Note outlines approximately $12.5 million of cash curtailments
required by Sept. 30, 2006 to reduce the outstanding commitment of
the Note to $33,775,000 predicated on the Company having drawn the
approximately $46 million of total funding available for
acquisition and improvements at the Project.

To date, the Company has only drawn approximately $43 million
for acquisition and improvements and has made corresponding
principal reductions in excess of $10 million, thus bringing
the outstanding balance at Sept. 30, 2006 below the maximum
outstanding commitment.  As such, the Company believes that the
Lenders' Notice is invalid.

"Comstock has consistently met and satisfied every legitimate
banking obligation we have had and we have always worked closely
with our lenders to ensure the security of their loans," said
Christopher Clemente, Chairman and CEO.  "We are disappointed in
the direction that Bank of America has chosen to take our long
standing relationship but we are confident that we will prevail in
the resolution of this matter."

              About Comstock Homebuilding Companies

Based in Reston, Virginia, Comstock Homebuilding Companies Inc.
(Nasdaq: CHCI) -- http://www.comstockhomebuilding.com/-- is a  
diversified real estate development firm with a focus on
moderately priced for-sale residential products.  Established in
1985, Comstock builds and markets single-family homes, townhouses,
mid-rise condominiums, high-rise condominiums, mixed-use urban
communities and active adult communities.  The Company currently
markets its products under the Comstock Homes brand in the
Washington, D.C., Raleigh, North Carolina, Atlanta, Georgia and
parts of the Carolinas.  Comstock develops mixed-use, urban
communities and active-adult communities under the Comstock
Communities brand.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 20, 2006,
Standard & Poor's Ratings Services revised its outlook on Comstock
Homebuilding Cos. Inc. to negative and affirmed its 'B+' corporate
credit rating.  Comstock has no publicly rated debt outstanding.


CONSECO FINANCE: Good Performance Cues Fitch to Raise Ratings
-------------------------------------------------------------
Fitch Ratings has taken rating action on these Conseco
Finance/Green Tree Finance manufactured housing transactions:

   Green Tree, series 1992-2

        -- Class B affirmed at 'CCC/DR1'.

   Green Tree, series 1993-1
   
        -- Class B affirmed at 'CCC/DR1'.

   Green Tree, series 1993-2

        -- Class B affirmed at 'CCC/DR2'.

   Green Tree, series 1993-4

        -- Class B-2 affirmed at 'CC/DR2'.

   Green Tree, series 1994-1

        -- Class A-5 affirmed at 'AAA';
        -- Class B-2 affirmed at 'C/DR2'.

   Green Tree, series 1994-2

        -- Class A-5 affirmed at 'AA+';
        -- Class B-2 affirmed at 'C/DR2'.

   Green Tree, series 1994-3

        -- Class A-5 affirmed at 'AA+';
        -- Class B-2 affirmed at 'C/DR2'.

   Green Tree, series 1994-5

        -- Class A-5 affirmed at 'AA+';
        -- Class B-2 affirmed at 'C/DR2'.

   Green Tree, series 1994-6

        -- Class M-1 affirmed at 'AA+';
        -- Class B-1 upgraded to 'AA' from 'AA-';
        -- Class B-2 affirmed at 'CC/DR1'.

   Green Tree, series 1994-7

        -- Class M-1 affirmed at 'AA+';
        -- Class B-1 upgraded to 'AA' from 'A+';
        -- Class B-2 affirmed at 'C/DR2'.

   Green Tree, series 1994-8

        -- Class M-1 affirmed at 'AA+';
        -- Class B-1 affirmed at 'A+';
        -- Class B-2 affirmed at 'C/DR2'.

   Green Tree, series 1995-1

        -- Class M-1 affirmed at 'AA+';
        -- Class B-1 affirmed at 'A+';
        -- Class B-2 affirmed at 'C/DR2'.

   Green Tree, series 1995-2

        -- Class M-1 affirmed at 'AAA';
        -- Class B-1 affirmed at 'A+';
        -- Class B-2 affirmed at 'C/DR3'.

   Green Tree, series 1995-3

        -- Class M-1 affirmed at 'AA+';
        -- Class B-1 affirmed at 'BBB';
        -- Class B-2 affirmed at 'C/DR4'.

   Green Tree, series 1995-4

        -- Classes A-5 & A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'A-';
        -- Class B-1 affirmed at 'B';
        -- Class B-2 affirmed at 'C/DR4'.

   Green Tree, series 1995-5

        -- Class A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'BBB-';
        -- Class B-1 affirmed at 'B-/DR2';
        -- Class B-2 affirmed at 'C/DR5'.

   Green Tree, series 1995-6

        -- Classes A-5 & A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'B-/DR1';
        -- Class B-1 affirmed at 'CCC/DR2';
        -- Class B-2 affirmed at 'C/DR6'.

   Green Tree, series 1995-7

        -- Classes A-5 & A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'BBB-';
        -- Class B-1 affirmed at 'CCC/DR2';
        -- Class B-2 affirmed at 'C/DR6'.

    Green Tree, series 1995-8

        -- Class A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'A';
        -- Class B-1 affirmed at 'CCC/DR2';
        -- Class B-2 affirmed at 'C/DR6'.

    Green Tree, series 1995-9

        -- Class A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'B';
        -- Class B-1 affirmed at 'CCC/DR2';
        -- Class B-2 affirmed at 'C/DR6'.

   Green Tree, series 1995-10

        -- Class A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'BBB-';
        -- Class B-1 affirmed at 'CCC/DR2';
        -- Class B-2 affirmed at 'C/DR6'.

   Green Tree, series 1996-1

        -- Classes A-4 & A-5 upgraded to 'AA+' from 'AA';
        -- Class M-1 affirmed at 'B-/DR2';
        -- Class B-1 affirmed at 'CC/DR3';
        -- Class B-2 affirmed at 'C/DR6'.

   Green Tree, series 1996-2

        -- Classes A-4 & A-5 affirmed at 'AA-';
        -- Class M-1 affirmed at 'CCC/DR2';
        -- Class B-1 affirmed at 'C/DR4'.

   Green Tree, series 1996-3

        -- Classes A-5 & A-6 affirmed at 'AA-';
        -- Class M-1 affirmed at 'CC/DR3';
        -- Class B-1 affirmed at 'C/DR4'.

   Green Tree, series 1996-4

        -- Classes A-6 & A-7 affirmed at 'AA-';
        -- Class M-1 affirmed at 'CCC/DR2';
        -- Class B-1 affirmed at 'C/DR5'.

   Green Tree, series 1996-5

        -- Classes A-6 & A-7 affirmed at 'AA';
        -- Class M-1 affirmed at 'CCC/DR2';
        -- Class B-1 affirmed at 'C/DR5'.

   Green Tree, series 1996-6

        -- Class A-6 affirmed at 'AA';
        -- Class M-1 affirmed at 'CCC/DR2';
        -- Class B-1 affirmed at 'C/DR5'.

   Green Tree, series 1996-7

        -- Class A-6 affirmed at 'AA';
        -- Class M-1 affirmed at 'B-/DR2';
        -- Class B-1 affirmed at 'C/DR5'.

   Green Tree, series 1996-8

        -- Classes A-6 & A-7 affirmed at 'AA';
        -- Class M-1 affirmed at 'CCC/DR2';
        -- Class B-1 affirmed at 'C/DR5'.

   Green Tree, series 1996-9

        -- Classes A-5 & A-6 affirmed at 'AA';
        -- Class M-1 affirmed at 'CCC/DR2';
        -- Class B-1 affirmed at 'C/DR5'.

   Green Tree, series 1996-10

        -- Classes A-5 & A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'B';
        -- Class B-1 affirmed at 'C/DR4'.

   Green Tree, series 1997-1

        -- Classes A-5 & A-6 affirmed at 'AA-';
        -- Class M-1 affirmed at 'CCC/DR2';
        -- Class B-1 affirmed at 'C/DR5'.

   Green Tree, series 1997-2

        -- Classes A-6 & A-7 affirmed at 'A';
        -- Class M-1 affirmed at 'CCC/DR3';
        -- Class B-1 affirmed at 'C/DR6'.

   Green Tree, series 1997-3

        -- Classes A-5 through A-7 affirmed at 'A-';
        -- Class M-1 affirmed at 'CC/DR3';
        -- Class B-1 affirmed at 'C/DR6'.

   Green Tree, series 1997-4

        -- Classes A-5 through A-7 affirmed at 'A+';
        -- Class M-1 affirmed at 'CCC/DR3';
        -- Class B-1 affirmed at 'C/DR5'.

   Green Tree, series 1997-5

        -- Classes A-5 through A-7 affirmed at 'A+';
        -- Class M-1 affirmed at 'CCC/DR2';
        -- Class B-1 affirmed at 'C/DR5'.

   Green Tree, series 1997-6

        -- Classes A-6 through A-10 affirmed at 'A';
        -- Class M-1 affirmed at 'CCC/DR3';
        -- Class B-1 affirmed at 'C/DR5'.

   Green Tree, series 1997-8

        -- Class A-1 affirmed at 'BBB+';
        -- Class M-1 affirmed at 'CC/DR3';
        -- Class B-1 affirmed at 'C/DR5'.

   Green Tree, series 1998-1

        -- Classes A-4 through A-6 affirmed at 'A-';
        -- Class M-1 affirmed at 'CCC/DR3';
        -- Class B-1 affirmed at 'C/DR5'.

   Green Tree, series 1998-3

        -- Classes A-5 & A-6 affirmed at 'BB+';
        -- Class M-1 affirmed at 'CC/DR4';
        -- Class B-1 affirmed at 'C/DR6'.

   Green Tree, series 1998-4

        -- Classes A-5 through A-7 affirmed at 'BB+';
        -- Class M-1 affirmed at 'CC/DR4';
        -- Class B-1 affirmed at 'C/DR6'.

   Green Tree, series 1998-6

        -- Class A-6 affirmed at 'AAA';
        -- Class A-7 affirmed at 'BBB';
        -- Class A-8 affirmed at 'BBB-';
        -- Class M-1 affirmed at 'CC/DR4';
        -- Class M-2 affirmed at 'C/DR5'.

   Green Tree, series 1998-7

        -- Class A-1 affirmed at 'BB+';
        -- Class M-1 affirmed at 'CC/DR4';
        -- Class M-2 affirmed at 'C/DR5';
        -- Class B-1 affirmed at 'C/DR6'.

   Green Tree, series 1999-1

        -- Class A-5 upgraded to 'BBB' from 'BBB-';
        -- Class A-6 affirmed at 'B';
        -- Class A-7 affirmed at 'CCC/DR3';
        -- Class M-1 affirmed at 'C/DR5';
        -- Class M-2 affirmed at 'C/DR5'.

   Green Tree, series 1999-2

        -- Class A-4 upgraded to 'BBB+' from 'BBB-';
        -- Class A-5 affirmed at 'CCC/DR2';
        -- Class A-6 affirmed at 'CCC/DR2';
        -- Class A-7 affirmed at 'CCC/DR2';
        -- Class M-1 affirmed at 'C/DR5';
        -- Class M-2 affirmed at 'C/DR5'.

   Green Tree, series 1999-3

        -- Class A-5 upgraded to 'AAA' from 'AA';
        -- Class A-6 upgraded to 'BBB+' from 'BBB-';
        -- Class A-7 affirmed at 'CCC/DR2';
        -- Class A-8 affirmed at 'CCC/DR2';
        -- Class A-9 affirmed at 'CCC/DR2';
        -- Class M-1 affirmed at 'C/DR5';
        -- Class M-2 affirmed at 'C/DR6'.

   Green Tree, series 1999-4

        -- Class A-5 upgraded to 'A-' from 'BBB-';
        -- Class A-6 affirmed at 'BB';
        -- Class A-7 affirmed at 'CCC/DR2';
        -- Class A-8 affirmed at 'CCC/DR2';
        -- Class A-9 affirmed at 'CCC/DR2';
        -- Class M-1 affirmed at 'C/DR5'.

   Green Tree, series 1999-5

        -- Class A-4 affirmed at 'AAA';
        -- Class A-5 affirmed at 'CCC/DR2';
        -- Class A-6 affirmed at 'CCC/DR2';
        -- Class M-1 affirmed at 'C/DR5'.

   Conseco, series 2000-1

        -- Class A-5 affirmed at 'CC/DR2';
        -- Class M-1 affirmed at 'C/DR6'.

   Conseco, series 2000-2

        -- Class A-4 affirmed at 'B-/DR1';
        -- Class A-5 affirmed at 'CC/DR2';
        -- Class A-6 affirmed at 'CC/DR2';
        -- Class M-1 affirmed at 'C/DR6'.

   Conseco, series 2000-4

        -- Class A-4 upgraded to 'B-/DR1' from 'CCC/DR2';
        -- Class A-5 affirmed at 'CC/DR2';
        -- Class A-6 affirmed at 'CC/DR2';
        -- Class M-1 affirmed at 'C/DR6'.

   Conseco, series 2000-5

        -- Class A-5 upgraded to 'B-/DR1' from 'CCC/DR1';
        -- Class A-6 affirmed at 'CCC/DR2';
        -- Class A-7 affirmed at 'CC/DR2';
        -- Class M-1 affirmed at 'C/DR5'.

   Conseco, series 2000-6

        -- Class A-5 affirmed at 'B+';
        -- Class M-1 affirmed at 'C/DR5'.

   Conseco, series 2001-1

        -- Class A-IO affirmed at 'AAA';
        -- Class A-4 upgraded to 'AAA' from 'AA';
        -- Class A-5 affirmed at 'B+';
        -- Class M-1 affirmed at 'C/DR5'.

   Conseco, series 2001-2

        -- Class A-IO affirmed at 'AAA';
        -- Class A affirmed at 'AAA';
        -- Class M-1 affirmed at 'C/DR5'.

   Conseco, series 2001-4

        -- Class A-IO affirmed at 'AAA';
        -- Class A-3 affirmed at 'AAA';
        -- Class A-4 affirmed at 'BB+';
        -- Class M-1 affirmed at 'C/DR4';
        -- Class M-2 affirmed at 'C/DR5'.

The upgrades, affecting approximately $266 million of the
outstanding certificates, reflect an improved relationship between
credit enhancement and expected loss.  The affirmations, affecting
approximately $8.6 billion of the outstanding certificates,
reflect a stable relationship between credit enhancement and
expected loss.

Since Fitch's last review of the above transactions in April 2006,
overall collateral performance has continued to improve.  The
improvement is driven by positive market conditions, including a
reduction in the supply of new MH.  In general, the annualized net
loss rates and loss severities have declined for the Conseco/Green
Tree MH portfolio.

As a rule, transactions issued since 1999 have performed worse
than transactions issued prior to 1999.  For transactions issued
prior to 1999, Fitch expects collateral performance to remain
relatively stable.  For transactions issued since 1999, although
Fitch expects collateral performance to modestly improve, longer
amortization terms, higher percentages of repo-refinances, and
generally weaker collateral attributes will result in only modest
decreases in the default rate over the next several years.  Fitch
expects final cumulative losses as a percentage of the original
pool balance to range from 6% to 16% for transactions issued in
years 1992 to 1995, 14% to 31% for transactions issued in years
1996 to 1999, and 31% to 36% for transactions issued in years 2000
and 2001.

When analyzing the above transactions, Fitch considered each
transaction's unique structural features.  Transactions issued
prior to Green Tree 1996-4 pay principal to the senior classes
prior to paying any interest to mezzanine classes (IP-IP
structure).  IP-IP structures typically result in interest
shortfalls to mezzanine classes when the deal is underperforming.
The IP-IP structure does not feature a write-down mechanism to
immediately account for the principal shortfalls; rather the
classes become undercollateralized and remain outstanding for the
life of the deal.  Many IP-IP transactions prior to GT 1995-2 have
experienced interest shortfalls.  Transactions GT 1995-2 through
GT 1996-3, however, have structural features that allow funds
collected after the cut-off date, but prior to the distribution
date, to be used to pay the current month's interest shortfalls.  
Available funds that, in other structures, would be used to pay
principal in the subsequent month are used to pay interest in the
current month.  The result is that these transactions are more
likely to avoid incurring interest shortfalls or shortfalls as
large as other transactions. The redirection of funds, however,
will ultimately result in larger principal balances that cannot be
paid.

An additional structural focus was the payment priority among the
senior classes.  For transactions issued after GT 1998-4, senior
classes typically receive principal in sequential order.  As a
result, those senior classes that are expected to pay-off sooner
are of lower credit risk than those senior classes that will be
outstanding for a longer period of time.  Certain senior classes
expected to pay-off in the near future were upgraded.  Also,
Conseco 2001-2 class A is insured by a financial guarantee from
Ambac Assurance Corp, which maintains an insurer financial
strength (IFS) rating of 'AAA' with Fitch.

Fitch has taken numerous rating actions on Conseco Finance Corp.'s
MH bonds since the company filed for Chapter 11 bankruptcy in
2002.  In June 2003, CFC's MH platform was sold to CFN Investment
Holdings, LLC and the servicing platform was renamed Green Tree
Servicing, LLC.  Fitch will continue to closely monitor all the
above MH transactions.


CORONELLA PROPERTIES: Case Summary & 14 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Coronella Properties, LLC
        P.O. Box 232
        Cohasset, MA 02025

Bankruptcy Case No.: 06-13886

Chapter 11 Petition Date: October 26, 2006

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Stephen E. Shamban, Esq.
                  Stephen E. Shamban Law Offices, P.C.
                  222 Forbes Road, Suite 208
                  P.O. Box 850973
                  Braintree, MA 02185-0973
                  Tel: (781) 849-1136
                  Fax: (781) 848-9055

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Shesky Architect                                        $30,809
14 Franklin Street
Quincy, MA 02169

Coler & Colantanio                                      $29,670
101 Accord Park Drive
Norwell, MA 02061

Town of Scituate - Public Works                          $5,536
Town Hall
600 Chief Justice Cushing Way
Scituate, MA 02066

Town of Scituate                 Real Estate Taxes       $4,838
Town Hall
600 Chief Justice Cushing Way
Scituate, MA 02066

WPLM - FM                                                $3,668
17 Columbus Road
Plymouth, MA 02360

National Grid                                            $3,200

South Shore Pool Supply                                  $1,095

Verizon                                                    $877

Synxis                                                     $809

Hart Security Systems                                      $567

Waste Management                                           $465

Banner Systems                                             $463

ACCU - Chem.                                               $338

AAA Exterminating                                          $320


COUDERT BROTHERS: Hires Wilson Elser as Litigation Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the request of Coudert Brothers LLP to employ Wilson
Elser Moskowitz Edelman & Dicker LLP as its special counsel, nunc
pro tunc to Sept. 22, 2006.

As reported in the Troubled Company Reporter on Oct. 4, 2006,
Wilson Elser will continue representation of the Debtor in two
separate pending actions:

    (i) Statek Corporation et al. v. Coudert Brothers LLP, and
   (ii) SenoRx, Inc. v. Coudert Brothers LLP.

David L. Tillem, Esq. a partner at Wilson Elser, told the Court
that the firm's professionals bill:

         Professional                   Hourly Rate
         ------------                   -----------
         Partners                           $400
         Associates                     $125 - $275
         Paralegals                         $100

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

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
Debtor filed for Chapter 11 protection on Sept. 22, 2006 (Bankr.
S.D.N.Y. Case No. 06-12226).  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.


CPI 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
confirmed its B2 Corporate Family Rating for CPI, Inc., as well as
its Caa1 rating on the company's $80 million Floating Rate Notes
due 2015 LGD5, 89%.  The debentures were assigned an LGD5 rating
suggesting noteholders will experience a 89% loss in the event of
default.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $40 Million
   Sr. Sec.
   Revolver due 2010       B1      Ba2    LGD2        10%

   $90 Million
   Sr. Sec. Term
   Loan due 2010           B1      Ba2    LGD2        10%

   $125 Million
   8.0% Sr. Sub.
   Notes due 2012          B3       B2    LGD4        52%

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 Santa Rosa, California, CPI International --
http://www.cpiinternational.com/-- manufactures technical  
analytical instrument components, high-purity standard solutions
and reagents and other analytical testing products for the
environmental, petrochemical, pharmaceutical, biotechnology and
semiconductor industries.


CREDIT SUISSE: Moody's Junks Ratings on Two Certificate Classes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes,
downgraded the ratings of two classes and affirmed or confirmed
the ratings of 14 classes of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2001-CKN5:

   * Class A-2, $6,219,421, Fixed, affirmed at Aaa
   * Class A-3, $41,378,515, Fixed, affirmed at Aaa
   * Class A-4, $681,279,000, Fixed, affirmed at Aaa
   * Class A-X, Notional, affirmed at Aaa
   * Class A-CP, Notional, affirmed at Aaa
   * Class A-Y, Notional, affirmed at Aaa
   * Class B, $37,548,000, Fixed, affirmed at Aaa
   * Class C, $18,773,000, Fixed, confirmed at Aa1
   * Class D, $24,138,000, upgraded to A1 from A2
   * Class E, $10,728,000, Fixed, upgraded to A2 from A3
   * Class F, $13,410,000, Fixed, affirmed at Baa1
   * Class G, $18,773,000, Floating, affirmed at Baa2
   * Class H, $12,069,000, Floating, affirmed at Baa3
   * Class J, $14,751,000, Fixed, affirmed at Ba1
   * Class K, $20,114,000, Fixed, affirmed at Ba2
   * Class L, $5,364,000, Fixed, affirmed at Ba3
   * Class N, $9,387,000, Fixed, downgraded to Caa2 from B3
   * Class O, $8,046,000, Fixed, downgraded to Ca from Caa2

As of the October 15th 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 12.7%
to $936.4 million from $1.1 billion at securitization.  The
Certificates are collateralized by 185 mortgage loans secured by
commercial and multifamily properties.  The loans range in size
from less than 1% to 7.4% of the pool, with the top 10 loans
representing 43.9% of the pool.  The pool includes one investment
grade shadow rated loan representing 7.4% of the pool.  Nineteen
loans, representing 18.8% of the pool, have defeased and have been
replaced with U.S. Government securities. Six loans have been
liquidated from the trust resulting in a realized loss of
approximately $12.8 million.  Two loans, representing 2.2% of the
pool, are in special servicing.  Moody's has estimated aggregate
losses of approximately $2 million for all of the specially
serviced loans.

Moody's was provided with year-end 2005 operating results for
97.1% of the performing loans.  Moody's loan to value ratio
for the conduit component is 82%, compared to 87.5% at
securitization.  The pool has a 14.8% co-op loan component
which includes the largest loan.

Moody's is upgrading Classes D and E due to increased
subordination levels, a large percentage of defeased loans and
stable overall pool performance.  Classes B and C were upgraded on
Aug. 2, 2006, and Class C was placed on review for further
possible upgrade based on a Q tool based portfolio review.  Class
C is confirmed.  

Moody's is downgrading Classes N and O due to realized and
projected from the specially serviced loans, LTV dispersion and
interest shortfalls.  Based on Moody's analysis, 7.1% of the
conduit pool has a LTV greater than 100%, compared to 6.4% at
securitization.  Thirteen loans, representing 9.4% of the pool,
have a debt service coverage ratio of 1x or less based upon the
borrowers' reported operating performance and the actual loan
constant.  Classes O and P have accrued but unpaid interest
shortfalls totaling approximately $275,000 as of the most recent
distribution date.

The shadow rated loan is the Ocean Towers Loan, which is secured
by a 317-unit luxury residential cooperative located in Santa
Monica, California.  Property performance has been stable.  
Moody's current shadow rating is Aa2, the same as at
securitization.

The top three non-defeased conduit exposures represent 13% of the
outstanding pool balance.  The largest conduit loan is the Macomb
Mall Loan, which is secured by a 509,000 square foot retail center
located in Roseville, Michigan.  Major tenants include Crowley's
Value City, Kohl's and Babies "R" Us.  The mall is also anchored
by Sears; however, it is not part of the collateral.  The property
is 94.4% occupied, compared to 93.1% at last review and compared
to 98% at securitization.  Moody's LTV is 83.6%, compared to 81.6%
at last review and at securitization.

The second largest conduit loan is the One Sugar Creek Place Loan,
which is secured by a 509,400 square foot office building located
in Sugar Land, Texas, which is approximately 20 miles southwest of
Houston.  The property is 100% leased to Union Oil Company, the
same as at securitization.  Moody's LTV is 90.9%, compared to
92.4% at last review and compared to 95.6% at securitization.

The third largest conduit loan is the Bayshore Mall Loan, which is
secured by a 430,000 square foot retail center located in Eureka,
California. Major tenants include Sears, as well as Mervyn's and
Gottschalk's, which are not part of the collateral.  The property
is 94% occupied, compared to 79% at last review
and compared to 87% at securitization.  Moody's LTV is 67.9%,
compared to 67.9% at last review and compared to 78.6% at
securitization.

The pool's collateral is a mix of office and mixed use,
multifamily and cooperative, retail, U.S. Government securities,
industrial and self storage and lodging.  The collateral
properties are located in 28 states and the District of Columbia.
The highest state concentrations are California, Texas, New York,
Massachusetts, and Michigan.  All of the loans are fixed rate.


CRESCENT RESOURCES: Moody's Rates New $1.425 Billion Loan at Ba2
----------------------------------------------------------------
Moody's Investors Services assigned a Ba2 rating to the new
$1.425 billion bank credit facility of Crescent Resources, LLC.  
The ratings agency also assigned a Ba2 corporate family rating to
Crescent Resources.  This is the first time Moody's has rated
Crescent Resources, which is a residential and commercial property
development company with a focus on markets in the southeastern
and southwestern USA.

These ratings were assigned with a stable ratings outlook:

Crescent Resources LLC:

   * guaranteed senior unsecured debt at Ba2; and
   * corporate family rating at Ba2.

The company, formerly a wholly owned subsidiary of Duke Energy, is
now owned and controlled by a recently formed joint venture
between Duke Energy and Morgan Stanley Real Estate Fund.  The bank
credit facility consists of a $1.225 billion six-year term loan,
and a $200 million three-year revolving credit facility.  These
facilities are collateralized by the firm's interests in all
material subsidiaries, with various liquidity, earnings and
leverage covenants.  Proceeds from the $1.225 billion term
loan have been distributed to Duke Energy as part of the
recapitalization of the company following the formation of
the joint venture.  The rating outlook is stable.

"The Ba2 rating reflects Crescent Resource's moderate leverage and
coverage statistics, collateral, strength and expertise of its
management, track record, good liquidity, as well as sponsorship
by the company's owners, Duke Energy and MSREF," says Christopher
Wimmer, analyst at Moody's.

The key risks also considered in the rating, on the other hand,
are the high volatility of Crescent Resource's earnings stream,
efinancing risk at the end of the bank loan's term, significant
exposure to development risk, concentration in markets in the
southeastern USA, as well as development pipeline sourcing risk.

The earnings of Crescent Resources exhibit a material degree of
volatility -- typical for a development-driven property firm when
compared to traditional real estate owner-operators. Sales of
residential lots in the company's master planned communities,
marketing of developed commercial properties and "legacy" land
sales are highly dependent on economic and local market
conditions.  In addition, to maintain its business platform,
Crescent Resources must source and obtain new development
opportunities to refill its development pipeline.  

The company addresses these challenges by focusing on
opportunities in high growth markets where it can apply its
expertise in developing upscale master-planned communities
with multiple amenities, and where it can leverage tenant
relationships as well as its advanced knowledge of local
commercial property market trends and tenant space needs.  MSREF's
capital resources and relationships should help the company to
grow.

The stable ratings outlook reflects Moody's expectation that
Crescent Resources will continue to profitably develop land and
commercial property projects in its current pipeline, while
successfully sourcing new developments to fill its pipeline.

A rating upgrade would require success in generating more
stable earnings, as well as further growth and geographic
diversification of company's development platform.  Upward ratings
movement would also require reduction in leverage as measured by
the ratio of net debt to EBIDA to below 2.5X.  A ratings downgrade
would most likely result from negative earnings due to
unsuccessful development projects.  Downward ratings movement
would result from coverage ratios being persistently below 2.5X,
and leverage above 4X.

Crescent Resources LLC is a private land and commercial property
development company based in Charlotte, North Carolina, USA.  The
approximate book value of the company's assets at Sept. 30, 2006
was $2.1 billion.


CRUM & FORSTER: S&P Affirms BB Counterparty Credit Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' counterparty
credit ratings on Fairfax Financial Holdings Ltd. (NYSE:FFH) and
Crum & Forster Holdings Corp. and removed them from CreditWatch,
where they were placed on July 28, 2006.

Standard & Poor's also said that it affirmed and removed from
CreditWatch a number of ratings on FFH's related entities,
including:

   -- the 'BBB' counterparty credit and financial strength ratings
      on FFH's core operating companies;

   -- the 'BB-' counterparty credit rating on TIG Holdings Inc.;

   -- the 'A-' counterparty credit and financial strength ratings
      on Odyssey America Reinsurance Corp., Clearwater Insurance
      Co., and Hudson Specialty Insurance Co.; and

   -- the 'BBB-' counterparty credit rating on Odyssey Re Holdings
      Corp. (NYSE:ORH).

The outlook on all these companies is negative.

The ratings had been placed on CreditWatch negative following the
announcement by FFH of a delay of its second-quarter 2006 interim
report to shareholders.

The ratings on FFH and its related core entities are based on the
group's good competitive position, improving earnings, good and
improving capitalization, and strong liquidity.  Reserves,
recoverables, and financial leverage have all improved in the last
few years and are not viewed as significant negative rating
factors. "Offsetting these positive factors are FFH's qualitative
areas of governance, risk controls, and enterprise risk
management," explained Standard & Poor's credit analyst Damien
Magarelli.

"These areas are the reason for the assignment of a negative
outlook."

A downgrade is possible if FFH is unable to further improve its
governance oversight, accounting risk controls, and overall risk
management by October 2007.  A revision of the outlook to stable
outlook is possible if FFH meets these expectations, has a
combined ratio of less than 100% at the consolidated continuing
operations, reserve charges within expectations (although no large
charges are expected), has a capital ratio consistent with the
rating, and maintains holding-company cash at more than
$250 million.


DANA CORP: Court Defers Hearing on Reclamation Claims to Feb. 28
----------------------------------------------------------------
Dana Corporation and its debtor-affiliates previously asked the
U.S. Bankruptcy Court for the Southern District of New York to
bifurcate its consideration of reclamation claim issues.

The Debtors asserted, among others, that certain legal defenses to
the reclamation claims based on the existence of prior liens on
the goods to be reclaimed rendered all of the reclamation claims
valueless.

Air Hydro Power Inc. and 12 other parties objected to the request
contending that it is not clear whether the Debtors are asserting
that the prior lien defense applies to their Section 503(b)(9)
claims and render them valueless.  

The Responding Parties assert that they would prefer to have the
amounts of their Section 503(b)(9) claims determined before any
reclamation claim litigation.

Accordingly, the Honorable Burton R. Lifland rules that all
litigation related to the fact-intensive defenses will be stayed
and postponed until after it has:

   (a) ruled on the applicability of the Debtors' prior lien
       defense to the remaining reclamation claims; and

   (b) conducted the scheduling conferences.

The Court will conduct a hearing with respect to the prior lien
defense on Feb. 28, 2007, at 10:00 a.m., Eastern Time.  The prior
lien defense hearing may be adjourned, among other things, to
accommodate any extensions of the briefing and discovery
schedules.

The Court establishes these schedules to govern discovery
relating to the litigation of the prior lien defense:

   1. Parties seeking to obtain discovery from the Debtors must
      serve requests for written discovery on the Debtors so that
      those requests are actually received by the Debtors'
      counsel no later than November 13, 2006, at 4:00 p.m.,
      Eastern Time.

   2. The Debtors must file any objections to any discovery with
      the Court no later than December 1, 2006, at 4:00 p.m.,
      Eastern Time.

   3. The Court will conduct a hearing on December 19, 2006, at
      10:00 a.m., Eastern Time, to consider any Discovery
      Objections and any other related scheduling issues.

   4. Unless otherwise directed by the Court at the Discovery
      Hearing, the Debtors must serve by January 10, 2007, at
      4:00 p.m., Eastern Time, their responses to any Discovery
      Requests with respect to which the Debtors did not file a
      Discovery Objection or the Court directs the Debtors to
      respond to at the Discovery Hearing.

   5. If the Court concludes at the Discovery Hearing that
      collateral valuation is a disputed issue relevant to the
      Prior Lien Defense, the Prior Lien Defense Hearing may be
      adjourned upon the request of the Debtors or the Official
      Committee of Unsecured Creditors or pursuant to a further
      Court order.

The Court also establishes these schedules to govern the
litigation of the prior lien defense:

   1. The Debtors will file the Initial Brief in support of the
      Prior Lien Defense to the Remaining Reclamation Claims with
      the Court not later than October 23, 2006, at 4:00 p.m.,
      Eastern Time.  The Debtors' Initial Brief must contain the
      facts on which they are relying upon in support of their
      Prior Lien Defense.

   2. The Objecting Claimants must file all Responsive Briefs
      with the Court not later than January 26, 2007, at 4:00
      p.m., Eastern Time.

   3. The Debtors must file any Reply Brief with the Court not
      later than February 16, 2007, at 4:00 p.m., Eastern Time.

   4. If the Court extends the Discovery Deadline or adjourns the
      Prior Lien Defense Hearing at the Discovery Hearing or
      otherwise before the Response and Reply Deadlines, the
      Response and Reply Deadlines will be adjusted accordingly.

Judge Lifland makes it clear that the ruling regarding the Prior
Lien Defense will be generally applicable to all Objecting
Claimants, regardless of whether that Objecting Claimant files a
Responsive Brief.  However, the Order will not prejudice the
Official Committee of Unsecured Creditors or the Ad Hoc Committee
of Noteholders' rights to challenge the prepetition liens of the
Debtors' prepetition lenders, all of which are preserved in full,
consistent with the terms of Final DIP Order.

Judge Lifland adds that any Court ruling on the Prior Lien
Defense or on any matter relating to reclamation claims will not
effect the right or entitlement of any party to assert or obtain
the allowance of a claim with a priority under Section 503(b)(9)
of the Bankruptcy Code.  The prior Court order establishing bar
dates for filing those claims will continue to apply to those
claims.

                      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: Inks Pact Resolving SKF, et. al's Reclamation Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
previously authorized Dana Corporation and its debtor-affiliates,
in their sole discretion, to seek an agreement with any reclaiming
seller to resolve its reclamation claim and its treatment.

Subsequently, the Debtors entered into separate settlement
agreements with:

   * SKF USA, Inc.,
   * Samuel, Son & Co., Inc., and
   * Oliner Fibre Co., Inc.

The SKF Settlement provides that SKF is entitled an allowed
administrative expense priority status pursuant to Section
503(b)(9) against these Debtors:

      Debtor                           Claim Amount
      ------                           ------------
      Dana Corporation                     $213,934
      Torque-Traction Integration            59,297
      Torque-Traction Manufacturing           7,063

The Samuel Son Settlement and the Oliner Fibre Settlement
provides that Samuel Son and Oliner Fibre are also entitled to
allowed administrative expense claims pursuant to Section
503(b)(1)(A):

      Vendor                           Claim Amount
      ------                           ------------
      Samuel Son                            $14,045
      Oliner Fibre                            8,280

The parties agree that any prepetition claims that SKF, Samuel
Son and Oliner Fibre may have against the Debtors that are not
satisfied by allowance of the Administrative Claims may be
asserted against the Debtors through the claims process
established by the Court.

The parties preserve their rights with regard to the Disputed
503(b)(9) Claims.

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)


DOE RUN: Earns $22.1 Million in 2006 Third Quarter
--------------------------------------------------
Doe Run Resources Corporation filed its third fiscal quarter
report ended July 31, 2006, with the Securities and Exchange
Commission.

The company reported $22,146,000 of net income on $419,189,000 of
net sales for the third fiscal quarter ended July 31,2006,
compared with $9,540,000 of net income on $257,523,000 of net
sales for the same period in 2005.

At July 31, 2006 the Company's balance sheet showed total assets
of $620,652,000, total liabilities of $691,047,000, and redeemable
preferred stock of $31,165,000, resulting in a $101,560,000
shareholders' deficit, as compared to shareholders' deficit of
$167,905,000 at Oct. 31, 2005.

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

                         Going Concern Doubt

As reported in the Troubled Company Reporter on Mar 30, 2006,  
Crowe Chizek and Company LLC expressed substantial doubt about Doe
Run Resources Corporation ability to continue as a going concern
after auditing the Company's financial statements for the years
ended October 31, 2005, and 2004.

The auditing firm pointed to Doe Run's subsidiary, Doe Run Peru's
significant capital requirements under environmental commitments,
which, if not met, could result in defaults of Doe Run Peru's
credit agreements.  Crowe Chizek also noted Doe Run Peru's
substantial contingencies related to tax and significant debt
service obligations.

                        About Doe Run Resources

The Doe Run Resources Corporation provides premium lead and
associated metals and services.  The Company operates an
integrated primary lead operation and a recycling operation
located in Missouri, referred to as Buick Resource Recycling.


DUANE READE: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US and Canadian Retail sector, the rating
agency confirmed its Caa1 Corporate Family Rating for Duane Reade,
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
   ----------           -------  -------  ------   ----------
   $210MM Sr. Sec.
   Floating Rate Notes  Caa1     B3       LGD3     37%

   $195MM 9.75% Sr.
   Sub. Notes           Caa3     Caa3     LGD6     90%

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

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

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

Headquartered in New York City, Duane Reade Inc., operates 250
drug stores principally in Manhattan and the outer boroughs of New
York City.


EMDEON BUSINESS: Moody's Junks Rating on $170 Million Term Loan
---------------------------------------------------------------
Moody's Investors Service assigned to Emdeon Business Services a
B1 first time rating to its proposed $755 million first lien term
loan and $50 million six-year revolving credit facility and a Caa1
rating to its proposed $170 million second lien term loan.  
Moody's also assigned the company a B2 corporate family rating and
the outlook is stable.

Ratings assigned:

   * Corporate Family Rating -- B2

   * $755 million First Lien Term Loan --B1, LGD-3, 41%

   * $50 million First Lien Revolving Credit Facility -- B1,
     LGD- 3, 41%

   * $170 million Second Lien Term Loan -- Caa1, LGD-6, 92%

On September 26, 2006, Emdeon Corporation announced that it had
reached a definitive agreement with General Atlantic LLC, a
private equity firm, to acquire approximately 52% of the
equity of EBS based on enterprise value of $1.5 billion.  The $1.5
billion acquisition will be financed with these term loans, $319
million common equity from the private equity sponsor, and $294
million rollover management equity contributed by Emdeon
Corporation.  Subsequent to the transaction's closing, EBS will
transition to be run as a stand alone entity, separate from former
parent Emdeon Corporation.

The B2 corporate family rating is driven by Emdeon Business
Services' high financial leverage associated with the proposed
acquisition of General Atlantic's ownership stake.  Moody's also
considered the company's favorable recurring transaction fee
revenues, client diversity, operating profitability, and retained
cash flows.  In isolation, these factors and the company's asset
returns would suggest a B1 corporate family rating.  The rating
outlook is stable, reflecting client use of the company's claims
processing network and the expectation for cost and debt
reduction. For further information, please refer to Moody's Credit
Opinion for Emdeon Business Services on Moodys.com.

The ratings reflect both the overall probability of default of the
company at a 50% LGD rate, to which Moody's assigns a PDR of B2,
and a loss-given-default of LGD-3 for the first lien facilities
and an LGD-6 for the second lien term loan.

With about $730 million LTM September 2006 revenues, Emdeon
Business Services, headquartered in Nashville Tennessee, provides
health care claims processing services to health benefits payers,
healthcare providers, and to pharmacies.


EMDEON BUSINESS: S&P Rates Planned $805MM First-Lien Loan at B+
---------------------------------------------------------------
Standard & Poor's Rating Services assigned Oct. 25, 2006, its 'B+'
corporate credit rating to Nashville, Tenn. based-Emdeon Business
Services.  The outlook is negative.  

At the same time, S&P assigned a 'B+' rating and a recovery rating
of '2' to the company's proposed first-lien loan, which amounts to
$805 million (a term B loan of $755 million and an undrawn
revolving credit facility of $50 million).

The recovery rating on the first lien indicates expectations for
substantial recovery (80% to 100%) of principal in the event of a
payment default.

The $170 million, second-lien term loan has been rated 'B-', with
a recovery rating of '5'.  The recovery rating on the second-lien
loan reflects S&P's expectation of negligible (0%-25%) recovery of
principal by creditors in the event of a payment default or
bankruptcy.

Proceeds of the facility, totaling $925 million in first- and
second-lien term loans, in conjunction with $612 million in
equity, will be used to fund the leveraged buyout between EBS and
General Atlantic from Emdeon Corp., which will total about
$1.5 billion.

Emdeon Corp. retains a 48% share of EBS.

The rating on EBS reflects the company's narrow business profile
geared toward a still evolving market, limited track record as a
separate company, as well as high leverage.  These factors are
partially offset by barriers to entry, a diversified customer
base, a strong recurring revenue stream, and a market that has
strong growth potential.


ENTECH ENVIRONMENTAL: June 30 Balance Sheet Upside-Down by $1.5MM
-----------------------------------------------------------------
Entech Environmental Technologies Inc. filed its financial
statements for the three months period ended June 30, 2006, with
the Securities and Exchange Commission.

The company reported a net loss of $662,933 for the third quarter
ended June 30, 2006, compared to a net loss of $48,690 for the
comparable period in 2005.

Net revenues slid to $963,625 for the current quarter compared to
net revenues of $1,790,403 for the same quarter last year.

At June 30, 2006, the company's balance sheet showed $1,662,399 in
total assets, $3,252,834 in total liabilities, resulting in a
stockholders' deficit of $1,590,435.

The Company's June 30 balance sheet also showed strained liquidity
with $1,196,315 in total current assets available to pay
$3,064,186 in total current liabilities.      

Full-text copies of the Company's financial statements for the
three months ended June 30, 2006, are available for free at:

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

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 27, 2006,
Mendoza Berger & Company, LLP, expressed substantial doubt about
Entech Environmental Technologies, Inc.'s ability to continue as
a going concern after it audited the Company's financial
statements for the fiscal year ended Sept. 30, 2005.  The auditing
firm pointed to the Company's significant losses.

The Company's former auditors, Russell Bedford Steanou
Mirchandani LLP, also expressed substantial doubt about Entech's
ability to continue as a going concern after auditing the
Company's financial statements for fiscal year 2004.

                           About Entech

Entech Environmental Technologies, Inc., fka Cyber Public
Relations, Inc., through its H.B. Covey subsidiary, provides
construction and maintenance services to petroleum service
stations in the southwestern part of the United States of America,
and provides installation services for consumer home products in
Southern California.

The HBC subsidiary is a 58-year old construction and maintenance
company that specializes in construction and maintenance services
for the retail petroleum industry, commercial and industrial
users, municipal organizations, and in support of major equipment
manufacturers.


ENTERGY NEW ORLEANS: Classes & Treatment of Claims Under Plan
-------------------------------------------------------------
Entergy New Orleans, Inc.'s Plan of Reorganization groups claims
and interests into 12 classes:

    Class   Claims                       Treatment
    -----   ------                       ---------
     n/a    Administrative Claims        Unimpaired, to be paid
                                         in cash, in full.

                                         Estimated Allowed
                                         Claims:  $41,000,000
     
     n/a    Professionals' Claims        Unimpaired, to be paid
                                         in cash, in full.

                                         Estimated Allowed
                                         Claims:  $1,000,000

     n/a    DIP Financing Claims         Unimpaired, to be paid
                                         in cash, in full.

                                         Estimated Allowed
                                         Claims:  $36,700,000

     n/a    Priority Tax Claims          Unimpaired, to be paid
                                         in cash, in full.

                                         Estimated Allowed
                                         Claims: $2,026,703

      1     Other Priority Claims        Unimpaired, to be paid
                                         in cash, in full.

                                         Estimated Allowed
                                         Claims: $0

      2     Capital One Secured Claim    Unimpaired, to be paid
                                         in cash, in full.

                                         Estimated Allowed
                                         Claims: $960,000

      3     Bond Claims                  Unimpaired, to be paid
                                         in cash, in full.

                                         Estimated Allowed
                                         Claims: $229,935,000

      4     Other Secured Claims         Impaired, to be paid
                                         in cash, in full.

                                         Estimated Allowed
                                         Claims: $0

      5     General Unsecured Claims     Impaired, to be paid
                                         in cash, in full.

                                         Estimated Allowed
                                         Claims: $26,000,000

      6     Intercompany Claims          Impaired, and each
                                         holder will receive an
                                         intercompany note as
                                         full payment.

                                         Estimated Allowed
                                         Claims: $67,000,000

      7     Litigation Claims            Unimpaired, to be paid
                                         in full, with the
                                         legal, equitable and
                                         contractual rights of
                                         the holder unchanged
                                         under the Plan.

                                         Estimated Allowed
                                         Claims: to range from
                                         $4,000,000 to
                                         $18,500,000

      8     Workers Compensation         Unimpaired, to be paid
            Claims                       in full.
            
                                         Estimated Allowed
                                         Claims: $1,500,000

      9     Government Environmental     Unimpaired, to be paid
            Claims                       in full.

                                         Claims Estimated Allowed
                                         Claims: $250,000

     10     Odom Claim                   Impaired, to be paid in
                                         full.  Since the Claim
                                         is a disputed claim, the
                                         Odom Claim will become
                                         an Allowed Class 5 Claim
                                         upon entry of a final
                                         judgment resolving the
                                         Claim.

                                         Estimated Allowed
                                         Claims: verdict was for
                                                 $8,300,000

     11     Preferred Interests          Unimpaired, and holders
                                         will either:

                                         * be entitled to the
                                           same rights and
                                           privileges that
                                           existed on the
                                           effective date if the
                                           class vote in favor of
                                           the Plan; or

                                         * be cancelled if the
                                           class do not vote in
                                           favor of the Plan.

     12     Equity Interests             Unimpaired, and holders
                                         will retain their equity
                                         interests after the
                                         Effective Date.

                           About Entergy

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 25; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ENTERGY NEW ORLEANS: FGIC Wants Exclusivity Periods Terminated
--------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, the Financial
Guaranty Insurance Company, as insurer of certain secured bonds
issued pursuant to the Mortgage and Deed of Trust dated as of
May 1, 1987, asks the U.S. Bankruptcy Court for the Eastern
District of Louisiana to terminate the exclusive periods within
which Entergy New Orleans, Inc., may file and solicit acceptances
to its proposed plan of reorganization.

FGIC also seeks the Court's authorization to file and solicit
acceptances for its proposed alternative plan of reorganization.

According to Rudy J. Cerone, Esq., at Mcglinchey Stafford, PLLC,
in New Orleans, Louisiana, ENOI and parent Entergy Corp. have
steadfastly took the position that ENOI would not exit bankruptcy
or meet its other prepetition financial obligations except
pursuant to a plan of reorganization that provides:

    1. Entergy Corp. and its affiliates would be paid immediately
       in full in cash the amount of all of their claims against
       ENOI, in the aggregate amount of about $66,000,000, plus
       an additional $26,500,000 to be paid on account of non-
       affiliate unsecured claims that otherwise would need to be
       paid before the Entergy Parties could justify paying
       themselves;

    2. Entergy would retain more than $170,000,000 in equity in
       the Debtor through its common stock;

    3. The Debtor's emergence from bankruptcy would be contingent
       upon its actual receipt of Community Development Block
       Grant monies; and

    4. The bondholders' recovery would be limited to the pre-
       bankruptcy repayment terms on the bonds.

Mr. Cerone says the Entergy Entities designed their plan with the
primary goal of paying off Entergy's affiliate claims and
maintaining Entergy's position as the holder of 100% of ENOI's
equity, with little regard to ENOI's future liquidity.  
Essentially, a plan based upon the Entergy Entities' Original
Proposed Plan Terms would sacrifice the long-term stability of
ENOI, in favor of providing an immediate benefit to Entergy and
its affiliates.

FGIC and The Bank of New York, as successor trustee, advised the
Entergy Entities of their strong objections to ENOI's Original
Proposed Plan Terms, as well as their intention to object to
ENOI's third request for an extension of its exclusive periods.  
As a result of the objections, the Debtor recently advised FGIC of
its intentions to make certain modifications to the Original
Proposed Plan Terms.

FGIC, however, is dissatisfied with the Modified Plan Terms
because they do not address its concerns about the feasibility,
timing and, ultimately, the confirmability of a plan.  For FGIC,
the Modified Plan Terms fail to protect the liquidity of ENOI,
does not ensure that ENOI will be financially able to provide
service in the future to the citizens of New Orleans, and will
delay ENOI's exit from bankruptcy until at least the end of 2007.

FGIC believes that ENOI's Plan is not feasible and cannot satisfy
the requirements of section 1129(a) of the Bankruptcy Code.  
Rather than waiting for the Debtor to solicit acceptances of an
unconfirmable plan, FGIC seeks to propose its own alternative plan
of reorganization or alternative plan provisions for the Debtor.

Mr. Cerone contends that ENOI's creditors should not be required
to wait for the Proposed Plan to fail before having the option to
consider alternative plans, especially since the FGIC can propose
a plan that will (i) satisfy the requirements of Section 1129,
(ii) expedite distributions to creditors, (iii) preserve the
Debtor's liquidity, and (iv) treat creditors fairly.

Mr. Cerone also asserts that the Debtor's inability to propose a
confirmable plan constitutes sufficient "cause" to terminate
exclusivity pursuant to Section 1121 of the Bankruptcy Code,
citing In re Southwest Oil Co. of Jourdanton, Inc., 84 B.R. 448,
451 (Bankr. W.D. Tex. 1987).

Terminating exclusivity at this time will not affect adversely the
Debtor's coexisting right to file its plan, Mr. Cerone tells the
Court.  

FGIC says it envisions a plan process in which creditors will have
an opportunity to vote on the two competing plans, and that it is
willing to work with the Debtor to create an agreed upon competing
plan process that will be both efficient and economical, including
the use of one disclosure statement for both plans.

                           About Entergy

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 25; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


EYE CARE: Moody's Assigns Loss-Given-Default Ratings
----------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US and Canadian Retail sector, the rating
agency confirmed its B2 Corporate Family Rating for Eye Care
Centers of America, 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
   ----------           -------  -------  ------   ----------
   $25MM Gtd. Sr.
   Sec. Revolving     
   Credit Facility        B2       Ba2     LGD2       22%

   $165MM Gtd. Sr.
   Sec. Term Loan B       B2       Ba2     LGD2       22%

   $152MM 10.75% Gtd.
   Senior Sub.
   Global Notes          Caa1     Caa1     LGD5       77%

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

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

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

Headquartered in San Antonio, Texas, Eye Care Centers of America,
Inc. -- http://www.ecca.com/-- is a retail optical chain in the  
U.S.  The company's brand names include EyeMasters, Binyon's,
Visionworks, Hour Eyes, Dr. Bizer's VisionWorld, Dr. Bizer's
ValueVision, Doctor's ValuVision, Stein Optical, Vision World,
Doctor's VisionWorks, and Eye DRx.  Founded in 1984, the company
has 385 stores in 36 states.


FAIRFAX FINANCIAL: S&P Affirms BB Counterparty Credit Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' counterparty
credit ratings on Fairfax Financial Holdings Ltd. (NYSE:FFH) and
Crum & Forster Holdings Corp. and removed them from CreditWatch,
where they were placed on July 28, 2006.

Standard & Poor's also said that it affirmed and removed from
CreditWatch a number of ratings on FFH's related entities,
including:

   -- the 'BBB' counterparty credit and financial strength ratings
      on FFH's core operating companies;

   -- the 'BB-' counterparty credit rating on TIG Holdings Inc.;

   -- the 'A-' counterparty credit and financial strength ratings
      on Odyssey America Reinsurance Corp., Clearwater Insurance
      Co., and Hudson Specialty Insurance Co.; and

   -- the 'BBB-' counterparty credit rating on Odyssey Re Holdings
      Corp. (NYSE:ORH).

The outlook on all these companies is negative.

The ratings had been placed on CreditWatch negative following the
announcement by FFH of a delay of its second-quarter 2006 interim
report to shareholders.

The ratings on FFH and its related core entities are based on the
group's good competitive position, improving earnings, good and
improving capitalization, and strong liquidity.  Reserves,
recoverables, and financial leverage have all improved in the last
few years and are not viewed as significant negative rating
factors.  "Offsetting these positive factors are FFH's qualitative
areas of governance, risk controls, and enterprise risk
management," explained Standard & Poor's credit analyst Damien
Magarelli.

"These areas are the reason for the assignment of a negative
outlook."

A downgrade is possible if FFH is unable to further improve its
governance oversight, accounting risk controls, and overall risk
management by October 2007.  A revision of the outlook to stable
outlook is possible if FFH meets these expectations, has a
combined ratio of less than 100% at the consolidated continuing
operations, reserve charges within expectations (although no large
charges are expected), has a capital ratio consistent with the
rating, and maintains holding-company cash at more than
$250 million.


FAREPORT CAPITAL: Revises Financing and Debt Restructuring Terms
----------------------------------------------------------------
Fareport Capital Inc. has substantially altered the terms on its
financing and debt restructuring deals with its investors.

As reported in the Troubled Company Reporter on Oct. 04, 2006,
Fareport proposed to restructure its affairs, settle outstanding
litigation, complete a conversion of substantially all of its
current debt obligations, a consolidation of its issued and
outstanding common shares, the creation of a new class of
preference shares and a private placement financing of its common
Shares.  All of these are subject to shareholder and regulatory
approval.

Fareport Capital will enter into a financing transaction with
arm's length investors whereby the Investors will make a
$2,080,000 commitment to acquire new common shares of Fareport.
Specifically, the Investors will first advance to Fareport
$200,000 by way of an unsecured subordinated loan bearing interest
at 12% per annum, evidenced by a promissory note, to be used as
working capital.  The Advance will be credited towards a
subsequent private placement of $2,080,000 worth of Fareport
common shares, subject to Fareport entering into debt settlement
agreements with Fareport's creditors.  The agreements will provide
for a cash payment by Fareport of approximately $1,075,000 in the
aggregate to be allocated amongst the creditors.  The balance of
Fareport's debt, being approximately $2,100,000, will be sold by
the creditors to BG Capital Management Corp., an arm's-length
third party, at a significant discount to face value for an
aggregate of $460,000.

The company then proposes to complete a 100:1 share consolidation,
followed by the issuance of 1,300,000 post-consolidation common
shares to the Investors at a price of $1.60 per common share --
for aggregate cash proceeds of $2,080,000, including the Advance.  
The company will pay a commission and financing fee of $46,000 to
BG, which is the 10% of the $460,000 paid for the Debt Balance.  
The Debt Balance will be converted into 1,680,000 common shares,
which is equal to 50% of Fareport's issued and outstanding common
share capital following the completion of the transactions
described herein.

As a result of the above transactions, BG would become the
controlling shareholder of Fareport.  The terms of the transaction
have been set out in a binding commitment letter and term sheet
with BG, which, it is anticipated, will be superceded by
definitive detailed documentation.

In order to complete these transactions, the outstanding
litigation must be settled and prior shareholder approval of:

   (a) the consolidation of Fareport's common shares on a one
       hundred "old" common shares for one "new" common share
       basis;

   (b) the change of Fareport's name;

   (c) the terms of conversion of the Debt Balance; and

   (d) the issuance of Common Shares from treasury.

Prior TSX Venture Exchange approval is also required to complete
the above transactions.  The company covenants to hold a special
meeting of its shareholders to approve these matters within 75
days of the Advance closing.  These transactions are also subject
to BG being satisfied with its due diligence investigations of
Fareport, acting reasonably, such condition to be satisfied or
waived by Nov. 17, 2006.

The company will provide an update with regards to its compliance
with Ontario Securities Commission Policy 57-603.  In addition,
and further to the press release of Sept. 22, 2006, the company is
up-to-date with respect to its financial statements and management
reporting.

The temporary management and insider cease trade order imposed
pursuant to OSC Policy 57-603 continues to be in effect.  The MCTO
prohibits present and certain past directors, officers and
insiders of Fareport from trading in securities of Fareport.  A
partial revocation of the MCTO to permit the settlement of a
portion of the Debt Balance with certain former management and
Insiders of Fareport will be sought by Fareport.

                     About Fareport Capital

Fareport Capital Inc. (TSX-V: CAB) -- http://www.fareport.com/--   
operates the Crown Taxi and Olympic Taxi brokerages and dispatch
operations in the city of Toronto.  The Crown Taxi division
dispatches over 300 vehicles.  In addition, through its Crown
Transportation and Trax Shuttle Services divisions, the Company
also offers charter transportation services.

                         *     *     *

Fareport Capital Inc.'s balance sheet at April 30, 2006, showed
CDN$1.7 million in total assets, CDN$3.8 million in total
liabilities, resulting in a CDN$2.1 million shareholders' deficit.  
The company's shareholders' deficit at July 31, 2005, stood at
CDN$1.5 million.


FOAMEX INTERNATIONAL: Classification of Claims Under Amended Plan
-----------------------------------------------------------------
Under their First Amended Plan of Reorganization, Foamex
International Inc. and its debtor-affiliates group claims and
interests into these classes:

Class  Description    Recovery  Claim Treatment
-----  -----------    --------  ---------------
N/A   Administrative   100%    Except for the Professionals Fee
       Claims                   Claims, each holder will be paid
                                in cash, in full.

                                Unimpaired.
                                Estimated Amount: $298,790.

N/A   Priority Tax     100%    Each holder will be paid in cash,
       Claim                    in full, or be paid over a six-
                                year period with interest at the
                                statutory rate under applicable
                                federal, state or local law.

                                Unimpaired.
                                Estimated Amount: $2,110,277.

N/A   DIP Financing    100%    Except to the extent that the
       Claims                   claim holders and the Debtors
                                agree to a different treatment,
                                the claim holders will be paid in
                                cash.

                                Unimpaired.
                                Estimated Amount: $130,313,400.

  1    Other Priority   100%    Each holder will be paid in cash,
       Claims                   in the full nominal amount.

                                Unimpaired.
                                Estimated Amount: $395,045.

  2    Other Secured    100%    Each of the claims will be:
       Claims
                                (a) reinstated by curing all
                                    outstanding defaults;

                                (b) paid in cash, in full; or

                                (c) fully satisfied by delivery
                                    or retention of the
                                    collateral.

                                Unimpaired.
                                Estimated Amount: $1,011,940

  3    Senior Secured   100%    Each holder will be paid in
       Note Claims              cash, in full.

                                Unimpaired.
                                Deemed Allowed for $312,452,083

  4    Senior           100%    Each holder will be paid in cash,
       Subordinated             in full.
       Note Claims
                                Unimpaired.
                                Estimated Amount: $208,150,131

  5    General          100%    Each holder will be paid in cash,
       Unsecured                in full.
       Claims                  
                                Unimpaired.
                                Estimated Amount: $13,038,668

  6    Unliquidated     100%    All Unliquidated Claims will be
       Claims                   liquidated, determined and
                                satisfied in the Reorganized
                                Debtors' ordinary course of
                                business.

                                Unimpaired.

  7    Intercompany     100%    All Claims will remain
       Claims                   outstanding, will not be
                                discharged by the Plan or its
                                confirmation, and will be settled
                                in consistent with the historical
                                practices of the Debtors.

                                Unimpaired.
                                Estimated Amount: $5,000,000.

  8    Equity Interest  100%    Holders of Equity in Surviving
       in Surviving             Debtor Subsidiaries will retain
       Debtor                   their Equity Interests.
       Subsidiaries           
                                Unimpaired.

  9    Existing         100%    Each share of Existing Preferred
       Preferred Stock          Stock in Foamex International to
                                the extent still outstanding
                                immediately prior to the
                                Effective Date will be converted
                                into 100 shares of Additional
                                Common Stock.

                                Impaired.

10    Existing Common  100%    Common Stock will remain
       Stock                    outstanding after the Effective
                                Date, subject to dilution as a
                                result of the issuance of any
                                Additional Common Stock.

                                Impaired.

11    Other Common     100%    Holders will retain their equity
       Equity Interests         interests.
       in Foamex
       International            Unimpaired.

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


FOAMEX INTERNATIONAL: Noteholders Panel Seeks Hearing Adjournment
-----------------------------------------------------------------
On Oct. 23, 2006, the Ad Hoc Committee of Senior Secured
Noteholders filed a motion for an adjournment of the hearing on
Foamex International Inc. and its debtor-affiliates' request to
enter into commitment letters for a $790,000,000 debt exit
financing and a $150,000,000 equity exit financing.

The Senior Noteholders Committee complains that the terms of the
Debtors' First Amended Plan of Reorganization were not negotiated
with parties-in-interest, other than the existing shareholders of
Foamex International, Inc.  While the Amended Plan contemplates
that the Debtors will use the proceeds of the $940,000,000 exit
financing to, among others, repay all allowed creditor claims,
including Senior Secured Note Claims plus accrued and unpaid
postpetition interests, it excludes payment of any call premiums
or any prepayment fees to the holders of Senior Secured Note
Claims.

John H. Knight, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, contends that there is no urgency for the
Debtors to proceed with the hearing on the Motion on Oct. 30,
2006 because the Commitment Letters only require that the U.S.
Bankruptcy Court for the District of Delaware to approve the terms
by Nov. 30, 2006.

Prompt approval of the Commitment Letters also places the Debtors
at significant risk of incurring millions of dollars in
obligations for commitments they may never able to access,
Mr. Knight says.  

The Commitment Letters require the Debtors to pay up to $9,500,000
in a Put Option Premium, as well as millions of dollars in
additional fees and expenses to the Significant Equityholders and
the proposed exit lenders, Mr. Knight notes.  He also points out
that under the Commitment Letters, the Debtors will pay additional
amounts to the Significant Equityholders and proposed exit lenders
on the occurrence of a termination event, including:

   (a) failure to file the Proposed Amended Plan incorporating
       the treatment of various creditor classes, including the
       Senior Secured Notes; and

   (b) modifying the Proposed Amended Plan to provide terms that
       are adverse to the Significant Equityholders or materially
       inconsistent with the Commitment Letter or the term sheet
       negotiated by the Debtors and the Significant
       Equityholders.

Despite the clear language of the Indenture and the Sixth Circuit
Court of Appeals decision in In re Dow Corning Corporation, 456
F.3d 668 (6th Cir. 2006), which together mandate that the Senior
Secured Noteholders receive payment of default rate interest and
their prepayment premium, the First Amended Plan does not
contemplate the payment of either, while common and other
shareholders retain their interests in the Debtors, Mr. Knight
notes.  Hence, he says, the Amended Plan, on its face, violates
the absolute priority rule of Section 1129(b)(2) of the
Bankruptcy Code and cannot be confirmed under the Bankruptcy
Code.

Accordingly, if the Commitment Letters are approved, and
thereafter, the Debtors are required to modify the treatment
afforded to any class of creditors under the Proposed First
Amended Plan, absent a waiver by each Significant Equityholder, a
Termination Event will occur and the Debtors will be obligated to
pay the Put Option Premium, as well as other fees and expenses,
Mr. Knight avers.

The Committee requests that, aside from the adjournment of the
hearing on the Motion, the Debtors should:

    -- schedule a hearing on the adequacy of the disclosure
       statement accompanying the Plan for late November; and

    -- take the intervening time to negotiate with creditors,
       identify any issues that exists, and hopefully resolve
       them consensually including obtaining the necessary
       consents from the Significant Equityholders.

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


G+G RETAIL: Judge Drain Approves Disclosure Statement
-----------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York approved Oct. 18, 2006, the
Disclosure Statement of G+G Retail Inc.'s Plan of Liquidation.

Judge Drain determined that the Disclosure Statement contains
adequate information -- the right amount of the right kind -- for
creditors to make informed decisions when the Debtor asks them to
vote to accept the Plan.

                        Summary of the Plan

As reported in the Troubled Company Reporter on Sept. 20, 2006,
the Debtor's Plan provides for a distribution of cash to holders
of allowed claims.  In addition, the Plan also provides for the
issuance of new common stock.  The new common stock will be
treated as Plan assets and any proceeds of the new common stock
will be distributed as Plan proceeds to the holders of allowed
claims.

The Debtor will conduct no business after the effective date of
the Plan other than the winding up of its affairs.

Payments under the Plan will be funded from the proceeds of the
sale of substantially all of the Debtors' assets to Max Rave, LLC,
and the liquidation of all other assets not included in the sale.
Max Rave purchased the Debtors assets for $35 million in cash plus
payment of approximately $10.4 million of inventory purchased
postpetition, assumption of $2.1 million in liabilities for gift
certificates, assumption of certain leases and the payment of cure
amount on the assigned leases.

                        Treatment of Claims

Priority Claims, totaling $135,000, will be paid in full and in
cash on the effective date of the Plan.

Convenience Claims, estimated to aggregate $744,000, will receive
cash payment equal to 40% of the allowed amount of the claim.

Holders of reclamation claims who agree to the Debtors' proposed
treatment of their claims, will receive a cash payment equal to
the reclamation settlement payment scheduled by the Debtor.
Holders who elect not to avail of the settlement will be treated
as general unsecured creditors.  The Debtor estimates reclamation
claims to total $850,000.

Under the Plan, General Unsecured Creditors are anticipated to
recover 50% of the allowed amount of their claims.  Unsecured
claims are estimated to total $41 million.  Holders of an allowed
unsecured claim will receive a pro rata share of net plan proceeds
pursuant to the terms of the plan.

Subordinated claims, totaling $750,000, will not receive
distributions under the plan.

Equity interest holders also get nothing under the plan.

A full-text copy of the Disclosure Statement is available for a
fee at:

  http://www.researcharchives.com/bin/download?id=060919052441

Headquartered in New York, New York, G+G Retail Inc. retails
ladies wear and operates 566 stores in the United States and
Puerto Rico under the names Rave, Rave Girl and G+G.  The Debtor
filed for Chapter 11 protection on Jan. 25, 2006 (Bankr.
S.D.N.Y. Case No. 06-10152).  William P. Weintraub, Esq., Laura
Davis Jones, Esq., David M. Bertenthal, Esq., and Curtis A.
Hehn, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub
LLP.  Scott L. Hazan, Esq.. at Otterbourg, Steindler, Houston &
Rosen, P.C., represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets of more than $100 million and debts
between $10 million to $50 million.


G+G RETAIL: Plan Confirmation Hearing Scheduled on December 6
-------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York set 10:00 a.m. on Dec. 6, 2006, to
consider confirmation of G+G Retail Inc.'s Plan of Liquidation.

                        Objection Deadline

Objection to confirmation of the Debtors' Plan, if any, must be
submitted by 4:00 p.m. on Nov. 22, 2006.

Objections must:

   -- be in writing;

   -- conform to the Federal Rules of Bankruptcy Procedure and
      the Local Bankruptcy Rules for the Southern District of
      New York;

   -- be filed with the U.S. Bankruptcy Court in accordance with
      General Order M-242 (as amended);

   -- be submitted in hard copy form directly to the chambers of
      Judge Drain; and

   -- be served to these parties:

      a. counsel for the Debtor

         Pachulski, Stang, Ziehl, Young, Jones & Weintraub LLP
         780 Third Avenue, 36th Floor
         New York, NY 10017-2024
         Attn: Laura Davis Jones, Esq.
               William P. Weintraub, Esq.
         Tel: (212) 561-7700
         Fax: (212) 561-7777

      b. counsel for the Official Committee of Unsecured Creditors

         Otterbourg, Steindler, Houston & Rosen, P.C.
         230 Park Avenue
         New York, NY 10169-0075
         Attn: Scott L. Hazan, Esq.
               Steven B. Soll, Esq.

      c. Office of the United States Trustee for
         the Southern District of New York
         33 Whitehall Street, 21st Floor
         New York, NY 10004
         Attn: Tracy Hope Davis, Esq.

The record date for purposes of determining the parties entitled
to vote on the plan was Oct. 18, 2006.

All ballots must be received by Nov. 22, 2006.

Additional information can be obtained at:

         Bankruptcy Services LLC
         FDR Station
         P.O. Box 5014
         New York, NY 10150-5014
         Attn: Laura Campbell
         Tel: (646) 282-2500
         http://bsillc.com/

Headquartered in New York, New York, G+G Retail Inc. retails
ladies wear and operates 566 stores in the United States and
Puerto Rico under the names Rave, Rave Girl and G+G.  The Debtor
filed for Chapter 11 protection on Jan. 25, 2006 (Bankr.
S.D.N.Y. Case No. 06-10152).  William P. Weintraub, Esq., Laura
Davis Jones, Esq., David M. Bertenthal, Esq., and Curtis A.
Hehn, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub
LLP.  Scott L. Hazan, Esq.. at Otterbourg, Steindler, Houston &
Rosen, P.C., represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets of more than $100 million and debts
between $10 million to $50 million.


GENERAL 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
confirmed the B1 Corporate Family Rating for General Cable
Corporation, as well as the B2 rating on the company's
$285 million 9.5% senior unsecured notes due 2010.  Those
debentures were assigned an LGD4 rating suggesting that creditors
will experience a 70% 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 Highland Heights, Kentucky, General Cable
Corporation -- http://www.generalcable.com/-- is engaged in the  
manufacture and distribution of copper, aluminum and fiber optic
wire and cable products for the energy, industrial, specialty, and
communications markets.


GETTY IMAGES: Earns $37.6 Million in Quarter Ended September 30
---------------------------------------------------------------
Getty Images, Inc., reported $37.6 million of net income for the
third quarter ended Sept. 30, 2006, up 3% compared to $39.3
million in the third quarter of 2005.

Revenue grew 7.4% to $198.1 million from $184.5 million in the
third quarter of 2005.  Excluding the effects of changes in
currency exchange rates, revenue grew 5.3%. As a percentage of
revenue, cost of revenue was 25.4% an improvement from 25.7% in
the prior year.

"Our third quarter results reflect the dynamic changes that are
occurring in our industry, "said Jonathan Klein, co-founder and
chief executive officer.  "Today we are announcing a vision which
will capitalize on the industry evolution, which is as exciting
and as innovative as anything we have done in the past.  We will
manage aggressively through this transformation, directing
resources to areas that provide the most compelling growth
opportunities, thereby, setting the foundation for a new stage of
growth.  Sustained growth will be driven by continuous innovation
and a dedication to serve our customers."

Income from operations was $54.7 million, compared to
$58.7 million in the third quarter of 2005.  Excluding stock-based
compensation, income from operations was $59 million in the third
quarter of 2006, consistent with the third quarter of 2005.
Excluding stock-based compensation, the operating margin was 29.8%
compared to 32.0% in the third quarter last year.

Net cash provided by operating activities was $181.5 million and
the acquisition of property and equipment totaled $49.6 million in
the first nine months of 2006.  

Cash balances were $290.7 million at Sept. 30, 2006, up from
$259.5 million at June 30, 2006.

For the fourth quarter of 2006, the company expects to report
revenue of approximately $196 million.  For 2006, the company
expects to report revenue of approximately $800 million.

The company has announced a realignment of resources that will
result in a charge of approximately $5 million in the fourth
quarter of the year for employee related costs and a possible
additional charge for consolidating certain office space of
approximately $4 million. Full year and fourth quarter guidance
excludes these charges.

Headquartered in Seattle, Washington, Getty Images, Inc. --
http://corporate.gettyimages.com/-- creates and distributes  
visual content.

                        *     *     *

As reported in the Troubled Company Reporter on June 13, 2006,
Moody's Investors Service upgraded the credit ratings of Getty
Images, Inc. and changed the ratings outlook to stable from
positive.  The upgrade in the corporate family rating to Ba1 from
Ba2 reflected Getty's leading market position, improving credit
metrics, impressive operating margins and good secular growth
trends in the stock imagery market.  Moody's also upgraded its
rating on the company's $265 million series B convertible
subordinated notes due 2023, to Ba2 from Ba3.


GREGG APPLIANCES: 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 B2 Corporate Family Rating for Gregg
Appliances, Inc., and its B2 rating on the company's 9% Sr. Notes.  
Additionally, Moody's assigned an LGD4 rating to those bonds,
suggesting noteholders will experience a 57% 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 Indianapolis, Indiana, Gregg Appliances, Inc.,
-- http://www.hhgregg.com/-- is a specialty retailer of consumer  
electronics, home appliances and related services operating under
the name HH Gregg.  The Company operates 58 stores in six
midwestern and southeastern states with revenues of approximately
$753 million for the fiscal year ended March 31, 2004.


HOME DIRECTOR: Judge Jellen Confirms Joint Chapter 11 Plan
----------------------------------------------------------
The Honorable Edward D. Jellen of the U.S. Bankruptcy Court for
the Northern District of California in Oakland confirmed Home
Director Inc. and its debtor-affiliates' Second Amended Joint Plan
of Reorganization on Oct. 12, 2006.  The Court determined that the
Plan satisfies the 13 standards for Confirmation under Section
1129(a) of the Bankruptcy Code.  The Plan took effect on Oct. 23,
2006.

Under the Plan, the Debtors will be substantively consolidated,
with HDI remaining as the Reorganized HDI.  The Plan calls for the
distribution of cash and securities, pursuant to Bankruptcy Code
section 1145(a), with respect to allowed claims as provided under
the Plan.  Interest Holders will not receive any equity interests
or distributions in the Reorganized Debtor.

                      Treatment of Claims

Administrative Claims held by parties other than Home Director
Investors, LLC, estimated at $562,478, will be paid in cash on the
effective date.  Under the Plan, Home Director Investors'
administrative claim will be satisfied in full by issuance of
6,500,000 shares of new common stock, representing approximately
90% ownership in the Reorganized Debtor.  Home Director Investors'
administrative claim is estimated to total $2.5 million.

Priority Tax Claims totaling $166,295 will be either be paid in
full on the effective date or over a six-year period from the date
of assessment, as provided in Section 1129(a)(9)(C) of the
Bankruptcy Code with interest payable at a rate of 8% per annum or
as otherwise established by the Court.

The $1.4 million prepetition secured claim by the Internal Revenue
Service perfected against Debtors Home Director, Inc., and Home
Director Technologies, Inc., will either be paid in full on the
effective date or over a six-year period from the date of
assessment with interest payable at a rate of 8% per annum or as
otherwise established by the Court.  The Secured Claim by the
State of California, Employment Development Department, totaling
$244,688, will also be accorded the same treatment.

Pursuant to the compromise and settlement between the parties,
Judgment Collection Specialists, Inc., will retain its Judgment
Lien as an allowed secured claim against Debtor DHI, and the
Reorganized Debtor will pay Judgment Collection $15,000 cash in
full satisfaction of its secured claim.

All other secured Claims are unimpaired and the Plan will leave
unaltered the legal, equitable and contractual rights to which the
claim entitles the holder

Holders of general unsecured claims, totaling $4.2 million, are
expected to recover approximately 14% of their claims.  Each
allowed general unsecured creditor will receive its pro rata share
of:

     -- a $60,000 payment within 30 days of the effective date or
        as soon as practical;

     -- a $150,000 payment within 30 days of the first anniversary
        date of confirmation of the Plan;

     -- a $150,000 payment within 30 days of the second
        anniversary date of confirmation of the Plan;

     -- 750,000 shares of New Common Stock representing
        approximately 10% of the New Common Stock of the
        Reorganized Debtor; and

     -- Net Recoveries of any Litigation Claims.

General Unsecured Claims of $5,000 or less and Claims within the
range of $5,000 and $10,000, provided the holders of such claims
reduce their claims to $5,000, will receive a cash payment equal
to approximately 27% on account of its allowed convenience claim.

Home Director Inc., Home Director Technologies Inc., and Digital
Interiors Inc. common stock will be eliminated upon confirmation
of the Plan and interest holders will not receive or retain any
property or interest.

A copy of the confirmed Plan is available for a fee at:

   http://www.researcharchives.com/bin/download?id=061026044343

Headquartered in Fremont, California, Home Director, Inc. --
http://www.homedirector.com/-- designs, manufactures, sells and  
installs home networking solutions that connect audio systems,
video and television services, security systems and utilities,
personal computers and the Internet.  The company and its debtor-
affiliates filed separate chapter 11 petitions on Sept. 28, 2005.
(Bankr. N.D. Calif. Lead Case No.: 05-45812).  Tracy Green, Esq.,
and Elizabeth Berke-Dreyfuss, Esq., at Wendel, Rosen, Black and
Dean, represent the Debtors.  The Debtors estimated their assets
at $10.6 million and Debts at $4.2 million when they filed for
bankruptcy.


HONS TRUCKING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Hons Trucking, Inc.
        18490 Emerald Forest Drive
        New Caney, TX 77357

Bankruptcy Case No.: 06-35729

Chapter 11 Petition Date: October 26, 2006

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Roger Harmon Broach, Esq.
                  P.O. Box 56143
                  Houston, TX 77256-6143
                  Tel: (281) 435-7699
                  Fax: (713) 643-1041

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


ICON HEALTH: 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 Caa1 Corporate Family Rating for Icon Health &
Fitness Inc.

Moody's also revised its rating on the company's $155 million  
11.25% Subordinate Notes due 2012 to Caa2 from Caa3.  Those
debentures were assigned an LGD5 rating suggesting that creditors
will experience an 80% loss in the event of a default.

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

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

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

Headquartered in Logan, Utah, Icon Health & Fitness Inc. is a
manufacturer and marketer of fitness equipment in the world.
http://www.iconfitness.com


ITRON INC: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
confirmed its Ba3 Corporate Family Rating for Itron Inc.  The
rating on the company's $55 million Senior Secured Revolver due
2009 was revised to Baa3 from Ba3.  Those debentures were assigned
an LGD1 rating suggesting creditors will experience a 3% loss in
the event of default.

Additionally, Moody's revised its ratings on the company's
$125 million 7.875% Subordinate Notes due 2012 to Ba1 from B2.
Moody's assigned those debentures an LGD2 rating suggesting a
projected loss-given default of 25%.

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

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

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

Headquartered in Liberty Lake, Washington, Itron Inc. --
http://www.itron.com/-- offers products and services for energy  
and water providers around the world.


JEMSEK CLINIC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jemsek Clinic, P.A.
        dba Jemsek Specialty Clinic, Lyme and
        Related Diseases, PLLC
        fka Jemsek Clinic, PLLC
        14330 Oakhill Park Lane
        Huntersville, NC 28078
        Tel: (704) 987-2111

Bankruptcy Case No.: 06-31766

Type of Business: The Debtor operates a center for the practice of
                  internal medicine and infectious diseases.  Its
                  clinic staff specializes in general infectious
                  disease diagnosis and treatment, with a primary
                  focus on HIV/AIDS and Lyme Disease.
                  See http://www.jemsekclinic.com/

Chapter 11 Petition Date: October 25, 2006

Court: Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: Travis W. Moon, Esq.
                  Hamilton Fay Moon Stephens
                  Steele & Martin, PLLC
                  2020 Charlotte Plaza
                  201 South College Street
                  Charlotte, NC 28244-2020
                  Tel: (704) 344-1117

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Scottish Bank                      Bank Loan           $1,220,012
325 South Sharon Amity Road
Charlotte, NC 28211

First Citizens Bank                Bank Loan             $715,748
First Citizens Bank Plaza
128 South Tryon Street, 2nd Floor
Charlotte, NC 28202

Quest Diagnostics                  Trade Debt             $56,447
330 Billingsley Road
Charlotte, NC 28211

Florida Infusion Pharmacy          Trade Debt             $43,612
4180 Corporate Court Palm
Palm Harbor, FL 34663

MGMA                               Trade Debt             $23,239
104 Inverness Terrace East
Englewood, CO 80112-5306

David Chilman                      Trade Debt             $22,301

Mecklenburg County Tax Collector   Trade Debt             $21,570

James A. Wilson                    Trade Debt             $18,120

Physician Sales & Services, Inc.   Trade Debt              $8,504

American Express                   Trade Debt              $6,799

SIM                                Trade Debt              $7,062

Boch, Lindsey & Frame LLP          Trade Debt              $7,032

Inland Mid-Atlantic                Trade Debt              $4,849
Management Corp.

Time Warner Telecom                Trade Debt              $4,362

Womble Carlyle Sandridge and       Trade Debt              $3,829
Rica, PLLC

The Charlotte Observer             Trade Debt              $3,070

McGuire Woods, LLP                 Trade Debt              $2,989

CD Capital                         Trade Debt              $2,843

Pensys                             Trade Debt              $1,290

Pitney Bowes - Purchase Power      Trade Debt              $1,449


JO-ANN STORES: Posts $21.2 Million Net Loss in 2006 Second Quarter
------------------------------------------------------------------
Jo-Ann Stores Inc. reported a net loss of $21,200,000 for the
thirteen weeks ended July 29, 2006, compared to a net loss of
$5,100,000 for the same period last year.

Net sales for the current period was $363,200,000, compared to
$383,800,000 in 2005.                                    

At July 29, 2006, the company's balance sheet showed total assets   
of $939,500,000, total liabilities of $563,800,000, and total
shareholders' equity of $375,700,000.  
                    
A full-text copy of the company's second quarter report is
available for free at http://researcharchives.com/t/s?13e5

                  About Jo-Ann Stores, Inc.                          

Hudson, Ohio-based Jo-Ann Stores, Inc. -- http://www.joann.com/--  
is the leading U.S. fabric and craft retailer with locations in 47
states, operates 688 Jo-Ann Fabrics and Crafts traditional stores
and 154 Jo-Ann superstores.

                         *     *     *

As reported in the Troubled Company Reporter on April 11, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Jo-Ann Stores to 'B-' from 'B+'.  The subordinated debt
rating was lowered to 'CCC' from 'B-'.  The outlook is negative.  
All ratings were removed from CreditWatch, where they were placed
with negative implications on Oct. 6, 2005.

As reported in the Troubled Company Reporter on Feb. 17, 2006,
Moody's Investors Service lowered all ratings of Jo-Ann Stores,
Inc., including the rating on a $100 million issue of 7.5% senior
subordinated notes due 2012 to B3 from B2.  The rating downgrade
was prompted by the adverse impact that weak merchandising
programs and a slowdown in several categories have had on sales,
cash flow, and working capital.


JOHN MANEELY: Atlas Merger Deal Cues S&P's Developing Rating Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and its other ratings on John Maneely Co. on CreditWatch with
developing implications following the announcement by its owner,
The Carlyle Group, that it signed a definitive agreement to merge
John Maneely with unrated Atlas Tube Inc.

"A proposed merger with Atlas Tube would improve John Maneely's
business risk profile by expanding the company's scope of
operations and diversifying the company's product mix," Standard &
Poor's credit analyst Dominick D'Ascoli said.

Atlas Tube manufactures hollow structural sections, which are used
in nonresidential and other applications predominantly as
structural members, while John Maneely's currently product focus
is on standard pipe (used for conveying fluids, gas, and air under
pressure) and electrical conduit (used as an encasement of
electrical wiring).

The combined company is expected to have sales in excess of
$2 billion and annual sales volumes of more than 2 million tons.

Details of the financing have not been disclosed, and at this
point it is unclear how an acquisition of this magnitude will be
financed.

"In resolving the CreditWatch, we will evaluate the improvement to
John Maneely's business risk profile and the financing details,"
Mr. D'Ascoli said.


JOHN MANEELY: $1.5 Bil. Atlas Deal Prompts Moody's Ratings Review
-----------------------------------------------------------------
Moody's Investors Service placed the ratings Corporate Family
Rating of B1 of John Maneely Company under review for possible
downgrade.  The review was prompted by John Maneely's announcement
that it has entered into a definitive agreement to acquire Atlas
Tube Inc. for approximately $1.5 billion including stock and debt.

Moody's review will assess the impact of increased leverage on
John Maneely's credit profile and capital structure, and the
overall debt service capabilities of the company in light of the
expanded business platform and higher debt levels.  In addition,
Moody's review will consider the amount of equity that might be
contributed by the Carlyle Group, the company's equity sponsor,
the strategic positioning of the combined companies in the markets
served, and the potential for integration risks.

On Review for Possible Downgrade:

Issuer: John Maneely Company

   * Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B1

   * Outlook, Changed To Rating Under Review From Stable

Headquartered in Collingswood, New Jersey, John Maneely had net
revenues of $713 million in its fiscal year ended September 30,
2005.

Headquartered in Harrow, Ontario, Canada, Atlas Tube, a producer
of structural tube, had revenues of CDN$1.3 billion in its fiscal
year ended Dec. 31, 2005.


KAYDON CORPORATION: 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 Ba2 Corporate Family Rating for Kaydon Corporation,
as well as its Ba3 rating on the company's $200 million 4%
Convertible Senior Subordinate Notes due 2023.  Those debentures
were assigned an LGD5 rating suggesting noteholders will
experience a 75% 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 Danville, Illinois, Kaydon Corporation --
http://www.kaydon.com/-- thru its subsidiary Tridan International  
Inc., supplies machinery for the production of evaporators and
condensers commonly used in manufacturing air and refrigeration
systems.


KB HOME: Late 10-Q Filing Cues S&P to Place Ratings on Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its corporate credit,
senior unsecured, and senior subordinated debt ratings on KB Home
on CreditWatch with negative implications.

The CreditWatch listings affect $1.65 billion of senior notes and
$750 million of senior subordinated notes.

The CreditWatch placements reflect:

   -- KB Home's late quarterly financial filing;

   -- The current independent review of its stock option
      practices, which has delayed the filing of its financials;
      and

   -- The recent notice of default related to its filing status
      and the likelihood that additional default notices will be
      filed, which could accelerate the maturity of some debt
      securities.

KB Home has 60 days from the date a notice of default is filed to
cure the event of default.  The cure period extends through
either:

   -- Dec. 17, 2006 (if the notice of default under the indenture
      relating to the 6.25% senior notes due 2015 purporting
      Oct. 18, 2006, as the default date is valid) or

   -- Dec. 24, 2006 (if Oct. 25, 2006, is the default date, as the
      indenture language indicates, and notices of default are
      sent, which should be expected).

Although management expects to file its 10-Q within the cure
period, the timing and outcome of the independent review of KB
Home's stock option granting practices remains uncertain and
ultimately drives KB Home's ability to file its 10-Q within the
cure period.

Furthermore, an informal Securities and Exchange Commission
investigation related to the company's stock option practices
could linger beyond the completion of the internal review, which
may or may not affect the company's ability to file its 10-Q.

KB Home recently received a one-time extension until Dec. 24,
2006, to deliver quarterly financials to its bank lenders.

Furthermore, the company commenced a consent solicitation for its
senior notes only to extend the period to cure the event of
default until Feb. 23, 2007.  This consent solicitation did not
include the company's senior subordinated notes.

S&P will continue to closely monitor these events.  S&P will
affirm the ratings and remove them from CreditWatch upon
satisfactory resolution of the consent solicitation and the 10-Q
filing and board options review.

Alternatively, S&P will lower the ratings or revise its outlook on
KB Home to negative if the potential refinancing of some debt
securities results in a material component of floating-rate short-
term debt or pressures debt protection metrics.
    
              Ratings Placed On CreditWatch Negative
   
                                     Rating
                                     ------
                              To                From
                              --                ----
   Corporate credit           BB+/Watch Neg/--  BB+/Stable/--
   Senior unsecured notes     BB+/Watch Neg     BB+
   Senior subordinated notes  BB-/Watch Neg     BB-


LEVEL 3: Selling $600MM 9.25% Senior Notes Due 2014 at 100% of Par
------------------------------------------------------------------
Level 3 Communications Inc.'s subsidiary, Level 3 Financing, Inc.,
has agreed to sell $600 million aggregate principal amount of
9.25% Senior Notes due 2014 in a 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 9.25% Senior Notes due 2014 were
priced to the investors at 100% of par.

The senior notes have not been 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 on
Oct. 30, 2006, subject to customary closing 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 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.


LEVEL 3 FINANCING: Moody's Rates New $600 Million Sr. Notes at B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Level 3
Financing, Inc.'s new $600 million fixed rate senior notes due
2014.  The proceeds from new financing will be used to fund
acquisitions and capital expenditures.  Moody's affirmed Level 3
Communications, Inc.'s corporate family rating at Caa1 with a
stable rating outlook, as the pro-forma leverage is expected to
remain below the 10x level Moody's previously indicated could put
downward pressure on the rating, and as the rating agency
continues to expect the company to commence generating free cash
flow in 2008.  Moody's also affirmed the ratings of existing debt
at Level 3 and Financing.

Moody's took these ratings actions:

Issuer: Level 3 Communications, Inc

   * Corporate Family Rating -- Affirmed Caa1

   * Probability of Default Rating -- Affirmed Caa1

   * Senior Notes -- Caa2 Affirmed; to LGD5-70% from LGD4-67%

   * Senior Euro Notes -- Caa2 Affirmed; to LGD5-70% from
     LGD4-67%

   * Convertible Senior Notes -- Caa2 Affirmed; to LGD5-70% from       
     LGD4-67%

   * Convertible Subordinated Notes -- Affirmed Caa3, LGD6-94%

   * Outlook - Stable

Issuer: Level 3 Financing, Inc

   * New $600 million Senior Notes -- Assigned B2, LGD3-30%

   * Senior Secured Term Loan -- Affirmed B1, LGD1-3%

   * Senior Floating Rate Notes --B2 Affirmed; to LGD3-30% from   
     LGD2-28%

   * Senior Notes -- B2 Affirmed, to LGD3-30% from LGD2-28%

   * Outlook - Stable

The Caa1 rating reflects the overall high business risk for the
long-haul carrier industry, Level 3's high financial risk and
continued cash burn, which is partly mitigated by its very good
near-term liquidity.  In addition, the company faces challenges in
integrating the recently announced acquisitions.  Broadwing is the
sixth announced acquisition in the past year by Level 3, with the
prior five recently closing.  Although Broadwing offers primarily
the same services as Level 3's core business, the recent
acquisitions of metropolitan telecommunications companies
represent a new line of business for Level 3, and it puts the
company in competition with some of its larger customers, giving
rise to potential channel conflicts.

The stable outlook reflects Moody's views that Level 3 will
continue to achieve synergies from its acquisitions as it focuses
on the core telecommunications business, and the expectation that
should acquisition activity continue, it will not materially
impact the company's credit profile.

Level 3 provides sales of $3 billion in the last twelve months
ending 3Q 2006, excluding the revenues of Software Spectrum
business which the company sold during third quarter 2006.  The
company's headquarters are located in Broomfield, Colorado.


MAVERICK TUBE: Tenaris Buyout Prompts Moody's to Withdraw Ratings
-----------------------------------------------------------------
Moody's Investors Service confirmed and will subsequently withdraw
the ratings for Maverick Tube Corporation.  Moody's will
subsequently withdraw the Ba3 rated corporate family rating, the
Ba3 LGD assessment, the B1and the LGD 5 (73%) ratings on the
1.875% convertible senior subordinated notes.  The outlook is
stable.  Moody's does not rate the other notes of Maverick.

The ratings are being confirmed and will subsequently be withdrawn
because Maverick has been fully acquired by Tenaris S.A. and
consequently, the notes are not expected to remain outstanding
since they are expected to be converted to cash within the next
month and receive a make-whole premium as per the terms of the
indenture.  Moody's also does not currently rate Tenaris or any of
its subsidiaries.

Headquartered Chesterfield, Missouri, Maverick Tube Corporation
produces welded tubular steel products used in the oil and natural
gas industry and for various electrical applications.  The energy
products line consists of oil country tubular goods, couplings and
coiled tubing which are used in newly drilled oil and natural gas
wells, line pipe used in transporting oil and natural gas and
coiled tubing used in well workover and subsea applications
throughout the United States, Canada, and Latin America.


MERIDIAN AUTOMOTIVE: Gets Court Approval of Disclosure Statement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the Disclosure Statement and proposed solicitation procedures of
Meridian Automotive Systems, Inc., thereby allowing the company to
enter the final stages of its exit from Chapter 11.  Meridian will
begin distributing balloting materials to all creditors in order
to solicit their votes in support of its Plan of Reorganization.  
The company anticipates a confirmation hearing on Nov. 29, 2006
and that the Plan will become effective on or about Dec. 11, 2006.

"We are pleased to have received the Bankruptcy Court's approval
of our Disclosure Statement [on Oct. 25, 2006], which moves us
closer to our ultimate emergence from Chapter 11," Richard E.
Newsted, Meridian's President and CEO, said. Most important, our
Plan has the support of our major secured creditor classes and the
Official Committee of Unsecured Creditors."

A full-text blacklined copy of the Company's Disclosure Statement
is available for free at: http://ResearchArchives.com/t/s?1411

A full-text blacklined copy of Meridian Automotive's Fourth
Amended Reorganization Plan is available for free
at: http://ResearchArchives.com/t/s?1412

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies    
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.


MICHAEL'S STORES: Moody's Holds Proposed $2.4 Bil. Sr. Loan at B2
-----------------------------------------------------------------
Moody's Investors Service affirmed the proposed $2.4 billion
senior secured term loan for Michael's Stores Inc. at B2, the
proposed $750 million senior note issue at B2, the proposed
$400 million senior subordinated note issue at Caa1, the corporate
family rating at B2, the default probability rating at B2, and the
speculative grade liquidity rating at SGL-3.  Moody's also
assigned a Caa1 rating to a proposed $250 million issue of junior
subordinated discount notes.

Moody's does not rate the proposed $1 billion secured revolving
credit facility.  Proceeds from the new debt, together with
incremental equity investment from the new owners Blackstone and
Bain, will be used to finance the leveraged buyout of the company
for total consideration of about $6 billion.  Relative to the
prior capital structure that was rated on September 28, 2006, the
senior notes were upsized to $750 million from $700 million, the
senior subordinated notes were downsized to $400 million from $700
million, and the $250 million issue of subordinated discount notes
was newly created.  The rating outlook is stable.

Ratings assigned:

   * $250 million subordinated discount notes at Caa1

Ratings affirmed:

   * $2.4 billion senior secured term loan at B2;
   * $750 million senior notes at B2;
   * $400 million senior subordinated notes at Caa1;
   * Corporate family rating at B2;
   * Probability-of-default rating at B2;
   * Speculative Grade Liquidity Ratings of SGL-3.

The affirmation of the corporate family rating at B2 reflects
the balance of certain qualitative rating drivers that have low
investment grade characteristics with important quantitative and
qualitative attributes that are solidly non-investment grade.  In
particular, driving down the rating with Caa attributes are the
weak post-transaction credit metrics reflecting high leverage, low
fixed charge coverage, and minimal free cash flow.

Also constraining the rating with a B characteristic is the
company's aggressive financial policy in which forward financial
flexibility is being severely diminished for the benefit of pre-
transaction shareholders. Partially offsetting these risks are the
history of low cyclicality and seasonality for Michael's stores
compared to many other specialty retailers, the geographic
diversity across the U.S. and Canada, and the strong market
position relative to other traditional and non-traditional craft
retailers.

The affirmation of the Speculative Grade Liquidity Rating at SGL-3
recognizes that cash flows for capital investment are likely to be
sizable in comparison with operating cash flow, and that the
revolving credit facility will be meaningfully utilized at least
for the next four quarters.

The stable outlook anticipates that the company will steadily grow
revenue and cash flow.  The outlook also considers Moody's
expectation that the company's policy with respect to uses of
discretionary cash flow will be measured, resulting in balance
sheet improvement.  In addition, Moody's also expects that the
company will maintain solid liquidity through moderation of
planned growth capital investment if operating results fall below
plan.  Ratings could eventually move upward if the company
continues the historical pattern of consistent sales growth at new
and existing stores; if the company achieves a material part of
anticipated post-merger operating synergies; and if financial
flexibility sustainably strengthens such that EBIT coverage of
interest expense approaches 1.5x, leverage falls toward 6x, and
Free Cash to Debt approaches 5% on a sustainable basis.

A permanent decline in revolving credit facility availability,
inability to improve comparable store sales and operating margins,
or an aggressive financial policy action could cause the ratings
to be lowered.  Specifically, ratings would to be lowered if
operating performance falters such that debt to EBITDA is
permanently above 8x, EBIT to interest expense remains near or
below 1 time, or free cash flow to debt continues to be negative.

Moody's applied its new Probability-of-Default and Loss-Given-
Default rating methodology to Michael's.  Moody's current long-
term credit ratings are opinions about expected credit loss which
incorporate both the likelihood of default and the expected
loss in the event of default.  The LGD rating methodology
disaggregates these two key assessments in long-term ratings.

The LGD rating methodology also enhances the consistency in
Moody's notching practices across industries and improves the
transparency and accuracy of our ratings as our research has shown
that credit losses on bank loans have tended to be lower than
those for similarly rated bonds.

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

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

Michael's Stores, Inc, with headquarters in Irving, Texas,
operates the largest chain of craft superstores in North America
with 1085 stores located in the U.S. and Canada.  Revenue for the
twelve months ending July 29, 2006 was $3.7 billion.


MORGAN STANLEY: Fitch Junks Rating on Class B-1 Issue
-----------------------------------------------------
Fitch Ratings has taken rating actions on these Morgan Stanley
issues:

   Series 2001-AM1

        -- Class M-1 affirmed at 'AAA';

        -- Class M-2 downgraded from 'A-' to 'BBB+';

        -- Class B-1 downgraded from 'B' to 'C' and assigned a   
           Distressed Recovery rating of 'DR2';

   Series 2001-NC1

        -- Class M1 affirmed at 'AAA';
        -- Class M2 affirmed at 'A+';
        -- Class B1 affirmed at 'BBB-';

   Series 2001-NC2

        -- Class M-1 affirmed at 'AAA';
        -- Class M-2 affirmed at 'AA-';
        -- Class B affirmed at 'BBB-';

   Series 2001-NC4

        -- Class M-1 affirmed at 'AAA';
        -- Class M-2 downgraded from 'AA' to 'AA-';
        -- Class B-1 downgraded from 'BBB-' to 'B+';

   Series 2002-AM2

        -- Class M-1 affirmed at 'AA';
   
        -- Class M-2 affirmed at 'A';
   
        -- Class B-1, B-2 downgraded from 'B+' to 'C' and assigned
           a DR rating of 'DR6';

   Series 2002-AM3

        -- Class A affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA';
        -- Class M-2 affirmed at 'A';
        -- Class B-1 affirmed at 'BBB';
        -- Class B-2 downgraded from 'BB+' to 'B+';

   Series 2002-HE1

        -- Class A affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA';
        -- Class M-2 affirmed at 'A';
        -- Class B-1 affirmed at 'BBB';
        -- Class B-2 affirmed at 'BB+';

   Series 2002-HE2

        -- Class A affirmed at 'AAA';

        -- Class M-1 affirmed at 'AA';

        -- Class M-2 downgraded from 'A' to 'A-';

        -- Class B-1 downgraded from 'BBB' to 'B';

        -- Class B-2 downgraded from 'BBB-' to 'C' and assigned a
           DR rating of 'DR5';

   Series 2002-HE3

        -- Class A affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA';
        -- Class M-2 affirmed at 'A';
        -- Class B-1 affirmed at 'BBB';
        -- Class B-2 downgraded from 'BBB-' to 'BB+';

   Series 2002-NC2

        -- Class M-1 affirmed at 'AA';
        -- Class M-2 affirmed at 'A';
        -- Class B-1 downgraded from 'BBB-' to 'BB-';

   Series 2002-NC3

        -- Class A affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA';
        -- Class M-2 affirmed at 'A';
        -- Class B-1 affirmed at 'BBB';
        -- Class B-2 affirmed at 'BBB-';

   Series 2002-NC4

        -- Class M-1 affirmed at 'AA';
        -- Class M-2 affirmed at 'A';
        -- Class B-1 downgraded from 'BBB' to 'BB';
        -- Class B-2 downgraded from 'BB+' to 'B+';

   Series 2002-NC5

        -- Class M-1 affirmed at 'AA';
        -- Class M-2 affirmed at 'A+';
        -- Class M-3 affirmed at 'A';
        -- Class B-1 downgraded from 'BBB' to 'BB';
        -- Class B-2 downgraded from 'BBB-' to 'B+';

   Series 2002-NC6

        -- Class M-1 upgraded from 'AA' to 'AA+';
        -- Class M-2 affirmed at 'A';
        -- Class B-1 affirmed at 'BBB';
        -- Class B-2 affirmed at 'BBB-';

   Series 2002-OP1

        -- Class M-1 affirmed at 'AA';

        -- Class M-2 downgraded from 'A' to 'A-';

        -- Class B-1 downgraded from 'BB+' to 'B';

        -- Class B-2 downgraded from 'BB' to 'C' and assigned a DR
           rating of 'DR5';

   Series 2003-HE1

        -- Class M-1 upgraded from 'AA' to 'AA+';
        -- Class M-2 upgraded from 'A' to '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 2003-NC5

        -- 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 2003-NC6

        -- 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 downgraded from 'BBB-' to 'BB+';

   Series 2003-NC3

        -- Class M-1 affirmed at 'AA';
        -- Class M-2 affirmed at 'A+';
        -- Class M-3 affirmed at 'A';
        -- Class B-1 affirmed at 'A-';
        -- Class B-2 downgraded from 'BBB+' to 'BBB-';
        -- Class B-3 downgraded from 'BBB' to 'BB'.

The mortgage loans consist of fixed- and adjustable-rate; 15- and
30-year mortgages extended to subprime borrowers and are secured
by first and second liens, primarily on one- to four-family
residential properties.  As of the September 2006 distribution
date, the transactions are seasoned from a range of 39 (2003-HE1)
to 64 (2001-NC1) months and the pool factors (current mortgage
loan principal outstanding as a percentage of the initial pool)
range from 5.00% (2001-NC1) to 16.20% (2003-HE1).

The loans are serviced by various servicers, including Litton Loan
Servicing (rated 'RPS1' by Fitch), Option One (rated 'RPS1' by
Fitch), and Ocwen Bank (rated 'RPS2' by Fitch).  The AM series are
backed by collateral primarily originated or acquired by Aames
Capital Corporation.  The NC series are backed by collateral
primarily originated or acquired by New Century Capital
Corporation.  The OP series is backed by collateral primarily
originated or acquired by Option One Mortgage Corporation.  The HE
series are backed by collateral originated or acquired from
multiple sellers.

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$983.76 million of outstanding certificates.

The negative rating actions reflect deterioration in the
relationship between available CE and future loss expectations and
affect approximately $103.62 million of outstanding certificates.  
All of the transactions affected by negative actions are below
their overcollateralization targets.

The positive rating actions reflect an improvement in the
relationship between CE and future loss expectations and affect
approximately $148.65 million of outstanding certificates.

Series 2001-AM1, aged 59 months, has a pool factor of
approximately 5.8% and a current balance of approximately $20.64
million.  It has sustained a cumulative loss to date of
approximately 3.27%, and has serious delinquencies (defined as
loans 60+ days delinquent, in bankruptcy, foreclosure, or real
estate owned), that make up approximately 37.46% of the current
balance.

Series 2001-NC4, aged 57 months, has a pool factor of
approximately 8% and a current balance of approximately $52.11
million.  It has sustained a cumulative LTD of approximately
2.47%, and has serious delinquencies that make up approximately
45.82% of the current balance.

Series 2002-AM2, aged 53 months, has a pool factor of
approximately 6.9% and a current balance of approximately $29.6
million.  It has sustained a cumulative LTD of approximately
1.92%, and has serious delinquencies that make up approximately
29.34% of the current balance.

Series 2002-NC2, aged 53 months, has a pool factor of
approximately 7.9% and a current balance of approximately $46.19
million.  It has sustained a cumulative LTD of approximately 1.7%,
and has serious delinquencies that make up approximately 23.32% of
the current balance.

Series 2002-HE2, aged 50 months, has a pool factor of
approximately 9.5% and a current balance of approximately $59.23
million.  It has sustained a cumulative LTD of approximately
1.88%, and has serious delinquencies that make up approximately
32.92% of the current balance.

Series 2002-NC4, aged 48 months, has a pool factor of
approximately 10.1% and a current balance of approximately $71.46
million.  It has sustained a cumulative LTD of approximately 2%,
and has serious delinquencies that make up approximately 29.47% of
the current balance.

Series 2002-OP1, aged 49 months, has a pool factor of
approximately 8% and a current balance of approximately $33.06
million.  It has sustained a cumulative LTD of approximately
1.59%, and has serious delinquencies that make up approximately
33.66% of the current balance.

Series 2002-NC5, aged 47 months, has a pool factor of
approximately 10.3% and a current balance of approximately $84.79
million.  It has sustained a cumulative LTD of approximately
1.79%, and has serious delinquencies that make up approximately
24.76% of the current balance.

Series 2002-AM3, aged 47 months, has a pool factor of
approximately 12.6% and a current balance of approximately $92.26
million.  It has sustained a cumulative LTD of approximately
2.02%, and has serious delinquencies that make up approximately
21.06% of the current balance.

Series 2002-HE3, aged 46 months, has a pool factor of
approximately 13.7% and a current balance of approximately $69.48
million.  It has sustained a cumulative LTD of approximately
1.86%, and has serious delinquencies that make up approximately
27.55% of the current balance.

Series 2003-NC3, aged 42 months, has a pool factor of
approximately 10.6% and a current balance of approximately $74.04
million.  It has sustained a cumulative LTD of approximately
1.06%, and has serious delinquencies that make up approximately
22.13% of the current balance.

Series 2003-NC6, aged 39 months, has a pool factor of
approximately 12.6% and a current balance of approximately $100.44
million.  It has sustained a cumulative LTD of approximately
1.05%, and has serious delinquencies that make up approximately
20.73% of the current balance.


NATIONAL WARRANTY: Liquidators Call for Eligible Claims
-------------------------------------------------------
G.T.L. Bullmore and S.L.C. Whicker, the joint official liquidators
of National Warranty Insurance Risk Retention Group are asking
parties who wish to make a claim against NWIG with respect to
vehicle service contracts backed by the company to turn in their
claims.

Parties who want to assert a claim are directed to download a
claim form at National Warranty's Web site or call 1-877-750-6944
to request a copy of the form.  All claim form must be submitted
by Nov. 30, 2006, to:

        Joint Official Liquidators of NWIG
        c/o Suite 202
        Grand Central Court
        620 N 48th Street
        Lincoln, NE 68505-0846

The joint official liquidators will reviewe all claims filed.  
They caution that National Warranty is insolvent and accepted
claims will probably not be paid in full.

The liquidators add that the ability to claim of parties with
vehicle warranties issued by SC&E Administrative Services Inc.,
American Prime Asset or Triad Marketing Group LLC, may have been
affected by the certification of a class of creditors in
litigation to which S&CE, Triad and APA are party.  According to
the liquidators, a claim will be submitted on behalf of these
parties and they cannot directly lay a claim against National
Warranty.

Based in Lincoln, Nebraska and incorporated in the Cayman Islands,
National Warranty Insurance Co. -- http://www.nwig.com/--  
insured, reinsured, designed, and administered mechanical related
warranties.  In June 2004,  the Grand Court of the Cayman Islands
declared the company insolvent and appointed Theo Bullmore and
Simon Whicker, partners of KPMG in the Cayman Islands, as Joint
Official Liquidators.


NORD RESOURCES: Amends Pact with Coyote Springs and Mimbres Owners
------------------------------------------------------------------
Nord Resources Corporation entered into amendments to its stock
option agreements with the Coyote Springs Owners and the Mimbres
Owners.

The Company's stock option agreements with each of the Coyote
Springs Owners and the Mimbres Owners did not contain any
provisions with respect to the treatment of the options in the
event of a merger or any other significant corporate transaction
involving the Company.

                     Coyote Spring Amendment

The Coyote Springs Owners Amendment Agreement dated Oct. 17, 2006,
amends the terms of the Agreement, among others, as follows:

   -- in the event of a merger of the Company, its obligation to
      Coyote Springs Owners will be satisfied by the payment of
      the greater of the cash amount payable or the value of the
      number of "Substitute Shares" equal to the number of common
      shares issuable at the time under the Option Agreement
      multiplied by the "Conversion Ratio";

   -- the payment will be made, at the election of the
      "Successor," either in cash or by the issuance of the number
      of Substitute Shares;

   -- in the event of a Qualifying Merger, the Company's
      obligation will be satisfied, at the option of the
      Successor, by either issuing to each of the Coyote Springs
      Owners the equivalent number of "Substitute Options"
      multiplied by the Conversion Ratio or a cash amount equal to
      the value of such Substitute Options;

   -- the exercise price of each Substitute Option will be 15%
      below the market price of the Substitute Shares on the date
      of issuance of the Substitute Options;

The Company acquired an exclusive option from Thornwell Rogers,
South Branch Resources, LLC, and MRPGEO, LLC, the Coyote Springs
Owners, to purchase the leasehold rights and mining claims located
in the Safford mining district in Graham County, Arizona,
described as "Coyote Springs".

                        Mimbres Amendment

The Mimbres Owners Amendment Agreement, amends the terms of the
Option Agreement, among others, as follows:

   -- in the event of a Qualifying Merger, the Company's
      obligation to each of the Mimbres Owners will be satisfied
      by the payment of the greater of the cash amount payable at
      that time under the Option Agreement or the value of the
      number of "Substitute Shares" at that time under the Mimbres
      Option Agreement multiplied by the "Conversion Ratio";

   -- the foregoing payment will be made, at the election of the
      "Successor," either in cash or by the issuance of the number
      of Substitute Shares as so calculated;

   -- in the event of a Qualifying Merger, the Company's
      obligation to each of the Mimbres Owners will be satisfied,
      at the option of the Successor, by either issuing to each of
      the Mimbres Owners "Substitute Options" equal to the number
      of Options issuable at the time under the Option Agreement
      multiplied by the Conversion Ratio or paying to each of the
      Mimbres Owners a cash amount equal to the value of the
      Substitute Options;

   -- the exercise price of each Substitute Option will be 15%
      below the market price of the Substitute Shares on the date
      of issuance of the Substitute Options;

The Company acquired an exclusive option from Thornwell Rogers,
South Branch Resources and MRPGEO, the Mimbres Owners, to purchase
the leasehold rights and mining claims for a porphyry copper
exploration target known as the Mimbres property, located near
Silver City, New Mexico.

A full text-copy of the Coyote Springs Amendment may be viewed at
no charge at http://ResearchArchives.com/t/s?1408

A full text-copy of the Mimbres Amendment may be viewed at no
charge at http://ResearchArchives.com/t/s?1409   

Headquartered in Dragoon, Arizona, Nord Resources Corporation
(Pink Sheets: NRDS) -- http://www.nordresources.com/-- is a  
natural resource company focused on near-term copper production
from its Johnson Camp Mine and the exploration for copper, gold
and silver at its properties in Arizona and New Mexico.  The
Company also owns approximately 4.4 million shares of Allied Gold
Limited, an Australian company.  In addition, the Company
maintains a small net profits interest in Sierra Rutile Limited, a
Sierra Leone, West African company that controls the world's
highest-grade natural rutile deposit.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 8, 2006,
Nord Resources Corporation's balance sheet at June 30, 2006,
showed $4,214,657 in total assets and $8,430,713 in total
liabilities, resulting in a $4,216,056 stockholders' deficit.  The
Company had a $3,120,573 deficit at March 31, 2006.


NORTEL NETWORKS: Doubles Network Capacity Through Wireless Tech.
----------------------------------------------------------------
Nortel Networks has conducted the industry's first wireless
transmission using Uplink Collaborative MIMO to demonstrate the
ability for operators to serve up to double the number of
mobile broadband subscribers supported in a cell site as current
wireless technologies allow.

For 4G wireless operators, MIMO enables the potential to
substantially increase their subscription revenue with the same
capital investment.  Developed by Nortel, Collaborative MIMO is
part of the WiMAX industry standard and is also being proposed for
3GPP WCDMA Long-Term Evolution (LTE) and 3GPP2 CDMA EV-DO Rev-C
standards.

"Uplink Collaborative MIMO creates a technological disruption that
offers revolutionary improvement in wireless network capacity and
provides a clear path to 4G Mobile Broadband - of which WiMAX is
the first technology," said John Hoadley, chief technology
officer, Mobility and Converged Core Networks, Nortel.

"Nortel's latest demonstration confirms that subscriber count and
capacity gains of OFDM-MIMO can be delivered even where individual
devices are not MIMO-enabled with multiple transmit antennas.
Collaborative MIMO provides the greater uplink capacity and
spectral efficiency needed by operators to deliver a full mobile
broadband experience which will include internet, video and VoIP
cost-effectively across a wide range of devices," he said.

The demonstration at Nortel's Advanced Wireless Lab in Ottawa,
used Multiple-Input, Multiple-Output (MIMO), an emerging wireless
antenna technology that will serve as the foundation of Nortel's
4G Mobile Broadband solutions.

For the demonstration, Nortel used MIMO-enabled multiple antennas
at the cell site and on 4G devices together with orthogonal
frequency division multiplexing transmission technology.  Previous
Nortel and industry research has shown that a combination of these
two technologies offers the ability to deliver the highest network
bandwidth and greatest spectral efficiency capabilities at the
lowest cost.

With OFDM, a single channel within a spectrum band is divided into
multiple, smaller sub-carriers that transmit information
simultaneously without interference.  MIMO allows multiple data
streams to be transmitted at the same time and on the same sub-
carriers through interference-free MIMO spatial channels.  Due to
unique spatial channels that result for each antenna path,
interference between data streams is reduced.  As a result, OFDM-
MIMO substantially increases the bandwidth and spectral
efficiency.

Uplink Collaborative MIMO is a further enhancement that enables
the use of the same channel sub-carriers by multiple devices and
subscribers -- effectively allowing them to share the same sub-
carrier without interference.  Without Collaborative MIMO, the
traffic being carried on a single sub-carrier would not be
maximized across multiple subscribers.  The result would be that
the traffic would be severely limited, preventing users from
having a true broadband experience and limiting VoIP capacity such
that conversations would be unintelligible.

In March 2005, Nortel was the first company to demonstrate OFDM-
MIMO at 37 Mbps peak data rates in 5 MHz of spectrum in the
downlink, with the transfer of a 128 MB file in just 30 seconds.
Over the last eight years, Nortel has been making progressive
investments in OFDM-MIMO technology and owns dozens of critical
patents in these areas.

                     About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Limited
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology   
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband.
Nortel does business in more than 150 countries.

                          *    *    *

As reported in the Troubled Company Reporter on July 10, 2006,
Dominion Bond Rating Service confirmed the long-term ratings of
Nortel Networks Capital Corporation, Nortel Networks Corporation,
and Nortel Networks Limited at B (low) along with the preferred
share ratings of Nortel Networks Limited at Pfd-5 (low).  All
trends are Stable.

DBRS confirmed B (low) Stb Senior Unsecured Notes; B (low) Stb
Convertible Notes; B (low) Stb Notes & Long-Term Senior Debt; Pfd-
5 (low) Stb Class A, Redeemable Preferred Shares; and Pfd-5 (low)
Stb Class A, Non-Cumulative Redeemable Preferred Shares.

As reported in the Troubled Company Reporter on June 20, 2006,
Moody's Investors Service affirmed the B3 corporate family rating
of Nortel; assigned a B3 rating to the proposed US$2 billion
senior note issue; downgraded the US$200 million 6.875% Senior
Notes due 2023 and revised the outlook to stable from negative.

Standard & Poor's also affirmed its 'B-' long-term and 'B-2'
short-term corporate credit ratings on the company, and assigned
its 'B-' senior unsecured debt rating to the company's proposed
$2 billion notes.  The outlook is stable.


NORTEL NETWORKS: Nortel Government Bags Elite Improvement Rating
----------------------------------------------------------------
Nortel Government Solutions, a U.S. company wholly owned by Nortel
Networks, has attained an elite process improvement rating based
on assessment of its performance in managing on-time delivery of
high-quality services and products to U.S. Federal Government
agencies.

The Information Systems Solutions Sector of Nortel Government
Solutions has achieved a Capability Maturity Model Integration
Maturity Level 5 rating from a team of independent evaluators
certified by the Carnegie Mellon Software Engineering Institute.

Nortel Government achieved this rating, based on evaluation of
software and systems engineering processes for mission-critical
systems, in October.  Only seven U.S. companies accomplished this
in the 18-month period ending in June 2006.

Empirical data from Carnegie Mellon indicates that organizations
realize improved schedule, cost and quality performance, higher
customer satisfaction, and higher return on investment as they
achieve higher levels of maturity.

"Key to this achievement was the predictive quality model we
developed from three years of process and product measurement,"
said Satya Akula, president and general manager, Information
Systems Solution Sector, Nortel Government Solutions.  "Our
ability to monitor and predict performance throughout the
development lifecycle helps us to consistently meet or exceed
customer expectations."

"Our employees have become expert at monitoring and managing
project performance, applying corrective actions when necessary,
and recommending process improvements," said Chuck Saffell, chief
executive officer, Nortel Government Solutions.  "This rating
confirms our commitment to high quality and high performance, and
places Nortel Government Solutions among the elite U.S.
companies serving the Federal Government market."

CMMI is a process improvement approach that provides organizations
with guidelines to establish effective project management and
engineering processes.  CMMI helps set process improvement goals
and priorities and integrate traditionally separate organizational
practices.  It also provides a quality process framework and a
point of reference for achieving best-in-class performance.

               About Nortel Government Solutions

Based in Fairfax, Virginia, Nortel Government Solutions --
http://www.nortelgov.com/-- is a network-centric integrator,  
providing the services expertise, mission-critical systems and
secure communications that empower government to ensure the
security, livelihood, and well being of its citizens.  The company
is a provider for solutions designed to improve workforce
productivity, reduce operating costs, and streamline inter-agency
communications.

                     About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Limited
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology   
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband.
Nortel does business in more than 150 countries.

                          *    *    *

As reported in the Troubled Company Reporter on July 10, 2006,
Dominion Bond Rating Service confirmed the long-term ratings of
Nortel Networks Capital Corporation, Nortel Networks Corporation,
and Nortel Networks Limited at B (low) along with the preferred
share ratings of Nortel Networks Limited at Pfd-5 (low).  All
trends are Stable.

DBRS confirmed B (low) Stb Senior Unsecured Notes; B (low) Stb
Convertible Notes; B (low) Stb Notes & Long-Term Senior Debt; Pfd-
5 (low) Stb Class A, Redeemable Preferred Shares; and Pfd-5 (low)
Stb Class A, Non-Cumulative Redeemable Preferred Shares.

As reported in the Troubled Company Reporter on June 20, 2006,
Moody's Investors Service affirmed the B3 corporate family rating
of Nortel; assigned a B3 rating to the proposed US$2 billion
senior note issue; downgraded the US$200 million 6.875% Senior
Notes due 2023 and revised the outlook to stable from negative.

Standard & Poor's also affirmed its 'B-' long-term and 'B-2'
short-term corporate credit ratings on the company, and assigned
its 'B-' senior unsecured debt rating to the company's proposed
$2 billion notes.  The outlook is stable.


PACIFIC NORTHWEST: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Pacific Northwest Storage, LLC
        c/o Robert Stewart
        745 Indianapolis Road
        Mooresville, IN 46158

Bankruptcy Case No.: 06-42582

Chapter 11 Petition Date: October 26, 2006

Court: Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Arnold M. Willig, Esq.
                  Hacker & Willig, Inc., P.S.
                  520 Pike Street, Suite 2510
                  Seattle, WA 98101-4006
                  Tel: (206) 340-1935

Total Assets: $1,875,000

Total Debts:  $1,412,967

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


PARMALAT: Meeting of Parmalat Capital Creditors Set for November 9
------------------------------------------------------------------
Gordon I. MacRae and James Cleaver of Kroll (Cayman) Limited, the
Joint Official Liquidators for Parmalat Capital Finance Limited,
will convene a meeting of Parmalat Capital's creditors on Nov. 9,
2006, at 10:30 a.m. (U.S.) EDT.  The meeting will be held at Kroll
Cayman's offices, 4th floor, Bermuda House, Dr. Roy's Drive,
George Town, Grand Cayman, Cayman Islands.

The purpose of the meeting is to consider, and if applicable,
adopt a resolution establishing a liquidation committee.

The meeting is open to registered creditors of Parmalat Capital.  
All creditors are requested to attend the meeting.  

A registered creditor is one that will have provided the
Liquidators with a complete proof of debt form and supporting
documentation by Nov. 3, 2006.  Registered creditors may vote
in person or may appoint another person as their proxy to attend
and vote in their place.  Those who intend to appoint a proxy
must complete a proxy form and return it to the Liquidators by
November 8.

Parmalat Capital is "under winding up proceedings " before the
Grand Court of the Cayman Islands.

                          About Parmalat

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- together with Milk Products
of Alabama, LLC, and Farmland Dairies, LLC filed Chapter 11
petitions on Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  
Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, represent the U.S. Debtors.  When the
U.S. Debtors filed for bankruptcy protection, they reported more
than $200 million in assets and debts.  The U.S. Debtors emerged
from bankruptcy on April 13, 2005.  

The U.S. Debtors' parent company, Parmalat SpA and its Italian
affiliates, filed separate petitions for Extraordinary
Administration before the Italian Ministry of Productive
Activities and the Civil and Criminal District Court of the City
of Parma, Italy on Dec. 24, 2003.  Dr. Enrico Bondi was appointed
Extraordinary Commissioner in each of the cases.  The Parma Court
has declared the units insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.  Dr. Bondi is represented by Mr. Holtzer and
Ms. Goldstein at Weil Gotshal & Manges LLP in the Sec. 304 case.

Parmalat has three financing arms: Parmalat Capital Finance
Limited, Dairy Holdings, Ltd., and Food Holdings, Ltd.  Dairy
Holdings and Food Holdings are Cayman Island special-purpose
vehicles established by Parmalat SpA.  The Finance Companies are
under separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Limited serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304 petition,
Case No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases.


PARMALAT SPA: 35,000 Plaintiffs to Join Parma Civil Suit
--------------------------------------------------------
The Hon. Judge Domenico Truppa of the Court of Parma, Italy is
allowing 35,000 plaintiffs to participate in a civil case filed
against Parmalat S.p.A., Agence France Presse says.

Judge Truppa selected 35,000 plaintiffs from 42,000 applicants to
represent some 135,000 investors who lost around EUR14 billion
when Parmalat collapsed in December 2003.

The civil case accuses 64 defendants, including Parmalat founder
Calisto Tanzi, former Chief Financial Officer Fausto Tonna,
accountants, auditors and bankers and former board members, of
fraudulent bankruptcy and false accounting, AFP relates.  

The proceedings related to Parmalat's collapse began on
June 5, 2006.

Mr. Tanzi and his co-accused are also under trial in Milan for
stock price manipulation and releasing false information.

Judge Truppa slated the next preliminary hearing for Nov. 22.

                         About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that
can be stored at room temperature for months.  It also has 40-
some brand product line, which includes yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

The Company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200
million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.


PITTSBURGH BREWING: Files Disclosure Statement in Pennsylvania
--------------------------------------------------------------
Pittsburgh Brewing Company Inc., together with Keystone Brewers
Holding Co., filed a Disclosure Statement explaining their joint
Chapter 11 Plan of Reorganization with the U.S. Bankruptcy Court
for Southern District of Pennsylvania.

                       Overview of the Plan

The Plan contemplates that Keystone Brewers will merge into
Pittsburgh Brewing along with the trademarks it owns.

In addition, the Plan provides that the funding for the Plan will
be obtained from financing and the Debtors' business operations.

The Debtor expects subsequent financing of $7 million with a
portion consisting of new investor equity and the balance coming
in the form of a commercial loan.  The $7 million infusion into
the Company will allow it to pay administrative claims in full on
the effective date of the Plan and commence all other payments
provided for in the Plan.

                        Treatment of Claims

Under the Plan, secured claims of:

   (1) Jack P. Cerone, amounting to $8 million, will be paid
       pursuant to conversion of his debt to equity.  Mr. Cerone
       will get additional 20% equity interest in the Debtor
       totaling to 40%.

   (2) Rexam Beverage Can Company will be satisfied in full
       payment of the remaining balance due in the approximate
       amount of $60,000, via payments of $2,500 per month
       commencing on the Effective Date of the Plan;

   (3) Pennsylvania Department of Revenue and the County of
       Allegheny is disputed by the Debtor and will be objected
       to.  The Debtor believes the claims have been paid;

   (4) BMW Financial Services is disputed by the Debtor.

   (5) City of Pittsburgh will be satisfied in full payment of the
       remaining balance due via payments of $1,000 per month
       commencing on the Effective Date of the Plan;

   (6) United States Alcohol & Tobacco Tax & Trade Bureau is
       disputed as to the amount claimed by the Debtor.  The
       Debtor believes the amount claimed is approximately
       $120,000 too high;

   (7) Pennsylvania Industrial Development Authority in the amount
       of $577,749 will be paid in full via payments of $5,000 per
       month for a 60-month period commencing on the Effective
       Date of the Plan, with the balance remaining to be paid
       via a balloon payment in the 61st month after the Effective
       Date of the Plan; and

   (8) Pittsburgh Water and Sewer Authority is disputed by the
       Debtor and will be objected to.  Any allowed portion of
       this claim will be paid in full via monthly payments of
       $5,000 for a 60-month period commencing on the Effective
       Date of the Plan, with the balance remaining to be paid via
       a balloon payment in the 61st month after the Effective
       Date of the Plan.

The Administrative Class 1 claims, which are in the estimated
amount of $300,000, will be paid in accordance with the fee
agreement with the Debtors on the Effective Date of the Plan.

Holders of other allowed Administrative Claims will be paid in
full on the Effective Date of the Plan.

The tax and interest portion of any allowed portion of Priority
Claims will be paid in full in equal monthly installments.

Pursuant to the Plan, the creditors holding unsecured claims will
be paid out of a fund in the amount of $2,000,000 created by the
Debtor making payments of $400,000 per year for five years.  These
claimants will receive a pro rata share of the said fund on a
yearly basis.  If the allowed claims total $6 million as expected
by the Debtor, these claimants will get 1/3 of their allowed claim
amounts.

In addition to Mr. Cerone, Joseph Piccirilli, who has incurred
personal liability for $2 million related to or guaranteeing debts
of the Debtor, will have his equity interest increased to 50%.  
The remaining equity security holders will share the remaining 10%
of the Debtors' equity.

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

   http://www.researcharchives.com/bin/download?id=061026042902

Headquartered in Pittsburgh, Pennsylvania, Pittsburgh Brewing
Company, Inc. -- http://www.pittsburghbrewingco.com/--    
manufactures malt liquors, such as beer and ale.  Its products
include Iron City Beer, IC Light Beer, and Augustiner Amber Lager.
The Company filed for chapter 11 protection on Dec. 7, 2005
(Bankr. W.D. Penn. Case No. 05-50347).  Robert O. Lampl, Esq., at
Law Office Robert O. Lampl, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, its assets and debts estimated $1 million to
$10 million.


PITTSBURGH BREWING: Judge McCullough Says Plan is Unworkable
------------------------------------------------------------
The Hon. M. Bruce McCullough of the U.S. Bankruptcy Court for the
Western District of Pennsylvania expressed doubts that a chapter
11 plan of reorganization filed by Pittsburgh Brewing Company Inc.
could work, The Associated Press reports.

Judge McCullough said Tuesday the plan, which calls for $7 million
in debt and equity to modernize the brewery's facilities and
increase marketing, would probably need $12 million to survive.  
"That plan doesn't fly, because the brewery won't have any equity
remaining after repaying its creditors," he added.

According to the news, Judge McCullough commented about it during
a hearing on $814,000 in unpaid federal excise taxes, a debt that
could serve as grounds to close the brewery immediately.  The
Court delayed a decision on unpaid taxes to allow the Company to
secure financing.

Joe Napsha of Tribune-Review discloses that the Company's
attorney, Robert O. Lampl, told Judge McCullough that it has
identified an investor and asked the Court to give them until
Nov. 7, 2006, to raise enough money to allow the Company to
continue operating.

Mr. Napsha says that hearing will also let the Court decide
whether to approve the Company's request for $500,000 interim
financing from Businessman Craig E. Newbold at East Liverpool,
Ohio.

The Company, Mr. Napsha adds, agreed with the U.S. Alcohol and
Tobacco Tax and Trade Bureau's request that it forfeit a $500,000
surety bond and a $43,000 cash bond as partial payment for an
excise tax debt of more than $745,000 on the production and
shipment of beer.  The debt stretched back to 2001.

Headquartered in Pittsburgh, Pennsylvania, Pittsburgh Brewing
Company, Inc. -- http://www.pittsburghbrewingco.com/--    
manufactures malt liquors, such as beer and ale.  Its products
include Iron City Beer, IC Light Beer, and Augustiner Amber Lager.
The Company filed for chapter 11 protection on Dec. 7, 2005
(Bankr. W.D. Penn. Case No. 05-50347).  Robert O. Lampl, Esq., at
Law Office Robert O. Lampl, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, its assets and debts estimated $1 million to
$10 million.


QWEST COMMS: Moody's Places BB (low) Rating on Senior Notes
-----------------------------------------------------------
Dominion Bond Rating Service changed the trend on the ratings
of Qwest Communications International Inc.'s senior notes at
BB (low)/B (high) and its affiliates, including its wholly owned
incumbent fixed-line business, Qwest Corporation's senior notes at
BB to Positive from Stable and confirmed the ratings of the group.

The trend change is as a result of:

   -- improved EBITDA on a consolidated basis;
   -- sizable free cash flow being generated; and
   -- reduced debt levels, which has improved its consolidated
      credit metrics.

Qwest continued to drive EBITDA growth over the past 18 months as
a result of two factors.  First, cost-cutting efforts in its long-
haul business have significantly improved the EBITDA of this
business.  Second, the Company continues to pursue growth drivers
including increasing penetration of long-distance and DSL services
in its incumbent business.  

However, the local business continues to experience access
line erosion at its incumbent telecom operations as a result of
competition with cable operators selling voice services and
technology substitution with wireless and DSL substituting for
fixed-line connections.  Qwest continues to defend against
competition with bundles of fixed-line services and wireless.  
DBRS expects this trend to continue over the next 18 months with
EBITDA growth rates likely to slow over this timeframe.

As a result of the above factors, along with lower interest
costs and reasonable capex levels, free cash flow has continued to
improve and is now sizable on a consolidated basis at
$1.1 billion.  DBRS expects free cash flow to improve to roughly
$1.5 billion for 2006 with further growth expected in 2007 and
2008.  However, this sizable free cash flow has allowed Qwest to
initiate a $2 billion share repurchase program that it plans to
complete over the next two years.

While DBRS anticipating some form of return to shareholders for
some time, this program appears to be manageable given its free
cash flow and its $1.7 billion cash position.  While DBRS notes
that additional cash needs may arise over this timeframe, DBRS
believes that Qwest will still have the ability to further reduce
its debt levels.  Furthermore, DBRS notes that the cash needs of
the non-Qwest Corp. entities have improved significantly with
reduced debt levels and interest expense at the non-Qwest Corp.
entities along with EBITDA improvement in its long-haul operation.  
This has allowed the free cash flow that Qwest Corp. generates to
translate into improved free cash flow for the group.

Finally, Qwest on a consolidated basis has continued to benefit
from improved key credit metrics as debt levels continue to be
reduced.  Additionally, DBRS notes that key credit metrics at
Qwest Corp. remain strong despite some pressure as EBITDA is
experiencing some erosion due to competition and as growth
businesses are not included this entity.

DBRS expects that any rating improvement will be predicated on
continued EBITDA growth, strong consolidated free cash flow and a
further reduction in debt levels.


RADIOSHACK CORP: Lackluster Performance Cues S&P to Whip Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
and senior unsecured ratings on Fort Worth, Texas-based RadioShack
Corp. to 'BB' from 'BBB-'.

At the same time, S&P lowered the short-term rating to 'B-1' from
'A-3'.  The outlook is negative.  Total debt was $610 million as
of Sept. 30, 2006.

"The downgrade reflects RadioShack's disappointing results so far
in 2006," Standard & Poor's credit analyst Diane Shand said.

"We expect that results will continue to be under pressure because
of the company's inability to reverse trends in the wireless
business."

The ratings on RadioShack Corp. reflect the challenges of
improving the sales and profits in its wireless business, exposure
to short consumer electronics product cycles, and management's use
of share buybacks to boost shareholder returns.  These risks are
partially mitigated by the company's dominant position in high-
margin parts and accessories and the good cash flow generation
capabilities of the RadioShack store network.


ROPER INDUSTRIES: Moody's Assigns Loss-Given-Default Rating
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
confirmed the Ba2 Corporate Family Rating for Roper Industries
Inc., as well as the B1 rating on the company's $230 million 3.75%
Convertible Senior Subordinate Notes Due 2034.  Those debentures
were assigned an LGD6 rating suggesting noteholders will
experience a 92% loss in the event of default.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $400m Sr. Sec.
   Revolver due
   Dec. 2009              Ba2      Ba1     LGD3         39%

   $655m Sr. Sec.
   Term loan due
   Dec. 2009              Ba2      Ba1     LGD3         39%

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 Duluth, Georgia, Roper Industries Inc. manufactures and
distributes energy systems and controls, scientific and industrial
imaging products and software.


SAFESCRIPT PHARMACIES: Court Converts Chapter 11 Case to Chapter 7
------------------------------------------------------------------
The Honorable Bill Parker of the U.S. Bankruptcy Court for the
Eastern District of Texas, Tyler Division, has converted the
Chapter 11 reorganization case of Safescript Pharmacies Inc. to a
Chapter 7 liquidation proceeding.

William T. Neary, the U.S. Trustee for Region 6, sought the
conversion.  Mr. Neary told the Court there is no prospect for
reorganization of the Debtors' financial affairs.  He also pointed
out the Debtor's failure to pay quarterly fees to the U.S Trustee
and the undue delay in the progress of the bankruptcy case.

The Court has set a meeting of the Debtor's creditors at 10:15
a.m. on Nov. 27, 2006.

Based in Longview, Texas, Safescript Pharmacies, Inc. operated
drug stores that provided medication for patients with chronic
pain.  The Debtor sought protection from its creditors on March
19, 2004 (Bankr. E.D. Tex. Case No. 04-60600).  William Sheehy,
Esq., of the Wilson Law Firm, and Jerry S. Harris, Esq., represent
the Debtor.  The Court approved the sale of substantially all of
the Debtors' assets to SS Acquisitions, LLC, on Aug. 12, 2004.
When it filed for bankruptcy, the Debtor disclosed estimated
assets of $500,000 to $1 million and debts of $1 Million to $10
million.


SALLY HOLDINGS: Moody's Rates $1.07 Billion Sr. Sec. Loan at B2
---------------------------------------------------------------
Moody's Investors Service assigned first time ratings, including a
corporate family rating of B2 and a speculative grade liquidity
rating of SGL-2, to Sally Holdings, LLC.  The rating outlook is
stable.  The ratings are conditional upon review of final
documentation.

Ratings assigned:

   * Corporate family rating at B2
   
   * Probability-of-default rating at B2

   * $400 million senior secured guaranteed bank revolving credit
     facility at Ba2

   * $1.07 billion senior secured guaranteed term loans at B2

   * $430 million senior unsecured guaranteed notes at B2

   * $280 million unsecured senior subordinated guaranteed notes   
     at Caa1

   * Speculative Grade Liquidity Rating of SGL-2

Sally Holdings, LLC will own the beauty retail operations and the
beauty distribution businesses currently owned by Alberto-Culver
Company.  Alberto-Culver is separating its consumer products
business from its Sally/BSG operations, into two publicly-traded
companies.  Alberto-Culver shareholders will receive from New
Sally Holdings, Inc. one share of each New Alberto-Culver and New
Sally stock and a special cash dividend of $25 share.  New Sally
will fund the special dividend with debt and with $575 million of
equity invested by Clayton, Dubilier & Rice Fund VII, L.P.  At the
conclusion of the transaction, New Sally will be owned
approximately 52.5% by Alberto-Culver shareholders and 47.5% by
CD&R, on a fully-diluted basis.  New Sally, through intermediate
holding companies including Sally Holdings, will own Sally and
BSG.

The B2 corporate family rating of Sally Holdings reflects post-
transaction credit metrics that will be weak, especially very high
leverage and low cash flow coverage.  Scale, in terms of revenues,
is commensurate with Ba rated companies.  The ratings are further
constrained by sales concentrations in hair care products, vendor
concentrations, and wide-ranging competition.  Offsetting these
high yield attributes are the company's investment grade
characteristics -- including extensive geographic diversification,
leading positions in defined subsectors of retail, low seasonality
and cyclicality, and generally robust comparable store sales
increases.  The ratings clearly benefit from the leading position
of both Sally and BSG in their respective market segments and the
quality and depth of their merchandise assortments.

The speculative grade liquidity rating of SGL-2 reflects Sally
Holding's comfortable liquidity profile and incorporates Moody's
expectation that over the next four quarters Sally Holdings will
fund its ordinary working capital, capital expenditures and
mandatory debt amortization with cash generated from operations;
however, the cushion of excess free cash flow will not be large in
comparison to Sally Holdings' scale.  The SGL rating also
incorporates Moody's belief that the company will have access to
its new $400 million asset-based revolving credit facility and
that the facility's single covenant will not be tested.  Given
that all assets will be pledged to lenders, there is no
alternative liquidity other than the sale of a business,
which would impair enterprise value.

The stable outlook reflects Moody's expectation that the
company will continue to grow comparable store revenues, improve
operating margins and generate positive free cash flow which will
be applied heavily to debt reduction.  Given the magnitude of
Sally Holdings' post-transaction leverage, an upgrade is unlikely
in the intermediate term.  Over the longer term, an upgrade would
require continuing solid operating performance coupled with debt
reduction such that debt to EBITDA falls below 6x and free cash
flow to debt is above 5% on a sustainable basis.  Conversely,
negative rating pressure would develop if operating performance
were to be weaker than expected or if overall comparable store
sales were to become negative.  Quantitatively, ratings would be
lowered if normalized annual reported EBITDA is not a minimum of
$260 million, or if free cash flow to debt becomes negative.

New Sally, through intermediate holding company Sally Investment
Holdings, LLC, will own Sally Holdings. Sally Holdings will own
the operating subsidiaries and Sally Capital Inc.  Sally Holdings
will be a borrower under a $400 million senior secured Asset
Backed revolving credit facility and $1.07 billion in senior
secured Term Loans, and a co-issuer, with Sally Capital, of
$430 million senior unsecured notes and $280 million unsecured
senior subordinated notes.

The $400 million senior secured revolving credit facility will
benefit from borrowing base governance and expected full
collateral coverage in a hypothetical default scenario.  The
revolving credit facility is secured by a first-priority lien on
accounts receivable, inventory and other assets, and a second
priority lien on all other tangible and intangible assets of the
company.  The $1.07 billion senior secured term loans will be
secured by a first priority lien on all tangible and intangible
assets other than ABL Collateral, including property, plant, and
equipment and capital stock of subsidiaries, as well as a second
priority lien on the ABL Collateral.

Moody's believes that there will be relatively little collateral
coverage on the term loans during a hypothetical default scenario.
Sally Holdings will be a borrower under the ABL and the Term
Loans; if there are additional borrowers, all will be jointly and
severally liable.  Both the revolving credit facility and the term
loans will have guarantees from the direct parent of each
borrower, and from each direct and indirect domestic subsidiary of
Sally Holdings.

The $430 million senior unsecured notes and the $280 million
unsecured senior subordinated notes reflect their unsecured
status.  Sally Holdings and co-Issuer Sally Capital will be
jointly and severally liable.  These issues will be guaranteed by
Sally Holdings' direct and indirect operating subsidiaries.

New Sally Holdings, Inc., headquartered in Denton, Texas, retails
and distributes beauty supplies with operations under its Sally
Beauty Supply and Beauty Systems Group businesses.  For the fiscal
year ended Sept. 30, 2005, New Sally's revenues exceeded $2.2
billion.


SEARS HOLDINGS: 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 Ba1 Corporate Family Rating for Sears
Holdings Corporation, and its Baa3 rating on the company's
$4 billion Sr. Sec. Revolving Credit Facility.  Additionally,
Moody's assigned an LGD2 rating to the facility, suggesting
creditors will experience a 24% 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%).

Hoffman Estates, Illinois-based Sears Holdings Corporation
(NASDAQ: SHLD) -- http://www.searsholdings.com/-- is a broadline
retailer, with 3,800 full-line and specialty retail stores in the
United States and Canada.  Sears is a home appliance retailer as
well as a retailer of tools, lawn and garden, home electronics,
and automotive repair and maintenance.  Key proprietary brands
include Kenmore, Craftsman and DieHard, and a broad apparel
offering, including well-known labels as Lands' End, Jaclyn Smith,
and Joe Boxer, as well as the Apostrophe and Covington brands.  It
also has Martha Stewart Everyday products, which are offered
exclusively in the U.S. by Kmart and in Canada by Sears Canada.


STARWOOD HOTELS: Fitch Lifts Ratings One Notch to BBB- from BB+
---------------------------------------------------------------
Fitch Ratings has upgraded Starwood Hotels & Resorts Worldwide
Inc.'s credit ratings:

   -- Issuer Default Rating (IDR) 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 of 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.  The bonds do
have covenants requiring that any security be shared equally and
ratably with the unsecured bonds. However, due to the Starwood
board of directors' ability to designate restricted and
unrestricted subsidiaries, this covenant does little to protect
bondholder security status.


SUPERCLICK INC: July 31 Balance Sheet Upside-Down by $2.4 Million
-----------------------------------------------------------------
Superclick Inc. delivered its third quarter financial statements
for the three months ended July 31, 2006, to the Securities and
Exchange Commission.

The company reported a $450,996 net loss on $909,901 of net
revenues for the three months ended July 31, 2006, compared to a
$431,450 net loss on $459,599 of net revenues for the third
quarter last year.

At July 31, 2006, the company's balance sheet showed $1,410,941 in
total assets and $3,856,893 in total liabilities, resulting in a
$2,445,952 stockholders' deficit.

The company's July 31 balance sheet also showed strained liquidity
with $1,110,511 in total current assets available to pay
$3,824,228 in total current liabilities.

Full-text copies of Superclick's third fiscal quarter financial
statements for the three months ended July 31, 2006, are available
for free at http://researcharchives.com/t/s?13ef
  
                      About Superclick, Inc.

Superclick, Inc. -- http://www.superclick.com/-- and its wholly  
owned Montreal-based subsidiary, Superclick Networks, Inc.,
develops, manufactures, markets and supports the Superclick
Internet Management System in worldwide hospitality, multi-tenant
unit and hospital markets.  Superclick provides hotels, MTU
residences and hospital patients and visitors with cost-effective
Internet access and IP-based services utilizing high-speed DSL,
CAT5 wiring, wireless and dial-up modem technologies.  Over 100
InterContinental Hotels Group properties have Superclick systems
including Candlewood Suites, Crowne Plaza, Holiday Inn, Holiday
Inn Express, Holiday Inn SunSpree, InterContinental and Staybridge
Suites in Canada and the United States.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 20, 2006,
Bedinger & Company expressed substantial doubt about Superclick,
Inc.'s ability to continue as a going concern after it audited the
company's financial statements for the fiscal year ended Oct. 31,
2005.  The auditing firm points to the company's recurring losses
from operations.


SUSSER HOLDINGS: Successful IPO Cues S&P to Lift Ratings to B+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit and
senior unsecured ratings on Corpus Christi, Tex.-based convenience
store operator Susser Holdings LLC to 'B+' from 'B.'  Ratings were
removed from CreditWatch with positive implications, where they
were placed on July 20, 2006.  The outlook is stable.

"The upgrade follows Susser's successful initial public offering
of its common stock that raised about $114 million," said Standard
& Poor's credit analyst Jackie Oberoi.

Susser will use the IPO proceeds to redeem $50 million of its
10.625% senior notes due 2013, and $11.4 million to pay down
borrowings from its revolving credit facility.

Remaining proceeds will be used for general corporate purposes,
including growth capital.  As a result, pro forma debt leverage
will improve, with lease-adjusted total debt to EBITDA declining
to about 4.8x, from about 5.8x for the 12 months ended July 2,
2006.

The ratings reflect Susser's vulnerable business profile as a
relatively small regional player in the competitive and slow-
growth convenience store/gas retail industry.

The company is concentrated in a few key markets in South
Texas and is heavily dependent on fuel--a mature, thin-margin
business.

Originally a family business, Susser has an acquisitive history,
purchasing networks of convenience stores and consolidating them
into its current portfolio.  The highly fragmented convenience
store industry includes oil companies that operate retail chains,
grocers, big-box discounters, and independent operators.

Susser's retail component operates 325 convenience stores in Texas
and Oklahoma, while its wholesale component distributes motor fuel
to other similar locations.  The company is in the midst of a
rebranding its convenience stores to the name "Stripes" from
"Circle K."  In addition, Susser is rebranding existing CITGO gas
stations to the Valero name to reflect a new long-term motor fuel
supply contract.


TECHNICAL OLYMPIC: S&P Junks Senior Subordinated Note Rating
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating assigned to Technical Olympic USA Inc. to 'B' from 'B+'.

At the same time, the senior unsecured note rating is lowered to
'B-' from 'B+', and the senior subordinated note rating is lowered
to 'CCC+' from 'B-', both of which reflect structural
subordination relative to senior secured creditors.  The outlook
on the company remains negative.

"The downgrades reflect our anticipation of a material impairment
charge caused by an ill-timed investment in the troubled
Transeastern joint venture, combined with our expectation that
ongoing challenges in Technical Olympic's key Florida markets will
negatively affect credit metrics in the near term," credit analyst
Tom Taillon said.

Mr. Taillon added that negative outlook reiterates Standard &
Poor's opinion that weaker homebuilding conditions, specifically
in Technical Olympic's core Florida markets, will continue to
challenge the company in the near term.  It also reflects
uncertainty with regard to ongoing distractions related to the
restructuring of the Transeastern debt.  Stability in the key
Florida markets and reduced debt levels from inventory liquidation
would be required for the outlook to return to stable.


TIG HOLDINGS: S&P Affirms BB- Counterparty Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' counterparty
credit ratings on Fairfax Financial Holdings Ltd. (NYSE:FFH) and
Crum & Forster Holdings Corp. and removed them from CreditWatch,
where they were placed on July 28, 2006.

Standard & Poor's also said that it affirmed and removed from
CreditWatch a number of ratings on FFH's related entities,
including:

   -- the 'BBB' counterparty credit and financial strength ratings
      on FFH's core operating companies;

   -- the 'BB-' counterparty credit rating on TIG Holdings Inc.;

   -- the 'A-' counterparty credit and financial strength ratings
      on Odyssey America Reinsurance Corp., Clearwater Insurance
      Co., and Hudson Specialty Insurance Co.; and

   -- the 'BBB-' counterparty credit rating on Odyssey Re Holdings
      Corp. (NYSE:ORH).

The outlook on all these companies is negative.

The ratings had been placed on CreditWatch negative following the
announcement by FFH of a delay of its second-quarter 2006 interim
report to shareholders.

The ratings on FFH and its related core entities are based on the
group's good competitive position, improving earnings, good and
improving capitalization, and strong liquidity.  Reserves,
recoverables, and financial leverage have all improved in the last
few years and are not viewed as significant negative rating
factors. "Offsetting these positive factors are FFH's qualitative
areas of governance, risk controls, and enterprise risk
management," explained Standard & Poor's credit analyst Damien
Magarelli.

"These areas are the reason for the assignment of a negative
outlook."

A downgrade is possible if FFH is unable to further improve its
governance oversight, accounting risk controls, and overall risk
management by October 2007.  A revision of the outlook to stable
outlook is possible if FFH meets these expectations, has a
combined ratio of less than 100% at the consolidated continuing
operations, reserve charges within expectations (although no large
charges are expected), has a capital ratio consistent with the
rating, and maintains holding-company cash at more than
$250 million.


TRANS-INDUSTRIES INC: Chapter 11 Case Converted to Chapter 7
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan,
Southern Division, has issued an order converting Trans-Industries
Inc. and its debtor-affiliates' Chapter 11 reorganization cases to
liquidation proceedings under Chapter 7 of the Bankruptcy Code.

The Honorable Thomas J. Tucker converted the Debtors' cases after
they failed to file a Plan of Reorganization on their Oct. 16,
2006 plan-filing deadline.  Judge Tucker had ordered the Debtors
to appear in Court on Sept. 13, 2006, in order to show cause why
their bankruptcy cases should not be dismissed or converted.

A meeting of the Debtors' creditors is scheduled at 1:00 p.m. on
Nov. 15, 2006 at Room 315, 211 W. Fort St. Bldg. in Detroit,
Michigan.

                    About Trans-Industries

Headquartered in Auburn Hills, Michigan, Trans-Industries, Inc. --  
http://www.transindustries.com/-- provides bus lighting systems,   
source extraction systems for the environmental market, and
electronic systems for the display of information.  The Company
and its debtor-affiliates filed for chapter 11 protection on
April 5, 2006 (Bankr. E.D. Mich. Case No. 06-43993).  Kenneth
Flaska, Esq., at Dawda, Mann, Mulcahy & Sadler, PLC, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed estimated
assets and debts between $1 million and $10 million.


TRAPEZA CDO: Fitch Holds BB Rating on $4.5 Million Class E Notes
----------------------------------------------------------------
Fitch affirms seven classes of notes issued by Trapeza CDO III,
LLC.  These affirmations are the result of Fitch's review process
and are effective immediately:

     -- $108,497,331 class A1A notes affirmed at 'AAA';
     -- $71,500,000 class A1B notes affirmed at 'AAA';
     -- $25,000,000 class B notes affirmed at 'AA+';
     -- $31,250,000 class C-1 notes affirmed at 'A';
     -- $31,250,000 class C-2 notes affirmed at 'A';
     -- $11,974,741 class D notes affirmed at 'BBB';
     -- $4,571,426 class E notes affirmed at 'BB'.

Trapeza III is a collateralized debt obligation managed by Trapeza
Capital Management, LLC which closed June 25, 2003.  Trapeza III
is composed of bank and thrift trust preferred securities.
Included in this review, Fitch performed an analysis of the
collateral included in the portfolio.

Since the last review, the collateral has continued to perform,
with a relatively stable weighted average bank score as determined
by the Fitch Bank Scoring Model.  As of the Oct. 2, 2006 trustee
report, both the class A/B and class C/D overcollateralization
ratios remain stable, and continue to pass their performance test
triggers of 141.25% and 103.0%, respectively, with ratios of
146.3% and 107.3%, respectively.  There are currently no deferring
or defaulted securities in the portfolio.

The ratings on the class A1A, A1B and B notes address the
likelihood that investors will receive timely payment of interest
and ultimate payment of principal by the stated maturity date.  
The ratings on the class C-1, C-2, D and E notes address the
likelihood that investors will receive ultimate payment of
interest and ultimate payment of principal by the stated maturity
date.


TSA STORES: 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 B2 Corporate Family Rating for The Sports
Authority, Inc., and its B2 rating on the company's Sr. Sec. Term
Loan B.  Additionally, Moody's assigned an LGD3 rating to those
bonds, suggesting noteholders will experience a 46% 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%).

The Sports Authority Inc., headquartered in Englewood, Colorado,
is a retailer of sporting goods in the United States, with 398
stores in 45 states.


UNITED 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 US and Canadian Retail sector, the rating
agency confirmed its B1 Corporate Family Rating for United Auto
Group Inc.  

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $300 Million
   Sub. Notes             B3       B3      LGD5       81%

   $375 Mil. Sr.
   Sub. Conv. Notes       B3       B3      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%).

Headquartered in Detroit, Michigan, United Auto Group Inc. --
http://www.unitedauto.com/-- is an automotive retailer in the  
U.S. and operates about 270 franchises.


UNITED SUBCONS: Moody's Withdraws Junk Rating on $200 Mil. Loan
---------------------------------------------------------------
Moody's Investors Service affirmed United Subcontractors, Inc.
corporate family rating at B2 following the company's recent
announcement to withdraw its proposed $550 million debt
refinancing.  Proceeds from the debt offering were to refinance
existing debt and fund a $125 million dividend to shareholders.

Rating affirmed:

   * Corporate family rating, affirmed at B2;
   * Probability of default assessment, affirmed at B2.

These ratings were assigned to existing debt instruments:

   * $295 million first lien term loan, due 2012, rated B1
   * $40 million revolving credit facility, due 2011, rated B1
   * $65 million second lien term loan, due 2013, rated Caa1

These ratings were withdrawn:

   * $300 million first lien term loan B, due 2013, rated Ba3;
   * $35 million revolving credit facility, due 2011, rated Ba3;
   * $15 million synthetic LC facility, due 2013, rated Ba3;
   * $200 million second lien term loan, due 2014, rated Caa1.

The ratings outlook remains stable.

The ratings and or outlook may deteriorate if free cash flow to
total debt was to turn negative or be projected to be negative for
at least two consecutive quarters, or if debt to EBITDA were
projected to increase to over 6 times.

The ratings may improve if free cash flow to debt were projected
to improve to above 9% annually and the company were conservative
in regards to future balance sheet management.  The company's
previously contemplated dividend highlights the importance of
balance sheet discipline.  A significant improvement in the
Florida homebuilding and renovation market would be considered a
ratings positive.

Moody's previous rating action was on Sept. 11, 2006 when the
company's planned credit facilities to finance a $125 million
dividend and refinance existing debt were rated.

United Subcontractors, Inc., is headquartered in Minneapolis,
Minnesota. Revenues for 2005 were $483 million.


UNIVERSAL COMPRESSION: Inks $500 Mil. Senior Secured Credit Pact
----------------------------------------------------------------
Universal Compression Holdings Inc. entered into a five-year
$500 million senior secured credit agreement.

The lead banks in the syndicate for the facility are Wachovia
Capital Markets LLC and Deutsche Bank Securities Inc.

The Company used approximately $330 million under the new senior
secured credit facility, together with debt assumed by Universal
Compression Partners, L.P. and proceeds from the sale of UCLP
equity interests pursuant to the exercise of the over-allotment
option in the UCLP initial public offering, to repay all balances
under the prior senior secured credit facility.  The new facility
will be used for working capital, acquisitions and general
corporate purposes.

Headquartered in Houston, Texas, Universal Compression Holdings
Inc., (NYSE: UCO) provides a full range of contract compression,
sales, operations, maintenance and fabrication services to the
domestic and international natural gas industry.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 24, 2006,
Moody's Investors Service assigned a Ba1, LGD 3 (36%) rating to
Universal Compression Inc.'s $500 million senior secured bank
credit facility.  At the same time, Moody's affirmed Universal's
Ba2 Corporate Family Rating, its Ba2 Probability of Default Rating
and its B1, LGD5 (88%) ratings on its $175 million 7 1/4% Senior
Notes.  Universal Compression Inc. is a wholly owned subsidiary of
Universal Compression Holdings Inc.


VULCAN ENERGY: Moody's Affirms Senior Secured Rating at Ba2
-----------------------------------------------------------
Moody's Investors Service assigned Baa3 ratings to Plains All
American Pipeline, L.P.'s new senior unsecured notes, including
$400 million of 6.125% notes due 2017 and $600 million of 6.650%
notes due 2037.  Moody's affirmed PAA's current Baa3 senior
unsecured note rating, Vulcan Energy's Ba2 senior secured rating,
and stable rating outlook subject to PAA acting to reduce
leverage.

Note proceeds will fund the cash portion of PAA's pending
$2.4 billion acquisition of Pacific Energy Partners, L.P., along
with a roughly $1 billion unit-for-unit exchange and assumption of
$425 million in PPX debt.  If the acquisition does not close by
February 15, 2007, PAA must redeem the new notes at 101% of par.

Using the Loss Given Default methodology, Moody's affirmed
Vulcan Energy Corporation's Ba1 Probability of Default Rating, Ba2
senior secured Term Loan rating, and Ba2 secured revolving credit
facility rating.  With the PPX acquisition, for both of the
secured debt facilities the LGD assessment changed to LGD 6 (95%)
from LGD 6 (94.78%).

PPX's notes will remain under review for upgrade until the merger
is completed.  PPX, the parent obligor for its notes, will be
merged into PAA.  All PAA subsidiaries and PPX's non-regulated
subsidiaries will guarantee the PAA and PPX notes.  PPX has a Ba2
corporate family rating, attached at the LB Pacific general
partner level, a Ba2 senior unsecured rating, and LB Pacific has a
B1 senior secured rating.  Upon the merger, PPX's notes would be
upgraded to Baa3 while LB Pacific's debt would be retired and its
ratings withdrawn.

The rating outlook is stable.  However, pro-forma leverage on
EBITDA exceeds the range Moody's deems compatible with PAA's Baa3
rating.  PAA's ability to retain its stable outlook depends upon a
substantial equity offering by first quarter 2007 to both fulfill
its stated intention for 50% equity funding for the PPX
acquisition and to further reduce leverage on expected EBITDA.  At
PAA's long-term leverage target of 50% Debt/Capital, its leverage
tendencies are generally not conservative for the ratings.  The
outlook and possibly the ratings are also dependent on PAA's not
expanding its credit intensive merchant marketing and trading
activity or its proprietary hedged contango trading and borrowing
activity before core leverage reduction.

Moody's views the PPX merger to be favorable strategic moves for
each firm and it reduces the proportion of PAA's assets and cash
flow in the merchant business. However, the acquisition is
expensive, neither the scale or timing of merger synergies is
assured, and each firm faces substantial capital spending for
major growth projects.  Coupled with constant very heavy cash
distributions basic to master limited partnerships, this reduces
the likelihood of organically reduced leverage during 2007.  PAA's
general partner has agreed to forego $20 million of incentive
distributions in 2007 and a total of $65 in incentive
distributions through 2011.  Over time, Moody's found PAA's
general partner to have been consistently supportive of sound
long-term business and financial policies.

In a two step acquisition, PAA will acquire LB Pacific's interests
in PPX for $700 million in cash, including its 2% general
partnership interest, incentive distribution rights,
2.6 million of PPX common units, and 7.8 million PPX subordinated
units. PAA will also acquire PPX's remaining equity in a tax
free unit-for-unit exchange, in which each PPX unit holder will
receive 0.77 newly issued PAA common units in exchange for each
PPX unit.  PAA will also assume approximately $425 million of
PPX's senior notes and repay the existing $213 million of PPX
revolving credit debt with the proceeds from the new note
offering.

PAA's financing strategy has historically included pre-funding a
portion of equity requirements for acquisitions. At the closing
date, the acquisition will have initially been roughly 42% equity
funded.  However, PAA considers roughly 50% of its most recent
equity offering of July and August 2006 to be pre-funding for the
PPX acquisition. To issue the remaining equity needed to bring the
funding total to 50%, PAA has stated its intention to issue
significant equity before the end of first quarter 2007.

PAA's pro-forma long-term debt to total capital would be roughly
49% and pro-forma total debt to total capital would be roughly
59%.  Total pro-forma long-term debt would be in the $2.6 billion
range.  Pro-forma second quarter 2006 LTM EBITDA would in the $586
million range.  Moody's expect pro-forma LTM interest expense to
be roughly $175 million and 2006 pro-forma capital spending to be
roughly $460 million, including portions of the $64 million phase
II St. James Terminal expansion and $48 million phase VI Cushing
terminal expansion.  In addition to approximately $30 million of
available cash, PAA has adequate funding capability for the
remaining portion of its roughly $535 million 2006-7 proforma
capital program.

Though PAA has successfully controlled its large merchant
marketing and trading business this decade, Moody's has frequently
stated that it views such credit intensive earnings
to have limited debt capacity; that the activity contains
significant potential event risk; and that a higher proportion of
fee and tariff income would be ratings supportive.  Since PPX
conducts a small level of such activity, the merger substantially
boosts the fee and tariff component of PAA's pro-forma cash flow
mix to almost 70%.  Greater visibility on any durable fee-based
gathering cash flows within the merchant and gathering segment of
PAA's business would enable a more specific dimensioning of its
total more durable core cash flows.

PPX's principal assets are 4,000 miles of crude oil pipelines, 550
miles of refined products pipelines, 13.5 million barrels of crude
oil storage capacity, and 7.5 million barrels of refined products
storage capacity.  PAA will benefit from several forms of
strategic advantages and diversification with the PPX merger, as
well as from the larger pro-forma capitalization and business
scale. PAA will be a major participant in the growing crude oil
import markets along the West Coast, Gulf Coast, and the north-to-
south movement of conventional and synthetic crude oil from Canada
to the U.S.  PPX also provides PAA with immediate scale entry into
the West and East Coast refined products market via its refined
product storage and terminal assets in the San Francisco Bay Area
and Philadelphia areas, with the latter injecting PAA into to the
major Atlantic Basin refined products market.

PPX's Long Beach Harbor storage tank and terminal assets give
PAA with direct access to growing crude oil imports into Southern
California that are replacing falling California and Alaskan
production. PPX brings its pending Port of Los Angeles Pier
400 deepwater terminal project, awaiting final review and
environmental and project approvals from the Port and the City of
Los Angeles.  PPX has long-term agreements with both Valero and
ConocoPhillips, and expects the total 250,000 bpd of crude oil
capacity to be fully subscribed when operational in 2008. PPX
augments and integrates PAA's California All-American Pipeline
business, giving direct access to integrated pipelines south of
the Los Angeles refining region.  PPX intensifies PAA's system
serving imported Canadian crude oil to the Rocky Mountain and
Midwest markets and integrates rising imported Canadian crude oil
with the strategic Cushing storage hub where PAA is a major
player.

Plains All-American Pipeline, L.P. is headquartered in Houston,
Texas.


WESCO INT'L: S&P Rates Proposed $250 Million Sr. Unsec. Notes at B
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
WESCO International Inc.'s proposed $250 million convertible
senior unsecured notes 2026.

Proceeds from the offering will be used to help finance WESCO's
acquisition of Communications Supply Holdings Inc. for $525
million.  WESCO International is the parent company of WESCO
Distribution Inc., its main operating subsidiary.

Standard & Poor's also affirmed its 'BB-' corporate credit rating
on the electrical distributor.  The outlook is stable.

"The speculative-grade ratings on WESCO reflect its somewhat
aggressive financial policies, which more than offset the
company's satisfactory business-risk profile as a leading
distributor of electrical construction products; maintenance,
repair, and operating supplies; and integrated supply and
outsourcing services," Standard & Poor's analyst Clarence Smith
said.


WINN-DIXIE: Wants Five Alabama Power Agreements Approved
--------------------------------------------------------
Winn-Dixie Stores Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to approve
their Agreements with Alabama Power Company.

The Debtors and the Alabama Power Company are parties to five
contracts under which APCO provides electricity to nearly 63 of
the Debtors' operating locations in Alabama:

   (a) Master Contract for Electric Service between APCO and
       Winn-Dixie Stores, Inc., dated May 16, 2002;

   (b) Master Contract for Electric Power Service between APCO
       and Winn-Dixie Montgomery, Inc., dated Feb. 23, 1996;

   (c) Master Contract for Electric Power Service between APCO
       and WD Montgomery dated Aug. 8, 1997, and associated
       Electric System Lease Agreement and Standby Generator
       Program Agreement each dated Sept. 3, 1997;

   (d) Contract for Electric Power between APCO and WD Montgomery
       dated April 15, 1997; and

   (e) Contract for Electric Power between APCO and WD Montgomery
       dated Nov. 5, 1996.

The Debtors previously sought to assume the May 2002 Contract in
an Omnibus Motion, but APCO objected to the proposed assumption.  
The Court continued the hearing to give the parties an
opportunity to resolve their differences.

According to Cynthia C. Jackson, Esq., at Smith Hulsey & Busey,
in Jacksonville, Florida, the parties have resolved their dispute
with respect to the May 2002 Contract, and have also negotiated
the terms pursuant to which all of the Contracts will be assumed,
except for the November 1996 Contract.  The negotiations have
resulted in these agreements:

   (1) The Debtors will assume the February 1996, April 1997,
       September 1997, and May 2002 Contracts, as amended;

   (2) APCO will facilitate the assumption of the four Contracts
       by agreeing to (i) amend the May 2002 and February 1996
       Contracts by virtue of two separate contracts dated
       October 12, 2006, and (ii) accept $861,747 as cure for the
       four Contracts;

   (3) The Debtors' cure obligations will be limited to the
       payment of the $861,747 cure with APCO waiving any
       additional requirements under Section 365(b)(1) of the
       Bankruptcy Code as they relate to any prepetition defaults
       under the Contracts;

   (4) APCO's Agreements will not negate the impact of assumption
       on any claims held by the Debtors against APCO or
       otherwise expose APCO to potential preference actions with
       respect to payments made on account of the Contracts;

   (5) APCO will be entitled to an administrative claim for cure
       if any amounts become owing to it pursuant to Section
       502(h) of the Bankruptcy Code upon assumption of the
       Contracts;

   (6) The Omnibus Motion as it pertains to the May 2002 Contract
       and APCO's Objection will be deemed withdrawn; and

   (7) The Debtors will reject the November 1996 Contract as of
       October 25, 2006, and APCO will have a prepetition non-
       priority unsecured rejection damages claim for $51,876.

According to Ms. Jackson, the Debtors' assumption of the
Contracts will result in immediate savings of nearly $1,000,000
associated with certain charges that would otherwise have been
due under the Contracts.  

The Debtors will also save an estimated $1,000,000 annually by
avoiding service price increases that they would otherwise have
to incur if they pursued a rejection and entered into new service
contracts with APCO, Ms. Jackson adds.

The November 1996 Contract relates to the provision of
electricity to one of the Debtors' closed stores in Montgomery,
Alabama.  The Debtors say that the contract's rejection is still
in their best interest although it will result in a $51,876
rejection of damages in favor of APCO, since that amount reflects
minimum charges that they are required to pay under the contract.

By rejecting the November 1996 Contract, the Debtors will ensure
that the charges are treated as a prepetition non-priority
unsecured claim rather than as an administrative claim to be paid
in cash, Ms. Jackson explains.

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)


WINN-DIXIE: Wants to Assume GE Consumer Products Agreement
----------------------------------------------------------
Winn-Dixie Stores Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to approve the
negotiated assumption of their agreement with GE Consumer
Products.

Winn-Dixie Stores, Inc., and GE are parties to a Program
Agreement dated Sept. 12, 2003, as amended.  Under the Contract,
GE supplies the Debtors with various lighting products that are
sold in their stores.

The Debtors have negotiated with GE as to the terms pursuant to
which the Contract will be assumed, including the payment of cure
and the treatment of GE's Claim No. 7385 related to the Contract.

The parties agreed that:

   (a) The Debtors will assume the Contract effective as of the
       Plan Effective Date;

   (b) GE's claim for $630,461 will be disallowed in its
       entirety;

   (c) None of the Debtors will be required to pay any cure
       amount and any prepetition defaults under the Contract
       will be waived in full by GE;

   (d) The waiver of cure payments and other concessions by GE
       will not negate the impact of assumption on any claims
       held by the Debtors against GE or otherwise expose GE to
       potential preference actions with respect to payments made
       on account of the Contract.  Upon assumption of the
       Contract, GE will be entitled to an administrative claim
       for cure in the event that any amounts become owing to GE
       pursuant to Section 502(h) of the Bankruptcy Code for sums
       relating to the Contract that may be required to be paid
       pursuant to Section 550;

   (e) In the event that the Effective Date does not occur, GE
       will be granted an allowed prepetition non-priority
       unsecured claim for $531,108, without prejudice to GE's
       right to seek allowance of the Claim in an increased
       amount or the Debtors' right to challenge the allowance of
       the Claim in any increased amount; and

   (f) The Debtors will continue to timely perform all
       postpetition obligations under the Contract until
       otherwise ordered by the Court.

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)


WR GRACE: Earns $741.4 Million in Third Quarter Ended 2006
----------------------------------------------------------
W. R. Grace & Co. reported its financial results for the third
quarter and nine months ended Sept. 30, 2006.  The highlights are:

     -- Sales for the third quarter were $741.4 million compared
        with $653.4 million in the prior year quarter.  The
        increase was attributable primarily to added sales volume
        in all geographic regions, higher selling prices in
        response to cost inflation, and improved product mix.  
        Sales increased 17.2% for the Grace Davison operating
        segment and 9.5% for the Grace Performance Chemicals
        operating segment.

     -- Net income for the third quarter was $18.4 million
        compared with net income of $32.1 million in the prior
        year quarter.  The third quarter of 2006 was favorably
        affected by the resolution of certain tax matters at
        amounts lower than previously estimated ($12 million),
        and unfavorably affected by costs of Chapter 11,
        litigation and other matters not related to core
        operations ($38 million).  Excluding non-core costs
        and income, net income would have been $40.3 million for
        the third quarter of 2006 compared with $30.4 million
        calculated on the same basis for the third quarter of
        2005, a 32.6% increase.

     -- Pre-tax income from core operations was $71.1 million in
        the third quarter compared with $59.1 million last year.  
        Pre-tax operating income of the Grace Davison segment was
        $45.6 million, up 23.9% compared with the third quarter
        of 2005, attributable principally to double-digit sales
        increases across all product groups; the 2005 third
        quarter was adversely affected by hurricanes Katrina and
        Rita in the Gulf of Mexico.  Pre-tax operating income
        of the Grace Performance Chemicals segment was
        $51.9 million, up 14.1% compared with the third quarter
        of 2005, attributable primarily to higher sales of
        construction products in all geographic regions.  
        Corporate operating costs were $3.2 million higher than
        the third quarter of 2005 due primarily to an increase in
        performance-based compensation reflecting the better
        year-over-year results, partially offset by reduced
        pension expense from recent cash contributions to Grace's
        pension plans.

     -- Sales for the nine months ended Sept. 30, 2006 were
        $2,129.1 million compared with $1,933.1 million for the
        prior period.  Grace recorded net income for the nine
        months ended Sept. 30, 2006, of 13.3 million compared
        with net income in the comparable period of 2005 of
        $67.9 million.  The lower net income was principally
        caused by:

           1) a $30 million increase in the estimated costs to
              reimburse the U.S. Government for environmental
              remediation in Montana;

           2) a $35.4 million increase in defense costs for the
              criminal proceeding related to Grace's former
              operations in Montana; and

           3) a $12.3 million increase in Chapter 11-related
              expenses.

        Excluding non-core and Chapter 11-related costs and
        income, net income would have been $96.3 million for the
        nine months ended Sept. 30, 2006, compared with
        $73.6 million calculated on the same basis for 2005, a
        30.8% increase.  Pre-tax income from core operations was
        $189.6 million for the nine months ended Sept. 30,
        2006, a 22% increase over 2005, primarily attributable
        to higher sales volume in all geographic regions and
        higher selling prices to offset cost inflation, and from
        lower overall pension costs.

"We delivered good growth and profitability in the third quarter
even as residential construction activity in the U.S. began to
moderate," said Grace's President and Chief Executive Officer Fred
Festa.  "Steady economic activity globally, and our focus on
delivering innovative value-added products to a diversified
customer base, continue to help us achieve higher sales and
operating profits in 2006."

                   Cash Flow And Liquidity

Grace's net cash flow from operating activities for the
first nine months of 2006 was $49.4 million, compared with
$14.8 million for the comparable period of 2005.  The
difference in cash flow from operating activities is principally
attributable to improved operating results in 2006.  Other major
factors include the non-recurring payment of $119.7 million to
settle tax and environmental contingencies in 2005 and an increase
in 2006 of $76.7 million to fund defined benefit pension
arrangements.  Year-to-date pre-tax income from core operations
before depreciation and amortization was $275.3 million, 11.6%
higher than in the prior period, a result of the higher pre-tax
income from core operations.  Cash used for investing activities
was $95 million for the first nine months of 2006, primarily
reflecting the expansion of production facilities for
hydroprocessing catalysts and waterproofing membranes, the
acquisition of catalyst assets and technology, and routine capital
for maintaining facilities.

At Sept. 30, 2006, Grace had available liquidity in the form of
cash and cash equivalents ($453.7 million), net cash value of life
insurance ($86.9 million) and available credit under its debtor-
in-possession facility ($192.8 million).  Grace believes that
these sources and amounts of liquidity are sufficient to support
its business operations, strategic initiatives and Chapter 11
proceedings for the foreseeable future.

                    Interest And Income Taxes

Interest expense was $18.8 million for the quarter ended September
30, 2006, and $54.5 million year-to-date, compared
with $13.4 million and $41.3 million, respectively, for the
comparable periods in 2005.  The increases are principally
attributable to a change in annual interest rate on pre-petition
bank debt from a negotiated fixed rate of 6.09% in 2005 to the
prime rate (compounded quarterly) in 2006; the weighted average
interest rate on pre-petition bank debt for the first nine months
of 2006 was 7.86%.

In the third quarter of 2006 Grace reached a resolution with
taxing authorities in the United States concerning a tax position
that was the subject of dispute.  Also in the third quarter, the
German legislature issued a clarification of a new tax law that
will permit Grace to continue to receive the benefit of interest
deductions on an inter-company loan that the new law would have
otherwise prohibited.  Grace recorded a $12 million reduction in
third quarter tax expense to account for such resolutions.
Excluding these adjustments and non-deductible Chapter 11
expenses, the effective tax rate for the nine months ended
Sept. 30, 2006, and 2005 was approximately 35% on consolidated
taxable income.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica  
products, especially construction chemicals and building
materials, and container products globally.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to
the Official Committee of Equity Security Holders.


XEROX CORPORATION: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Technology Hardware sector, the rating
agency confirmed its Ba1 Corporate Family Rating for Xerox Corp.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   US$700 million
   Sr. Notes
   due 2016             Ba2      Ba1      LGD3     48%

   US$620 million
   9.75% Sr. Notes
   due 2009             Ba2      Ba1      LGD3     48%

   US$688 million
   7.125% Sr. Notes
   due 2010             Ba2      Ba1      LGD3     48%

   US$542 million
   7.625% Sr. Notes
   due 2013             Ba2      Ba1      LGD3     48%

   US$50 million
   6.875% Sr. Notes
   due 2011             Ba2      Ba1      LGD3     48%

   US$1.25 billion
   Unsec.
   Revolving
   Credit Facility      Ba2      Ba1      LGD3     48%

   US$752 million
   Sr. Notes
   due 2011             Ba2      Ba1      LGD3     48%

   US$251 million
   Notes due 2016       Ba2      Ba1      LGD3     48%

   US$255 million
   Yen Notes
   due 2007             Ba2      Ba1      LGD3     48%

   US$75 million
   Notes due 2012       Ba2      Ba1      LGD3     48%

   US$60 million
   Notes due 2013       Ba2      Ba1      LGD3     48%

   US$50 million
   Notes due 2014       Ba2      Ba1      LGD3     48%

   US$25 million
   Notes dye 2018       Ba2      Ba1      LGD3     48%

   US$27 million
   Notes due 2008       Ba2      Ba1      LGD3     48%

   US$260 million
   Euro Senior
   Notes due 2009       Ba2      Ba1      LGD3     48%

   Medium Term Notes
   US$166 million       Ba2      Ba1      LGD3     48%

   Trust Preferred      Ba3      Ba2      LGD6     94%

   Shelf-Sr. Unsec.    (P)Ba2   (P)Ba1    LGD3     48%

   Shelf-Subordinated  (P)Ba3   (P)Ba2    LGD6     94%

   Shelf-Preferred     (P)B1    (P)Ba2    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 our notching practices across
industries and will improve the transparency and accuracy of our
ratings as our research has shown that credit losses on bank loans
have tended to be lower than those for similarly rated bonds.

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

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

Headquartered in Stamford, Connecticut, Xerox Corp. --
http://www.xerox.com/-- develops, manufactures, markets, services  
and finances a range of document equipment, software, solutions
and services.  Xerox operates in over 160 countries worldwide and
distributes products in the Western Hemisphere through divisions,
wholly owned subsidiaries and third-party distributors.  In
Europe, Xerox maintains operations in Albania, Austria, Cyprus,
Estonia, France, Germany, Turkey, Italy, The Netherlands, the
United Kingdom, among others.


* BOOK REVIEW: Leveraged Management Buyouts: Causes and
               Consequences
-------------------------------------------------------
Author: Yakov Ahihud, editor
Publisher: Beard Books
Softcover: 284 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587981386/internetbankrupt

This book is the outcome of a 1988 conference organized by the
Salomon Brothers Center for the Study of Financial Institutions at
the Stern School of Business of New York University.  It consists
of 12 papers presented at that conference, papers that represented
the first ever in-depth study of leveraged management buyouts
(MBO).

MBOs were a hot topic in the late 1980s, as a rapidly growing
reorganization phenomenon closely tied to junk bonds.  Debate over
MBOs centered around two uncertainties: fairness to shareholders
and possible conflicts of interest between management/acquirer and
shareholders, and doubts about the future performance of companies
acquired through MBOs.  

The authors' objective was to expand the understanding of
academics, practitioners, and policymakers of the causes and
consequences of MBOs and to contribute to data on appropriate
policies for legislation and regulation regarding them.

The first of three sections reviews characteristics and
consequences of MBOs.  The first chapter, by the editor, Yakov
Ahihud, surveys the empirical evidence on the effects of MBO
announcements on stock and bond prices.

He considers arguments for and against mandating an auction of the
MBO target firm and analyzes points of view about and evidence on
conflicts of interest between management and shareholders.  He
evaluates motivations for MBOs, such as tax benefits and improved
incentives.

The second chapter compares and contrasts the characteristics of
corporations subject to MBOs with other corporations.  Two authors
then look into performance of target firms before and after
buyouts.

One interviewed CEOs of corporations acquired by MBO about their
motivations for and changes in managerial strategy after the MBO.
Both authors found that buyouts were followed by significant
improvements in firms' performance.

The focal points of the second section were legal and tax issues.
The first chapter discusses the role of management in MBOs,
potential conflict with shareholder interests, and the matter of
fairness.  They analyzed court decisions and the proposed
remedies, and evaluated the legal consequences of various business
practices applied in MBOs.

The second chapter discusses the sources of tax benefits and
various financing methods, with a focus on employee stock option
plans.

The final chapter concluded that other reorganization strategies
could yield the same tax benefits as MBOs.

The final section presents a lively debate on policy and
legislative options to resolve issues that arise from MBOs.
Authors include a U.S. congressman, an SEC commissioner and
professors from Harvard Law School and the School of Law at
Stanford University.  Their viewpoints are discussed compellingly
and are often in opposition.  One author avowed that MBOs were
already over-regulated while another argued for the need of an
auction for the corporation once an MBO proposal was announced.

Opinion on the two main questions addressed by the book was
varied.  With regard to fairness, while shareholders received an
average of 30-40 percent over market price for their shares, some
were prevented from reaping the benefits of shrewd post-buyout
strategies.

With regard to future performance clouded by heavy debt, some MBOs
failed, those that "may well have encountered difficulties as a
result of the financial pressures imposed by leveraged
transactions."  More were successful, however, becoming
"reinvigorated companies that have regained a sharp competitive
edge as a result of an MBO."

Anecdotal evidence suggested the successes were due to
management's desisting from "managing so they can get to the
country club by 3:00 p.m."

Yakov Amihud is the Ira Leon Rennert Professor of Entrepreneurial
Finance at the Stern School of Business, New York University.

                             *********

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 ***