TCR_Public/061031.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, October 31, 2006, Vol. 10, No. 259

                             Headlines

A21 INC:  Posts $2.27 Million Net Loss in Second Quarter 2006
ADELPHIA COMMS: Discloses Claims Classification Under Revised Plan
ADVANCED MICRO: Moody's Assigns Loss-Given-Default Ratings
ADVENTRX PHARMA: Alexander Denner Joins Board of Directors
ALLEGHENY ENERGY: Earns $110.2 Million in Third Quarter of 2006

ALLEGHENY ENERGY: Potomac Completes $100 Million Bond Offering
ALLIED HOLDINGS: Ad Hoc Equity Panel Renews Call for Appointment
ALLIED HOLDINGS: Creditors Committee Wants Lang as Special Counsel
AMERICAN ACHIEVEMENT: Moody's Assigns Loss-Given-Default Ratings
AMERICAN GREETINGS: Moody's Assigns Loss-Given-Default Ratings

AMKOR TECHNOLOGY: Moody's Assigns Loss-Given-Default Ratings
ANCHOR GLASS: Has Until December 15 to Object to Claims
APRIA HEALTHCARE: Earns $19.3 Million in Quarter Ended Sept. 30
ARDAJI RESTAURANT: Case Summary & 40 Largest Unsecured Creditors
ARMSTRONG WORLD: Requests for Payment Deadline Set for November 16

AVAGO TECHNOLOGIES: Moody's Assigns Loss-Given-Default Ratings
AVNET INC: Moody's Assigns Loss-Given-Default Ratings
BALL CORP: Earns $101.5 Million in the Third Quarter of 2006
BALLY TOTAL: Files Restated Results for 2006 Quarter Ended June 30
BANTA CORP: S&P Rates $515 Mil. Sr. Sec. Credit Facilities at BB

BEST MANUFACTURING: Court Approves BDO Seidman as Accountants
BLYTH INC: Moody's Assigns Loss-Given-Default Ratings
BOMBARDIER INC: S&P Rates EUR1.8 Bil. Senior Unsec. Notes at BB
BOMBARDIER INC: Moody's Rates Proposed EUR1.8 Billion Notes at Ba2
BOMBARDIER INC: Fitch Downgrades Issuer Default Rating to BB-

BUCKEYE TECHNOLOGIES: Henry Frigon Resigns from the Board
BUILDING MATERIALS: Fitch Sees BB+ Rating on $850MM Sr. Sec. Debt
CABLEVISION SYSTEM: Grover Brown and Zachary Carter Joins Board
CAJUN FUNDING: Moody's Assigns Loss-Given-Default Rating
CARIBBEAN RESTAURANTS: Moody's Assigns Loss-Given-Default Rating

CARROLS CORPORATION: Moody's Assigns Loss-Given-Default Rating
CASABLANCA RESORTS: Moody's Holds Caa2 Rating on Senior Notes
CEP HOLDINGS: Taps Glass & Associates as Financial Advisors
CHARITABLE LEADERSHIP: Moody's Puts on Watch Ba2 Rated $55MM Bonds
CHASE MORTGAGE: Fitch Assigns BB Rating to $1.6MM Private Class

CITICORP MORTGAGE: Fitch Puts B Rating to $843,000 Class B Certs.
CITIZENS COMMS: Board Declares $0.25 Per Share Quarterly Dividend
COLLINS & AIKMAN: Has Until Dec. 27 to File Reorganization Plan
COLLINS & AIKMAN: Reviews Bankruptcy Exit Plan
COMCAST CORP: Earns $1.2 Billion for the Quarter Ended Sept. 30

COMMSCOPE INC: Reports $43.6 Million Net Income in Third Quarter
CONEXANT SYSTEMS: Improved Liquidity Cues S&P to Lift Corp. Rating
CONEXANT SYSTEMS: Moody's Junks Corporate Family Rating
CONEXANT SYSTEMS: To Offer $250 Mil. Floating Rate Secured Notes
CORE GROUP: Debtor's Suit Naming IRS as Defendant Was Deficient

CRC HEALTH: S&P Rates Amended $434 Mil. Sr. Sec. Term Loan B at B
CRC Health: Moody's Puts Ba3 Rating on Proposed $190 Million Loan
CWALT INC: $4.3 Million of Certificates Gets Fitch's Low-B Rating
CWALT INC: Fitch's Rating on $3.3MM Class B-4 Certs. Remains at B
DANA CORP: Court Permits Debtors and Franklin to Conduct Discovery

DANA CORP: Wants Furillo's and Buono's Lift Stay Requests Denied
DAVE & BUSTERS: Moody's Assigns Loss-Given-Default Rating
DEATH ROW: Court Approves LECG LLC as Accountants Advisors
DELPHI CORP: Resolves SEC Fraud Lawsuit
DELPHI CORP: Shifts Power Products Trade to Automotive Holdings

DELPHI CORP: Panel Balks at Move to Recognize Late-Filed Claims
DENNY'S CORP: Earns $25.5 Million for the Quarter ended Sept. 27
DEVELOPERS DIVERSIFIED: Buying Inland Retail for $6.2 Billion
DEVELOPERS DIVERSIFIED: Filing Form S-3 for 3.50% Senior Notes
DEVELOPERS DIVERSIFIED: Fitch Holds BB+ Preferred Stock Rating

DHIMANT PATEL: Case Summary & Five Largest Unsecured Creditors
DORAL FINANCIAL: 10-Q Filing Cues S&P to Remove Ratings from Watch
DOUGLAS HAN: Case Summary & 20 Largest Unsecured Creditors
DOV PHARMACEUTICAL: May File for Bankruptcy to Improve Liquidity
DURA AUTOMOTIVE: U.S. and Canadian Operations File for Chapter 11

DURA AUTOMOTIVE: Case Summary & 30 Largest Unsecured Creditors
EDUCATE INC: Moody's Places Ba3 Rated $159 Mil. Term Loan on Watch
ENTERGY NEW ORLEANS: U.S. Trustee Amends Committee Membership
ENTERGY NEW: Court Dismisses Request for August Tax Payment
FIRST BANCORP: Fitch Puts Low-B Ratings on Negative Watch

FIRST MERCURY: Moody's Withdraws B2 Rating on Sr. Notes Due 2012
FOAMEX INTERNATIONAL: Schulte Roth Represents Ad Hoc Committee
FOAMEX INTERNATIONAL: Trade Creditors Sell 39 Claims
FOCUS CORP: S&P Rates Proposed CDN$195 Million Secured Debts at B-
FORD MOTOR: Closes Production at Atlanta Assembly Plant

FORTUNE NATURAL: Judge Brown Nixes 90% of Greenwich's Claim
GALLERIA INVESTMENTS: Taps Gleeds USA as Contract Auditor
GATEHOUSE MEDIA: S&P Cuts Sr. Sec. Credit Facilities Rating to B+
GATEWAY DISTRIBUTORS:  Posts $1.1 Mil. Net Loss in Second Quarter
GLOBAL DOCUGRAPHIX: Wants Court Approval on Chapter 7 Conversion

GOODYEAR TIRE: Closing Tire Manufacturing Plant in Tyler, Texas
GREENS WORLDWIDE:  Posts $2.7 Million Net Loss in Second Quarter
HERBALIFE LTD: Amends Employment Pact with CEO Richard Goudis
HOST HOTELS: S&P Rates Proposed $500 Million Senior Notes at BB
IDEAL ELECTRIC: Case Summary & 20 Largest Unsecured Creditors

INCO LTD: CVRD Brings In New Board Following Purchase Completion
INT'L GALLERIES: Trustee Wants Court Okay to Use Cash Collateral
INTERMUNE INC: Paying $36.9 Million Actimmune Drug Suit Settlement
INTRAWEST CORP: Fortress Purchase Cues S&P to Withdraw Ratings
INTREPID TECHNOLOGY: June 30 Balance Sheet Upside-Down by $2.1MM

JP MORGAN: S&P Affirms B- Rating on Class O Certificates
KAISER ALUMINUM: Gramercy Alumina Moves for Summary Judgment
KAISER ALUMINUM: Trustee Balks at LeBlanc's Admin. Claim Payments
KANSAS CITY SOUTHERN: Fitch Ratings Holds B+ IDR Rating
KARA HOMES: Wants Until Nov. 15 to File Schedules and Statements

LARRY VARNER: Involuntary Chapter 11 Case Summary
LAS AMERICAS: Judge Rimel Confirms Chapter 11 Reorganization Plan
LEHMAN XS: Moody's Puts B2 Rating on Class A-4 Notes
LIFESTREAM TECHNOLOGIES: Exploring Strategic Alternatives
MERIDIAN AUTOMOTIVE: Plan-Filing Period Extended Until December 31

MERIDIAN AUTOMOTIVE: Has Until March 1 to Remove Civil Actions
MERRILL LYNCH: Moody's Rates $2.2 Mil. Class L Certificates at B3
MICRON TECHNOLOGY: Earns $408 Million in 2006 Fiscal Year
MILLS CORP: Could File Delinquent Financial Statements in 4 Weeks
MOORE MEDICAL: Case Summary & 20 Largest Unsecured Creditors

MORTGAGE ASSET: $1.9 Mil. Class B-4 Certs. Get Fitch's BB Rating
NESCO INDUSTRIES: Has $10 Million Stockholders' Deficit at July 31
NISKA GAS: Moody's Assigns Loss-Given-Default Ratings
NORAMPAC INC: Earns CDN$24.3 Mil. for Quarter Ended Sept. 30, 2006
OPTIMAL CARE: Case Summary & 20 Largest Unsecured Creditors

PERFORMANCE TRANSPORTATION: Inks Services Pact with Qwest Comms
PERFORMANCE TRANSPORTATION: Panel Argues Against Compensation Plan
PHOTRONICS INC: Moody's Assigns Loss-Given-Default Ratings
POP N GO:  Posts $4.4 Million Net Loss in Third Fiscal Quarter
PRODIGY HEALTH: Moody's Junks Proposed $75MM Sr. Facility Rating

R&G FINANCIAL: Fitch Lowers to IDR to BB with Negative Outlook
RADIOSHACK CORP: Fitch Holds Issuer Default Rating at BB+
RAFAELLA APPAREL: S&P Raises Corporate Credit Rating to B from B-
REGENT BROADCASTING: Moody's Puts B1 Rating on $125 Mil. Term Loan
RENO REDEVELOPMENT: S&P Cuts SPUR on Sub. 1998A Bonds to BB+

RESIDENTIAL ACCREDIT: Fitch Holds B Rating on 16 Cert. Classes
RIEFLER CONRETE: Gets Initial Okay on Harter Secrest Rentention
RIVES CARLBERG: Voluntary Chapter 11 Case Summary
ROBERT ZOCCO: Case Summary & Largest Unsecured Creditor
ROLE MODELS: Debtor Had No Interest in Fort Ritchie Property

ROO GROUP: Posts Net Loss of $3.2 Mil. in Second Quarter
ROWECOM INC: Liquidating Trustee Provides Update on Recent Actions
SAINT VINCENTS: Court Approves Nursing School Asset Auction
SAINT VINCENTS: Judge Hardin Allows Sale of Surplus Assets
SEARS ROEBUCK: Moody's Assigns Loss-Given-Default Ratings

SEMCAMS HOLDING: Moody's Assigns Loss-Given-Default Ratings
SEPRACOR INC: Restates Annual Reports Showing Option Grant Changes
SFG LP: Wants to Hire DJM Asset as Real Estate Consultant
SMARTIRE SYSTEMS: David Warkentin Gets Promoted to President & CEO
SWIFT & COMPANY: Names Raymond Silcock as EVP and CFO

SWIFT & COMPANY: First Fiscal Quarter Net Sales Rose to $2.59 Bil.
SYNTHRON INC: Case Summary & 20 Largest Unsecured Creditors
TAKE-TWO INTERACTIVE: Court Retains "Grand Theft Auto" Suit Claims
TOYS 'R' US DELAWARE: Moody's Assigns Loss-Given-Default Ratings
TOYS 'R' US: Moody's Assigns Loss-Given-Default Ratings

TRANSCO ENERGY: Moody's Assigns Loss-Given-Default Ratings
TRUSTREET PROPERTIES: GE Capital Extends $3 Billion Purchase Offer
TYRINGHAM HOLDINGS: Gets Final Court OK on DIP Financing with BoA
UAP HOLDING: Posts $4.2M Net Loss in 2nd Fiscal Qtr. Ended Aug. 27
USI HOLDINGS: S&P Puts BB- Bank Loan Ratings on Negative Watch

VESCOR DEVELOPMENT: Court OKs Lionel Sawyer as Bankruptcy Counsel
VISHAY INTERTECHNOLOGY: Moody's Assigns Loss-Given-Default Ratings
VISIPHOR CORP: To Consolidate Vancouver and Burnaby Offices
WCI COMMUNITIES: Expects to Report Net Income in Third Quarter
WELD WHEEL: Creditors Must File Proofs of Claim by December 1

WELD WHEEL: Courts Approves Expansion of BMC Group's Work Scope
WELLS FARGO: Fitch Rates $326,000 Class B-5 Certificates at B
WESTCHESTER COUNTY: Moody's Holds Ba2 Rating on $107 Mil. Sr. Debt
WILLIAMS HOLDINGS: Moody's Assigns Loss-Given-Default Ratings
WILLIAMS PRODUCTION: Moody's Assigns Loss-Given-Default Ratings

WINN-DIXIE: Court Approves Deutsche Bank Stipulation
WINN-DIXIE: Wants to Assume Hobart Corp. Agreement
WORLDCOM INC: District Court Holds Bankr. Court's Enjoinment Order
WORLDCOM INC: Court Denies Seinfeld's Derivative Claims Action
X-RITE INC: Moody's Assigns Loss-Given-Default Ratings

YOUNG CHOE: Voluntary Chapter 11 Case Summary

* FTI Appoints New Directors to Forensic, Corp Finance Practices
* Japonica's Kazarian to Give Keynote at Distressed Investing 2006

* Large Companies with Insolvent Balance Sheets

                             *********

A21 INC:  Posts $2.27 Million Net Loss in Second Quarter 2006
-------------------------------------------------------------
A21 Inc. reported a $2,270,000 net loss on $4,511,000 of revenues
for the second quarter ended June 30, 2006, compared to a $985,000
net loss on $2,327,000 of revenues for the same period in 2005.

At June 30, 2006, the company's balance sheet showed $40,330,000
in total assets, $30,345,000 in total liabilities, Minority
Interest of $2,590,000, Convertible Preferred Stock of $4,830,000,
and $2,465,000 in stockholders' equity.  Accumulated deficit
increased to $18,871,000 at June 30, 2006, from $14,185,000 at
Dec. 31, 2005.

At June 30, 2006, A21, Inc.'s balance sheet showed an improvement
in the company's working capital position, with $11,409,000 in
current assets available to pay $5,033,000 in current liabilities.
This was primarily due to the net proceeds from Convertible Debt
Financing offset by the cash used to acquire ArtSelect and cash
used in operations.

Full-text copies of the company's second quarter financial
statements are available for free at:

              http://researcharchives.com/t/s?142d

                      Going Concern Doubt

BDO Seidman LLP, in Charlotte, North Carolina, raised substantial
doubt about A21 Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2005.  The auditor pointed to the company's working
capital deficit and losses from operations.

                          About A21 Inc.

Headquartered in Jacksonville, Florida, A21, Inc. --
www.a21group.com/ -- through its subsidiary SuperStock, Inc.,
aggregates visual content from photographers, photography
agencies, archives, libraries, and private collections and
licenses the visual content to customers.


ADELPHIA COMMS: Discloses Claims Classification Under Revised Plan
------------------------------------------------------------------
The Adelphia Communications Corporation Debtors disclosed the
classification of claims under its Revised Fifth Amended Plan of
Reorganization.

The Revised Draft Fifth Amended Plan contains 11 new types of
claims or equity interests:

    (a) Century Bank Claims Administrative Agent Claims,
    (b) Century Bank Claims Non-Administrative Agent Claims,
    (c) Century Syndicate Claims,
    (d) Century Wachovia Claims,
    (e) Century BMO Claims,
    (f) FrontierVision Bank Claims,
    (g) Olympus Bank Claims Administrative Agent Claims,
    (h) Olympus Bank Claims Non-Administrative Agent Claims,
    (i) Olympus Bank Syndicate Claims,
    (j) Olympus Wachovia Claims,
    (k) Olympus BOFA Claims,
    (l) UCA Bank Claims Administrative Agent Claims,
    (h) UCA Bank Claims Non-Administrative Agent Claims,
    (i) UCA Bank Syndicate Claims,
    (j) UCA BMO Claims, and
    (k) UCA BOFA Claims.

The new classes of Bank Claims are revisions to:

     -- the Century Bank Claims Class,
     -- the FrontierVision Bank Claims Class,
     -- the Olympus Bank Claims Class, and
     -- the UCA Bank Claims Class.

The new Bank Classes will receive payment in full in cash, subject
to disgorgement and certain other conditions.

Each holder of Bank Claims in a class that accepts the Plan will
also receive Bank Fee Claims for fees and expenses actually billed
and accrued and not pre-billed for future anticipated services.

Except for the Bank Syndicate Claims Classes, the estimated total
recovery of the Bank Claims is 100%.

The Bank Claims Classes are impaired and are entitled to vote.

The Plan also reflects revisions to the recoveries and treatment
of certain Claim Classes:

    Type of Claim              Treatment
    -------------              ---------
A. GENERAL

    Administrative Claims      Paid in full in cash.
                               Estimated total recovery: 100%
                               Estimated claims: $901,000,000

B. SUSIDIARY DEBTORS

    Subsidiary Debtor          Paid in full in cash, plus
    Secured Claims             accrued postpetition interest
                               from the Petition Date through
                               the Effective Date, at the
                               Applicable Rate.

                               Estimated total recovery: 137%
                               Estimated claims: $57,000,000

                               Unimpaired; not entitled to
                               vote

    FPL Notes                  Payment through distribution
                               of cash and TWC Class A Common
                               Stock equal to payment in full, and
                               of CVV Series FPL Interests.

                               Estimated total recovery: 122%
                               Estimated claims: $127,000,000

                               Impaired; entitled to vote

    Olympus Notes              Payment through distribution
                               of cash and TWC Common Stock
                               equal to payment in full, and of
                               CVV Series Olympus Interests.

                               Estimated total recovery: 139%
                               Estimated claims: $213,000,000

                               Impaired; entitled to vote

C. ACOM DEBTORS

    ACOM Debtors Secured       Paid in full in cash.
    Claims                     Estimated total recovery: 137%
                               Estimated claims: <$1,000,000

                               Unimpaired; not entitled to
                               vote

    ACOM Senior Notes          Payment through distribution
                               of cash and TWC Common Stock,
                               and of CVV Series ACC-1
                               Interests.

                               Estimated total recovery: 58%
                               Estimated claims: $5,110,000,000

                               Impaired; entitled to vote

    ACOM Trade Claims          Payment through distribution
                               of cash and TWC Common Stock,
                               and of CVV Series ACC-2
                               Interests.

                               Estimated total recovery: 42% - 45%
                               Estimated claims: $293,000,000

                               Impaired; entitled to vote

    ACOM Other Unsecured       Payment through distribution
    Claims                     of cash and TWC Common Stock
                               and of CVV Series ACC-3
                               Interests.

                               Estimated total recovery: 42% - 45%
                               Estimated claims: $89,000,000

                               Impaired; entitled to vote

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

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


ADVANCED MICRO: 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 semiconductor and distributor
sector, the rating agency affirmed its Ba3 corporate family rating
on Advanced Micro Devices, 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
   ----------           -------  -------  ------   ----------
   $600 Mil. senior
   unsecured notes         B1      Ba3     LGD4        59%

   Shelf - Sr.
   Unsecured Notes         B1      Ba3     LGD4        59%

   Shelf - Subor.          B2       B2     LGD6        97%

   Shelf - Preferred       B3       B2     LGD6        97%

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

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

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

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


ADVENTRX PHARMA: Alexander Denner Joins Board of Directors
----------------------------------------------------------
ADVENTRX Pharmaceuticals Inc. disclosed that Alexander J. Denner,
Ph.D., a member of the board of directors of ImClone Systems
Incorporated, will join its board of directors.

Dr. Denner will replace Keith Meister as the representative of
entities affiliated with Carl Icahn and other investors.

"Alex's deep understanding of the biotechnology markets will be a
tremendous resource to us as we move our product candidates
towards commercialization," Evan M. Levine, chief executive
officer, said.  "We are pleased that top-tier individuals who
understand our industry appreciate the value of our pipeline and
are excited to participate in and help shape our success."

Dr. Denner currently serves as a Managing Director of entities
affiliated with Carl Icahn, including Icahn Partners LP and Icahn
Partners Master Fund LP., both private investment funds.
Previously, Dr. Denner served as a portfolio manager specializing
in healthcare investments for Viking Global Investors.  Prior to
Viking, he served in a variety of roles at Morgan Stanley,
beginning in 1996, including as portfolio manager of healthcare
and biotechnology mutual funds.  Dr. Denner currently serves as a
director of ImClone Systems Incorporated and HyperMed, Inc., a
privately held company specializing in imaging platforms for
medical and surgical applications.  Dr. Denner received his B.S.
degree from the Massachusetts Institute of Technology and his
M.S., M.Phil. and Ph.D. degrees from Yale University.

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 or safety of
existing therapies.

ADVENTRX Pharmaceuticals' 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.


ALLEGHENY ENERGY: Earns $110.2 Million in Third Quarter of 2006
---------------------------------------------------------------
Allegheny Energy Inc. reported consolidated net income of
$110.2 million from operating revenues of $816 million for the
third quarter of 2006, compared to net income of $35.7 million
from operating revenues of $845 million for the same period in
2005.

Operating income for the three months ended Sept. 30, 2006, was
$211 million, versus $171 million for the comparable period in
2005.

For the first nine months of 2006, the Company reported
consolidated net income of $254.7 million from operating revenues
of $2.38 billion, as compared to net income of $59.9 million from
operating revenues of $2.31 billion for the first nine months of
the prior year.

Operating income for the nine-month period ended Sept. 30, 2006,
was $574 million, compared to $463 million in the prior year.

Adjusted net income from continuing operations was $246.0 million
for the first nine months of 2006, compared to $146.1 million for
the same period of 2005.

Headquartered in Greensburg, Pennsylvania, Allegheny Energy, Inc.,
(NYSE:AYE) -- http://www.alleghenyenergy.com/-- is an investor-
owned utility consisting of two major businesses.  Allegheny
Energy Supply owns and operates electric generating facilities,
and Allegheny Power delivers low-cost, reliable electric service
to customers in Pennsylvania, West Virginia, Maryland and
Virginia.


ALLEGHENY ENERGY: Potomac Completes $100 Million Bond Offering
--------------------------------------------------------------
The Potomac Edison Company, a wholly owned subsidiary of Allegheny
Energy Inc., completed an offering of $100 million aggregate
principal amount of its First Mortgage Bonds, 5.80% Series Due
2016 in accordance with provisions of Rule 144A and Regulation S
under the Securities Act of 1933, as amended.

The Securities were issued under the Indenture, dated
Oct. 1, 1944, and the 107th Supplemental Indenture, dated as of
October 23, 2006, between the Company and JPMorgan Chase Bank,
N.A. as the Corporate Trustee and Thomas J. Foley, as Individual
Trustee.

The Securities bear interest at the rate of 5.80% per year and
mature on Oct. 15, 2016.  Interest is payable semi-annually in
arrears on each of April 15 and October 15, commencing on
April 15, 2007.  The Securities are redeemable at the Company's
option at any time at a "make-whole" premium.

The Company disclosed that the Securities are secured by a first
lien on all of the real estate, transmission and distribution
systems and franchises that it now owns or may own in the future.
The Securities are the Company's senior secured indebtedness and
rank equally in right of payment with its other existing or any
future unsubordinated indebtedness.  The Indenture permits the
Company to "re-open" the offering of Securities without the
consent of the holders of the Securities.  Accordingly, the
principal amount of the Securities may be increased in the future.

The Company and its affiliates maintain banking relationships with
JPMorgan Chase Bank, N.A. and its affiliates.

A full text-copy of the 107th Supplemental Indenture may be viewed
at no charge at http://ResearchArchives.com/t/s?1422

Headquartered in Greensburg, Pennsylvania, Allegheny Energy, Inc.,
(NYSE:AYE) -- http://www.alleghenyenergy.com/-- is an investor-
owned utility consisting of two major businesses.  Allegheny
Energy Supply owns and operates electric generating facilities,
and Allegheny Power delivers low-cost, reliable electric service
to customers in Pennsylvania, West Virginia, Maryland and
Virginia.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Moody's Investors Service confirmed its Ba2 Corporate Family and
Senior Unsecured Credit Facility ratings for Allegheny Energy,
Inc.


ALLIED HOLDINGS: Ad Hoc Equity Panel Renews Call for Appointment
----------------------------------------------------------------
The Ad Hoc Committee of Equity Security Holders in Allied Holdings
Inc. and its debtor-affiliates' bankruptcy cases renewed its
requests for the appointment of an official equity committee.

The Hon. W. Homer Drake, Jr., of the U.S. Bankruptcy Court for the
Northern District of Georgia, previously denied, without
prejudice, a prior request for appointment of an official
committee of equity security holders of Allied Holdings Inc.,
filed by Virtus Capital LP, Hawk Opportunity Fund, L.P., Aspen
Advisors, LP, Sopris Capital Advisors, LLC, and Armory Advisors.

The Court stated that it would revisit the issue if:

    (i) additional evidence demonstrated that equity security
        holders were not being adequately represented in the
        Chapter 11 cases;

   (ii) further evidence demonstrated that the Debtors were not
        "hopelessly insolvent"; and

  (iii) other factors warranted the appointment.

Paul N. Silverstein, Esq., at Andrews Kurth LLP, in New York,
relates that in the interim, Virtus, et al., is acting as an ad
hoc committee of equity security holders monitoring the Debtors'
case.  However, because Virtus, et al., is not privy to important
information concerning the Debtors' business and Chapter 11
strategies as an official committee would, it cannot properly
protect its constituency's interests.

Mr. Silverstein tells the Court that certain elements mandate the
appointment of an equity committee pursuant to Section 1102(a)(2)
of the Bankruptcy Code to protect all stockholders, including:

    -- the interests of stockholders are not being adequately
       represented as illustrated by, among others, the Debtors'
       inaction with respect to their contracts with the
       International Brotherhood of Teamsters and the continued
       over-collateralizing of their self-insurance claims;

    -- the Debtors are not "hopelessly insolvent" as demonstrated
       by their April 2006 through June 2006 operating reports
       showing positive net income for the past three months;

    -- the costs would not outweigh the benefits of an equity
       committee; and

    -- American Alliance Fund I, L.P., Yucaipa American Alliance
       (Parallel) Fund I LP, and certain of their respective
       affiliates, has emerged as an aggressive and vocal creditor
       attempting to impose its will and agenda on the Debtors.

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)


ALLIED HOLDINGS: Creditors Committee Wants Lang as Special Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Allied Holdings
Inc. and its debtor-affiliates' chapter 11 cases seeks authority
from the U.S. Bankruptcy Court for the Northern District of
Georgia to:

    (a) retain Lang Michener LLP as its special Canadian counsel,
        effective as of October 1, 2006, to perform the legal
        services that will be necessary during the Debtors'
        Chapter 11 cases in respect of Canadian legal issues and
        proceedings; and

    (b) discontinue all obligations of Fasken Martineau DuMoulin
        LLP to represent the Committee as Canadian counsel
        effective as of September 30, 2006.

The Creditors' Committee previously obtained Court approval to
retain Fasken to represent the Committee's interests in all
Canadian matters during the pendency of the Debtors' bankruptcy
cases.  Sheryl E. Seigel, Esq., then head of Fasken's bankruptcy
and insolvency practice, was responsible for the Committee's
representation.

Thomas M. Korsman, vice-president of the Creditors' Committee,
informs the Court that Ms. Seigel became a partner and head of
Lang Michener's business restructuring and insolvency practice
effective as of October 2006.

Mr. Korsman says Lang Michener -- a multi-service firm with
experienced attorneys practicing in corporate, labor and
employment, pension, litigation, and other areas of law -- has
experience working on complex domestic and multi-national
business reorganizations and restructurings, including cross-
border proceedings.

Mr. Korsman relates that while the Creditors' Committee is most
appreciative of Fasken's role in representing its interests, the
Committee believes that its interests, as well as those of the
Debtors, their estates and their other stakeholders, will be best
served by continuing Ms. Seigel's representation through her new
position at Lang Michener.

Furthermore, Mr. Korsman discloses that the Creditors' Committee
believes that no additional costs will be incurred by the
Debtors, their estates or their creditors, and no interest of any
party will be diminished or compromised as a result of the
transition.

As Canadian Counsel, Lang Michener will render bankruptcy,
restructuring, and related legal services to the Creditors'
Committee in relation to Canadian legal issues and proceedings,
as needed throughout the remaining course of the Debtors'
bankruptcy cases.

This includes:

    a. representing the Creditors Committee at Canadian hearings
       and any other related proceedings;

    b. assisting the Committee and its U.S. professional advisors
       in analyzing the claims of the Debtors' creditors and, if
       required, in negotiating with the creditors;

    c. assisting in the Committee's investigation of the assets,
       liabilities, and financial condition of the Debtors in
       Canada and of the operations of the Debtors' Canadian
       businesses;

    d. assisting the U.S. Advisors in their analysis of, and
       negotiations with, the Debtors or any third party
       concerning matters related to, among other things,
       formulating the terms of a plan or plans of reorganization
       for the Debtors;

    e. assisting and advising the U.S. Advisors with respect to
       any matters that they may request;

    f. reviewing and analyzing all pleadings, orders, statements
       of operations, schedules, and other legal documents in the
       Canadian proceedings or any other proceedings in Canada
       relating to the Debtors or their property, assets or
       businesses;

    g. preparing, on behalf of the Committee, any pleadings,
       orders, reports and other legal documents as may be
       necessary, in furtherance of the Committee's interests and
       objectives; and

    h. performing all other legal services as described by the
       Committee and its U.S. Advisors, which may be necessary and
       proper for the Committee to discharge its duties in the
       Chapter 11 proceedings.

Lang Michener will be paid on an hourly basis according to its
customary hourly rates:

          Partners                     C$360 to C$765
          Associates                   C$235 to C$475
          Summer/Articling Students    C$160 to C$215
          Paralegals                    C$55 to C$245

Mr. Korsman adds that the C$655 hourly rate charged for Ms.
Seigel's services while at Fasken will remain unchanged for the
balance of the current calendar year after her transition to Lang
Michener.

The Creditors' Committee will reimburse Lang Michener for actual
and necessary expenses.

Ms. Siegel assures the Court that Lang Michener is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, and does not hold or represent any
interest adverse to the Debtors' estates as required by Section
328(c).

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)


AMERICAN ACHIEVEMENT: Moody's Assigns Loss-Given-Default Ratings
----------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. consumer products sector, the rating
agency revised its probability-of-default ratings and assigned
loss-given-default ratings on American Achievement Corporation's
loans and bond debt obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $150M senior sub.
   notes due 2012         B2       B1      LGD3       41%

   $107M senior secured
   term loan due 2011     Ba3      Ba2     LGD1        9%

   $40M senior secured
   revolving credit
   facility due 2010      Ba3      Ba2     LGD1        9%

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%).

Austin, Texas-based American Achievement Corporation
-- http://www.cbi-rings.com/-- is an indirect wholly owned
operating subsidiary of AAC Group Holding Corp.  American
Achievement provides products associated with graduation and
important event commemoration, including class rings, yearbooks,
graduation products, achievement publications and affinity jewelry
through in-school and retail distribution.  AAC's brands include:
Balfour and ArtCarved, providers of class rings and graduation
products; ECI, publisher of Who's Who Among American High School
Students(R); Keepsake Fine Jewelry; and Taylor Publishing,
publisher of yearbooks.  AAC has over 2,000 employees and is
majority-owned by Fenway Partners.


AMERICAN GREETINGS: Moody's Assigns Loss-Given-Default Ratings
--------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. consumer products sector, the rating
agency confirmed its Ba1 Corporate Family Rating for American
Greetings Corporation.  Additionally, Moody's revised or held its
probability-of-default ratings and assigned loss-given-default
ratings on these loans and bond debt obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $300M sr. sec delay
   draw term loan
   due 2013               Ba1      Baa3    LGD2       28%

   $350M senior secured
   revolving credit
   facility due 2011      Ba1      Baa3    LGD2       28%

   $200M senior unsecured
   notes due 2016         Ba2      Ba2     LGD5       81%

   $22.7M senior unsecured
   notes due 2028         Ba2      Ba2     LGD5       81%

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%).

Cleveland, Ohio-based American Greetings Corporation (NYSE: AM)
-- http://corporate.americangreetings.com/-- manufactures social
expression products.  Along with greeting cards, its product lines
include gift wrap, party goods, candles, stationery, calendars,
educational products, ornaments, and electronic greetings.


AMKOR TECHNOLOGY: 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 semiconductor and distributor
sector, the rating agency affirmed its Caa1 corporate family
rating on Amkor Technology, 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
   ----------           -------  -------  ------   ----------
   $300MM Guaranteed
   Senior Secured
   2nd Lien Term Loan
   due 2010                B3       B1      LGD1        7%

   $500MM
   9.25% Sr. Unsecured
   Notes due 2008         Caa3     Caa1      LGD3      44%

   $400MM 9.25% Sr.
   Unsecured Notes
   due 2016               Caa3      Caa1     LGD3      44%

   $425MM 7.75% Sr.
   Unsecured Notes
   due 2013               Caa3      Caa1     LGD3      44%

   $250MM 7.125% Sr.
   Unsecured Notes
   due 2011               Caa3      Caa1     LGD3      44%

   $200MM 10.50% Sr.
   Subordinated Notes
   due 2009                Ca       Caa2     LGD5      75%

   $190MM 2.50%
   Convertible Sr.
   Sub Notes due 2011      Ca       Caa3     LGD5      84%

   $258.8MM 5.00%
   Convertible Subor.
   Notes 2007              Ca       Caa3     LGD6      94%

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%).

Chandler, Arizona-based Amkor Technology, Inc. (NASDAQ: AMKR) --
http://www.amkor.com/-- provides advanced semiconductor assembly
and test services.  The company offers semiconductor companies and
electronics original equipment manufacturers a complete set of
microelectronic design and manufacturing services.


ANCHOR GLASS: Has Until December 15 to Object to Claims
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle district of Florida
extended the deadline for Anchor Glass Container Corporation to
object to claims until Dec. 15, 2006, without prejudice to its
right to seek a further extension.

Anchor Glass is continuing to file objections to claims, Robert
A. Soriano, Esq., at Shutts & Bowen LLP, in Tampa, Florida,
relates.  However, after consulting with representatives of the
Alpha Resolution Trustee, Anchor Glass has discovered that in
certain instances, it is not clear in which Class some filed
claims belong.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents Anchor Glass in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When Anchor Glass filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts.  The Court confirmed Anchor Glass' second
Amended Plan of Reorganization on April 18, 2006.  Anchor Glass
emerged from Chapter 11 protection on May 3, 2006. (Anchor Glass
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


APRIA HEALTHCARE: Earns $19.3 Million in Quarter Ended Sept. 30
---------------------------------------------------------------
Apria Healthcare Group Inc. reported revenues of $382.2 million in
the third quarter of 2006 compared to $367.6 million in the third
quarter of 2005.

Net income for the third quarter of 2006 was $19.3 million versus
net income for the same period in 2005 of $19.3 million.

Net revenue growth for the third quarter of 2006, when compared to
the third quarter of 2005, was 4%.  Selling, distribution and
administrative expenses were 53% of net revenues in the third
quarter of 2006 compared to 54.8% of net revenues in the third
quarter last year.

Earnings before interest, taxes, depreciation and amortization was
$72.5 million in the third quarter of 2006, compared to
$69 million in the third quarter of 2005 was.

Free cash flow was $36.6 million in the third quarter of 2006, up
from $1.6 million in the third quarter of 2005, and $99.2 million
for the nine months ended Sept. 30, 2006, versus $36.0 million for
the comparable period in 2005.  The Company has utilized its free
cash flow to reduce its revolving credit line balance by
$40 million during the third quarter and $95 million year-to-date.

The Company also disclosed that annual revenues are estimated at
$9.5 million and its management reaffirms previous sales growth
estimate of approximately 3% for the year.

Headquartered in Lake Forest, California, Apria Healthcare Group
Inc. (NYSE:AHG) -- http://www.apria.com/-- provides home
respiratory therapy, home infusion therapy and home medical
equipment through approximately 500 branches serving patients in
all 50 states.

                         *     *     *

As reported in the Troubled Company Reporter on June 5, 2006,
Standard & Poor's Ratings Services affirmed its BB+, Stable,
rating on Apria Healthcare.


ARDAJI RESTAURANT: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ardaji Restaurant Ventures LLC
        151 Greenwich Avenue, Suite 301
        Greenwich, CT 06830

Bankruptcy Case No.: 06-50462

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      Pauli Moto's of Tysons Corner LLC        06-50463
      Paul Ardaji, Sr.                         06-50464

Type of Business: The Debtors operate a Japanese-Chinese cuisine
                  restaurant.

Chapter 11 Petition Date: October 27, 2006

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtors' Counsel: Scott D. Rosen, Esq.
                  Cohn Birnbaum & Shea P.C.
                  100 Pearl Street, 12th Floor
                  Hartford, CT 06103-4500
                  Tel: (860) 493-2200
                  Fax: (860) 727-0361

                               Total Assets   Total Debts
                               ------------   -----------
      Ardaji Restaurant          $3,595,000    $2,289,733
      Ventures LLC

      Pauli Moto's of Tysons     $8,295,125    $5,825,439
      Corner LLC

      Paul Ardaji, Sr.           $1,191,000    $1,215,083

A. Ardaji Restaurant Ventures LLC's Three Largest Unsecured
   Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Forrester Construction                                 $2,200,000
Company
12231 Parklawn Drive
Rockville, MD 20852

Lexus Financial Services           3 month lease           $2,100
P.O. Box 17187                     payment
Baltimore, MD 21297-0511

Kolbrenner & Alexander LLC         Accounting                $750
15 Valley Drive                    Services
Greenwich, CT 06831

B. Pauli Moto's of Tysons Corner LLC's 20 Largest Unsecured
   Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Macerich Company                   Unpaid Rent           $524,000
1961 Chain Bridge Road
McLean, VA 22102

The Chef's Warehouse                                      $31,178
7477 Candlewood Road
Hanover, MD 21076

True World Foods Inc.                                     $31,045
3331 75th Avenue
Landover, MD 20785

Donald Chin Supply Co.                                    $30,357
1323 4th Street Northeast
Washington, DC 20002

Kolbreener & Alexander LLC         Accounting             $28,850
15 Valley Drive                    Services
Greenwich, CT 06831

Pro Fish                                                  $27,325

L & M Produce Co.                                         $20,613

Sysco                                                     $20,389

Linens of the Week                                        $14,373

Nishimoto Trading Co. Ltd.                                $13,729

International Enviro                                      $10,192
Management

Great America Leasing                                      $4,895

Solid Gold Inc.                                            $4,623

Ecolab                                                     $4,064

Washington Gas Co.                                         $3,414

Jani King                                                  $2,390

Western Pest                                               $2,065

Marlin Leasing Co.                                         $2,062

L & L Bakeries Inc.                                        $2,032

Korin Japanese Trading Co.                                 $1,962

C. Paul Ardaji, Sr.'s 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Forrester Construction Co.                             $2,200,000
12231 Parklawn Drive
Rockville, MD 20852

Washington Mutual Bank           309 Stanwich Road     $2,100,000
P.O. Box 100561                  Greenwich, CT 06830     Secured:
Florence, SC 29501                                     $1,875,000

Countrywide Home Loans           309 Stanwich Road     $1,000,000
103 Atlantic Street              Greenwich, CT 06830     Secured:
Stamford, CT 06901                                     $1,875,000
                                                     Senior Lien:
                                                       $2,100,000

Wachovia Bank                    Prejudgment Remedies    $250,000
123 South Broad Street
Philadelphia, PA 19109

Judd Brown Designs, Inc.         Contract for Design     $185,000
700 School Street                and Architectural
Pawtucket, RI 02860              Services at Paul Moto's
                                 of Legacy Place LLC

JP Morgan/Chase Bank                                      $45,000

Kolbrenner & Alexander           Accounting Services       $4,500

Capitol One Visa                                           $3,000

Cablevision                                                  $800

Northease Utilities              Utilities                   $535

Downtown at the Gardens          Lease Guaranty for       Unknown
                                 Terra PGA Lease

Foxwoods Resorts & Casino        Lease Guaranty for       Unknown
                                 Pauli Moto's at
                                 Foxwoods

Macerich Company                 Lease Guaranty for       Unknown
                                 Pauli Moto's of Tysons
                                 Corner LLC

Park Place Partners              Lease Guaranty for       Unknown
                                 Pauli Moto's of
                                 Leaweed LLC

S.R. Weiner & Co.                Lease Guaranty for       Unknown
                                 Terra at Farmington
                                 Valley LLC

Sembler Family                   Lease Guaranty at        Unknown
Partnership #31, Ltd.            Legacy Palm Beach


Woolbright Development, Inc.     Lease Guaranty for       Unknown
                                 Naples


ARMSTRONG WORLD: Requests for Payment Deadline Set for November 16
------------------------------------------------------------------
Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, reminds the U.S. Bankruptcy Court for the
District of Delaware that on Oct. 2, 2006, Armstrong World
Industries Inc.'s Fourth Amended Plan of Reorganization became
effective.

As of the Effective Date, the Plan discharges the Debtor and its
estate, assets, properties and interests in property, as provided
in Section 1141 of the Bankruptcy Code and the Confirmation Order.

The Plan also binds the Debtor and all creditors and parties-in-
interest; revests property of the Debtor's estate in Reorganized
AWI free and clear of all Claims, Equity Interests, Encumbrances
and other interests unless otherwise stated; voids any judgment
against the Debtor; and operates as an injunction with respect to
any debt discharged.

The Asbestos PI Channeling Injunction and the Claims Trading
Injunction are in full force and effect, Mr. Madron states.

All entities seeking payment for services rendered or
reimbursement of expenses incurred through and including the
Effective Date under Section 330, or allowance of Administrative
Expenses arising under Sections 503(b)(2), 503(b)(3), 503(b)(4),
or 503(b)(5) must file a request by Nov. 16, 2006.

Any distribution under the Plan that is unclaimed after 180 days
following the distribution date will be deemed not to have been
made and will be transferred to Reorganized AWI, free and clear of
any claims or interests of any entities, including any claims or
interests of any governmental unit under escheat principles.

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

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

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

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

                           *     *     *

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


AVAGO TECHNOLOGIES: 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 semiconductor and distributor
sector, the rating agency affirmed its B2 corporate family rating
on Avago Technologies Finance Pte. Ltd.

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
   ----------           -------  -------  ------   ----------
   $250MM Senior
   Secured Revolver
   due 2012                B1      Ba2     LGD1        4%

   $500MM 10.125% Sr.
   Unsecured Notes
   due 2013                B3       B2     LGD3        47%

   $250MM Floating Rate
   Sr. Unsecured Notes
   due 2013                B3       B2     LGD3        47%

   $250MM 11.875% Sr.
   Subordinated Notes
   due 2015               Caa2     Caa1    LGD6        91%

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

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

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

Avago Technologies -- http://www.avagotech.com/-- supplies
semiconductor solutions for advanced communications, industrial
and commercial applications.  With approximately 6,500 employees
worldwide, Avago provides a range of analog, mixed-signal and
optoelectronic components and subsystems to more than 40,000
customers.  The company's products serve four end markets:
industrial and automotive, wired infrastructure, wireless
communications, and computer peripherals.


AVNET INC: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. technology semiconductor and distributor
sector, the rating agency affirmed its Ba1 corporate family rating
on Avnet, 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
   ----------           -------  -------  ------   ----------
   $400MM 8.00% Sr.
   Unsecured Notes
   due 2006               Ba1      Ba1     LGD3        49%

   $250MM 6.00% Sr.
   Unsecured Notes
   due 2015               Ba1      Ba1     LGD3        49%

   $300MM 6.625% Sr.
   Unsecured Notes
   due 2016               Ba1      Ba1     LGD3        49%

   $300MM 2.00%
   Convertible Sr.
   Debentures due 2034    Ba1      Ba1     LGD3        49%

   Shelf - Sr.
   Unsecured            (P)Ba1    (P)Ba1   LGD3        49%

   Shelf - Subor.       (P)Ba2    (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 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%).

Avnet Inc., headquartered in Phoenix, Arizona, distributes
electronic components and computer products, primarily for
industrial customers.  Revenues for the fiscal year ended July 1,
2006 were $14.3 billion.


BALL CORP: Earns $101.5 Million in the Third Quarter of 2006
------------------------------------------------------------
Ball Corporation reported third quarter earnings of $101.5 million
on sales of $1.82 billion, compared to $79.3 million on sales of
$1.58 billion in the third quarter of 2005.

For the first nine months of 2006, the Company's results were
earnings of $278.8 million on sales of $5.03 billion, compared to
$216.9 million on sales of $4.46 billion in the first three
quarters of 2005.

The 2006 results include a gain of $2.8 million in the third
quarter and $76.9 million in the first nine months for insurance
recovery from a fire that occurred April 1 at a beverage can
manufacturing plant in Germany.

"Overall, we were pleased with our third quarter results,
especially considering the increased cost pressures we continue to
experience throughout the corporation, R. David Hoover, chairman,
president and chief executive officer, said.  "We are making
progress on profit improvement and pricing initiatives that are
essential to our achieving acceptable returns.  We also are making
good progress on integrating the acquisitions we made earlier this
year and on completing important projects to improve operating
efficiencies."

                            Outlook

Raymond J. Seabrook, executive vice president and chief financial
officer, said that he anticipates full-year free cash flow to be
in the range of $250 million.

Mr. Seabrook said, "The seasonal working capital build we have
seen through the first nine months will be largely eliminated in
the fourth quarter.  We will continue our focus on free cash flow
generation in the future as some of the major capital spending
projects we have been engaged in wind down and we begin to realize
the benefits from them,"

"At mid-year we said we expected results for the second half of
2006 would be better than those of the first half, excluding
property insurance recovery related to the fire in Germany,"
Mr. Hoover said.  "Our solid third quarter results now make us
confident of that outcome.

Mr. Hoover also said, "The cost recovery initiatives we have and
will continue to implement throughout our reporting segments will
be critical to sustaining and improving our performance in 2007.
Some of those initiatives have been announced and already are
being implemented, and others are being discussed and developed
with suppliers and customers,"

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

                         *     *     *

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

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


BALLY TOTAL: Files Restated Results for 2006 Quarter Ended June 30
------------------------------------------------------------------
Bally Total Fitness Holding Corporation filed with the Securities
and Exchange Commission an amended financial report on Form 10-Q
for the quarter ended June 30, 2006, correcting an error in
management's discussion and analysis of financial condition and
results of operations regarding membership roll forward statistics
for the three and six months period ended June 30, 2006, and the
related computation of average number of members during the
periods.

According to the company, as a result of the change in average
number of members for the periods, average monthly membership
revenue recognized per member and average monthly cash received
per member for the periods have been revised as the amounts are
derived using average membership in the denominator of the
calculation.

               Restated 2006 Second Quarter Results

Bally Total Fitness Holding Corporation's balance sheet at
June 30, 2006, showed total assets of $430,902,000 and total
liabilities of $1,841,195,000 resulting in a total stockholders'
deficit of $1,410,293,000.  The company's total stockholders'
deficit at Dec. 31, 2005, stood at $1,463,686,000.

The company's June 30 balance sheet also showed strained liquidity
with $46,964,000 in total current assets and $611,627,000 in total
current liabilities.

For the three months ended June 30, 2006, the company reported a
$733,000 net loss on $254,631,000 of net revenues, compared with
a $1,607,000 net income on $259,617,000 of net revenues for the
three months ended June 30, 2005.

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?140c

Chicago, Ill.-based Bally Total Fitness Holding Corp. (NYSE: BFT)
-- http://www.Ballyfitness.com/-- is a commercial operator of
fitness centers, with over 400 facilities located in 29 states,
Mexico, Canada, Korea, the Caribbean, and China under the Bally
Total Fitness, Bally Sports Clubs, and Sports Clubs of Canada
brands.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2006,
Moody's Investors Service affirmed its junk credit ratings for
Bally Total Fitness Holding Corporation, including the company's
$235 million 10.5% senior unsecured notes (guaranteed) due 2011
and $300 million 9.875% senior subordinated notes due 2007.
The rating outlook remains negative.


BANTA CORP: S&P Rates $515 Mil. Sr. Sec. Credit Facilities at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Banta Corp., a Menasha, Wis.-based printing and
supply chain management services company.

At the same time, Standard & Poor's assigned its 'BB' bank loan
rating and '3' recovery rating to the company's $515 million
senior secured credit facilities reflecting S&P's expectation for
a meaningful (50%-80%) recovery of principal in the event of a
payment default.

Proceeds from the bank facilities will be primarily used to fund a
$16 per share cash dividend (about $388 million), refinance
certain existing debt, and for general corporate purposes.

In addition, Standard & Poor's placed the ratings on Banta on
CreditWatch with negative implications.  The CreditWatch placement
reflects uncertainties surrounding the offer by Cenveo Corp. to
acquire Banta and its related exploration of strategic
alternatives to maximize shareholder value, which could extend
beyond the special dividend that is being financed with the new
bank facilities.

The Sept. 14, 2006, announcement by the company that it was paying
a special dividend to shareholders followed the receipt of an
offer by Cenveo to acquire Banta.

Banta's board of directors has turned down both Cenveo's initial
offer and revised one, which is set to expire on Oct. 31, 2006.

In addition to the special dividend, Banta announced on Oct. 3,
2006, that its board has authorized management, in conjunction
with its financial advisor, to explore all potential strategies
for further maximizing shareholder value, including, but not
limited to, remaining independent, joint ventures, mergers,
acquisitions, further return of capital, or the sale of the
company.

Ratings could be lowered in the event the search for strategic
alternatives results in a sizable leveraging transaction.


BEST MANUFACTURING: Court Approves BDO Seidman as Accountants
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
the Official Committee of the Unsecured Creditors appointed
in Best Manufacturing Group LLC and its debtor-affiliates'
chapter 11 cases, authority to retain BDO Seidman, LLP, as
its accountants and financial advisors.

As reported in the Troubled Company Reporter on Sept. 20, 2006,
BDO Seidman is expected to:

   a) analyze the financial operations of the Debtors pre and
      postpetition, as necessary;

   b) analyze the Debtors' real property interests, including
      lease assumptions and rejections;

   c) perform forensic investigating services, as requested by
      the Committee and counsel, regarding prepetition activities
      of the Debtors in order to identify potential causes of
      action;

   d) perform claims analysis for the Committee, as necessary
      including analysis of reclamation claims;

   e) verify the physical inventory merchandise, supplies,
      equipment and other material assets and liabilities, as
      necessary;

   f) assist the Committee in its review of monthly statements of
      operations to be submitted by the Debtors;

   g) analyze the Debtors' business plans, cash flow projections,
      restructuring programs, selling and general administrative
      structure and other reports or analyzes prepared by the
      Debtors or their professionals in order to advise the
      Committee on viability of the continuing operations and the
      reasonableness of the projections and underlying
      assumptions with respect to industry and market conditions;

   h) scrutinize cash disbursements on an ongoing basis for the
      period subsequent to the Debtors' bankruptcy filing;

   i) analyze transactions with insiders, related or affiliated
      companies;

   j) prepare and submit reports to the Committee as necessary;

   k) assist the Committee in its review of the financial aspects
      of a plan of reorganization to be submitted by the Debtors,
      or in arriving at a proposed reorganization plan;

   l) attend meetings of the committee and conference with
      representatives of the creditor groups and their counsel;

   m) prepare hypothetical orderly liquidation analysis;

   n) review the work performed by the Debtors' investment
      bankers and monitor the sale or liquidation of the Debtors;

   o) analyze the financial ramifications of any proposed
      transactions for which the Debtors seek Bankruptcy Court
      approval including, but not limited to, postpetition
      financing, sale of all or a portion of the Debtors' assets,
      management compensation or retention and severance plans;

   p) render expert testimony on behalf of the Committee;

   q) provide assistance and analysis in support of potential
      litigation that may be investigated or prosecuted by the
      Committee;

   r) analyze transactions with the Debtors' financing
      institution;

   s) assist and advise the Committee and its counsel in the
      development, evaluation and documentation of any plan(s) of
      reorganization or strategic transaction(s), including
      developing, structuring and negotiating the terms and
      conditions of potential plan(s) or strategic transaction(s)
      and the value of consideration that is to be provided to
      unsecured creditors; and

   t) perform other necessary services as the Committee or
      counsel to the Committee may request from time to time with
      respect to the financial, business and economic issues that
      may arise.

William K. Lenhart, a BDO Seidman member, disclosed that the
firm's professionals bill:

        Designation                Hourly Rate
        -----------                -----------
        Partners                   $355 - $700
        Senior Managers            $230 - $510
        Managers                   $210 - $345
        Seniors                    $150 - $255
        Staff                       $95 - $195

Mr. Lenhart assured the Court that his firm does not hold nor
represent any interest adverse to the Debtors' estates and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Jersey City, New Jersey, Best Manufacturing Group
LLC -- http://www.bestmfg.com/-- and its subsidiaries manufacture
and distribute textiles, career apparel and other products for the
hospitality, healthcare and textile rental industries.  The
Company and four of its subsidiaries filed for chapter 11
protection on Aug. 9, 2006 (Bankr. D. N.J. Case No. 06-17415).
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtors.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, and Brian L. Baker, Esq.,
and Stephen B. Ravin, Esq., at Ravin Greenberg PC, represent the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts of more than $100 million.


BLYTH INC: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. consumer products sector, the rating
agency confirmed its Ba3 Corporate Family Rating for Blyth, 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
   ----------           -------  -------  ------   ----------
   $125M senior
   unsecured bonds
   due 2009               Ba3      Ba3     LGD4        55%

   $100M senior
   unsecured bonds
   due 2013               Ba3      Ba3     LGD4        55%

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 Greenwich, Connecticut, Blyth Inc. designs,
manufactures and markets a line of candles and home fragrance
products, tabletop heating products, candle accessories and home
decor and giftware products.


BOMBARDIER INC: S&P Rates EUR1.8 Bil. Senior Unsec. Notes at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' long-term
corporate credit rating on Montreal, Que.-based Bombardier Inc.

At the same time, Standard & Poor's assigned its 'BB' issue rating
to Bombardier's proposed issuance of up to EUR1.8 billion seven-
to-ten-year multi-tranche senior unsecured notes.

The notes are to be used to refinance EUR1.175 billion of debt
maturing on or before Feb. 22, 2008.  The remainder will form part
of the collateral required for a new LOC issuance credit facility
to be arranged after the completion of the bond issue.  The
outlook is negative.

"The ratings on Bombardier reflect the competitive and operating
challenges it faces in its commercial aircraft business, the
company's volatile and somewhat unpredictable operating cash
flows, and the low profitability of its transportation division,"
Standard & Poor's credit analyst Greg Pau said.

The ratings are supported by:

   -- the company's business aircraft segment,

   -- the slowly improving profitability at its transportation
      division,

   -- its relatively low capital expenditure requirements in the
      next few years,

   -- and its financial policies, which are focused on restoring
      balance-sheet stability.

"The ratings factor in our expectation that Bombardier will
successfully execute the proposed bond issuance. Any material
delay or failure to complete the bond issuance could result in a
weaker liquidity position and trigger a review of the ratings,"
Mr. Pau added.

Bombardier's regional aircraft division continues to struggle, and
Standard & Poor's expects that the company's performance will
continue to suffer for the balance of the current year and
possibly in subsequent years.

The company's net orders and backlog, particularly for regional
jets, remain weak.  The outlook continues to be uncertain, as the
prospects for the U.S. airline industry, Bombardier's principal
market for regional jets, remain unsettled and financing for
expansion or fleet renewal is still difficult to obtain.

The company's turboprop division is providing some offset to this
weakness, with a better backlog and less exposure to the U.S.
airline industry.  Strong business aircraft demand and improved
cost efficiency in the transportation segment partly offset the
impact of the weak regional aircraft division.

The outlook is negative, indicating the slow progress in
Bombardier's efforts to consistently generate free cash flow and
restore balance-sheet strength.

The ratings could be lowered if:

   -- the company's prospective liquidity position weakened;

   -- profit margins do not improve, resulting in expectations of
      weak free cash flow; or

   -- the company's balance sheet does not stabilize (which
      could be caused by weak free cash generation, expansion of
      aircraft program spending, or a widening pension deficit).

A near-term return to a stable outlook is considered unlikely and
would primarily require an improvement in prospects for the
commercial aerospace business while maintaining current
performance in the business jet and transportation divisions.

Although not currently contemplated by the company, a material
change in capital structure toward material reduction in leverage
through equity injection could be a positive development that
could trigger an outlook revision or an upgrade.


BOMBARDIER INC: Moody's Rates Proposed EUR1.8 Billion Notes at Ba2
------------------------------------------------------------------
Moody's Investors Service assigned its Ba2 rating to Bombardier
Incorporated's proposed EUR1.8 billion in new senior unsecured
notes and affirms all current ratings.

On October 23, 2006, Bombardier opened its offer to tender for
cash for approximately EUR1 billion of its debt maturing in 2007
and 2008.  The tender offer will be funded with the proceeds of
the new debt issuances maturing in 2013 to 2016.

Proceeds will also be utilized to support a cash collateral
requirement (EUR860 million) associated with its proposed new bank
letter of credit facility.

The assignment of the Ba2 senior unsecured debt rating considered
that the new notes have a similar priority of claim to the notes
targeted for tender.  The exchange, if completed will extend and
smooth the company's debt maturity profile which previously
included relatively large maturities in 2007 and 2008.

The issuance does not change the LGD assessment of Bombardier's
debt, and the new notes will carry the same LGD4, 54% assessment
as the company's existing senior unsecured debt.

Bombardier's Ba2 debt rating considers its market share and
installed base in the business and regional jet aerospace segment
and improving results in the transportation sector.  The
combination of the debt issuance, the tender for the near term
maturing debt and completion of the renewal of the company's bank
lines of credit will add to the company's high debt levels but
will also will stabilize the company's liquidity profile and
reduce near term funding uncertainties.

On balance, Moody's considers that the completion of these
financial actions will be modestly positive for the overall credit
profile.

Bombardier's outlook remains negative and reflects business
uncertainties in the company's aerospace segment.

The expectation is for continued weak demand for its regional jet
product highlighted by the recently announced reductions in
production rates.  Weakness in this important but problematic
segment is only partially offset by the favorable near term
business jet outlook and recent margin improvements in the
company's transportation segment.

Bombardier Inc., headquartered in Montreal, Quebec, is a
diversified company involved primarily in the aerospace,
transportation, and financial services markets.


BOMBARDIER INC: Fitch Downgrades Issuer Default Rating to BB-
-------------------------------------------------------------
Fitch Ratings has downgraded the debt and Issuer Default Ratings
for both Bombardier Inc. and Bombardier Capital Inc.:

   Bombardier Inc.

     -- IDR to 'BB-' from 'BB';
     -- Senior unsecured debt to 'BB-' from 'BB';
     -- Credit facilities to 'BB-' from 'BB';
     -- Preferred stock to 'B' from 'B+'.

   Bombardier Capital Inc.

     -- IDR to 'BB-' from 'BB';
     -- Senior unsecured debt to 'BB-' from 'BB'.

The ratings are removed from Rating Watch Negative, where they
were placed on Oct. 23 over concerns about potential changes in
Bombardier's financial strategy.  The Rating Outlook is Stable.

Fitch also expects to assign a 'BB-' rating to Bombardier's
proposed EUR1.8 billion issuance of senior unsecured bonds.  The
rating actions listed above are based on the expectation that
Bombardier will complete the bond issuance, a related tender
offer, and the proposed new letter of credit facility as described
in materials distributed by the company.

These ratings cover outstanding debt and preferred stock totaling
approximately $4.2 billion, which could rise to more than $5.0
billion after the pending tender offer and bond issuance are
completed.  Due to the existence of a support agreement and
demonstrated support by the parent, BC's ratings are linked to
those of BI.

The downgrade is based on what Fitch considers to be a change in
Bombardier's financial strategy, which had included plans for
significant debt reduction.  Fitch's previous ratings had
incorporated expectations for debt reduction in fiscal 2007, and
possibly in fiscals 2008 and 2009.  Bombardier recently announced
three financial transactions (EUR1 billion tender for BI and BC
debt, EUR1.8 billion bond issuance by BI, and a new LC facility)
which will offset most of the approximately $1 billion of debt
reduction achieved so far in fiscal 2007 and will likely defer
additional debt reduction to beyond fiscal 2009.  The transactions
extend debt maturities, resolve some possible covenant pressures
in fiscal 2008 and lower Bombardier's LC fees.  However, Fitch
believes that the transactions will result in Bombardier having
higher leverage that is in line with the new rating level.

Pro forma for the financial transactions, Fitch estimates that
fiscal 2007 consolidated gross leverage (gross debt to EBITDA)
will be in the 4.6x-4.9x range.  Fitch estimates that consolidated
net leverage (net debt to EBITDA) will be in the 2.6x-2.9x range,
although Fitch estimates that net leverage will be higher for most
of fiscal 2008 due to Bombardier's seasonal working capital needs.
After the financial transactions, all debt will be located at BI
with the exception of BC's GBP300 million issue due in May 2009
and untendered bonds, if any.

The net leverage estimates assume $1.8 billion- $2.2 billion of
unrestricted cash balances at the end of F2007.  Bombardier will
also have approximately $1 billion of restricted cash balances
related to the new LC facility.  These restricted cash balances
are not available for liquidity purposes or for the benefit of
unsecured bondholders.  Bombardier's unrestricted cash balances
will be the company's sole source of liquidity because the new LC
facility is not available on a revolving credit basis.

Factors supporting the ratings and Outlook include the company's
diversification, leading market positions, the health of the
business jet and turboprop markets, cash balances, revised debt
maturity schedule, Bombardier Transportation's successful
restructuring, and large backlog at BT.  Concerns include the
variability of free cash flow due to order flow at BT and
Bombardier Aerospace; continued low margins and free cash flow;
the levels of consolidated gross debt compared to EBITDA and free
cash flow; business jet market cyclicality; the sizable pension
plan deficit; the impact of exchange rate volatility on financial
results and planning; and various regional jet concerns, including
weak orders, uncertainty regarding development of new aircraft
models, and contingent obligations related to past aircraft sales.

Previously, Fitch calculated BI's credit metrics on a
deconsolidated basis accounting for BC as an equity investment.
This methodology was used for several reasons: consistency with
the way other industrial companies with sizable finance
subsidiaries are evaluated in the credit markets; the size of BC's
operations and the amount of BC's outstanding debt; the fact that
BC's debt was neither an obligation of BI nor guaranteed by BI;
and the calculation of BI's covenants, which excluded BC.  Going
forward Fitch will calculate Bombardier's credit metrics on a
consolidated basis, for these reasons.  BC's assets and pro forma
debt have declined substantially in the past several years.  In
addition, Bombardier's covenants will be calculated on a
consolidated basis for the new LC facility.  Finally, Bombardier
revised some of its financial reporting earlier this year, and it
now reports only consolidated financial results.


BUCKEYE TECHNOLOGIES: Henry Frigon Resigns from the Board
---------------------------------------------------------
Buckeye Technologies Inc. disclosed that Henry F. Frigon has
resigned from its Board of Directors effective Nov. 3, 2006.

Mr. Frigon, a private investor, has been a member of the Company's
Board of Directors since 1996 and is resigning for personal
reasons unrelated to his service at Buckeye.

The Company's Board of Directors has named Director Lewis Holland
to succeed Mr. Frigon as chair of the Company's Audit Committee
effective Nov. 3, 2006.  Mr. Holland is president of Henry Turley
Company, a real estate company specializing in development of
urban communities.  Prior to joining Henry Turley Company,
Mr. Holland was with National Commerce Bancorporation, prior to
its merger with SunTrust.  At NCBC he served as vice chairman and
chief financial officer and also head of its ancillary businesses
including fuel card processing, retirement plan processing, trust
and brokerage, until his retirement in 2001.  Mr. Holland is a
former partner with the accounting firm of Ernst & Young and was
in charge of E&Y's Memphis audit staff.

Effective with Mr. Frigon's resignation, the Board of Directors
has amended the Company's by-laws to reduce the number of
directors from ten to nine.

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

                           *     *     *

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

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


BUILDING MATERIALS: Fitch Sees BB+ Rating on $850MM Sr. Sec. Debt
-----------------------------------------------------------------
Fitch Ratings expects to assign a 'BB+' rating to Building
Materials Holding Corporation's proposed $850 million sr. secured
credit facilities.  This rating will apply to the proposed $500
million senior secured revolving credit and the $350 million
senior secured term loan facilities.

Proceeds from the new senior secured term loan facility will be
used to repay the company's existing term loan facilities and
reduce outstandings under the revolving credit facility.  The
refinancing of its credit facilities is expected to be completed
by mid-November.  The company's Issuer Default Rating remains at
'BB' and BMHC's Rating Outlook remains Stable.

The rating and Outlook reflect the continued improvement of BMHC's
operating performance, its focus on the large production
homebuilders, and its diverse range of product and service
offerings.  Risk factors include the company's exposure to the
cyclicality of the homebuilding industry, possible
integration/financing issues related to its ongoing acquisition
program, and the continued consolidation of BMHC's customer base.

The rating and Outlook also incorporate BMHC's growth strategy.
Building on key acquisitions over the past five years, the company
has increased its revenues from $1.1 billion in 2001 to $2.9
billion in 2005.  In 2005, the company acquired seven companies
for approximately $203 million.  Thus far in 2006, BMHC has
acquired seven companies, purchased the remaining 20% interest in
a company that was originally acquired in 2003, and has signed a
letter of intent to acquire a roofing services company.  These
acquisitions are consistent with BMHC's strategy - entry into new
markets and the addition of new services in its existing markets.

Fitch believes that acquisitions will continue to be the primary
growth strategy for the company, particularly in the SelectBuild
Construction segment, as it expands its range of services to
further become an integrated multi-trade residential construction
company.  However, Fitch expects BMHC to be less acquisitive in
the next year as it integrates the operations of the companies it
acquired over the last 18 months.  The proposed refinancing of its
credit facilities should continue to enhance the company's
liquidity.

As the housing market slows down, most of the large public
homebuilders are projecting lower margins resulting from the lack
of pricing power as well as increased level of incentives.  As a
result, the large public homebuilders are going back to their
supply chain (i.e. subcontractors and materials suppliers) to seek
concessions in order to alleviate some of the margin pressure they
are experiencing. During the third quarter ended Sept. 30, 2006,
BMHC reported a decline in organic growth for both of its business
segments.  BMHC's SelectBuild segment reported that sales from
comparable operations were down 28%, primarily in its Southwest
and Pacific markets.  For its BMC West business, sales from
comparable operations declined 10% during the quarter.  However,
it is important to note that BMHC maintained its gross margins
during the third quarter despite the current trends in the
industry.  Nevertheless, Fitch expects pressure on BMHC's margins
during at least the short term as homebuilding activity slows
down.  Fitch projects total housing starts to decline 11.5%-12.5%
during 2006.

The company conducts business with 17 of the 25 largest production
homebuilders in more than half of the top 40 residential markets
in the U.S. The large builders are typically significant players
in many of the largest, often high-growth metropolitan housing
markets.  BMHC's focus on the large homebuilders should benefit
the company going forward.  The large public builders have the
opportunity to leverage their scale and capital in the period
ahead.  These companies (large builders) should be able to
continue to gain market penetration and grow their businesses.
Fitch believes that the large production builders are better
prepared for a housing downturn (relative to their smaller
competitors), which should provide some stability for BMHC.

A key element of the company's business strategy for the past
several years entails shifting its product and service mix from
commodity lumber to value-added manufactured building components
and construction services.  Through acquisitions, the company now
delivers a growing range of residential construction services in
key growth markets in the U.S. Distribution of commodity products
still represents about 30% of revenues as of 2005, but is
significantly lower than the 60% contribution from this business
during 2000.  The focus on construction services as well as value-
added manufactured building components somewhat lessens the impact
of lumber volatility on the company's margins.

The past decade has seen consolidation in the distribution
channels of the building products industry.  New home sales from
the top 10 U.S. homebuilders increased from approximately 10% of
industry sales in 1993 to over 20% in 2005.  Fitch expects more
consolidation in the industry, with the large builders continuing
to buy private, midsize companies and taking share from smaller
builders.  The continued growth of the large homebuilders (and
their efforts to look for cost savings) may eventually limit the
pricing power of building products and construction services
providers like BMHC.  However, Fitch believes that the continued
consolidation of the homebuilding industry will create a long-term
need for broad-based suppliers like BMHC to enable national
homebuilders to lower costs (i.e. shorten home construction cycle
time) and reduce logistics complexity in their business.  Large
builders are the ones who will value BMHC's services, allowing
them (builders) to focus on what they do best (i.e. land
acquisition and entitlement and sales).

Founded in 1987, BMHC is a construction services and building
materials company, with annual sales of almost $3 billion.  BMHC
competes in the homebuilding industry through two business
segments: BMC West and SelectBuild Construction.  With locations
in the western and southern U.S., BMC West distributes building
products and manufactures building components for professional
builders and contractors.  SelectBuild Construction provides
construction services to high-volume production homebuilders
through operations in key growth markets across the U.S.


CABLEVISION SYSTEM: Grover Brown and Zachary Carter Joins Board
---------------------------------------------------------------
The Board of Directors of Cablevision Systems Corporation
appointed Grover C. Brown and Zachary W. Carter as directors of
the Company.

Messrs. Brown and Carter will serve as directors elected by
holders of Class A common stock under the Company's Amended and
Restated Certificate of Incorporation.  They were also appointed
as directors of the Company's subsidiary CSC Holdings, Inc.

Messrs. Brown and Carter were also appointed to a newly formed
special litigation committee of the Board.  The special litigation
committee will review and analyze the facts and circumstances of
claims raised in certain litigations where the Company is named as
a nominal defendant, and which purport to have been brought
derivatively on behalf of the Company.  The special litigation
committee has full and sole authority to consider whether
prosecution of the claims will be in the best interests of the
Company and its shareholders, and what actions the Company will
take on the cases.

Mr. Brown is a Special Counsel with the law firm of Gordon,
Fournaris & Mammarella, P.A., in Wilmington, Delaware. From 1985
to 2000, Mr. Brown was Partner at the law firm of Morris, James,
Hitchens & Williams.  Mr. Brown served as Chancellor and Vice
Chancellor of the Delaware Court of Chancery from 1973 until 1985
and was a Family Court Judge for the State of Delaware prior to
that time.  While a member of the Court of Chancery, Mr. Brown sat
as a member of the Delaware Supreme Court on more than 100 appeals
by special designation of the Chief Justice of the Delaware
Supreme Court.

Mr. Carter is a partner at the law firm Dorsey & Whitney LLP, in
New York, New York.  Mr. Carter joined Dorsey & Whitney in 1999
after a career in public service, which included serving as:
United States Attorney for the Eastern District of New York from
1993 to 1999; United States Magistrate Judge for the Eastern
District of New York from 1991 to 1993; Judge of the Criminal
Court of the City of New York from 1987 to 1991; and Executive
Assistant District Attorney, Kings County District Attorney's
Office, Brooklyn, New York from 1982 to 1987.

Headquartered in Bethpage, New York, Cablevision Systems
Corporation, is a domestic cable multiple system operator serving
more than 3 million subscribers in and around the metropolitan New
York area.

Rainbow National Services LLC, headquartered in Jericho, New York,
supplies television programming to cable television and direct
broadcast service providers throughout the United States.

                         *     *     *

As reported in the Troubled Company Reporter on Oct 11, 2006
Moody's Investors Service placed all ratings for Cablevision
Systems Corporation, CSC Holdings, Inc., a wholly owned subsidiary
of CVC, and Rainbow National Services LLC on review for downgrade
following the Dolan family's announcement of a proposal to acquire
Cablevision.  The ratings on Cablevision Systems Corporation that
are under review are: Corporate Family Rating, Placed on Review
for Possible Downgrade, currently B1; Probability of Default
Rating, Placed on Review for Possible Downgrade, currently B1; and
Senior Unsecured Regular Bond/Debenture, Placed on Review for
Possible Downgrade, currently B3,LGD6, 93%.


CAJUN FUNDING: Moody's Assigns Loss-Given-Default Rating
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the restaurant sector, the rating agency confirmed
its B2 Corporate Family Rating for Cajun Funding Corp.

Additionally, Moody's revised its ratings to B2 from B3 on the
company's $115.5 million 12.5% Senior Secured 2nd Lien Notes Due
12/2011 and $39.5 million Floating Senior Secured 2nd Lien Notes
Due 12/2011.  Moody's assigned those debentures an LGD3 rating
suggesting noteholders will experience a 46% 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%).

Cajun Funding Corp., the special purpose financing entity for
Cajun Operating Company, Inc., are both headquartered in Atlanta,
Georgia.  The operating company develops, operates and franchises
quick-service restaurants primarily under the trade name Church's
Chicken.


CARIBBEAN RESTAURANTS: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the restaurant sector, the rating agency confirmed
its B2 Corporate Family Rating for Caribbean Restaurants LLC.

In addition, Moody's revised its rating on the company's $30
million Senior Secured Revolver Due 2009 and $180 million senior
Secured Term Loan B Due 2009 to B1 from B2.  Moody's assigned
those loan facilities an LGD3 rating suggesting lenders will
experience a 33% 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%).

Caribbean Restaurants LLC is a Puerto Rican fast-food company.


CARROLS 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 restaurant sector, the rating agency confirmed
its B2 Corporate Family Rating for Carrol's Corporation.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $50m Senior
   secured revolver
   due 2009               B1       Ba3     LGD2       24%

   $220m Senior
   secured term
   loan B due 2010        B1       Ba3     LGD2       24%

   $180m 9% Senior
   sub notes due 2013    Caa1     Caa1     LGD5       79%

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

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

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

Carrol's Corporation, with headquarters in Syracuse, New York,
operates 336 Burger King quick service hamburger restaurants.
Carrol's also operates or franchises 95 Pollo Tropical restaurants
and 138 Taco Cabana restaurants.


CASABLANCA RESORTS: Moody's Holds Caa2 Rating on Senior Notes
-------------------------------------------------------------
Moody's Investors Service upheld CasaBlanca Resorts' B3 corporate
family rating, B3 probability of default rating, B2 senior secured
note rating (LGD3, 43%), Caa2 senior subordinated note rating
(LGD5, 89%), and SGL-3 speculative grade liquidity rating.

The ratings outlook remains stable.

CasaBlanca's ratings consider its significant leverage and small
size, as well as its market which exposes the company to potential
competition from new casino facilities in other Nevada areas that
could intercept traffic.  Positive ratings consideration is given
to its market dominance with ownership of three of the four
casinos (76% market share) located in Mesquite, Nevada, which is
80 miles north of Las Vegas.  The ratings also take into account
that the Mesquite market has experienced significant growth over
the past few years, with the market reporting a 13.8% growth in
year-to-date gaming revenues through August 2006.

The stable ratings outlook anticipates continued growth in the
Mesquite market and no material new competition in the foreseeable
future.

The outlook also assumes that CasaBlanca will continue to generate
positive free cash flow after cash interest and maintenance
capital expenditures over the next 12 months.

Ratings could improve if the company continues to report
increasing revenues and cash flow and is able and willing to
maintain debt to EBITDA below 6x.

A significant drop off in revenue and cash flow growth combined
with higher capital expenditures could have a negative impact on
ratings given if that were to occur, debt to EBITDA, already at
the high end of what is typically considered acceptable at the 'B'
indicated rating category, would likely increase.

The SGL-3 rating recognizes CasaBlanca's adequate liquidity
position to fund the cash needs of the business including growth
capital expenditures over the next 12 months.  The SGL-3 also
acknowledges that substantially all of the assets of the borrower
and its subsidiaries are pledged as collateral, and as a result,
there are limited sources of alternate liquidity from the sale of
non-core assets.

Moody's most recent action on CasaBlanca occurred on September 28,
2006 when Probability of Default ratings and LGD assessments were
assigned to the company as part of the general roll-out of the LGD
product.

CasaBlanca Resorts owns and operates the CasaBlanca, the Oasis,
and the Virgin River casino and hotels in Mesquite, Nevada, which
are located approximately 80 miles north of Las Vegas, Nevada.
The company also owns the Mesquite Star, a non-operating casino
property that is currently being used as a special events center.


CEP HOLDINGS: Taps Glass & Associates as Financial Advisors
-----------------------------------------------------------
CEP Holdings LLC and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Ohio for permission to employ
Glass & Associates, as their financial advisors, nun pro tunc
Sept. 20, 2006.

The firm will:

     a) gather and analyze date interview appropriate management
        and evaluate the Debtors' existing financial plan and
        budget to determine the extent of the Debtors' financial
        challenges.

     b) assist in the development of strategies for improving
        liquidity, including possible overhead and expense
        reduction initiatives and cash conservation programs.

     c) manage or oversee, as the case may be, all aspects of the
        business and operations of the Debtors in a manner, and
        to the extent, customary for a financial advisor.

     d) lead the Debtors in the development of an action plan,
        which plan would facilitate discussions concerning the
        ongoing financing of existing operations and strategic
        alternatives.

     e) lead negotiations with entities or groups affected by any
        transactions or strategic alternatives which the Debtors
        pursue.

     f) Participate in the Debtors' board meetings as
        appropriate, and provide periodic status reports and
        advise with respect to restructuring and sale activities.

     g) Perform such other services and analyses relating to the
        restructuring or sale efforts as are or become consistent
        with the foregoing items, or as the parties hereto
        mutually agree.

The Debtors tell the Court that the firm received a $125,000
retainer for services to be rendered.

The firm's professionals bill:

     Professional                Designation          Hourly Rate
     ------------                -----------          -----------
     John DiDonato, Esq       Principal in Charge         $450
     Anthony Bergen, Esq.      Senior Consultant          $300
     James Stephenson, Esq.    Senior Consultant          $300
     Shaun Donnellan, Esq.     Quality Principal          $450

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

The attorneys can be reached at:

     John DiDonato, Esq.
     Anthony Bergen, Esq.
     James Stephenson, Esq.
     Shaun Donellan, Esq.
     Glass & Associates Inc.
     26677 West Twelve Mile Road
     Detroit, Michigan 48034
     Tel: (248) 358-8358
     Fax: (248) 358-8359
     http://www.glass-consulting.com/

Based in Akron, Ohio, CEP Holdings, LLC, manufactured hard, molded
rubber products and extruded plastic materials for companies in
the automotive, construction, and the medical industries.  The
Company and two of its subsidiaries filed for chapter 11
protection on Sept. 20, 2006 (Bankr. N.D. Ohio Case No. 06-61796).
Joseph F. Hutchinson, Jr., Esq., at Baker & Hostetler, LLP,
represents the Debtor.  When the Debtors filed for protection from
their creditors, they estimated assets and debts between $10
million and $50 million.  The Debtors' exclusive period to file a
chapter 11 plan expires on Jan. 18, 2007.


CHARITABLE LEADERSHIP: Moody's Puts on Watch Ba2 Rated $55MM Bonds
------------------------------------------------------------------
Moody's Investors Service lowered the rating to Ba2 from Baa3 on
Charitable Leadership Foundation's $55 million of Series 2002A
bonds issued through the City of Albany Industrial Development
Agency.

The rating remains on watchlist for further downgrade.

We expect to conclude our next review of the rating within a
90 day period.  The bonds are expected to be repaid from lease
payments made by various tenants leasing space in the bond-
financed biomedical research facility located in the University
Heights district of Albany, with Charitable Leadership Foundation
ultimately providing a guaranty of debt service payments.

The rating action reflects Moody's concerns about the multi-year
decline in the Foundation's liquidity and the resulting
deterioration in the strength of the Foundation's guaranty
agreement.

Legal Security:

   -- Payments under the Installment Sale Agreement are a general
      obligation of the Foundation;

   -- debt service reserve fund;

   -- mortgage lien on the leasehold interest in facility and a
      security interest in the equipment; and,

   -- pledge and assignment to the Trustee all right, title, and
      interest to all Leases.

Although the expectation is that lease payments from building
tenants will adequately cover debt service, the Foundation also
entered into a Guaranty Agreement with the Trustee.  Under this
agreement, which is unconditional and remains in effect for the
life of the bonds, the Foundation guarantees debt service on the
bonds.

Debt-Related Derivatives:

None.

Strengths:

   -- The research facility is 100% leased and a large portion of
      the facility is physically occupied.  Ordway Research
      Institute, a not-for-profit research organization created
      by the Foundation, occupies approximately 43% of the
      facility's space.  Health Research Inc., a not-for-profit
      corporation, occupies 45% of the space.  The Wadsworth
      Center, a large New York State Department of Health
      laboratory, occupies the portion leased by HRI.  The New
      York State Department of Health Division of Lab Quality and
      Control leases the remaining 11% of space.  To-date lease
      payments by tenants have adequately covered annual debt
      service and the guaranty provided by the Foundation has not
      been used.

   -- CLF recently received a large unrestricted trust gift from
      a member of the Foundation's founding family.  Management
      reports that it intends to maintain these funds in readily-
      marketable, publicly-traded equity and debt securities.
      CLF could also realize future income and investment
      appreciation from its MTAP affiliate, a medical venture
      entity specializing in pharmaceutical research, as well as
      other private research investments.

   -- CLF's management reports that the Foundation has no
      intention of making any additional guarantees and very
      limited plans for future loan commitments.

Challenges:

   -- The rating action largely reflects the Foundation's reduced
      level of liquidity over the past few years as a result of
      making accelerated advances to Ordway and other loans and
      private equity-like investments.  In the absence of the
      recent large trust gift, which had been expected for many
      years, the strength of the CLF guaranty would have been
      significantly reduced, with the Foundation not meeting one
      of the guaranty agreement covenants to maintain at least
      90% of its investments in liquid assets by Moody's
      calculation.  As of October 2006, the Foundation has
      approximately $27.5 million of cash, cash equivalents, and
      publicly traded equities.  However, roughly 60% of this
      investment portfolio is invested in the stock of one
      company as a result of the recent transfer of the trust
      gift which has not yet been fully liquidated.  Moody's will
      continue to monitor CLF's portfolio management and future
      investment diversification.

   -- CLF made significant upfront investments in Ordway Research
      Institute during the start-up period. In FY 2004 through FY
      2006 (Ordway's fiscal years), CLF provided over $18 million
      to Ordway.  Although CLF's management projects that Ordway
      will be financially self-sufficient in the next two years
      with multiple pending grant applications submitted to NIH
      and other funding sources, Moody's is concerned about
      Ordway's current level of dependence on grants from CLF and
      Ordway's future ability to fully cover its share of lease
      payments absent financial subsidy from CLF.

   -- The Charitable Leadership Foundation, which was established
      in 1999, has a relatively short operating history and small
      management team and is largely governed by a single member
      of the Foundation's establishing family.  Unlike almost all
      Moody's-rated not-for-profit organizations, the Foundation
      does not have a self-perpetuating Board of Trustees
      overseeing the organization's financial operations and
      preservation of financial resources.

Outlook:

The rating remains on watchlist for further downgrade and we
expect to conclude our review in a 90 day period.  Moody's will
continue to focus on CLF's levels of liquid assets as well as the
diversification of the Foundation's investment portfolio.

What could change the rating - up

   -- Growth of the Foundation's liquid reserves;
   -- diversification of investments: and,
   -- lease payments continuing to adequately cover debt service

What could change the rating - down

   -- Additional borrowing;

   -- further reduction of CLF's amounts of publicly-traded and
      readily marketable equity and debt securities or lack of
      investment diversification; and,

   -- lease payments inadequately covering annual debt service

Key Indicators (FY 2005 financial data of Charitable Leadership
Foundation):

   -- Total cash and investments: $11.3 million
   -- Total debt: $55 million
   -- Return on financial resources: -21.5%

Rated Debt:

   -- Series 2002A Civic Facility Revenue Bonds: Ba2


CHASE MORTGAGE: Fitch Assigns BB Rating to $1.6MM Private Class
---------------------------------------------------------------
Chase Mortgage Finance Trust's $800 million mortgage pass-through
certificates, series 2006-S3S, are rated by Fitch:

     -- Classes 1-A1 through 1A-7, 1-AX, 2-A1 through 2-A3, 2-AX,
        A-P and A-R (senior certificates) 'AAA';

     -- $10 million class A-M 'AA+';

     -- $14.4 million class M-1 'AA';

     -- $4 million class B-1 'A';

     -- $2 million class B-2 'BBB';

     -- $1.6 million privately offered class B-3 'BB';

     -- $800,000 privately offered class B-4 'B'.

The $1.2 million privately offered class B-5 certificates are not
rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 4.25%
subordination provided by the 1.25 % class A-M, 1.80% class M-1,
0.5% class B-1, 0.25% class B-2, 0.20% privately offered class B-
3, 0.10% privately offered class B-4 and 0.15% privately offered
class B-5 certificates.  Fitch believes the credit enhancement
will be adequate to support mortgagor defaults as well as
bankruptcy, fraud and special hazard losses in limited amounts.
In addition, the ratings also reflect the quality of the
underlying mortgage collateral, strength of the legal and
financial structures and the primary servicing capabilities of
JPMorgan Chase Bank, N.A. (rated 'RPS1' by Fitch).

The trust consists of 1,431 first-lien residential mortgage loans
with stated maturity of not more than 30 years with an aggregate
principal balance of $800,001,980 as of the cut-off date,
Oct. 1, 2006.  The mortgage pool has a weighted average original
loan-to-value ratio of 70.26% with a weighted average mortgage
rate of 6.716%.  The weighted-average FICO score of the loans is
744.  The average loan balance is $2,958,860 and the loans are
primarily concentrated in California (27.9%), New York (20.9%) and
Florida (14.2%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

The Bank of New York Trust Company, N.A. will serve as trustee.
Chase Mortgage Finance Corporation, a special purpose corporation,
deposited the loans in the trust which issued the certificates.
For federal income tax purposes, an election will be made to treat
the trust fund as one or more real estate mortgage investment
conduits.


CITICORP MORTGAGE: Fitch Puts B Rating to $843,000 Class B Certs.
-----------------------------------------------------------------
Fitch rates Citicorp Mortgage Securities, Inc.'s REMIC pass-
through certificates, series 2006-5:

     -- $545,721,778 classes IA-1 through IA-14, IA-IO, IIA-1,
        IIA-IO, IIIA-1, IIIA-IO, and A-PO certificates (senior
        certificates) 'AAA';

     -- $9,558,000 class B-1 'AA';

     -- $2,812,000 class B-2 'A';

     -- $1,687,000 class B-3 'BBB';

     -- $843,000 class B-4 'BB';

     -- $843,000 class B-5 'B'.

The $845,143 class B-6 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.95%
subordination provided by the 1.70% class B-1, the 0.50% class B-
2, the 0.30% class B-3, the 0.15% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.15% privately offered
class B-6.  In addition, the ratings reflect the quality of the
mortgage collateral, strength of the legal and financial
structures, and CitiMortgage, Inc.'s servicing capabilities (rated
'RPS1' by Fitch) as primary servicer.

As of the cut-off date (Oct. 1, 2006), the mortgage pool consists
of 1,010 conventional, fully amortizing, 15-30-year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
approximately $562,309,922, located primarily in California
(32.04%), New York (16.77%) and Florida (4.06%).  The weighted
average current loan to value ratio of the mortgage loans is 69%.

Approximately 21.86% of the loans were originated under a reduced
documentation program.  Condo properties account for 5.91% of the
total pool.  Cash-out refinance loans represent 16.96% of the pool
and there are no investor properties.  The average balance of the
mortgage loans in the pool is approximately $556,743.  The
weighted average coupon of the loans is 6.588% and the weighted
average remaining term is 347 months.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI.  A special purpose corporation, CMSI, deposited the
loans into the trust, which then issued the certificates. U.S.
Bank National Association will serve as trustee.  For federal
income tax purposes, an election will be made to treat the trust
fund as one or more real estate mortgage investment conduits.


CITIZENS COMMS: Board Declares $0.25 Per Share Quarterly Dividend
-----------------------------------------------------------------
Citizens Communications Company's Board of Directors has declared
a regular quarterly cash dividend payment of $0.25 per share,
payable on Dec. 29, 2006 to holders of record at the close of
business on Dec. 9, 2006.

Headquartered in Stamford, Connecticut, Citizens Communications
fka Citizens Utilities, provides phone, TV, and Internet services
to more than two million access lines in parts of 23 states,
primarily in rural and suburban markets, where it is the incumbent
local-exchange carrier operating under the Frontier brand.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 20, 2006
Fitch Ratings affirmed Citizens Communications Company's Issuer
Default Rating rating at 'BB'.  The Rating Outlook is Stable.

As reported in the Troubled Company Reporter on Sept. 20, 2006
Moody's Investors Service upgraded the corporate family rating of
Citizens Communications to Ba2 from Ba3.  Moody's also assigned a
Ba2 probability of default rating to the company.  The ratings on
the senior unsecured revolver and the senior unsecured notes and
debentures were also upgraded to Ba2 from Ba3.  The instrument
ratings reflect both the overall Ba2 probability of default of the
company, and a loss given default of LGD 4.  The ratings on the
preferred EPPICS were upgraded to B1 from B2, and assigned an LGD6
assessment.  The outlook is stable.


COLLINS & AIKMAN: Has Until Dec. 27 to File Reorganization Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
extended Collins & Aikman Corporation and its debtor-affiliates'
exclusive right to file a plan of reorganization until
Dec. 27, 2006, and to solicit acceptances of that Plan until
Feb. 26, 2007, without prejudice to their right to seek additional
extensions.

The Debtors inform the Court that since the latest extension of
their exclusive right to file and solicit acceptances of a plan of
reorganization, they have been engaged in intense negotiations
with their six principal customers regarding the global
resolutions necessary for them to emerge from Chapter 11 as a
stand-alone enterprise.  The Debtors hope to conclude these
negotiations shortly.  They note that the outcome of those talks
will materially affect their reorganization plan.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 44;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COLLINS & AIKMAN: Reviews Bankruptcy Exit Plan
----------------------------------------------
Collins & Aikman Corp. CEO Frank Macher told Bloomberg News in an
interview that the Company is reconsidering its strategy to exit
bankruptcy after DaimlerChrysler AG announced plans to reduce
production at its Chrysler division.  Mr. Macher said the Company
may split itself into a number of parts, which can be sold off,
rather than bundle its units together for sale or reorganize as a
standalone company.

Bloomberg News reports that some of Collins & Aikman's more
potential candidates for a sale include its soft trim business,
which makes automotive carpet, and its business plants in Canada
and Mexico.

Collins & Aikman is contemplating on closing down about 45 North
American business plants, Bloomberg says.

Mr. Macher explained that the reduction at Chrysler will lower
vehicle production by 17% in the second half of 2006, resulting
to fewer parts purchases from Collins & Aikman and other
suppliers, Bloomberg relates.

Aside from DaimlerChrysler, General Motors Corp., and Ford Motor
Co. have also unveiled plans to slash production.  The Big 3
automakers accounted for approximately 80% of Collins & Aikman's
revenues in 2005.

"Chrysler came as quite a surprise to us because we had not
planned to see such a dramatic reduction in the fourth quarter,"
Mr. Macher said, according to Bloomberg. "It put a crimp in our
plan of reorganization."

David Youngman, Collins & Aikman's spokesman, said reorganizing
as an independent company is still possible, Bloomberg says. "We
are obligated to continue to explore all the options to find the
best value for our shareholders," Mr. Youngman told Bloomberg.

Mr. Macher said he is trying to accelerate the decision about a
new strategy so Collins & Aikman can emerge from Chapter 11 in
February 2007 if it remains a standalone company, Bloomberg adds.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 44;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COMCAST CORP: Earns $1.2 Billion for the Quarter Ended Sept. 30
---------------------------------------------------------------
Comcast Corporation reported its consolidated results for the
three and nine months ended Sept. 30, 2006, which includes all
acquisitions as of the date of their closing.

The Company acquired Susquehanna Communications in April 2006 and
completed the Adelphia/Time Warner transactions in July 2006.  As
part of the Adelphia/Time Warner transactions the Company
transferred cable systems serving Los Angeles, Dallas and
Cleveland to Time Warner, presented as discontinued operations for
all periods.  Consolidated results, as of Sept. 30, 2006, include
the Company's interest in the Texas/Kansas City cable partnership
as an equity method investment.

The Company disclosed that operating income increased 46% to
$1.2 billion in the third quarter of 2006 from $841 million for
the same quarter in the prior year.  Similarly, consolidated
operating income increased 27% to $3.4 billion for the nine months
ended Sept. 30, 2006.

Net Income increased to $1.2 billion in the third quarter of 2006,
compared to net income of $222 million in the third quarter of
2005.  The current quarter net income includes an estimated one-
time gain, included in investment income, of $694 million related
to the Adelphia/Time Warner transactions.  Also included in the
quarter's results is a one-time gain of $234 million, net of tax,
on discontinued operations related to the transfer of cable
systems to Time Warner.

Net income increased to $2.1 billion in the nine months ended
Sept. 30, 2006 compared to net income of $795 million in the prior
year.

Net Cash from Operating Activities increased to $5.1 billion for
the nine months ended Sept. 30, 2006 from $3.9 billion in 2005.
Free Cash Flow increased $812 million to $2.2 billion for the nine
months ended Sept. 30, 2006 compared to $1.4 billion in 2005.

Revenue increased to $6.4 billion in the third quarter of 2006
from $5.2 billion in the prior year third quarter, while operating
cash flow increased 16% to $2.6 billion in the quarter.

The Company's balance sheet at Sept. 30, 2006 showed total current
assets of $5.4 billion and total current liabilities of $6.1
billion.  At Dec. 31, 2005 the Company's balance sheet showed
total current assets of $2.5 billion and total current liabilities
of $6.2 billion.

                    Share Repurchase Program

The Company also disclosed that it has repurchased $493 million or
15 million shares of its Class A Special Common Stock during the
third quarter of 2006.  On a year-to-date basis, the Company
repurchased $1.9 billion or 64 million shares, reducing the number
of shares outstanding by 3%.  Remaining availability under its
stock repurchase program is $3.5 billion.

                     2006 Financial Outlook

The Company reaffirms all previously issued guidance for 2006 and
updates cable guidance to include the Adelphia/Time Warner
transactions and the Houston system, as follows:

   -- Cable revenue growth of 10% to 11% above 2005 pro forma
      cable revenue of $23.6 billion, which includes a net $2.4
      billion related to acquisitions and dispositions;

   -- Cable Operating Cash Flow growth of at least 13% above 2005
      pro forma cable operating cash flow of $9.1 billion, which
      includes a net $800 million related to acquisitions and
      dispositions;

   -- Cable RGU net additions approximately 60% above 2005 pro
      forma RGUs of 3 million net additions;

   -- Cable capital expenditures of approximately $4.5 billion
      supporting RGU growth in 2006 and including capital
      expenditures for the Adelphia/Time Warner transactions and
      the Houston systems of approximately $500 million.

Headquartered in Philadelphia, Pennsylvania, Comcast Corporation
(Nasdaq: CMCSA, CMCSK) -- http://www.comcast.com/-- provides
cable, entertainment and communications products and services.
With 21.7 million cable customers, 9.3 million high-speed Internet
customers, and 1.7 million voice customers, Comcast is principally
involved in the development, management and operation of broadband
cable networks and in the delivery of programming content.

The Company's content networks and investments include E!
Entertainment Television, Style Network, The Golf Channel, OLN,
G4, AZN Television, PBS KIDS Sprout, TV One and four regional
Comcast SportsNets. The Company also has a majority ownership in
Comcast-Spectacor, whose major holdings include the Philadelphia
Flyers NHL hockey team, the Philadelphia 76ers NBA basketball team
and two large multipurpose arenas in Philadelphia.

                           *     *     *

Comcast Corp.'s preferred stock carry Moody's Investors Service's
Ba1 Rating.


COMMSCOPE INC: Reports $43.6 Million Net Income in Third Quarter
----------------------------------------------------------------
CommScope Inc. disclosed its third quarter results for the period
ended Sept. 30, 2006.  The Company reported record third quarter
sales of $466.1 million and net income of $43.6 million.  The
reported net income includes after-tax charges of $1.9 million
related to restructuring costs.  Excluding this special item,
adjusted third quarter earnings were $45.5 million.

For the third quarter of 2005, CommScope reported sales of
$345.6 million and net income of $11.5 million.  The reported net
income included total after-tax charges of $11.2 million,
primarily for equipment impairment related to global manufacturing
initiatives.  Excluding these special items, adjusted earnings
were $22.7 million.

"We delivered record third-quarter results fueled by the expanding
global demand for bandwidth," said Frank M. Drendel, CommScope
Chairman and Chief Executive Officer.  "We believe our performance
demonstrates we are executing our strategy well and are strongly
positioned for success in 2007."

"We posted strong sales growth in all segments," added Mr.
Drendel.  "Business enterprises are upgrading their Local Area
Networks and data centers.  Broadband service providers and
telecommunication carriers are investing in their infrastructure
to provide the 'quadruple play' of video, data, voice and
mobility.  CommScope's expanding portfolio of infrastructure
solutions continues to enable a host of new and exciting
communications services."

                          Sales Overview

Sales for the third quarter of 2006 increased 34.9% year over
year, primarily driven by increased customer demand and price
increases in response to higher raw material costs.

Enterprise sales rose 41.6% year over year to $237.7 million.
Sales rose across essentially all geographic regions with
particular strength in the European region.  The strong third
quarter growth is primarily due to unusually strong orders
received during the second quarter and price increases resulting
from increased commodity prices.  The Enterprise segment continued
to experience organic growth as businesses moved toward
consolidated data centers and updated their Local Area Networks to
support bandwidth intensive applications.

Broadband segment sales rose to $143.8 million, up 17.6% year over
year, as a result of higher prices for coaxial cable products,
increased global sales volumes in all regions and a product line
acquisition announced earlier this year.  Broadband sales
continued to be positively affected by competition between cable
television operators and telephone companies.

Carrier sales rose 52.9% year over year to $85.0 million due to
substantially increased demand for Integrated Cabinet Solutions
products.  ICS sales increased as domestic telephone companies
continued investing in their infrastructure to support video and
high-speed data services.

Total international sales rose 22.0% year over year to $137.1
million, or approximately 29.4% of total company sales.

Overall orders booked in the third quarter of 2006 were $392.6
million, up 6.6% from the year-ago quarter.

                 Global Manufacturing Initiatives

CommScope's third quarter 2006 results reflect net pretax
restructuring charges of $3.0 million ($1.9 million after tax)
primarily for equipment relocation costs associated with the
Company's global manufacturing initiatives.

The Company has essentially completed the Enterprise portion of
these initiatives.  The Broadband portion of these initiatives is
expected to be completed in the first quarter of 2007.

Other Third Quarter 2006 Highlights

   -- CommScope's SYSTIMAX(R) SolutionsTM joined the Cisco
      Technology Developer Program as an IP Communications
      Participant Partner.  The Cisco Technology Developer Program
      sets criteria for interoperability testing by independent
      third parties and enables leading product and services firms
      to deploy innovative business solutions.  This program
      provides enterprise or service provider customers with
      information regarding Cisco Technology Developer Partner
      products and services that an independent testing facility
      has tested and found to interoperate with Cisco networking
      technology.

   -- Gross margin for the third quarter rose to 30.0%, up more
      than 250 basis points year over year and up more than 350
      basis points sequentially.  The gross margin improvements
      were primarily due to higher sales volume and selling
      prices, favorable product mix and the positive impact of the
      Company's global manufacturing initiatives.

   -- SG&A for the third quarter of 2006 was $62.8 million or
      13.5% of sales, compared to $51.3 million or 14.8% of sales
      in the year-ago quarter.  SG&A declined as a percentage of
      sales primarily due to higher sales levels.

   -- Third quarter 2006 results include $1.3 million of pretax
      equity-based compensation expense accounted for in
      accordance with SFAS No. 123(R).

   -- Operating income for the third quarter of 2006 was $64.9
      million or 13.9% of sales.  Excluding restructuring costs,
      operating income would have been $67.9 million or 14.6% of
      sales.  In the year-ago quarter, operating income was $19.9
      million or 5.8% of sales.  Excluding special items,
      operating income would have been $33.9 million or 9.8% of
      sales for the quarter.

   -- Total depreciation and amortization expense was $13.4
      million for the third quarter, which included $3.2 million
      of intangibles amortization.

   -- Net cash provided by operating activities in the third
      quarter was $34.8 million, up 22% year over year.  Capital
      spending in the quarter was $7.6 million.

CommScope also recently reported that its wholly owned subsidiary,
Connectivity Solutions Manufacturing Inc. had closed on a
previously announced agreement to sell real estate consisting of
approximately 70 acres and a 580,000-sq. ft. building at the CSMI
manufacturing facility located in Omaha, Nebraska.  The sales
price for the land and building was approximately $11 million.
The sale will be recorded in the fourth quarter of 2006.

                   Fourth Quarter 2006 Guidance

   * For the fourth quarter of 2006, revenue is expected to be
     $370-$385 million and operating margin is expected to be
     9%-10%, excluding special items;

   * Effective tax rate of approximately 30%-34%; and

   * Capital spending of approximately $5-$8 million.

Based on the fourth quarter 2006 guidance, sales for calendar year
2006 are expected to be approximately $1.60-$1.62 billion, up 20%
year over year.  Operating margin for calendar year 2006 is
estimated to be around 10.5%, excluding special items.

                    Calendar Year 2007 Guidance

   * For calendar year 2007, revenue is expected to be in the
     range of $1.70-$1.75 billion and operating margin is expected
     to be 11.5% or better, excluding special items.

   * Effective tax rate of approximately 30%-34%;

   * Depreciation and amortization expense of approximately $50
     million; and

   * Capital spending of approximately $30-$40 million.

"As we move into the seasonally slower fourth quarter, we expect a
greater than normal sequential sales decline due primarily to
strong shipments in the third quarter," said Executive Vice
President and Chief Financial Officer Jearld L. Leonhardt.

"Our calendar year 2007 sales guidance is based on our assumption
of relatively constant raw material costs, modest volume growth
and a stable business environment," noted Leonhardt.  "Based upon
this revenue outlook, we believe we can deliver another year of
good earnings growth."

Based in Hickory, North Carolina, CommScope, Inc. (NYSE:CTV)
-- http://www.commscope.com/-- designs and manufactures "last
mile" cable and connectivity solutions for communication networks.
Through its SYSTIMAX(R) Solutions(TM) and Uniprise(R) Solutions
brands CommScope is the global leader in structured cabling
systems for business enterprise applications.  It is also the
world's largest manufacturer of coaxial cable for Hybrid Fiber
Coaxial applications. Backed by strong research and development,
CommScope combines technical expertise and proprietary technology
with global manufacturing capability to provide customers with
high-performance wired or wireless cabling solutions.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service confirmed its Ba2 Corporate
Family Rating for CommScope Inc. and upgraded its B1 rating on the
company's $250 million Senior Subordinated Note due 2024 to Ba3 in
connection with Moody's implementation of its new Probability-of-
Default and Loss-Given-Default rating methodology.  Moody's
assigned those debentures an LGD5 rating suggesting noteholders
will experience a 73% loss in case of default.


CONEXANT SYSTEMS: Improved Liquidity Cues S&P to Lift Corp. Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
other ratings on Newport Beach, Calif.-based Conexant Systems
Inc., reflecting improved liquidity and operating results.  The
corporate credit rating was raised to 'B' from 'B-'.
The outlook was revised to stable from negative.

At the same time, S&P assigned its 'B+' senior secured rating and
'1' recovery rating to the company's proposed $250 million senior
secured floating rate notes due 2010, indicating that investors
can expect full recovery of principal in the event of payment
default.

The rating is based on preliminary offering statements and is
subject to review upon final documentation.

Proceeds, along with cash on hand, will be used to refinance
$457 million of debt maturing in February 2007.

"The ratings reflect volatile and competitive industry conditions,
the mature nature of its core modem business, and still-high
leverage," Standard & Poor's credit analyst Lucy Patricola said.

"These factors are offset by good positions in its key markets.
Conexant is a supplier of semiconductors used in dial-up modems,
set-top boxes, broadband access supporting DSL connectivity, and
wireless networking."

The outlook is stable.  The company's solid market position in the
steady dial-up modem business provides ratings support in light of
high leverage and modest free cash flow.

The outlook could be revised to positive if the company is
successful in liquidating noncore assets and reducing debt, while
maintaining stable operations.  The outlook could be revised to
negative if the voice access business matures faster than
anticipated, or if the company's technological competitiveness in
its remaining core businesses is eroded.


CONEXANT SYSTEMS: Moody's Junks Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the senior
secured floating rate notes and a Caa1 rating to the corporate
family rating of Conexant Systems Inc., a provider of integrated
circuits for the communications and broadband digital home
markets.

The ratings reflect both the overall probability of default of the
company under Moody's LGD framework using a fundamental approach,
to which Moody's assigns a PDR of Caa1, and a loss-given-default
of LGD-2 for the senior secured notes.

Moody's also assigned a SGL-3 speculative grade liquidity rating,
reflecting adequate liquidity.  Net proceeds from the
$250 million note offering together with $217 million of balance
sheet cash will be used to retire the outstanding $457 million
4% convertible subordinated notes maturing February 2007.

The rating outlook is stable.

The Caa1 corporate family rating reflects Conexant's challenges,
given the company's high financial leverage and cost structure, to
withstand the dramatic swings inherent in the semiconductor
industry.  Conexant operates in a highly competitive operating
environment that is subject to cyclical factors and continuous
change.

Though limited, the company's financial flexibility will improve
following the planned refinancing of its convertible notes
maturing February 2007 and expected cash receipts from the pending
sale of its equity stake in Jazz Semiconductor.  It is Moody's
understanding that Conexant intends to use the entire proceeds
from the sale to reduce debt shortly after receipt.

Nevertheless, Moody's believes Conexant remains challenged to
generate sufficient operating cash flow to comfortably service its
debt load during cyclical downturns.

The recent industry upturn coupled with growing demand for
Conexant's universal access, broadband access and broadband media
products, has resulted in gross margin expansion and has helped
the company to trim operating losses, however free cash flow
remains negative.  Excluding certain special charges and expenses,
Conexant has the propensity to deliver positive operating cash
flow.

Moody's believes the company's technological and product strength,
as well as its Tier 1 customer relationships, will provide a base
off of which it should be able to generate higher revenues and
profits once the company experiences rising market share growth in
its broadband media and wireless LAN segments and after Conexant
achieves the expected cost reductions that are part of its most
recent restructuring efforts.

The stable outlook reflects Moody's expectation that Conexant will
continue to demonstrate potential for improved market penetration
and favorable product mix driven by its ability to achieve:

   -- design wins in the embedded wireless networking segment;

   -- the integration of its DSL and Wi-Fi capabilities into a
      single chip to capture higher volumes and higher price
      points; and,

   -- the roll-out of new products targeting the residential VDSL
      gateway segment.

Coupled with expected cost savings from the recent financial
turnaround, this could help to improve Conexant's profit profile.
Moody's notes that to the extent debt is not repaid as planned
from the Jazz Semi sale proceeds, the rating on the secured notes
would likely experience downward pressure.

The $250 million senior secured floating rate notes are secured by
first priority liens on all of the company's tangible and
intangible assets, including:

   -- equity interests in Jazz Semi and Mindspeed Technologies;
   -- inter-company loans;
   -- real estate owned by the company; and,
   -- intellectual property and contracts.

The secured notes also benefit from upstream guarantees from all
direct and indirect domestic subsidiaries.  Due to the protection
provided by the collateral package and the senior position of the
secured notes in the company's debt structure, they are rated
three notches higher than the CFR at B1 under Moody's LGD
framework, which assumes a 44% expected family recovery rate.

These ratings were assigned to Conexant:

   -- Corporate Family Rating at Caa1

   -- Probability of Default Rating at Caa1

   -- $250 million Senior Secured Floating Rate Notes due 2010
      rated B1, LGD-2, 19%

   -- Speculative Grade Liquidity Rating at SGL-3

Conexant Systems Inc., headquartered in Newport Beach, California,
is a provider of integrated circuits for the communications and
broadband digital home markets.

For the last twelve months ended June 30, 2006, revenues were $940
million.


CONEXANT SYSTEMS: To Offer $250 Mil. Floating Rate Secured Notes
----------------------------------------------------------------
Conexant Systems Inc. intends to offer $250 million aggregate
principal amount of floating rate senior secured notes due 2010 in
a private placement.

The Company discloses that the offering will be made to
institutional buyers pursuant to Rule 144A, or in offshore
transactions pursuant to Regulation S, under the Securities Act of
1933.

The net proceeds, together with available cash, cash equivalents
and marketable securities on hand, will be used to repay its
outstanding 4% convertible subordinated notes due Feb. 1, 2007.

The notes are expected to bear interest at a floating rate based
on LIBOR, with the rate, reset quarterly.  The notes will be
guaranteed by certain of its domestic subsidiaries and secured by
first-priority liens on substantially all of the assets of the
Company and the subsidiary guarantors.

The Company further disclosed that the securities to be offered
will not be registered under the Securities Act of 1933 or
applicable state securities laws, and may not be offered or sold
in the United States except pursuant to an exemption from the
registration requirements of the Securities Act and applicable
state securities laws.

Headquartered in Newport Beach, California, Conexant Systems, Inc.
(NASDAQ: CNXT) -- http://www.conexant.com/-- is a fables
semiconductor company.  The company has approximately 2,400
employees worldwide.

                         *     *     *

Moody's Investors Service's assigned its Caa1 corporate family
rating for Conexant Systems, Inc.  The outlook is stable.


CORE GROUP: Debtor's Suit Naming IRS as Defendant Was Deficient
---------------------------------------------------------------
Core Group Inc., dba the Interactive Core, filed a lawsuit naming
the United States Department of Treasury, Internal Revenue Service
as the Defendant in an attempt to recover an allegedly $18,549.08
preferential transfer.  In an Opinion published at 2006 WL 2660805
and 98 A.F.T.R.2d 2006-6134, the Honorable Mary D. France says the
lawsuit was deficient because it failed to name the United States
of America as the Defendant.

Judge France explains that the Debtor's lawsuit (Bankr. Adv. Pro.
No. 05-00128) had to be dismissed because, by naming as defendant
and serving only the IRS, had not properly served its complaint,
which is a condition to government's waiver of its sovereign
immunity.  The United States was the proper defendant,
notwithstanding the debtor's contention that the IRS, by filing a
proof of claim, had consented and become subject to the bankruptcy
court's jurisdiction.  The IRS, Judge France explains, filed a
proof of claim only as an agent for the United States.  Judge
France dismissed the suit without prejudice to the Debtor re-
filing the suit and naming the United States of America as the
proper defendant.

Core Group Inc., dba the Interactive Core, filed for chapter 11
protection on June 13, 2006 (Bankr. M.D. Pa. Case No. 05-03952).
The Debtor is represented by Sara A. Austin, Esq., at the Austin
Law Firm LLC in York, Pennsylvania.


CRC HEALTH: S&P Rates Amended $434 Mil. Sr. Sec. Term Loan B at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to CRC Health Corp.'s amended and restated $434 million
senior secured term loan B due 2013.

The loan is rated 'B' (at the same level as the 'B' corporate
credit rating on CRC Health) with a recovery rating of '2',
indicating the expectation for substantial (80%-100%) recovery of
principal in the event of a payment default.

About $190 million of the term loan, along with a $99 million
holding company loan and additional sponsor equity, will be used
to finance the acquisition of Aspen Education Group for
$291 million and to pay down existing revolver borrowings.

At the same time, Standard & Poor's affirmed its existing ratings
on CRC, including the 'B' corporate credit rating.  The ratings
were removed from CreditWatch, where they were placed with
negative implications Sept. 29, 2006, following the company's
announcement of its plan to acquire Aspen Education.

"At that time, we thought that the details of the financing might
weaken the company's credit profile enough for a lower rating, but
after our review of the transaction specifics, it was determined
that the existing rating level was appropriate," explained
Standard & Poor's credit analyst Alain Pelanne.

The rating outlook on CRC is stable.

The low-speculative-grade rating on CRC reflects the company's
aggressive efforts to capitalize on its relatively narrow position
in substance abuse treatment with a highly leveraged capital
structure.

With the Aspen acquisition, the company increases its presence in
the highly fragmented behavioral health care industry by
approximately 50%.

At closing, which is expected November 2006, CRC will provide
substance abuse treatment services in 103 facilities and clinics
in 23 states, and 32 therapeutic education programs in 12 states
and the U.K.


CRC Health: Moody's Puts Ba3 Rating on Proposed $190 Million Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to CRC Health
Corporation Inc.'s proposed $190 million add-on term loan in
connection with the acquisition of Aspen Education Group. Proceeds
derived from the new add-on term loan facility will be utilized to
fund the acquisition and its related fees and expenses and to pay
down the outstanding revolver balance.

Moody's assigned these ratings:

   -- Ba3 to the $190 million senior secured add-on term loan B
      due 2013, LGD2, 29%

Ratings affirmed:

   -- $100 million senior secured revolver due 2012, rated Ba3,
      LGD2, 29%

   -- $245 million senior secured term loan B due 2013, rated
      Ba3, LGD2, 29%

   -- $200 million senior subordinated notes due 2016, rated
      Caa1, LGD5, 80%

   -- Corporate Family Rating, rated B2

   -- Speculative Grade Liquidity Rating, SGL-2

The affirmation of the B2 Corporate Family Rating reflects the
combined entity's high leverage, low free cash flow in the near
term, and minimal debt reduction in the intermediate term.  The
value of these metrics is considered to be weak for the rating
category.

The stable outlook reflects Moody's expectation that CRC will
continue to increase top-line growth, expand margins at both
existing and acquired facilities, and generate operating cash flow
by means of higher rates, improved census and continued, strong
cost control measures.  If the integration of acquired facilities
is behind plan or other factors lead to slower revenue growth,
increased margin pressure and a contraction in the level of free
cash flow, the outlook could change to negative.

Another large acquisition that further increases the company's
already high leverage or constrains the company's liquidity could
result in a downgrade.  The rating could be upgraded if better
than expected operational results serve to reduce Debt/EBITDA to
below 5.5x and improve FCF/Debt to 5% or better.

CRC Health Corporation, based in Cupertino, California, owns and
operates drug and alcohol rehabilitation facilities and clinics
specializing in the treatment of chemical dependency and mental
health disorders through a network of more than 100 facilities
across 23 states.  For the twelve months ended June 30, 2006, the
company generated revenues of approximately $234 million.


CWALT INC: $4.3 Million of Certificates Gets Fitch's Low-B Rating
-----------------------------------------------------------------
Fitch rates CWALT, Inc.'s Mortgage Pass-Through Certificates,
Alternative Loan Trust 2006-35CB:

     -- $599.9 million classes A-1, X, PO, and A-R certificates
        (senior certificates) 'AAA';

     -- $10.9 million class M certificates 'AA';

     -- $4.6 million class B-1 certificates 'A'

     -- $3.4 million class B-2 certificates 'BBB';

     -- $2.5 million class B-3 certificates 'BB';

     -- $1.8 million privately offered class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 4.00%
subordination provided by the 1.75% class M, 0.75% class B-1,
0.55% class B-2, 0.40% class B-3, 0.30% privately offered class B-
4, and 0.25% privately offered class B-5 (not rated by Fitch).
Classes M, B-1, B-2, B-3 and B-4 are rated 'AA', 'A', 'BBB', 'BB'
and 'B' based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, which is
rated 'RMS2+' by Fitch and is a direct wholly owned subsidiary of
Countrywide Home Loans, Inc.

Approximately 66.75% of the initial loans were originated under
CHL's Expanded Underwriting Guidelines.  Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios and different documentation requirements
than those associated with the Standard Underwriting Guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes

As of the cut-off date, Oct. 1, 2006, the mortgage pool consists
of 30-year conventional, fixed rate, fully amortizing, first liens
on one- to four-family residential properties.  The aggregate
balance of the mortgage loans is $624,988,537 with an average loan
balance of $219,525.  The weighted-average original loan-to-value
ratio is 67.69%.  The weighted average FICO credit score is
approximately 719.  Cash-out refinance loans represent 40.13% of
the mortgage pool and second homes 5.44%.  The states that
represent the largest portion of mortgage loans are California
(30.95%) and Florida (7.98%).  All other states represent less
than 5% of the pool as of the cut-off date.

CWALT purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CWALT INC: Fitch's Rating on $3.3MM Class B-4 Certs. Remains at B
-----------------------------------------------------------------
Fitch rates CWALT, Inc.'s Mortgage Pass-Through Certificates,
Alternative Loan Trust 2006-36T2:

     -- $702,131,793 classes 1-A-1 through 1-A-16, 2-A-1 through
        2-A-8, 1-X, 2-X, PO, and A-R certificates (senior
        certificates) 'AAA';

     -- $16,762,700 class M-1 'AA';

     -- $1,862,400 class M-2 'AA';

     -- $8,194,700 class B-1 'A';

     -- $5,959,700 class B-2 'BBB';

     -- $3,724,900 class B-3 'BB';

     -- $3,352,300 class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 5.75%
subordination provided by the 2.25% Class M-1, the 0.25% Class M-
2, the 1.10% Class B-1, the 0.80% Class B-2, the 0.50% privately
offered Class B-3, the 0.45% privately offered Class B-4 and the
0.40% privately offered Class B-5.  Classes M-1, M-2, B-1, B-2, B-
3, and B-4 are rated 'AA', 'AA', 'A', 'BBB', 'BB', and 'B' based
on their respective subordination only.

Fitch believes the credit enhancement will be adequate to support
mortgagor defaults.  In addition, the rating also reflects the
quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP (Countrywide
Servicing), rated RMS2+ by Fitch, a direct wholly owned subsidiary
of Countrywide Home Loans, Inc.

The mortgage pool consists of two loan groups. Loan Group 1
consists primarily of 30-year conventional, fully amortizing
mortgage loans totaling $424,975,374 as of the cut-off date,
October 1, 2006, secured by first liens on one-to four- family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average original-loan-
to-value of 73.47%.  The weighted average FICO credit score is
approximately 707.  Cash-out refinance loans represent 40.02% of
the mortgage pool and second homes 5.76%.  The average loan
balance is $644,879.  The three states that represent the largest
portion of mortgage loans are California (49.49%), New York
(7.48%), and Florida (6.15%).  All other states represent less
than 5% of the cut-off date pool balance.

Loan Group 2 consists primarily of 30-year conventional, fully
amortizing mortgage loans totaling $319,993,061 as of the cut-off
date, October 1, 2006, secured by first liens on one-to four-
family residential properties.  The mortgage pool, as of the cut-
off date, demonstrates an approximate weighted-average OLTV of
70.24%.  The weighted average FICO credit score is approximately
689.  Cash-out refinance loans represent 45.46% of the mortgage
pool and second homes 7.25%.  The average loan balance is
$622,555.  The three states that represent the largest portion of
mortgage loans are California (27.12%), Florida (10.33%), New York
(7.50%), Maryland (5.12%), and New Jersey (5.02%).  All other
states represent less than 5% of the cut-off date pool balance.

Approximately 70.88% and 97.55% of the mortgage loans in loan
group 1 and loan group 2, respectively, have been underwritten
pursuant to Countrywide Home Loans' Expanded Underwriting
Guidelines.  Mortgage loans underwritten pursuant to the Expanded
Underwriting Guidelines may have higher loan-to-value ratios,
higher loan amounts, higher debt-to-income ratios and different
documentation requirements than those associated with the Standard
Underwriting Guidelines.  In analyzing the collateral pool, Fitch
adjusted its frequency of foreclosure and loss assumptions to
account for the presence of these attributes.

CWALT purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


DANA CORP: Court Permits Debtors and Franklin to Conduct Discovery
------------------------------------------------------------------
In November 2005, Franklin Fueling Systems, Inc., and Dana
Corporation and its debtor-affiliates entered into three
agreements:

   (1) A Supply Agreement requiring the Debtors to supply certain
       in-ground flexible fuel pipe to FFS;

   (2) A Bailment Agreement relating to certain of FFS' property
       to be used by the Debtors in the manufacture of the piping
       products; and

   (3) An Equipment Sale Agreement to convey certain used
       equipment to FFS.

Each of the Agreements are interrelated, and together they govern
the overall relationship between the Debtors and Franklin, Jon C.
Vigano, Esq., at Schiff Hardin, LLP, in New York, explains.

As of Sept. 21, 2006, the Debtors failed to comply with numerous
postpetition obligations under the Supply Agreement on at least 15
separate occasions, Mr. Vigano notes.  The Debtors failed to meet
their obligations both as to quantity and quality of the products.
The Debtors also failed to cure the postpetition defaults and
their failure to cure the defaults triggered 15 independent and
separate breaches under the Supply Agreement, Mr. Vigano says.

Those breaches have significantly harmed and continue to harm
FFS, Mr. Vigano asserts.  The continuing defaults constitute
incurable material, non-monetary defaults.  The defaults also
call into the Debtors' ability to perform under the Supply
Agreement in the future, Mr. Vigano adds.

Moreover, the Debtors' defaults caused FFS to incur $27,114 in
costs to supervise and monitor the Debtors' product for ongoing
quality, volume, specification and delivery issues.

Mr. Vigano relates that the Supply Agreement provides that the
Debtors will indemnify and hold FFS harmless from all costs,
losses and damages incurred because of the Debtors' breach of the
Agreement.  Thus, the postpetition costs should be allowed as an
administrative expense under Section 503(b) of the Bankruptcy
Code.

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

   (a) modify the automatic stay to permit it to immediately
       terminate the Agreements;

   (b) modify the automatic stay to permit it to retrieve its
       property located at certain of the Debtors' facilities;

   (c) approve and allow the $27,114 postpetition costs it
       incurred as a result of the Debtors' breaches of the
       Supply Agreement as an administrative expense under
       Section 503(b); and

   (d) require the Debtors to promptly pay $27,114.

                          Debtors Respond

The Debtors assert that the circumstances surrounding the
Agreements, the multi-year relationship they govern, the parties'
performance under them and the events Franklin characterizes as
"defaults" are complicated and extensive.

Corinne Ball, Esq., at Jones Day, in New York, argues that:

   (1) the Lift Stay Motion omits key facts and obscures the full
       context of the circumstances making the picture incomplete
       and misleading;

   (2) the Lift Stay Motion is utterly without evidentiary
       support; and

   (3) Franklin ignores applicable state law, contract and
       bankruptcy principles, with respect to the "defaults" it
       alleges.

Given the numerous facts at issue in the dispute, the importance
of developing those facts to apply the governing legal principles
and the significance of the Agreements to their estates, the
Debtors believe that a full-blown discovery process is very
necessary.

Ms. Ball informs the Court that the Debtors have already served a
first set of written discovery requests on Franklin.

After completion of the fact investigation, the Debtors believe
that a proper evidentiary record and more complete legal briefing
will thoroughly debunk Franklin's position, and show that:

   (a) their performance under the Agreements have been legally
       sound and the alleged "defaults" are neither material,
       incurable nor non-monetary in the eyes of the law;

   (b) Franklin has not suffered material harm and, to the
       contrary, Franklin has obtained a healthy surplus of XP
       Pipe and has not experienced any customer delivery
       interruptions as a result of the Debtors' performance
       under the Supply Agreement; and

   (c) their performance for the past several months demonstrates
       a solid and reliable ability to perform under the Supply
       Agreement throughout the remainder of its term, if it is
       not sooner assumed and assigned to a purchaser of the
       Debtors' Fluid Routing Group.

Ms. Ball tells the Court that the Agreements are a valuable
estate asset and an important component of the Debtors' Fluid
Routing Group, which is currently being marketed for sale.

The Debtors believe the evidence will go so far as to show that
Franklin itself has caused the so-called defaults.  According to
Ms. Ball, shortly after the Petition Date, Franklin has been
demanding far in excess of its true market requirements of XP
Pipe and has been making those demands on inconsistent,
unrealistic and unforgiving schedules, for no legitimate business
reason.  As a result of those demands, the Debtors believe that
Franklin has stockpiled many months of surplus inventory, thus
contributing to their so-called defaults through failures in
meeting certain of its own obligations under the Supply
Agreements.

Contingent upon discovery, further briefing of the issues and a
full evidentiary hearing, the Debtors believe that there is no
cause for relief from the automatic stay or granting
administrative claims in favor of Franklin.

Hence, the Debtors ask the Court should deny Franklin's request.

                           Court Ruling

The Court authorized the Debtors and Franklin to conduct discovery
pursuant to Rules 7026, 7028 and 7037 of the Federal Rules of
Bankruptcy Procedure.

The Court directed the Debtors to serve written responses and any
privilege, and make responsive, non-privilege documents available
for Franklin's inspection and copying no later than Nov. 2, 2006.

The Court permitted either party to serve additional document
requests, interrogatories or requests for admissions; provided
that:

   (i) neither Party may serve more than 25 interrogatories in
       total or 150 document requests in total, including
       discrete subparts as to both; and

  (ii) all document requests, interrogatories or requests for
       admissions must be served so that the deadline for
       responses is no later than the date for the close of
       written discovery.

The responding Party must serve written responses and any
privilege logs, and make responsive, non-privileged documents
available for inspection and copying by the requesting Party no
later than 15 days after service of the requests.

                      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: Wants Furillo's and Buono's Lift Stay Requests Denied
----------------------------------------------------------------
Dana Corporation and its debtor-affiliates acknowledge that Carl
Furillo and Joseph Buono's Disability Claims have been liquidated
before their bankruptcy filing.  The settlements, however, did not
provide that non-estate assets are available to pay the Claims,
the Debtors contend.  Instead, Corinne Ball, Esq., at Jones Day,
in New York, relates, the Settlements provide that the Disability
Claims are nothing more than prepetition general unsecured claims
against the Debtors.

Thus, there is no basis to permit Messrs. Furillo and Buono to
pursue collection of their claims against the Debtors outside of
the normal claims allowance and plan distribution process, Ms.
Ball asserts.

The Settlement Agreements provide that the Debtors, and not their
pension trust funds, were to pay the Settlement Amounts, Ms. Ball
adds.  Messrs. Furillo and Buono did not support their
allegations that their settled claims were to be paid from non-
estate assets in the Pension Trust, Ms. Ball points out.

Furthermore, Ms. Ball points out, Messrs. Furillo's and Buono's
Claims were not only for payment of medical disability pension,
but also for alleged negligence, breach of fiduciary duty and
violation of contractual, statutory and fiduciary duties by the
Debtors as the administrator of the Pension Agreement.

Thus, the Buono and Furillo Settlement Amounts represent
resolutions, not only of claims that in theory might have called
for Pension Trust funds, but also of claims that apparently could
only be asserted against the Debtors, Ms. Ball maintains.

The Debtors do not dispute the amount or priority of Messrs.
Furillo's and Buono's prepetition general, unsecured claims, but
they cannot "jump ahead" of other general unsecured claimants to
be paid in full, Ms. Ball asserts.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to deny Messrs. Furillo's
and Buono's requests to lift the automatic stay.

As reported in the Troubled Company Reporter on May 26, 2006,
Messrs. Furillo and Buono sought to have the automatic stay lifted
to:

   -- complete all of the documents necessary for the
      distribution of their settlement proceeds with regards to
      their claim against the Dana Corporation and its debtor-
      affiliates; and

   -- enforce their right granted under the Debtors' pension
      plan.

On April 14, 2005, Messrs. Furillo and Buono commenced an action
before the United States District Court for the Eastern District
of Pennsylvania, alleging that Dana Corporation failed to pay them
disability pension benefits in connection with an application of
that benefits filed in December 2000.

The Claimants alleged that they were covered by a Pension
Agreement issued by Dana and governed by the Employee Retirement
Income Security Act of 1974.  A Dana Corporation Pension Plan for
members of Local Union Number 3733 United Steel Workers' of
America {AFL-CIO) Parish Division-Reading Plant govern the
Claimants' pension rights.

On Feb. 2, 2006, Messrs. Furillo and Buono resolved their pension
claim for a lump sum of $65,000 each, to be paid out of the trust
fund established pursuant to Dana's pension plan.

Gregory J. Boles, Esq., at Fenner & Boles, LLC, in Philadelphia,
Pennsylvania, asserts that the assets of the trust fund are not
necessary for an effective reorganization.

In the event that the stay is not lifted, the Messrs. Furillo and
Buono asked the Court to:

   -- require adequate protection for their interests; or

   -- deem the automatic stay inapplicable because the property
      is not the property of the estate.

                      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).


DAVE & BUSTERS: Moody's Assigns Loss-Given-Default Rating
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the restaurant sector, the rating agency confirmed
its B2 Corporate Family Rating for Dave & Busters 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
   ----------           -------  -------  ------   ----------
   $100M Sr. Sec.
   Term d. 2/2013         B1       Ba2     LGD2       12%

   $60M Sr. Sec.
   Revolver d. 2/2011     B1       Ba2     LGD2       12%

   $175M 11.25% Sr.
   Unsec. Notes
   d. 2/2014              B3       B3      LGD4       68%

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%).

Dave & Busters Inc. operates a chain of about 50 food and
entertainment complexes in the US, Canada, and Mexico.  The
company's locations offer casual dining, full bar service, and a
cavernous game room.


DEATH ROW: Court Approves LECG LLC as Accountants Advisors
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
in Los Angeles gave R. Todd Neilson, the Chapter 11 Trustee
appointed in Death Row Records Inc.'s bankruptcy case, authority
to employ LECG LLC as his accountants and financial advisors.

As reported in the Troubled Company Reporter on Sept. 21, 2006,
LECG LLC is expected to:

   a) analyze all transactions pursuant to the Debtor's cessation
      of business;

   b) review all payments made on account of distribution
      contracts;

   c) analyze daily transactions;

   d) investigate all transfers of funds and purchases of
      investments;

   e) complete Chapter 11 operating and interim reports in
      compliance with U.S. Trustee's Office guidelines;

   f) assist the Trustee in the identification of assets,
      including causes of action;

   g) assist the Trustee in the pursuit of any litigation he may
      pursue, including providing any expert witness testimony
      that may be necessary;

   h) perform any necessary tax work and other analysis which is
      required by the Trustee to properly administer the estate
      and conclude the case;

   i) assist the Trustee in preparation of state and federal
      income tax returns for the estate;

   j) communicate with taxing authorities on behalf of the
      estate; and

   k) assist with such other financial advisory or accounting
      services requested by the Trustee.

The Trustee said that Ernst & Young's professionals will be paid
based on their customary hourly rates.  A copy of those rates are
available for free at http://researcharchives.com/t/s?1202

To the best of the Trustee's knowledge, Ernst & Young does not
have any interest materially adverse to the Debtor's estate or
other interested parties.

Headquartered in Compton, California, Death Row Records Inc. --
http://www.deathrowrecords.net/-- is an independent record
producer.  The company and its owner, Marion Knight, Jr., filed
for chapter 11 protection on April 4, 2006 (Bankr. C.D. Calif.
Case No. 06-11205 and 06-11187).  Daniel J. McCarthy, Esq., at
Hill, Farrer & Burrill, LLP, and Robert S. Altagen, Esq.,
represent the Debtors in their restructuring efforts.  R. Todd
Neilson serves as Chapter 11 Trustee for the Debtor's estate.
When the Debtors filed for protection from their creditors,
they listed total assets of $1,500,000 and total debts of
$119,794,000.


DELPHI CORP: Resolves SEC Fraud Lawsuit
---------------------------------------
Delphi Corporation confirmed yesterday that the Securities and
Exchange Commission commenced and simultaneously settled with
Delphi a lawsuit alleging violations of federal securities laws.
The lawsuit and settlement relate to transactions that were the
subject of a restatement by Delphi in June 2005.

Under the agreement approved by the Commission, Delphi agreed,
without admitting or denying any wrongdoing, to be enjoined from
future violations of the securities laws.  The SEC did not impose
civil monetary penalties against Delphi.

"We have cooperated fully with the Commission's investigation and
will continue to do so.  We are pleased to put the SEC
investigation behind us and consider this settlement an important
step in our transformation process," said Delphi Chairman and CEO
Robert S. Miller.

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


DELPHI CORP: Shifts Power Products Trade to Automotive Holdings
---------------------------------------------------------------
Delphi Corporation has identified its power products business as a
non-core operation.

Management responsibility for the power products business --
which develops and manufactures power lift gates, power deck lids,
power sliding doors, and power cinching latches and strikers --
will be transitioned to Delphi's Automotive Holdings Group.

As a result of the decision, Delphi will begin evaluating
strategic alternatives for the Power Products business, including
the potential sale of this business.

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


DELPHI CORP: Panel Balks at Move to Recognize Late-Filed Claims
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Delphi
Corporation and its debtor-affiliates' chapter 11 cases tells the
U.S. Bankruptcy Court for the Southern District of New York that
the Debtors' request to deem 396 proofs of claim as timely filed
is inappropriate, unreasonable and improper.

The Committee is sympathetic to the issues the Debtors have
raised and understands the difficulty in properly identifying the
date the 396 Questionable Proofs of Claim were received.  The
Committee, however, does not agree that those circumstances
justify the "deemed timeliness" of the Questionable Claims that
assert amounts totaling more than $21,000,000.

The failure of Kurtzman Carson Consultants LLC to properly
document receipt of the Questionable Claims complicates the
Debtors' analysis of timeliness, but it does not change the
burden of proof or the likelihood of the Claims being timely,
Robert J. Rosenberg, Esq., at Latham & Watkins LLP, in New York,
contends.  The claimants that have filed the Questionable Claims
still have the burden of showing that their claims were timely
filed, and the Debtors still have the ability to address each
Claim individually and reasonably.

According to a post office supervisor, the Bowling Green Post
Office usually places mail into the Post Office Box by 11:00 a.m.
or noon, Mr. Rosenberg notes.  Only mail that is mistakenly
placed in an incorrect Post Office Box, incorrectly routed to a
different station, or late in arriving at Bowling Green, would be
put in the Post Office Box after noon.

Consequently, it is likely that no mail was placed by the Post
Office into the Post Office Box from 2:30 p.m. to 5:00 p.m., Mr.
Rosenberg says.  It is thus very likely that none of the
Questionable Claims were timely filed, Mr. Rosenberg emphasizes.

The Debtors' explanation that "equity" demands that all of the
Claims be deemed timely filed, although attractive on its face,
is misplaced, Mr. Rosenberg argues.  "It is no more inequitable
to disallow the Claims as late filed, and thereby risk
disallowing a potentially timely claim, than it would be to deem
the Claims as timely, and thereby risk diluting returns to other
creditors.  Moreover, it no more inequitable to disallow a claim
as untimely if it was received on August 9 than it would be if
the claim were received on August 10."

Considering the likelihood that none of the Claims were actually
received in the Post Office Box between 2:30 p.m. and 5:00 p.m.
on July 31, 2006, it would be more inequitable to allow them as
timely than to disallow them as untimely, Mr. Rosenberg asserts.

Accordingly, the Committee asks the Court to deny the Debtors'
request in its entirety.

Mr. Rosenberg notes that all of the damages were caused by the
mistakes of KCC and its agent, The DRS Group.  Subsequently, any
order on the Debtor's request should explicitly recognize the
preservation of any and all claims.

The Committee will continue to investigate the Claims, Mr.
Rosenberg informs the Court.  If the Committee determines that
the Claims have merit but the Debtors refuse to prosecute them,
the Committee reserves the right to seek the Court's authority to
prosecute the Claims on the Debtors' behalf.

                         Debtors Talk Back

The Debtors maintain that there is a very high likelihood that a
significant number of the 396 Questionable Proofs of Claim were
timely filed and received.  The general and conclusionary
statements of one Bowling Green Post Office supervisor is
insufficient to support the Committee's argument, John Wm.
Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in Chicago, Illinois, asserts.

"The Debtors are acting appropriately in asking the Court to deem
the Questionable Claims timely filed considering the uncertainty
surrounding each Questionable Claim's date and time of receipt,"
Mr. Butler argues.  "It is not appropriate to minimize the claims
pool at the expense of innocent claimants whose rights would be
prejudiced through no fault of their own if the Committee's
Objection were sustained."

The Debtors assert that none of their creditors will be unfairly
prejudiced by their request.  The Debtors do not ask the Court to
allow any of the Questionable Claims, Mr. Butler emphasizes.

In fact, the Debtors expressly reserve all of their rights to
further object to any or all of the Claims at a later date on any
basis whatsoever other than that the Claims were not timely
filed, Mr. Butler clarifies.  The Claims have not yet been
reconciled and they will only be allowed in the amount that the
Debtors or the Court ultimately determine to be valid obligations
of the Debtors.

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


DENNY'S CORP: Earns $25.5 Million for the Quarter ended Sept. 27
----------------------------------------------------------------
Denny's Corporation reported total operating revenue of
$258.2 million for its third quarter ended Sept. 27, 2006, an
increase of 3.8%, or $9.5 million over the prior year quarter.

The Company's restaurant sales increased 3.9%, or $8.9 million, to
$234.7 million as a result of a 4.2% increase in company same-
store sales.  The sales increase offset an eleven-unit decline in
company-owned restaurants since the third quarter of last year.
Franchise revenue increased 2.6%, or $600,000, to $23.5 million.

The Company's restaurant operating margin for the third quarter
was 13.8% compared with 10.7% for the same period last year.
Other operating costs improved 2.4 percentage points due to a
$7.2 million reduction in legal settlement costs resulting from
$5.8 million in specific charges taken in the prior year period.

Gains on disposition of assets increased $39 million, from the
sale of 65 restaurant properties owned by the company and
previously leased to franchisee operators.

Operating income for the third quarter was $55.6 million, an
increase of $46.4 million compared with prior year operating
income of $9.2 million.  Excluding the $39 million asset sale
gain, operating income increased $7.5 million to $16.6 million
compared with $9.1 million in the prior year period.

Interest expense for the third quarter increased $1 million to
$15 million due to higher interest rates on the variable-rate
portions of the Company's debt compared with the prior year
period.

Net income for the third quarter was $25.5 million, an increase of
$28.9 million, compared with prior year net loss of $3.4 million.
Excluding asset sale gains and income taxes from the current and
prior year period, net income increased $4.9 million to $100,000.

The Company sold an additional five properties during the third
quarter for gross proceeds of $5 million.  The net proceeds, along
with surplus cash, were used to reduce the outstanding balance on
its first lien term loan by $80 million during the quarter.  Year-
to-date the Company has reduced its debt balances by approximately
15%, or $84 million.

At the end of the third quarter, the Company owned 21 restaurant
properties that are being marketed for sale, of which six are
contracted for sale under the earlier multi-property transaction
and are expected to close by year end.  The Company expects that
19 of the remaining properties will be sold within the next twelve
months.

Headquartered in Spartanburg, South Carolina, Denny's Corporation
-- http://www.dennys.com/-- is America's largest full-service
family restaurant chain, consisting of 543 company-owned units and
1,035 franchised and licensed units, with operations in the United
States, Canada, Costa Rica, Guam, Mexico, New Zealand and Puerto
Rico.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2006
Denny's Corporation's balance sheet at June 28, 2006 showed $500.3
million in total assets and $758.2 million in total liabilities,
resulting in a $257.9 million stockholders' deficit.

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


DEVELOPERS DIVERSIFIED: Buying Inland Retail for $6.2 Billion
-------------------------------------------------------------
Developers Diversified and Inland Retail Real Estate Trust, Inc.
have entered into a definitive merger agreement.

Under the terms of the agreement, Developers Diversified will
acquire all of the outstanding shares of IRRETI for a total merger
consideration of $14.00 per share in cash.  Developers Diversified
may elect to issue up to $4.00 per share of the total merger
consideration in the form of Developers Diversified common stock
to be based upon the ten-day average closing price of Developers
Diversified shares two trading days prior to the IRRETI
stockholders' meeting to approve the transaction.  The election to
issue Developers Diversified common stock may be made up to 15
calendar days prior to the IRRETI stockholders' meeting and may be
revoked by Developers Diversified at any time if the revocation
would not delay the stockholders' meeting for more than ten
business days.

The transaction has a total enterprise value of approximately
$6.2 billion.  This amount includes approximately $2.3 billion of
existing debt, a significant portion of which is expected to be
prepaid at closing.  IRRETI's real estate portfolio aggregates 307
community centers, neighborhood shopping centers and single
tenant/net leased retail properties, comprising 43.6 million
square feet of total GLA.

Developers Diversified has reached agreement with a major U.S.
institutional investor on a joint venture which will acquire 67 of
IRRETI's community center assets for approximately $3 billion of
total asset value.  The joint venture will be leveraged up to 60%
loan to value and Developers Diversified will contribute 15% of
the equity. Developers Diversified will leverage its co-investment
with fees for asset management, leasing, property management,
development/tenant coordination and acquisitions.  Developers
Diversified will also earn a promoted interest equal to 20% of the
cash flow of the joint venture after the partners have received an
internal rate of return equal to 10% on their equity investment.
Additionally, Developers Diversified has received financing
commitments totaling in excess of $3 billion, which it may use to
fund all or a portion of the total merger consideration.

Scott A. Wolstein, Developers Diversified's Chairman and Chief
Executive Officer, commented, "This is an exciting transaction
that strengthens our industry position through control of some of
the highest quality, market-dominant community centers in the
Southeast.  We're especially pleased to co-invest in this
opportunity with a new strategic institutional joint venture
relationship.  We are excited to add these outstanding properties
to our platform and to apply our leasing and management skills to
enhance value both for the benefit of our shareholders and for the
benefit of our new capital partner."

IRRETI's portfolio of properties is a high quality institutional
retail portfolio which has dominant market positions in several
key growth-oriented Southeast U.S. markets.  The properties are
well-leased at 95% occupancy.  Deferred maintenance is minimal, as
the portfolio averages seven years of age and the properties have
been well maintained.

Daniel B. Hurwitz, Developers Diversified's Senior Executive Vice
President and Chief Investment Officer, added, "We're pleased with
the opportunity to expand our footprint in such key markets as
Atlanta, Charlotte, Miami and Orlando.  Additionally, we
strengthen our relationships with numerous national retailers such
as Target, Wal-Mart, Lowe's, Home Depot and Kohl's.  The
combination of outstanding locations coupled with strong co-
tenancy makes the Inland portfolio a natural fit with the
Developers Diversified operating platform."

Over 70% of the portfolio is located in these growth-oriented
southeastern states:

                                                       2006-2011
                       No.     Total GLA               Population
State              Properties    (MSF)    % Total GLA  Growth
---                ----------  ---------  -----------  ----------
Georgia                  53         11.2       25.7%        8.3%
Florida                  68          8.7       19.9%        9.7%
North Carolina           41          6.6       15.1%        6.7%
South Carolina           25          2.7        6.2%        5.3%
Virginia                 14          2.5        5.7%        6.0%
                   ----------  ---------  -----------  ----------
Subtotal/Wtd. Avg.      201         31.7       72.7%        7.9%

U.S. Average 2006-2011
Population Growth                                           4.8%

The portfolio is tenanted by the leading retailers in their
respective categories in the Southeast U.S.  A summary of the
portfolio's top five tenants by total GLA:

                                   Owned  % Total  Total
                    Total Units     GLA    Owned    GLA   % Total
Tenant            (Owned/Unowned)  (MSF)    GLA    (MSF)    GLA
------            ---------------  -----  -------  -----  -------
Target                   27         0.0     0.0%    3.7     8.5%
Wal-Mart                 19         1.8     5.1%    3.5     8.1%
Publix                   53         2.4     6.7%    2.4     5.5%
Lowe's Home Imp.         13         0.9     2.5%    1.5     3.3%
Kroger                   24         1.3     3.6%    1.3     3.0%
                  ---------------  -----  -------  -----  -------
Subtotal - Top 5        136         6.3    17.8%   12.4    28.4%
Tenants

In addition to the portfolio of operating properties, Developers
Diversified will acquire a development pipeline of five projects
and numerous potential expansion and redevelopment projects.
Developers Diversified plans to generate additional value by
implementing its proactive leasing, development, redevelopment and
property management systems.  In addition, the Company intends,
immediately upon closing, to incorporate the IRRETI assets in its
highly successful ancillary income program, which will result in
additional value creation.

Barry Lazarus, President and CEO of Inland Retail, noted, "We are
extremely gratified to present this exciting liquidity event to
our stockholders.  This transaction offers very attractive returns
to our investors who initially acquired our stock at $10 a share.
We are delighted to be able to offer our investors an outstanding
return on their initial investments while delivering our extremely
high quality portfolio to one of the premier owner/operators in
our sector.  We look forward to working closely with Developers
Diversified's management throughout the transition process."

Following the merger, Developers Diversified will own or manage
over 800 shopping centers in 45 states, plus Puerto Rico and
Brazil, comprising 162 million square feet.

Completion of the transaction, which is expected to occur in the
first quarter of 2007, is subject to approval of the merger
agreement by IRRETI shareholders and other customary closing
conditions described in the merger agreement.  The merger was
unanimously approved by Developers Diversified's Board of
Directors.  The merger was unanimously approved by IRRETI's Board
of Directors, with two related party directors recusing
themselves.

Macquarie Capital Partners LLC is acting as exclusive financial
advisor to Developers Diversified.  Banc of America Securities LLC
is acting as exclusive financial advisor to IRRETI.  Baker &
Hostetler LLP is serving as Developers Diversified's legal
advisers.  Houlihan Lokey Howard & Zukin provided a fairness
opinion to the Board of Directors of IRRETI.  Duane Morris LLP is
serving as IRRETI's legal advisers.

                        About Inland Retail

Inland Retail Real Estate Trust, Inc. is a self-administered and
self-managed real estate investment trust primarily focused on
acquiring, developing and managing community and neighborhood
shopping centers in the eastern United States.  The Company is a
public, non-listed REIT.

                   About Developers Diversified

Developers Diversified Realty Corporation -- http://www.ddr.com/
-- currently owns and manages over 500 retail operating and
development properties in 44 states, plus Puerto Rico and Brazil,
totaling 118 million square feet.  The Company is a self-
administered and self-managed real estate investment trust
operating as a fully integrated real estate company which
acquires, develops and leases shopping centers.


DEVELOPERS DIVERSIFIED: Filing Form S-3 for 3.50% Senior Notes
--------------------------------------------------------------
Developers Diversified Realty Corporation intends to file with the
Securities and Exchange Commission on or about Nov. 6, 2006 a
Registration Statement on Form S-3 for the registration under the
Securities Act of 1933, as amended, of resales of the Company's
previously issued 3.50% Convertible Senior Notes due 2011 and the
common shares, no par value per share, of the Company which may,
under certain circumstances, become issuable upon conversion of
the Notes.

The Notes were originally issued on Aug. 28, 2006; at the same
time a Registration Rights Agreement was entered into among the
Company and the initial purchasers of the Notes, which requires
the Shelf Registration Statement.

In accordance with the Registration Rights Agreement, beneficial
holders of the Registrable Securities that wish to use the Shelf
Registration Statement in connection with a resale of their
Registrable Securities must complete the Selling Security holder
Notice and Questionnaire, copies of which can be obtained by
contacting:

     Joan U. Allgood
     Executive Vice President
     Corporate Transactions and Governance
     Developers Diversified Realty Corporation
     3300 Enterprise Parkway
     Beachwood, OH 44122
     Phone: 216-755-5656
     Fax: 216-755-1656

Developers Diversified Realty Corporation -- http://www.ddr.com/
-- currently owns and manages over 500 retail operating and
development properties in 44 states, plus Puerto Rico and Brazil,
totaling 118 million square feet.  The Company is a self-
administered and self-managed real estate investment trust
operating as a fully integrated real estate company which
acquires, develops and leases shopping centers.


DEVELOPERS DIVERSIFIED: Fitch Holds BB+ Preferred Stock Rating
--------------------------------------------------------------
Fitch Ratings has affirmed Developers Diversified Realty
Corporation's ratings following the company's announcement of the
pending acquisition of Inland Retail Real Estate Trust Inc.:

     DDR

      -- Issuer Default Rating at 'BBB';
      -- Senior unsecured debt at 'BBB';
      -- Preferred stock at 'BB+'.

    JDN Realty Corp.

      -- Unsecured debt at 'BBB'.

The Rating Outlook is Stable.

After completion of the acquisition, DDR will realize an increased
size and geographic foothold, particularly with a focus on higher
population growth markets.  Upon culmination of the acquisition,
DDR will have a large and well-diversified portfolio with over 800
shopping centers in 45 states and Puerto Rico and Brazil.  No
state will constitute over an 11% concentration of total square
footage and the top five will encompass only approximately 44% of
total gross leaseable area.  Fitch believes that the transaction
will be leverage-neutral upon closing or shortly thereafter and
coverage metrics will remain adequate for the rating category.

Management continues to pursue a high-quality portfolio with
reasonably comfortable lease maturity schedules to strong credit
quality anchors and in-line tenants.  While there is a large
amount of secured debt in the IRRETI portfolio today, DDR intends
to pay off the vast majority (over 75%) on the $3 billion of
assets it wholly own on its balance sheet, which should serve to
improve the company's unencumbered asset profile and to further
strengthen financial flexibility going forward.  Historically, the
company has shown a considerable appetite for large acquisitions
and this transaction appears consistent with these others where
management has demonstrated successful integration and shown
improved operating performance.

The ratings do acknowledge that the IRRETI acquisition is a
substantial undertaking for the company that contains inherent
risks such as generating a cohesive transition.  Fitch anticipates
the possibility of modest deterioration in DDR's interest and
fixed-charge coverage and leverage ratios in the near term as the
transaction closes due to the assumption of debt and other
transaction and integration costs.  Moreover, it is noted that
aside from the anticipated additional debt following closing, the
company also has relatively near-term requirements of 30% of
existing debt coming due in the next two years.  However, Fitch is
comfortable with the financing of the transaction and the
company's experience in successfully handling similar situations
in prior acquisitions.

Support for the rating is also derived from the EBITDA (defined as
recurring earnings before interest, taxes, depreciation and
amortization) to interest expense ratio, which was 2.4 times (x)
for the most recent quarter ended June 30, 2006.  Likewise, the
fixed-charge ratio (defined as EBITDA less capital expenditures
and straight line rent adjustments to total interest expense and
preferred dividends) for the company was 1.8x for the most recent
quarter.  With respect to leverage, debt to undepreciated book
capital and debt plus preferred stock to undepreciated book
capital basis was 53.9% and 63.2%, respectively, at quarter-end
June 30, 2006.  Moreover, Fitch estimates the risk-adjusted
capital ratio for the company at 1.15x as of June 30, 2006.  All
of these measures are consistent with the 'BBB' issuer and
unsecured debt rating and are expected to remain within a narrow
range of this level.

Developers Diversified Realty Corporation is a self-administered
Ohio-based real estate investment trust that acquires, develops,
owns, and manages primarily community and neighborhood shopping
centers.  As of June 30, 2006, the company had interests in 465
properties aggregating approximately 115 million square feet of
gross leaseable area located in 44 states.  Pre-merger
announcement, the company had total assets of approximately $7.1
billion, total debt of $4.1 billion, and an undepreciated total
book capital of $7.6 billion.


DHIMANT PATEL: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Dhimant Patel
        1456 Cresthaven Lane
        San Jose, CA 95118

Bankruptcy Case No.: 06-52173

Chapter 11 Petition Date: October 27, 2006

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Charles B. Greene, Esq.
                  84 West Santa Clara Street, Suite 770
                  San Jose, CA 95113
                  Tel: (408) 279-3518
                  Fax: (408) 279-4264

Total Assets: $1,194,759

Total Debts:  $1,290,068

Debtor's Five Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Internal Revenue Service           200 1040 Taxes        $580,400
Stop HQ5420
P.O. Box 99
San Jose, CA 95103

Bank of America                    Charges Incurred       $34,863
P.O. Box 60069                     2004, 2005, 2006
City of Industry, CA 91716

MBNA America                       Charges Incurred       $32,219
P.O. Box 15289                     2004, 2005, 2006
Wilmington, DE 19886

Costco American Express            Charges Incurred       $21,934
P.O. Box 0001                      2004, 2005, 2006
Los Angeles, CA 90096

Golden Bay Federal Credit Union    2006 Hyundai           $18,290
P.O. Box 1449                      Elantra               Secured:
Mountain View, CA 94042                                   $12,300


DORAL FINANCIAL: 10-Q Filing Cues S&P to Remove Ratings from Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services removed from CreditWatch and
affirmed its ratings on Doral Financial Corp., including its 'B+'
counterparty rating.

The ratings had been placed on CreditWatch with negative
implications on April 19, 2005. The outlook is negative.

The rating actions follow Doral's filing of its first and second
quarter 10-Qs on Oct. 23, 2006, which brings it up to date on its
Securities and Exchange Commission filings and eliminates concerns
over the possibility of accelerated debt repayments.

"However, there are still significant problems the new management
team must address," explained Standard & Poor's credit analyst
Michael Driscoll.

"These include the refinancing of $625 million in debt due July
2007, which requires external financing, the high levels of
interest rate risk on the balance sheet, continued legal and
regulatory problems, a decline in mortgage originations, and a
soft local economy, all of which have contributed to poor
financial results," he added.

Indeed, Doral has reported a net loss of $33.8 million for the
first six months of 2006, driven by a deteriorating net interest
margin (NIM), losses associated with unwinding various mortgage
transactions, and declines in mortgage loan and IO valuations.

Furthermore, expenses remain elevated as management works through
restatement costs, legal costs, and severance costs as it
rationalizes the business.

Further rationalization is needed, as Doral's efficiency ratio was
162% for the first six months of 2006.

Despite all of the negative news surrounding Doral over the past
year and half, the brand itself remains strong.  Doral has more
than 500,00 customers, but each customer uses only slightly more
than one product on average.

Clearly, there are significant cross-selling opportunities, a goal
management intends to pursue.

The negative outlook reflects our concerns regarding the
refinancing of the $625 million in debt due July 2007 and the
uncertainty surrounding the timing and probability of core
profitability to rebound.

At this point in time, Doral intends to refinance the July 2007
senior debt and execution will depend on the market conditions at
that time and the progress Doral has made in its restructuring
initiatives.

If Doral continues to post operating losses and its core mortgage
franchise languishes, the ratings could be lowered.  However, if
Doral returns to profitability, the ratings could stabilize or
even be raised depending on the extent of the improvement in
financial performance.


DOUGLAS HAN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: Douglas S. Han
         Amy M. Han
         dba 4th Ave Gas & Deli
         1430 West Casino Road, Suite 323
         Everett, WA 98204

Bankruptcy Case No.: 06-13778

Chapter 11 Petition Date: October 26, 2006

Court: Western District of Washington (Seattle)

Judge: Philip H. Brandt

Debtors' Counsel: Raymond G. Sandoval, Esq.
                  RGS Legal
                  801 Pine Street, Suite 100
                  Seattle, WA 98101-1811
                  Tel: (206) 343-4465
                  Fax: (206) 343-4467

Total Assets: $2,225,318

Total Debts:  $2,145,404

Debtors' 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Bank of America                    Business Debt          $70,000
P.O. Box 21848
Greensboro, NC 27420

MBNA Visa (BOA)                    Business Debt          $47,717
P.O. Box 37271
Baltimore, MD 21297

Monogram Bank - North America      Credit Card            $47,717
P.O. 17054
Wilmington, DE 19884

U.S. Bank/NA ND                    Check Credit           $45,169
4325 17th Avenue South
Fargo, ND 58125

Advanta Bank Corp.                 Business Debt          $15,029
P.O. Box 8088
Philadelphia, PA 19101-8088

Yunkyung Cho                       Personal Debt          $10,000

Amex                               Business Debt           $9,470

Bank of America                    Credit Card             $8,260

Leslie Clay Terry, III             Attorney and Legal      $7,256

GM Chase Mastercard                Business Debt           $6,900

Nordstrom FSB                      Credit Card             $4,393

Norstrom Visa                      Consumer Debt           $4,305

Ferrell Gas                        Business Debt           $1,965

Evergreen Environmental Service    Business Debt             $910

City of Everett                    Back Taxes                  $1

Snoqualmie Finance Department      Business Debt               $1

Snohomish County Treasurer         Back Taxes                  $1

Verizon Northwest                  Other                       $1

Verizon Northwest Inc.             Other                       $1

Wfnnb/Express Structure            Charge Account              $1


DOV PHARMACEUTICAL: May File for Bankruptcy to Improve Liquidity
----------------------------------------------------------------
DOV Pharmaceutical Inc. said it is exploring initiatives to
improve liquidity and that it may be forced to seek protection
under United States bankruptcy laws, Reuters reports.

According Reuters, the company plans to initiate discussions with
major stakeholders regarding strategic alternatives, which include
a consensual restructuring of capital structure.

                     NASDAQ Delisting Notice

DOV Pharmaceutical has received notification that the NASDAQ
Listing Qualifications Panel has determined to delist the
company's securities, effective at the open of business on
Oct. 27, 2006.  The delisting according to NASDAQ is a result of
the company's failure to meet the minimum market value of listed
securities requirement for continued listing.

As a result of the delisting, the company is obligated to
repurchase its 2.50% convertible subordinated debentures, due
2025, on or prior Nov. 11.  However, the company said it currently
does not have the capital to repurchase the $70 million
debentures, Reuters relates.

DOV Pharmaceutical Inc. is a biopharmaceutical company focused on
the discovery, acquisition and development of novel drug
candidates for central nervous system disorders.  The Company's
product candidates address some of the largest pharmaceutical
markets in the world including depression, pain and insomnia.


DURA AUTOMOTIVE: U.S. and Canadian Operations File for Chapter 11
-----------------------------------------------------------------
DURA Automotive Systems Inc.'s U.S. and Canadian subsidiaries
filed yesterday, Oct. 30, 2006, for protection under Chapter 11 of
the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for the
District of Delaware.  DURA's European and other operations
outside the U.S. and Canada, accounting for approximately 51% of
DURA's revenue, are not part of the filing.

DURA's decision to pursue reorganization under Chapter 11 came
after evaluating all options to restructure its balance sheet to
reduce the company's indebtedness and interest expense.  DURA
elected to pursue a restructuring under court protection as it
will facilitate both a financial restructuring and ongoing
operational restructuring, the successful implementation of which
will help DURA overcome current financial and industry pressures
and position the company for long-term success.

                           DIP Financing

As part of the filing, DURA has arranged for approximately
$300 million in Debtor-in-Possession financing from Goldman Sachs,
GE Capital, and Barclays, which will be used by DURA to fund
normal business operations and continue its operational
restructuring program initiated in February 2006.

The company has requested, and expects to receive, permission from
the Court to pay employee salaries, wages and benefits.  DURA has
also asked for authority to pay certain critical pre-petition
vendor claims and will continue to pay its post-petition
obligations in the ordinary course of business.  DURA said the
steps it is taking would help ensure continuity of supply to
customers.

"With industry conditions tightening further, we concluded that
our capital structure is no longer appropriate," chairman and
chief executive officer of DURA Automotive Systems Larry Denton
said.

"The Chapter 11 process will enable us to work with our creditors
on a plan that will reduce our debt burden and align the business
to meet the challenges of tomorrow's automotive marketplace.

"The entire North American automotive supply industry is at an
extremely difficult juncture," Mr. Denton continued.

"Pursuing a financial reorganization under court protections is
the prudent course of action and positioning us for long-term
sustainability.  This is in the best interest of our employees,
customers, vendors, and other business partners."

DURA said the accelerating deterioration of the North American
automotive industry, in particular, further production cuts by the
major U.S. OEMs and the escalating cost of raw materials,
adversely affected DURA's cash position prior to the filing.  The
DIP financing will improve DURA's liquidity, providing the company
with sufficient working capital to continue normal operations and
fund its turnaround.

In February 2006, DURA initiated an operational restructuring
program, focused on improving quality, lowering production costs,
increasing EBITDA and rightsizing the business to account for
capacity reductions.  The operational restructuring program is
generating improvements today and will continue to generate
additional improvements throughout the bankruptcy process.

"Once our operational and financial programs are complete, we
believe that DURA will have improved its competitive position in
the automotive supply market, combining best-in-class quality with
best-in-cost production through our global lean-manufacturing
footprint," Mr. Denton said.

"DURA plans to continue to serve customers with innovative,
competitively priced products that meet the highest standards of
quality today and into the future."


                   About DURA Automotive Systems

Rochester Hills, Mich.-based DURA Automotive Systems, Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry. The company is also a leading supplier of similar
products to the recreation vehicle and specialty vehicle
industries. DURA sells its automotive products to every North
American, Japanese and European original equipment manufacturer
and many leading Tier 1 automotive suppliers.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2006,
Moody's Investors Service lowered the Probability of Default
rating of Dura Automotive Systems Inc. to D from Caa3.

As reported in the Troubled Company Reporter on Oct. 18, 2006,
Standard & Poor's Ratings Services lowered the corporate credit
rating of Dura Automotive Systems Inc. and its subsidiary, Dura
Operating Corp., to 'D' from 'CCC'.


DURA AUTOMOTIVE: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Dura Automotive Systems, Inc.
             aka Dura Automotive Holdings, Inc.
             aka MC Holding Corp.
             2791 Research Drive
             Rochester Hills, MI 48309-3575

Bankruptcy Case No.: 06-11202

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
   Dura Operating Corp.                          06-11203
   Adwest Electronics Inc.                       06-11204
   Atwood Automotive, Inc.                       06-11205
   Atwood Mobile Products, Inc.                  06-11206
   Automotive Aviation Partners, LLC             06-11207
   Creation Group Transportation, Inc.           06-11208
   Creation Group, Inc.                          06-11209
   Creation Windows, Inc.                        06-11210
   Creation Windows, LLC                         06-11211
   Creation Group Holdings, Inc.                 06-11212
   Dura Aircraft Operating Company, LLC          06-11213
   Dura Automotive Systems Cable Operations Inc. 06-11214
   Dura Automotive Systems of Indiana, Inc.      06-11215
   Dura Brake Systems, L.L.C.                    06-11216
   Dura Cables North LLC                         06-11217
   Dura Cables South LLC                         06-11218
   Dura Fremont L.L.C.                           06-11219
   Dura Gladwin L.L.C.                           06-11220
   Dura Global Technologies, Inc.                06-11221
   Dura G.P.                                     06-11222
   Dura Mancelona L.L.C.                         06-11223
   Dura Services L.L.C.                          06-11224
   Dura Shifter L.L.C.                           06-11225
   Dura Spicebright, Inc.                        06-11226
   Kemberly, Inc.                                06-11227
   Kemberly, LLC                                 06-11228
   Mark I Molded Plastics of Tennessee, Inc.     06-11229
   Patent Licensing Clearinghouse L.L.C.         06-11230
   Spec-Temp, Inc.                               06-11231
   Trident Automotive, L.L.C.                    06-11232
   Trident Automotive, L.P.                      06-11233
   Universal Tool & Stamping Company, Inc.       06-11234
   Dura Automotive Canada ULC                    06-11235
   Dura Automotive Systems (Canada), Ltd.        06-11236
   Dura Canada LP                                06-11237
   Dura Holdings Canada LP                       06-11238
   Dura Holdings ULC                             06-11239
   Dura Ontario, Inc.                            06-11240
   Dura Operating Canada LP                      06-11241
   Trident Automotive Canada Co.                 06-11242
   Trident Automotive Limited                    06-11243

Type of Business: The Debtors design and manufacture driver
                  control systems, seating control systems,
                  glass systems, engineered assemblies,
                  structural door modules, and exterior trim
                  systems for the global automotive industry.
                  The Debtors also supplies similar products
                  to the recreation vehicle and specialty vehicle
                  industries.  The Debtors sell their automotive
                  products to every North American, Japanese, and
                  European original equipment manufacturer and
                  many leading Tier 1 automotive suppliers.
                  See http://www.DURAauto.com/

Chapter 11 Petition Date: October 30, 2006

Court: District of Delaware

Judge: Kevin J. Carey

Debtors' Lead
Counsel:          Richard M. Cieri, Esq.
                  Marc Kieselstein, Esq.
                  Roger James Higgins, Esq.
                  Ryan Blaine Bennett, Esq.
                  Kirkland & Ellis LLP
                  200 East Randolph Drive
                  Chicago, IL 60601-6636
                  Tel: (312) 861-2000
                  Fax: (312) 861-2200

Debtors'
Co-Counsel:       Mark D. Collins, Esq.
                  Daniel J. DeFranseschi, Esq.
                  Jason M. Madron, Esq.
                  Richards Layton & Finger, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 651-7575
                  Fax: (302) 498-7575

Debtors' Special
Counsel:          Baker & McKenzie

Debtors'
Conflicts
Counsel:          Togut, Segal & Segal LLP

Debtors'
Investment
Banker:           Miller Buckfire & Co., LLC

Debtors'
Financial
Advisor:          Glass & Associates Inc.

Debtors'
Notice, Claims
and Balloting
Agent:            Kurtzman Carson Consultants LLC

Debtors'
Corporate
Communications
Consultants:      Brunswick Group LLC

Financial Condition as of July 2, 2006:

      Total Assets: $1,993,178,000

      Total Debts:  $1,730,758,000

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
U.S. Bank Trust Services         9% Senior Subd.   $523,530,000
60 Livingston Ave. EP-MN-WS3C    Notes
St. Paul, MN 55107
Attn: Richard Prokosch
Tel: (651) 495-3918
Fax: (651) 495-8097


BNY Midwest Trust Company        8.625% Senior     $400,000,000
2 N LaSalle Street, Suite 1020
Chicago, IL 60602
Attn: Roxanne J. Ellwanger
Tel: (312) 827-8574
Fax: (312) 827-8542

JP Morgan Trust Company          7.5% Convertible   $55,205,000
Institutional Trust Service
227 West Monroe, Suite 2600
Chicago, IL 60606
Attn: Sharon K. McGrath
Tel: (402) 496-1960
Fax: (402) 496-2014

Johnson Electric North America   Trade               $3,258,156
47660 Halyard Drive
Plymouth, MI 48101
Attn: Jessi Lamb
      Doug Eberle
      Doug Stange
Tel: (734) 392-5451
Fax: (734) 392-5480
     (734) 392-5388
     (734) 392-5386

ACH Glass                        Trade               $2,200,817
17333 Federal Drive, Suite 230
Allen Park, MI 48101
Attn: Dave Thompson
      Steve Ewing
Tel: (313) 755-3735
Fax: (313) 755-2285

HS Spring Group                  Trade               $1,969,900
25 Worchester Road
Toronto, ON M9W IK9
Canada

3805 Business Park Drive
Louisville, KY 40213
Attn: Kerry Pursley
      Paul Law
      Pamella Collins
Tel: (416) 675-9072
Fax: (416) 675-9074

Ready Rivet and Fastener Ltd.    Trade               $1,877,979
170 Hollinger Crescent
Kitchner, ON N2K 2Z3
Canada
Attn: Dan Collins
Tel: (519) 745-6119
Fax: (519) 745-9453

ACH Vidriocar                    Trade                 $837,881
Calle Miguel Calalan
# 420 Parque
Industrial Rio Bravo
Juarez, Chihuahua 32700
Mexico
Attn: Armando Galindo
Tel: (526) 566-295-153
Fax: (595) 021-501-617


MakSteel                         Trade                 $949,700
7615 Torbram Road
Mississauga, ON L4T 4A8
Canada
Attn: Norm Trudeau
      Bill Cooke
Tel: (905) 671-3000 x 2255
Fax: (905) 673-4976

Thompson IG LLC                  Trade                 $782,031
3196 Thompson Road
Fenton, MI 48430
Attn: Chris DeSonia
      Debbie Schultz
Tel: (810) 629-9558
Fax: (810) 629-0041

Fastco Industries Inc.           Trade                 $623,113
2685 Mullins Avenue NW
P.O. Box 141427
Grand Rapids, MI 49544
Attn: Craig Gill
      Marti Archibald
Tel: (616) 453-5428
Fax: (616) 791-0481

Astro Shapes Inc.                Trade                 $581,593
65 Main Street
P.O. Box 2
Struthers, OH 44471
Attn: Terri Michaud
      Alison Ritchie
Tel: (330) 755-1414
Fax: (330) 755-3641

Technical Services Inc.          Trade                 $540,704
57006 241st Street
Ames, IA 50010
Attn: Martin Simpson
Tel: (525) 232-3188
Fax: (515) 232-2953

Young Technology Inc.            Trade                 $527,091
332 Commerce Drive
Carol Stream, IL 60188
Attn: Eric Luhrs
      John Wenstrup
Tel: (630) 690-4320 ext. 20
Fax: (630) 690-9487

Royal Plastics Inc.              Trade                 $525,362
3765 Quincy Street
Hudsonville, MI 49426
Attn: Perry Franco
Tel: (616) 667-4155
Fax: (616) 896-0290

Worthington Steel                Trade                 $500,232
200 Old Wilson Bridge Road
Columbus, OH 43085
Attn: Tom Grabowski
      John Cummings
Tel: (614) 438-3210
Fax: (614) 840-3706

Camcar Textron CDN               Trade                 $495,869
87 Disco Road
Rexdale, ON M9W 6K2
Canada
Attn: Andrew Chubb
      Brian Erickson
Tel: (800) 268-4806
Fax: (416) 675-3762

White Rogers                     Trade                 $463,291
P.O. Box 93638
Chicago, IL 60673
Attn: Debbie Schmidt
Tel: (870) 793-3855
Fax: (870) 793-1822

Kilbank Metal Turning &          Trade                 $460,115
Forming Inc.
4 Barrie Boulevard
St. Thomas, ON N5P 4B9
Canada
Attn: Donna Dyson
      Steve Smith
Tel: (519) 631-4470
Fax: (519) 631-3152

PPG Industries                   Trade                 $441,408
One PPG Place
Pittsburgh, PA 15272
Attn: Karen Blaylock
      Jason Skeen
Tel: (412) 434-3131
Fax: (419) 526-7487

AGC Automotive Americas          Trade                 $426,018
1 Auto Glass Drive
P.O. Box 5000
Elizabethtown, KY 42701
Attn: Darryl Mezigian
Tel: (248) 324-5062
Fax: (270) 769-8295

Sturgis Molded Products          Trade                 $406,473
70343 Clark Street
P.O. Box 246
Sturgis, MI 49091
Attn: Rejean Schragg
      Pam Kain
Tel: 1-800-572-1786
Fax: (269) 651-4072

Freedom Technologies Corp.       Trade                 $373,596
10370 Citation Drive, Suite 200
Brighton, MI 48116
Attn: John Piatek
Tel: (810) 227-3737
Fax: (810) 227-3909

Carthage Wire Mill               Trade                 $358,129
1225 East Central Avenue
Carthage, MO 64836
Attn: Christian Lupo
Tel: 1-800-527-1786
Fax: (314) 567-7334

Indalex Aluminum Solutions       Trade                 $353,787
75 Tri-State International
Suite 450
Lincolnshire, IL 60069
Attn: Pat Wooley
      Connie Shinuald
Tel: (866) 576-0146
Fax: (847) 295-3851

McLaughlin Metal Sales Co.       Trade                 $338,998
12898 Pennridge Drive
Bridgeton, MO 63044
Attn: Wilson Allee
      Dan Gutos
Tel: (314) 567-8585
Fax: (314) 567-7334

Orchid Automation                Trade                 $338,005
331 Alden Road
Markham, ON L3R3L4
Canada
Attn: Darrell Corkum
Tel: (615) 661-4300
Fax: (615) 661-4359

Ford Motor Company               Trade                 $337,542
P.O. Box 6248
Dearborn, MI 48126
Attn: Steve Martin
      Jennifer Zinn
Tel: (313) 322-3000 ext. 9798
Fax: (313) 845-4089

SAIA - Burgess North America     Trade                 $336,283
801 Scholz Drive
Vandalia, OH 45377
Attn: Ron Rogers
      Chris Mullins
Tel: (937) 454-2345
Fax: (937) 898-8624

Pilkington-Clinton Plant         Trade                 $332,499
11700 Tecumseh-Clinton Road
Clinton, MI 49236
Attn: Terrance Gallagher
      Pat Gallagher
Tel: (517) 456-2167
Fax: (517) 456-4242


EDUCATE INC: Moody's Places Ba3 Rated $159 Mil. Term Loan on Watch
------------------------------------------------------------------
Moody's Investors Service puts the long-term debt ratings of
Educate Inc. and the ratings on the senior secured credit
facilities of Educate Operating Company LLC on review for possible
downgrade.

These ratings are affected:

   * Educate, Inc.

     -- The B1 rated Corporate Family Rating.

   * Educate Operating Company, LLC

     -- $30 million senior secured revolving credit facility due
        2009 rated Ba3, LGD2, 24%;

     -- $159 million senior secured term loan B due 2012 rated
        Ba3, LGD2, 24%.

The review is prompted by the company's weakening cash generation
and earnings, which arose in part due to the company's acquisition
of a substantial number of franchise centers and the resulting
need for incremental training and retention programs for learning
center managers.

The review will also address indications of reduced lead
generation attributable to prior advertising and marketing
campaigns, the potential loss of operational focus as the company
considers the proposed management buyout announced on September
25, 2006 and, also, the likelihood that additional indebtedness
would be assumed by the company if this or a similar transaction
takes place.

As of June 30, 2006, of the $30 million revolving credit facility,
about $17 million was available to the company net of $12 million
in advances and $1 million in outstanding letters of credit.
Revolver advances have since been repaid.

Moody's expects the company to seek covenant modifications to
ensure continued orderly access to the revolver.

Educate Operating Company, LLC, is the operating subsidiary of
Educate Inc.  The company, headquartered in Baltimore, Maryland,
is a leading education services company for students ranging from
pre-kindergarten through high school.

Its portfolio of brands includes:

     -- Sylvan Learning Centers, which provides customized
        supplemental, remedial and enrichment programs in
        reading, writing and mathematics;

     -- Hooked on Phonics, which delivers early reading, math and
        study skills programs; and,

     -- Catapult Learning, a leading provider of educational
        services to public and non-public schools.

Educate had revenue of $327 million for the twelve months ended
Sept. 30, 2006.


ENTERGY NEW ORLEANS: U.S. Trustee Amends Committee Membership
-------------------------------------------------------------
Asplundh Tree Expert Co., represented by Joseph P. Dwyer, has
resigned from the Official Committee of Unsecured Creditors in
Entergy New Orleans, Inc.'s Chapter 11 case.

R. Michael Bolen, the United States Trustee for Region 5,
appointed NRG Power Marketing, Inc., to replace Asplundh in the
Committee.  The Committee is now comprised of:

       (1) Apache Corporation
           Attn: Roxanne Armstrong
           2000 Post Oak Blvd.
           Houston, Texas 77056-4400
           Tel: (713) 296-6501
           Fax: (713) 296-6501

       (2) Western Gas Resources, Inc.
           Attn: Brian Jeffries
           1099 - 18th Street, Suite 1200
           Denver, Colorado 80202
           Tel: (303) 452-5603
           Fax: (303) 457-9748

       (3) NRG Power Marketing, Inc.
           Attn: Jeffrey M. Baudier
           112 Telly Street
           New Roads, Louisiana 70760

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: Court Dismisses Request for August Tax Payment
-----------------------------------------------------------
Entergy New Orleans Inc. and Entergy Services Inc. informed the
U.S. Bankruptcy Court for the Eastern District of Louisiana that
their entry of stipulations relating to ESI's refund of the August
Franchise Fee and Taxes have rendered moot ENOI's motion for
authority to pay certain taxes and franchise fees owed to the City
of New Orleans.

At the parties' behest, the Court dismisses the Motion.

               ESI to Refund August Tax Payment

Before it filed for bankruptcy, the Debtor owed a $1,096,711
consumer use tax payment to the City of New Orleans, Louisiana,
for the period of August 2005.

On Sept. 15, 2005, ESI issued a check to the City of New Orleans
on behalf of ENOI in payment for the $1,096,711 August Tax
Payment.  The check was delivered on behalf of ENOI to the City on
September 19, 2005, but the City did not cash the check until
after the Petition Date.

ENOI subsequently reimbursed ESI for the August Tax Payment on
October 5, 2005.  The reimbursement occurred during the confusion
and emergency events surrounding Hurricane Katrina, the
displacement of Entergy personnel from their offices, and the
difficulties of accessing bank and accounting records.

Notwithstanding that the Debtors filed a motion seeking approval
of ENOI's payment of the August Tax Payment, ENOI has made a
demand on ESI to refund the October 5 payment.

ENOI and ESI eventually negotiated a stipulation, which the Court
subsequently approved.

Under the stipulation, the parties agreed that:

   (1) ENOI will withdraw the portion of the Motion relating to
       the August Tax payment;

   (2) ESI will agree to the entry of a judgment refunding ENOI
       for the amount of the $1,096,711 August Tax Payment, plus
       interest accruing from October 5, 2005, through the date
       of payment calculated at the rate charged under the DIP
       Credit Agreement;

   (3) ENOI will reserve all of its rights, claims and causes of
       action, which it may have as a result of the refund of the
       August Tax Payment to ENOI; and

   (4) ESI will have until 30 days from the date of the Court's
       order approving the stipulation to file a proof of claim
       for the amount of the August Tax Payment reserving to ENOI
       and any party-in-interest all rights to object to the
       claim except as to the timeliness of the filing.

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)


FIRST BANCORP: Fitch Puts Low-B Ratings on Negative Watch
---------------------------------------------------------
Fitch Ratings has placed First Bancorp's long-term issuer default
ratings 'BB' and Individual ratings 'C/D' on Rating Watch
Negative.

At the same time, Fitch is affirming the ratings of FBP's
subsidiary, FirstBank of Puerto Rico at 'BB' and 'B',
respectively.  The bank's Rating Outlook is Negative.

In December 2005, FBP liquidated certain securities at the parent
to make a capital contribution to the bank.  While this had a
positive effect of restoring capital ratios at the bank, it
depleted a substantial portion of liquid assets at the parent.
The weakened liquidity profile is exacerbated by the requirements
for dividend approval by regulators.  Positively, FBP has enhanced
its liquidity contingency planning at the parent.  As part of the
regulatory agreement in place, FBP submitted a written plan to
provide for the maintenance of an adequate liquidity position,
including establishing appropriate liquidity measures at the
parent, and maintenance of sufficient liquidity to meet
commitments and unanticipated needs.  While further enhancement is
needed, the increase in capital ratios, and continued dividend
approval from regulators evidences that FBP is making progress and
meeting current needs.  Fitch will closely monitor the progress of
enhancing parent company liquidity in the near term to resolve the
Negative Rating Watch.

Ratings reflect outstanding restated financials, an ongoing
investigation by the Securities and Exchange Commission, the
formal regulatory agreements in place, shareholder lawsuits, and
weaker financial performance.  At the same time, the company has
made progress as it continues to navigate through its accounting
problems.  FBP recently filed its restated financials for 2000-
2004, and has achieved some success in addressing the reduction of
the mortgage-related transactions with Doral Financial Corporation
and R & G Financial.  In May, FBP recovered $2.4 billion of its
$2.9 billion loan to Doral, largely addressing the bank
regulators' concern of the single borrower concentration risk to
Doral.  The company continues to work with both Doral and R&G in
reducing remaining balances.

Beyond accounting-related problems, the company's financial
performance has been substantially weakened.  Elevated expenses
associated with restatement, legal issues and contingency costs
are also squeezing profitability.  While some of these expenses
should be nonrecurring in nature, core earnings are still
estimated to be fairly weak. Margin contraction is also pressured
by a levered balance sheet, the rate differential on its interest
rate swaps which are Libor-based, and the loss of interest income
from the repayment of Doral loans which were floating rate assets.
A slower local economy will also likely keep earnings under
pressure.

Resolution of the Negative Outlook will focus on the ongoing
challenges of managing through the accounting, funding and
financial aspects related to the mortgage transactions.  A return
to a Stable Rating Outlook will likely not precede the conclusion
of the audited financials, SEC investigation, settlement of
lawsuits and regulatory agreements, and the expectation of a
period of steady state performance.

These ratings have been placed on Rating Watch Negative:

  First BanCorp

     -- Long-term IDR at 'BB';
     -- Individual at 'C/D'.

These ratings have been affirmed with a Negative Outlook:

  First BanCorp

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

  FirstBank Puerto Rico

     -- Long-term IDR at 'BB';
     -- Long-term deposit obligations at 'BB+';
     -- Short-term deposit obligations at 'B';
     -- Short-term at 'B';
     -- Individual at 'C/D';
     -- Support at '5'.


FIRST MERCURY: Moody's Withdraws B2 Rating on Sr. Notes Due 2012
----------------------------------------------------------------
Moody's Investors Service reported that it has affirmed the Baa3
insurance financial strength rating of First Mercury Insurance
Company following the initial public offering of its parent, First
Mercury Financial Corporation.

In the same action, Moody's has withdrawn the B2 rating on the
$65 million senior notes issued by First Mercury Holdings, Inc. as
the notes were redeemed following the initial public offering.

Moody's has also assigned a long-term issuer rating of Ba3 to FMR
and the outlook for the ratings is stable.

On October 18, 2006, FMR completed its initial public offering and
used part of the proceeds to redeem the senior notes originally
issued by First Mercury Holdings, Inc., an upstream holding
company, in August 2005.

As part of the IPO transaction, First Mercury Holdings was merged
into First Mercury Financial Corporation, the intermediate holding
company.

The proceeds from the IPO were also used to redeem the convertible
preferred stock held by Glencoe Capital and to repurchase shares
from Glencoe, who now owns approximately 11% of outstanding shares
following the IPO.  Glencoe Capital is a private equity firm who
had been the controlling shareholder of First Mercury Financial
Corporation prior to the IPO.

Moody's reported that First Mercury's ratings reflect the
company's established position in providing general and
professional liability insurance for the security industry, its
modest catastrophe exposure, and the strong profit margins and
significant cash flows of its unregulated subsidiaries.

These strengths are offset by the challenges associated with being
a new publicly-traded company, which include compliance with
Section 404 of the Sarbanes-Oxley Act by year-end 2007 and
implementation of a new corporate governance framework.

Further, First Mercury's ratings also contemplate risks associated
with recent growth, in light of the cyclicality inherent in the
excess and surplus lines marketplace and the company's focus on
medium-tail casualty business -- which results in uncertainty with
respect to the adequacy of loss reserves.

At present, these uncertainties, along with the company's modest
scale, outweigh the benefits of an improved financial leverage
profile.

The rating agency noted, however, that several factors could place
positive pressure on the ratings including:

   (a) marked progress toward Section 404 compliance and an
       independent Board of Directors; and,

   (b) evidence that recent growth has been profitable.

In addition, an enduring commitment to an adjusted financial
leverage profile below 40%, together with ROEs above 10%, would be
needed to move the rating higher.

Conversely, these factors would put downward pressure on the
ratings:

   -- combined ratio greater than 95%;

   -- adverse reserve development on prior years' losses in
      excess of 7% of carried reserves; and,

   -- operating leverage above 1.3x.

The last rating action on First Mercury occurred on August 2005
when Moody's assigned a B2 rating to the $65 million senior notes
issued by First Mercury Holdings and a Baa3 insurance financial
strength rating to First Mercury Insurance Company.

These are the rating actions:

   * First Mercury Insurance Company

     -- insurance financial strength affirmed at Baa3.
   ` -- Outlook is stable

   * First Mercury Financial Corporation

     -- long-term issuer rating at Ba3.
     -- Outlook is stable

   * First Mercury Holdings, Inc.

     -- senior floating rate notes due 2012 at B2 withdrawn.

First Mercury Financial Corporation, headquartered in Southfield,
Michigan, is the holding company for two insurance operating
companies CoverX Corporation and ARPCO Group.  Its insurance
subsidiaries provide specialty insurance products and services to
the excess and surplus lines market in the United States, with
particular expertise in the security industry.


FOAMEX INTERNATIONAL: Schulte Roth Represents Ad Hoc Committee
--------------------------------------------------------------
Pursuant to Rule 2019(a) of the Federal Rules of Bankruptcy
Procedure, Adam C. Harris, Esq., at Schulte Roth & Zabel LLP, in
New York, discloses that his firm represents the Ad Hoc Committee
of the holders of Foamex International Inc. and its debtor-
affiliates' 10-3/4% Senior Secured Notes due April 1, 2009.

Foamex L.P., and Foamex Capital Corporation issued the 10-3/4%
Senior Secured Notes under an Indenture dated March 25, 2002, with
the U.S. Bank National Association, as trustee.

The Senior Noteholders Committee's members are:

   (a) Basso Capital,
   (b) Cerdarview Capital Management, LP,
   (c) Chilton Investment Company, Inc.,
   (d) Credit Suisse First Bolton,
   (e) Goldman Sachs & Co.,
   (f) Jefries & Company, Inc.,
   (g) Murray Capital Management, Inc.,
   (h) Northeast Investors,
   (i) Plainfield Asset Management LLC,
   (j) Quadrangle,
   (k) Rockview Capital,
   (l) TQA Investors, LLC, and
   (m) Venor Capital Management LP.

Mr. Harris states that as of Oct. 24, 2006, the aggregate
principal amount of Senior Secured Notes held or managed by the
Senior Noteholders Committee is approximately $200,000,000.  The
aggregate principal amount of all the Senior Secured Notes
outstanding is $300,000,000.

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: Trade Creditors Sell 39 Claims
----------------------------------------------------
In September 2006, the Clerk of the U.S. Bankruptcy Court for the
District of Delaware recorded 39 claim transfers in Foamex
International Inc. and its debtor-affiliates' Chapter 11 cases.

Among the largest claim transfers for September 2006 are:

Transferor                       Transferee            Claim Amt.
----------                       ----------            ----------
Anatomic Concepts Inc.           Argo Partners          $10,195
Chemical Distributors Inc.       Argo Partners           29,366
Corry Area Industrial Denvel     Revenue Management       6,496
Ernest Paper Products, Inc.      Argo Partners           10,487
Greenfield Research Inc.         Argo Partners            8,065
Imex Vinyl Packaging             Argo Partners           13,980
Jam Fire Protection              Argo Partners            5,693
Klett Rooney Lieber & Schorling  Argo Partners            6,052
Leland R. Yoss & Shirley J.      Argo Partners          169,962
Logical Systems Inc.             Argo Partners            7,273
Luis Ponce                       ASM Capital, L.P.      131,255
MTM De Mexico                    Argo Partners            8,800
Recticel NV                      Argo Partners           19,560
Staffmark, Inc.                  Revenue Management      60,772
The Holland Group                Argo Partners           11,257
True Form Manufacturing          Argo Partners           14,532

The claim transfers were filed by:

  * Adam Moskowitz on behalf of ASM Capital LP
    22 Jennings Lane
    Woodbury, NY 11797

  * Matthew Gold on behalf of Argo Partners
    12 West 37th Street, 9th Floor
    New York, NY 10018

  * Robert Minkoff on behalf of Revenue Management
    One University Plaza, Suite 312
    Hackensack, NJ 07601

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)


FOCUS CORP: S&P Rates Proposed CDN$195 Million Secured Debts at B-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' long-term
corporate credit rating to Edmonton, Alta.-based Focus
Corporation.

At the same time, Standard & Poor's assigned its 'B-' rating, with
a recovery rating of '3', to Focus' proposed six-year
CDN$165 million secured term loan B and CDN$30 million five-year
secured revolving credit facility (unfunded at close).

The '3' recovery rating reflects the expectation of meaningful
recovery (50%-80%) of principal in a payment default scenario.
The outlook is stable.

"The ratings on Focus Corporation reflect the company's
aggressively leveraged balance sheet following the proposed bank
financing, highly cyclical business environment, geographic
concentration, and dependence on nonrecurring project work for
revenues," Standard & Poor's credit analyst Jamie Koutsoukis said.

"Although the current market demand for both the company's
geomatics and engineering services is very strong, the more than
100% leveraging of Focus' balance sheet will reduce the company's
flexibility to sustain itself during a downturn as its financial
commitments have increased significantly," Ms. Koutsoukis added.

Focus provides a range of engineering, geomatics, planning, and
project management services to clients involved in oil and gas,
oil sands, infrastructure, land development, and environmental
projects in western Canada.

Focus provides these services through two divisions: Geomatics
Energy Services and Intec Engineering Services.

Geomatics primarily provides land surveying and mapping to oil and
gas companies, while Intec provides engineering services to public
and private customers.

The company is securing bank funding and will use the proceeds of
the proposed term loan facilities to fund two acquisitions,
refinance existing debt, and pay a dividend to existing
shareholders.

The stable outlook reflects Standard & Poor's expectation that the
company will continue to benefit from high oil prices and strong
demand for both its geomatics and engineering services.

Although the company will be 100% leveraged, Focus should be able
to meet its interest and operating obligations and complete some
debt reduction.

An outlook revision to positive or an upgrade would be dependent
on Focus demonstrating significant debt reduction and an overall
strengthening of its coverage and leverage metrics.  Conversely, a
negative ratings action could occur if the company was to see a
decline in demand for its services and a subsequent weakening of
its financial profile.


FORD MOTOR: Closes Production at Atlanta Assembly Plant
-------------------------------------------------------
Production ended at Ford Motor Company's Atlanta Assembly Plant on
Friday, Oct. 27, at 7 a.m. when the company produced its last Ford
Taurus.

Ford produced 7.5 million Taurus units since the sedan was
introduced in 1985.  From 1992 to 1996, Taurus was the best-
selling car in the United States.  Its peak year was 1992 with
409,751 units sold.  Ford produced Taurus at two assembly plants -
Atlanta and Chicago - until 2004 when Chicago Assembly began
production of Ford Five Hundred, Freestyle and Mercury Montego.

The Atlanta Assembly opened in 1947 and built a variety of
historical models including the light trucks, Ford Fairlane,
Fairmont, Falcon, Galaxie, Grananda, LTD, Rachero, Torino,
Thunderbird, Marquis, Sable and Taurus.

For the past five years Atlanta Assembly has ranked among the top
10 most productive assembly plants in North America, as reported
by Harbour Consulting.  In the 2005 report, Atlanta ranked number
one in productivity.

Atlanta Assembly employed 1,950 workers, including 1,800 hourly
and 150 salaried. The hourly employees, like all UAW-represented
Ford employees in the U.S., can select among eight separation,
educational and retirement packages.

                        About Ford Motor

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

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 24, 2006,
Standard & Poor's Ratings Services placed its 'B' senior unsecured
debt issue ratings on Ford Motor Co. on CreditWatch with negative
implications.  At the same time, S&P affirmed all other ratings on
Ford, Ford Motor Credit Co., and related entities, except the
rating on Ford Motor Co. Capital Trust II 6.5% cumulative
convertible trust preferred securities, which was lowered to 'CCC-
' from 'CCC.'

At the same time, Fitch Ratings placed Ford Motor's 'B+/RR3'
senior unsecured debt on Rating Watch Negative reflecting Ford's
intent to raise secured financing that would impair the position
of unsecured debt holders.  Under Fitch's recovery rating scenario
it was estimated that unsecured holders would recover
approximately 68% in a bankruptcy scenario, equating to a Recovery
Rating of 'RR3' (50-70% recovery).

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


FORTUNE NATURAL: Judge Brown Nixes 90% of Greenwich's Claim
-----------------------------------------------------------
The Official Committee of Unsecured Creditors and other parties-
in-interest objected to a $300,000 claim filed by Greenwich Legal
Associates LLC against Fortune Natural Resources Corp.  The
Committee objects on two related grounds, asserting that Greenwich
is both an attorney of the debtor and an insider of the debtor,
and is thus entitled to a claim equivalent only to the reasonable
value of the services it provided to the debtor, not the full
$300,000.

Greenwich's claim arises from a Business and Management Consulting
Agreement, dated as of February 4, 2004, between the Fortune
Natural and Lacoff Associates, LLC.  Lacoff Associates agreed "to
make its representatives available to consult with [the debtor's]
board of directors . . . concerning matters relating to proposed
business combinations or transactions, tax statutes and
regulations and the use of net operating loss carryforwards, and
general matters of importance concerning the business and
financial affairs of . . ." the debtor.  The agreement
specifically excepted "any . . . services normally performed by
public accounts [sic]."  For this, Lacoff Associates was to be
paid a monthly fee of $75,000 plus expenses.  The agreement was
amended, supposedly on May 1, 2004, to assign Lacoff Associates'
"rights, duties, and obligations" under the agreement to
Greenwich.  Both Lacoff Associates and Greenwich are Connecticut
limited liability companies.  Brandon Lacoff and Lacoff Associates
are Greenwich's two LLC members.  Brandon Lacoff is Lacoff
Associates' sole member.  Brandon Lacoff is both an attorney and
an accountant, and is the son of Martin Lacoff, a director of the
debtor.

In a decision published at 2006 WL 2811906, the Honorable Jerry A.
Brown finds that Greenwich is an insider and its claim can be
allowed only for the reasonable value of its services, which,
Judge Brown says, is $25,000.

Fortune Natural Resources Corp. filed for chapter 11 protection on
June 1, 2004 (Bankr. E.D. La. Case No. 04-14112).  At July 31,
2004, the Debtor reported $5,958,924 in assets and liabilities
totaling $6,304,871.  On April 10, 2006, the Bankruptcy Court
entered an order confirming the company's chapter 11 plan of
reorganization.  The Plan took effect on April 21, 2006, canceling
all equity interests and other instruments evidencing an ownership
in the Company.


GALLERIA INVESTMENTS: Taps Gleeds USA as Contract Auditor
---------------------------------------------------------
Galleria Investments LLC asks the U.S. Bankruptcy Court for the
Northern District of Georgia for permission to employ Gleeds USA
Inc. as its construction contract auditor.

Gleeds USA will perform an audit of the amounts alleged to be owed
under the construction contracts between the Debtor and Ordner
Construction Co. Inc.

Prior to the Debtor's bankruptcy filing, Ordner Construction
served as the prime contractor for the construction of the
shopping center located on Debtor's property.  On May 26, 2006,
Ordner Construction filed its proof of claim of $1,527,444.29.

The Debtor tells the Court that it will provide $5,000 to Gleeds
USA before the commencement of work.

Gleeds USA's professionals bill:

     Designation                Hourly Rate
     -----------                -----------
     Principal                      $195
     Senior Vice President          $185
     Vice President                 $175
     Operations Director            $150
     Senior Project Consultant      $125
     Project Consultant             $110
     Administrative                  $50

To the best of the Debtor's knowledge, Gleeds USA does not hold
any interest adverse to the estate.

Gleeds USA can be reached at:

     Gleeds USA Inc.
     c/o Chris Williams, Vice President
     Four Concourse Parkway, Suite 215
     Atlanta, Georgia 30328
     Tel: 770-395-1500
     Fax: 770-395-1655
     http://www.gleedsusa.com/

Headquartered in Decatur, Georgia, Galleria Investments, LLC,
operates a shopping center in Duluth, Georgia.  The company filed
for chapter 11 protection on Mar. 6, 2006 (Bankr. N.D. Ga. case
No. 06-62557).  G. Frank Nason, IV, Esq., at Lamberth Cifelli
Stokes & Stout, P.A., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $10 million and $50 million.

Galleria Investments has been under state court receivership since
Feb. 24, 2006.


GATEHOUSE MEDIA: S&P Cuts Sr. Sec. Credit Facilities Rating to B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
GateHouse Media Operating Inc. to stable from negative.

In addition, Standard & Poor's affirmed its 'B+' corporate credit
rating on the company.

At the same time, Standard & Poor's lowered its rating on
GateHouse Media Operating's first-lien senior secured credit
facilities to 'B+' with a recovery rating of '2', from 'BB-' with
a recovery rating of '1'.

The '2' recovery rating indicates expectations for a substantial
(80%-100%) recovery of principal in the event of a payment
default.

Standard & Poor's also withdrew its rating on the company's
second-lien senior secured term loan.

The ratings on GateHouse Media Operating are based on the
consolidated credit quality of its holding company parent,
GateHouse Media Inc.

"The outlook revision reflects the company's stronger financial
profile that will result from the repayment of the $152 million
second-lien senior secured term loan with the proceeds from
GateHouse Media's IPO on Oct. 24, 2006," Standard & Poor's credit
analyst Donald Wong said.

This offering raised net proceeds of about $228 million
($262 million if the underwriters exercise in full their over-
allotment option).

The lower rating on GateHouse Media's $610 million first-lien
senior secured credit facilities reflects a more severe simulated
default scenario needed to trigger a payment default with a less
levered capital structure; this was previously discussed in our
May 17, 2006, recovery report.

In addition, the absence of junior debt in the company's revised
capital structure is a factor in the lower recovery prospects for
the first-lien lenders.


GATEWAY DISTRIBUTORS:  Posts $1.1 Mil. Net Loss in Second Quarter
-----------------------------------------------------------------
Gateway Distributors Ltd. reported a $1,115,805 net loss on
$155,767 of sales for the three months ended June 30, 2006,
compared to a $319,808 net income on $190,081 of sales for the
same period in 2005.

At June 30, 2006, the company's balance sheet showed $4,300,605 in
total assets and $4,515,232 in total liabilities, resulting in
a $214,627 stockholders' deficit.

The company's June 30, 2006 balance sheet also showed strained
liquidity with $372,309 in total current assets available to pay
$3,579,659 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?1428

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 15, 2006,
Lawrence Scharfman & Co., CPA PC, in Boynton Beach, Florida,
raised substantial doubt about Gateway Distributors, Ltd.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2005, and 2004.  The auditor pointed to the company's
need for additional working capital for its planned activity and
payment of debt.

                     About Gateway Distributors

Gateway Distributors Ltd. markets and distributes different
nutritional and health products.  These products are intended to
provide nutritional supplementation to the users.  These products
are not intended to diagnose, treat, cure or prevent any disease.


GLOBAL DOCUGRAPHIX: Wants Court Approval on Chapter 7 Conversion
----------------------------------------------------------------
Global Docugraphix Inc. and its debtor-affilate Global Docugrahpix
USA Inc. ask the U.S. Bankruptcy Court for the Northern District
of Texas to convert their chapter 11 case to a chapter 7
liquidation proceeding.

The Hon. Stacey G. C. Jernigan will convene a meeting at
9:30 a.m., on Oct. 27, 2006 at 110 Commerce Street, 4th floor
in Dallas, Texas.

Although the Bankruptcy Code require no hearing on the relief
requested, Judge Jernigan set the hearing on Oct. 27, 2006 to
allow sufficient time for the Debtors to liquidate the remaining
estate before conversion.

Headquartered in Plano, Texas, Global DocuGraphix, Inc. --
http://www.gdxinc.com/-- is a commercial printing company
offering products and solutions for printing, advertising,
marketing, office, and document management.  The Company and its
subsidiary, Global DocuGraphix USA, Inc., filed for chapter 11
protection on July 18, 2006 (Bankr. N.D. Tex. Case No. 06-32889)
Holland N. O'Neil, Esq., and Richard McCoy Roberson, Esq., at
Gardere, Wynne and Sewell LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they reported assets and debts totaling between $10 million and
$50 million.


GOODYEAR TIRE: Closing Tire Manufacturing Plant in Tyler, Texas
---------------------------------------------------------------
The Goodyear Tire & Rubber Company reports the planned closure of
its tire manufacturing facility in Tyler, Texas, as part of its
previously announced strategy to exit certain segments of the
private label tire business.

At the time of its June private label announcement, Goodyear said
that the decision would require a corresponding reduction in North
American Tire's manufacturing capacity and that plant performance,
capabilities, cost savings opportunity and the focus on serving
NAT customers would dictate capacity reduction.

"We must take the steps necessary to reduce our costs and improve
our competitive position," said Jon Rich, president, North
American Tire.  "While this is an extremely difficult decision for
everyone involved, it was required to help turn around our North
American business."

Rich said the timing of the action would be coordinated to
minimize the impact on Goodyear's customers.

Goodyear previously announced to investors an aggressive strategy
to reduce costs by more than $1 billion by 2008, including
reduction in high-cost tire manufacturing capacity.  The Tyler
plant principally produces small diameter passenger tires, a
segment that has been under considerable pressure from low cost
imports.

The action is expected to eliminate about 1,100 positions, create
annual savings of approximately $50 million after tax, and result
in a restructuring charge of between $155 million and $165 million
after tax.  The cash portion of these charges is estimated to be
between $40 million and $50 million.

Opened in 1962, the plant has produced approximately 25,000
passenger and light truck tires per day.

                      About Goodyear Tire

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28 countries.
It has marketing operations in almost every country around the
world.  Goodyear employs more than 80,000 people worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2006,
Fitch Ratings placed The Goodyear Tire & Rubber Company on Rating
Watch Negative.  Goodyear's current debt and recovery ratings are
-- Issuer Default Rating (IDR) 'B'; $1.5 billion first lien credit
facility 'BB/RR1'; $1.2 billion second lien term loan 'BB/RR1';
$300 million third lien term loan 'B/RR4'; $650 million third lien
senior secured notes 'B/RR4'; Senior Unsecured Debt 'CCC+/RR6'.

As reported in the Troubled Company Reporter on Oct. 19, 2006,
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Goodyear Tire & Rubber Co. on CreditWatch with
negative implications because of the potential for business
disruptions and earnings pressures that could result from the
ongoing labor dispute at some of its North American operations.
Goodyear has total debt of about $7 billion.

As reported in the Troubled Company Reporter on Oct. 18, 2006,
Moody's Investors Service affirmed Goodyear Tire & Rubber
Company's B1 Corporate Family rating, but changed the outlook to
negative from stable.  At the same time, the company's Speculative
Grade Liquidity rating was lowered to SGL-3 from SGL-2.  These
rating actions reflect the increased operating uncertainty arising
from the ongoing United Steelworkers strike at Goodyear's North
American facilities, and the company's decision to increase cash
on hand by drawing-down $975 million under its domestic revolving
credit facility.


GREENS WORLDWIDE:  Posts $2.7 Million Net Loss in Second Quarter
----------------------------------------------------------------
Greens Worldwide Inc. reported a $2,785,876 net loss on revenues
of $965,595 for the three month period ended June 30, 2006,
compared to a  $16,931 net loss on $760 of revenues for the same
period in 2005.

The company's balance sheet showed $8,003,906 in total assets,
$3,772,873 in total liabilities, and $4,231,033 in total
stockholders' equity.

The company also showed strained liquidity with $2,694,405 in
total current assets available to pay $3,035,289 in total current
liabilities.

Full-text copies of the company's second quarter financial
statements are available for free at:

              http://researcharchives.com/t/s?142c

                      Going Concern Doubt

Most & Company, LLP, in New York, raised substantial doubt about
Greens Worldwide Inc.'s ability to continue as a going concern
after auditing the Company's consolidated financial statements for
the year ended Dec. 31, 2005.  The auditor pointed to the
company's stockholders' deficit, and operating losses and negative
operating cash flow since inception.

Greens Worldwide Incorporated -- http://grwwsports.com/-- through
its wholly owned subsidiary, US Pro Golf Tour, operates an
intermediary professional golf tour conducting events for former
PGA Tour professionals preparing for the Champions Tour, non-
exempt professionals on the Champions Tour, and celebrity
challengers and professionals 18 years old and up preparing for
the PGA Tour.


HERBALIFE LTD: Amends Employment Pact with CEO Richard Goudis
-------------------------------------------------------------
Herbalife Ltd., entered into an employment agreement with Richard
P. Goudis, pursuant to which, he will continue to serve as chief
financial officer and will receive an annual salary of $525,000.

Mr. Goudis will continue to be entitled to participate in the
Company's employee benefit plans and arrangements made available
to most senior executives, as well as long-term incentive plan for
senior executives.

The Company also granted Mr. Goudis 15,000 Stock Units pursuant to
the 2005 Stock Incentive Plan, with each Stock Unit representing
the right to receive one common share of the Company.

Herbalife Ltd. (NYSE: HLF) -- http://www.herbalife.com/-- is a
marketing company that sells weight-management, nutritional
supplements and personal care products intended to support a
healthy lifestyle.  Herbalife products are sold in 62 countries
through a network of more than one million independent
distributors.  The company supports the Herbalife Family
Foundation -- http://www.herbalifefamily.org/-- and its Casa
Herbalife program to bring good nutrition to children.

                           *     *     *

Standard & Poor's Ratings Services rated Herbalife Ltd.'s long-
term foreign and local issuer credit ratings at BB+.


HOST HOTELS: S&P Rates Proposed $500 Million Senior Notes at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Host Hotels & Resorts L.P.'s proposed $500 million senior notes
due 2014.

These notes are offered to qualified institutional buyers in a
private placement, and proceeds will be used to refinance the
company's $450 million 9.5% senior notes due 2007, to pay fees,
and for general corporate purposes.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit rating on the real estate investment trust and its parent
and sole general partner, Host Hotels & Resorts Inc.  The outlook
is stable.

Ratings reflect Host's aggressive financial profile and its
reliance on external sources of capital for growth.

These factors are tempered by Host's high-quality and
geographically diversified hotel portfolio; the high barriers to
entry for new competitors because of its hotels' locations
primarily in urban and resort markets or in close proximity to
airports; the company's strong brand relationships; and its
experienced management team.


IDEAL ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ideal Electric Company
        300 East First Street
        Mansfield, OH 44902

Bankruptcy Case No.: 06-62179

Type of Business: The Debtor is a manufacturer and distributor of
                  medium power generators for gas, steam and hydro
                  turbines, and diesel engines.
                  See http://www.idealelectricco.com/

Chapter 11 Petition Date: October 29, 2006

Court: Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Harry W. Greenfield, Esq.
                  Buckley King, LPA
                  600 Superior Avenue East, Suite 1400
                  Cleveland, OH 44114
                  Tel: (216) 363-1400
                  Fax: (216) 579-1020

Total Assets: $22,636,221

Total Debts:  $14,340,480

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Waukesha Bearings Corp.                                  $376,231
W231 N2811 Roundy Cir. East
Suite 200
Waukesha, WI 53187-1616

Essex Group Inc.                                         $267,650
c/o Dessie Kelly/Pauline T.
1601 Wall Street
Fort Wayne, IN 46801-1601

Kingsbury Inc.                                           $262,561
10385 Drummond Avenue
Philadelphia, PA 19154

Rea Magnet Wire Company Inc.                             $186,800
3600 East Pontiac Street
Fort Wayne, IN 46803

LSI Steel Processing Division                            $185,416
Lamination Special Ties
4444 South Kildare Avenue
Chicago, IL 60632

Anthem Blue Cross                                        $140,595

Kenilworth Steel                                         $109,491

Ellwood City Forge Co.                                   $104,592

Nance Steel Sales Inc.                                    $94,194

Turbine Engine Service             Commission             $93,456

Hodge Foundry                                             $79,443

Fidelity Investments                                      $75,838

Michelle Bearing                                          $68,556

Mapes & Sprowl                                            $67,047

Hannon Elec. Co.                                          $61,375

Olympic Steel                                             $53,651

Ohio Bureau of Workers Comp.                              $51,567

Quality Technical Sales            Commissions            $44,937

Formsprag Clutch                                          $43,873

Koller Neilson Associates          Commissions            $40,993


INCO LTD: CVRD Brings In New Board Following Purchase Completion
----------------------------------------------------------------
Following the acquisition by CVRD Canada Inc. of 174,624,019 of
Inco Limited's common shares, representing approximately 75.66% of
Inco's issued and outstanding common shares, each of the members
of Inco's Board of Directors has resigned, with the exception of
Scott Hand.

CVRD Canada is a wholly owned indirect subsidiary of Companhia
Vale do Rio Doce,

The vacancies left by the departure of the incumbent directors
have been filled with CVRD nominees Roger Agnelli (Chief Executive
Officer, CVRD), Jose Auto Lancaster Oliveira (Executive Director,
Non-Ferrous Minerals, CVRD), Murilo Pinto de Oliveira Ferreira
(Executive Director, Equity Holdings and Business Development,
CVRD), Fabio de Oliveira Barbosa (Chief Financial Officer, CVRD),
Gabriel Stoliar (Executive Director, Planning, CVRD) and
independent directors Michael Phelps, Mel Leiderman, Stephen
Wallenstein and Stanley Greig.  Roger Agnelli will serve as chair
of the Board of Directors.

CVRD Canada has asked incumbent Inco Chief Executive Officer,
Scott Hand, to remain with Inco to help oversee operations during
the transition period.

Inco also reported that it intends to withdraw its common shares
from listing on the New York Stock Exchange and from registration
under Section 12(b) of the U.S. Securities Exchange Act of 1934,
as amended.  Inco expects that the delisting will become effective
in 20 days and that the deregistration will become effective in
100 days.  The Company has not arranged for listing on any other
U.S. national securities exchange or for quotation of the common
shares in any quotation medium.  Inco also intends to delist its
common shares from the Toronto Stock Exchange as soon as it is in
a position to do so.

CVRD Canada has previously disclosed that it intends to acquire
100% of the Inco common shares by way of either a "compulsory
acquisition" or a "subsequent acquisition transaction" and to
cause Inco to effect deregistration and to cease reporting under
the Exchange Act once the number of Inco security holders is
sufficiently reduced.  In light of these facts, Inco's Board of
Directors authorized the withdrawal of Inco common shares from
listing on the NYSE and from registration under Section 12(b) of
the Exchange Act.

Effective immediately, Inco will satisfy its reporting obligations
under the Exchange Act by filing reports with the SEC on the forms
available for use by foreign private issuers, instead of those
used by U.S. domestic reporting companies, which it has
historically used on a voluntary basis.

                        About Inco Ltd.

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

                        *     *     *

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


INT'L GALLERIES: Trustee Wants Court Okay to Use Cash Collateral
----------------------------------------------------------------
Dan Lain, Esq., the chapter 7 trustee appointed in International
Gallerires Inc.'s bankruptcy case, asks the U.S. Bankruptcy Court
for the Northern District of Texas for authority to use the
Debtor's cash collateral.

The Trustee requests to make $1,216,147 present cash collateral
disbursements and $307,000 future disbursements.

The proposed disbursements of cash are to pay secured obligations
owed to the landlords and taxing authorities, and administrative
expenses.  The administrative expenses that the Trustee proposes
are to pay those claimants who provided post-petition services
that were needed to maintain and preserve the value of the
Debtor's assets.

A full-text copy of the Debtor's agreed order regarding Trustee's
use of cash collateral is available for free at:

              http://ResearchArchives.com/t/s?1423

Headquartered in Addison, Texas, International Galleries Inc. --
http://www.igi-art.com/-- sponsors artists and sells their
artwork through referrals.  The company filed for chapter 11
protection on Jan. 31, 2006 (Bankr. N.D. Tex. Case No. 06-30306).
Omar J. Alaniz, Esq., at Neligan Foley LLP represented the Debtor
in its restructuring efforts.  David W. Elmquist, Esq., at
Winstead Sechrest & Minick P.C., served as counsel to the Official
Committee of Unsecured Creditors.  On May 16, 2006, the case was
converted to a Chapter 7 liquidation.  Dan Lain serves as the
Chapter 7 Trustee for the Debtor and is represented by
Jeffery D. Carruth, Esq., at Winstead, Sechrest & Minick.  When
the Debtor filed for protection from its creditors, it estimated
assets less than $50,000 and debts between $10 million to $50
million.


INTERMUNE INC: Paying $36.9 Million Actimmune Drug Suit Settlement
-----------------------------------------------------------------
InterMune Inc. has agreed to pay more than $36.9 million to settle
charges regarding illegal promotion of its Actimmune drug, Reuters
reports, citing the U.S. Justice Department.

InterMune was accused of promoting the drug to treat lung scarring
despite not being approved by the U.S. Food and Drug
Administration for that use, and submitting false claims for
reimbursement from government health programs, the Justice
Department told Reuters.

According to the report, the company is expected to enter into an
agreement with the government to defer prosecution for two years,
contingent on its cooperation with the investigation and efforts
to implement changes to its compliance policies.

Under the settlement, Reuters relates that Intermune will pay more
than $30.2 million for losses suffered by the federal Medicare and
Medicaid programs, the Veteran's Administration, Department of
Defense and Federal Employees Health Benefits program.

The company will also pay about $6.7 million to state Medicaid
programs, the report said.

Brisbane, Calif.-based InterMune Inc. -- http://www.intermune.com/
-- a biotechnology company, engages in the research, development,
and commercialization of therapies in pulmonology and hepatology.

                          *     *     *

Intermune Inc.'s balance sheet at June 30, 2006, showed total
assets of $224,967,000 and total liabilities of $229,662,000
resulting in a total stockholders' deficit of $4,695,000.

For the three months ended June 30, 2006, the company reported
a $43,980,000 net loss on $24,111,000 of net revenues, compared to
a $23,728,000 net loss on $26,674,000 of net revenues for the
three months ended June 30, 2005.


INTRAWEST CORP: Fortress Purchase Cues S&P to Withdraw Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all its ratings,
including the 'BB-' long-term issuer credit rating, on Intrawest
Corp. following the company's announcement that it has been
acquired by a subsidiary of Fortress Group.

As a result, all of Intrawest's unsecured debentures
(CDN$125 million, notes due 2009, and $575 million notes due 2013)
have been tendered and redeemed.

At the time of withdrawal, the credit profile of the issue
outstanding continues to perform within the range of expectations
and assumptions incorporated into the current ratings.


INTREPID TECHNOLOGY: June 30 Balance Sheet Upside-Down by $2.1MM
----------------------------------------------------------------
For the year ended June 30, 2006, Intrepid Technology and
Resources Inc. reported a $1,990,079 net loss on $447,300 of net
revenues, compared with a $1,471,208 net loss on $399,153 of net
revenues for the year ended June 30, 2005.

At June 30, 2006, the company's balance sheet showed total assets
of $3,195,064, total liabilities of $1,014,493, and total
stockholders' equity of $2,180,571, compared with a $476,772
deficit for the year ended June 30, 2005.

The company's June 30 balance sheet also showed strained liquidity
with $976,672 in total current assets and $1,014,493 in total
current liabilities.

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

               http://researcharchives.com/t/s?140a

Intrepid Technology & Resources Inc. provides engineering,
construction, and operation services for alternative energy
facilities, including methane gas production plants and
hydroelectric, geothermal, and wind generation facilities.
The company also promotes the use of its bioreactor technology
in California.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on July 26, 2006,
Jones Simkins, p.c., in Logan, Utah, raised substantial doubt
about Intrepid Technology & Resources, Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended June 30, 2005.  The
auditor pointed to the company's stockholders deficit and negative
cash flows from operations.


JP MORGAN: S&P Affirms B- Rating on Class O Certificates
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on nine
classes of commercial mortgage pass-through certificates from J.P.
Morgan Chase Commercial Mortgage Securities Corp.'s series 2003-
C1. Concurrently, ratings are affirmed on 11 other classes from
the same series.

The raised and affirmed ratings on the pooled certificates reflect
credit enhancement levels that provide adequate support through
various stress scenarios.

The upgrades of several senior certificates reflect the defeasance
of $151.9 million (15%) of the pool's collateral since issuance.
The raised and affirmed ratings on the raked certificates reflect
the stable operating performance of the Concord Mills regional
mall in Concord, N.C.  The cash flow from the Concord Mills loan
serves as the sole source of payment for those certificates.

As of the Oct. 12, 2006, remittance report, the collateral pool
consisted of 103 loans and one real estate owned asset with an
aggregate trust balance of $1.037 billion, compared with 104 loans
with a balance of $1.067 billion at issuance.

The master servicer, Wachovia Bank N.A., reported primarily full-
year 2005 financial information for 100% of the pool, excluding
the defeased collateral.

Based on this information and excluding the defeased collateral,
Standard & Poor's calculated the weighted average debt service
coverage to be 1.57x, compared with 1.59x at issuance.

One appraisal reduction amount totaling $3.5 million is in effect
that is related to the aforementioned REO asset ($7.0 million,
1%), which is the only asset with the special servicer, LNR
Partners Inc.  All other loans in the pool are current.  To date,
the trust has not experienced any losses.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $470.2 million (43%) and a weighted average
DSC of 1.65x, down slightly from 1.71x at issuance.

The decline reflects significant decreases in DSC for two of the
top 10 loans, which are on the master servicer's watchlist.

Standard & Poor's reviewed the property inspections provided by
the master servicer for all of the assets underlying the top 10
loans.  Two of the properties were characterized as "excellent"
and the remaining collateral was characterized as "good."

Credit characteristics for two of the top 10 loans in the pool
continue to have credit characteristics consistent with
investment-grade obligations.

Details of these loans are:

Concord Mills is the largest loan in the pool ($172.6 million;
17%) and has a senior and subordinate interest.  The senior
interest has a trust balance of $152.6 million.  The subordinate
interest has a $20.0 million balance and is raked to the "CM"
certificates.  The loan is secured by the 1,257,201-sq.-ft.
Concord Mills regional mall, which was built in 1999.  The
property is 100% occupied.  Despite a 10% increase in effective
gross income, the year-end 2005 DSC was 1.65x, down from 1.90x at
issuance.  The decline in DSC was attributable to increases in
real estate taxes, repairs, and maintenance. Standard & Poor's
adjusted net cash flow has been stable since issuance.

The Mills Corp. (Mills; not rated), a Virginia-based REIT, is the
sponsor for the loan and has disclosed that it is being
investigated by the SEC and plans to restate its earnings.  In
addition, Mills is considering various financial options,
including a sale of the company.  Standard & Poor's will continue
to monitor the situation and evaluate the financial and
operational effects, if any, on the performance of the trust
collateral.

Bishops Gate is the fourth-largest loan in the pool with a trust
balance of $36.2 million (3.5%; A note).  The B note is held
outside of the trust and has a balance of $23.2 million.  The loan
is secured by two class A suburban office buildings in Mount
Laurel, N.J., with 438,896 total sq. ft.  Both properties were
built-to-suit in 1999 for PHH Corp. (BBB/Watch Neg/A-2).  Both
properties are 100% occupied by PHH Corp. and have 20-year
noncancelable leases through December 2022.  Year-end 2005 DSC for
both properties was 2.46x, up from 2.30x at issuance.  Standard &
Poor's adjusted NCF has been stable since issuance.

Wachovia reported a watchlist of 12 loans with an aggregate
outstanding balance of $108.2 million (10%), which includes two of
the top 10 loans in the pool.

The largest loan on the watchlist is Crossroads Mall
($42.0 million, 4.%), which is also the second-largest loan in the
pool.  The loan is on the watchlist because of declines in DSC and
in-line occupancy since issuance.

Year-end 2005 DSC was 0.97x, down from 1.64x at issuance.  For the
first six months of 2006, occupancy was 71%, down from 90% at
issuance.

As of June 30, 2006, the 232,507 sq. ft. of in-line space that
serves as collateral for this loan was only 56% occupied.  The
entire footprint of the class B regional mall in Omaha, Neb., is
858,889 sq. ft.

The collateral securing this loan was reduced from 452,788 sq. ft.
at issuance after the Younkers space and portions of the mall's
parking lot were released as collateral and subsequently sold to
Target.

After making the purchase, Target demolished the Younkers space
and is developing a new 116,000-sq.-ft. store, which is expected
to open next month.

In addition, Steve & Barry's will lease 55,000 sq. ft. of space on
the second level of the property.

The Gables Champions loan ($21.1 million; 2%), the 10th-largest in
the pool, is secured by a 404-unit garden-style apartment complex
in Houston, Texas, that was built in 1995.

The loan is on the watchlist because of low DSC. At year-end 2005,
DSC was 0.90x and occupancy was 94%.  The decline in DSC is
attributable to rent concessions in an overbuilt Houston market.
The loan was assumed in May 2006 and is being converted to luxury
rental apartments.

The sixth-largest exposure ($28.3 million, 2%), Westheimer at Sage
office/retail complex, is not on Wachovia's watchlist but was
factored into S&P's analysis because of the near-term lease
expiration of its largest tenant.

This loan is secured by two office buildings built in 1967 with
423,869 sq. ft.  At year-end 2005, DSC was 1.30x and occupancy was
71%.  The largest tenant occupies approximately 130,000 sq. ft.
and has a lease that expires in January 2007.

The only asset with the special servicer, the Warwick Apartments,
is REO and is secured by a 320-unit garden-style apartment complex
built in 1982 in Dallas, Texas.

The total exposure is $8.5 million.  The loan was transferred to
the special servicer in November 2004 due to monetary default.
The property became REO in May 2005.

A purchase and sale agreement was extended until Nov. 23, 2006,
after the buyer found additional deferred maintenance, including
potential environmental issues.

Due to these issues, the borrower requested a reduction in price.
A December 2005 appraisal, the most recent, valued the property at
$5.3 million.

Standard & Poor's stressed various loans in the transaction,
paying closer attention to the assets with the special servicer
and those on the watchlist.  The resultant credit enhancement
levels support the raised and affirmed ratings.

                          Ratings Raised

      J.P. Morgan Chase Commercial Mortgage Securities Corp.
   Commercial mortgage pass-through certificates series 2003-C1

                         Rating
                         ------
            Class     To      From   Credit enhancement
            -----     --      ----   ------------------
            B         AAA     AA            16.79%
            C         AA+     AA-           15.74%
            D         AA      A             12.59%
            E         AA-     A-            11.15%
            F         A+      BBB+           9.45%
            G         A-      BBB            6.56%
            H         BBB     BBB-           4.99%

                        Concord Mills Loan

                         Rating
                         ------
            Class     To      From   Credit enhancement
            -----     --      ----   ------------------
            CM-1      A       BBB+           N/A
            CM-2      BBB+    BBB            N/A

                         Ratings Affirmed

      J.P. Morgan Chase Commercial Mortgage Securities Corp.
   Commercial mortgage pass-through certificates series 2003-C1

             Class    Rating       Credit enhancement
             -----    ------       ------------------
             A-1      AAA                20.20%
             A-2      AAA                20.20%
             J        BB+                 4.99%
             K        BB                  3.94%
             L        BB-                 3.28%
             M        B+                  2.49%
             N        B                   2.10%
             O        B-                  1.92%
             X-1      AAA                  N/A
             X-2      AAA                  N/A

                        Concord Mills Loan

               Class    Rating    Credit enhancement
               -----    ------    ------------------
               CM-3     BBB-              N/A

                       N/A - Not applicable


KAISER ALUMINUM: Gramercy Alumina Moves for Summary Judgment
------------------------------------------------------------
Plaintiffs Gramercy Alumina LLC and St. Ann Bauxite Limited ask
the U.S. Bankruptcy Court for the District of Delaware for partial
summary judgment against defendants Kaiser Aluminum & Chemical
Corporation and Kaiser Bauxite Company pursuant to Rule 56 of the
Federal Rules of Civil Procedure.

Michael D. DeBaecke, Esq., at Blank Rome LLP, in Wilmington,
Delaware, maintains that the Defendants breached the agreement by
failing to disclose health insurance benefits provided to retirees
from the bauxite mining facility in St. Ann, Jamaica, that they
sold to the Plaintiffs.

Mr. DeBaecke says the Defendants' breach of the Agreement triggers
their obligation to indemnify the Plaintiffs.

Citing Alstrin v St. Paul Mercury Ins. Co, 179 F. Supp. 2d 376,
388 (D. Del. 2002), Mr. DeBaecke asserts that partial summary
judgment is appropriate because there is no genuine issue as to
any material fact and the Plaintiffs are entitled to judgment as a
matter of law.

Because the Plaintiffs have sustained damages due to the
Defendants' failure to disclose the retiree benefits, partial
summary judgment is appropriate, Mr. DeBaecke adds.

              Defendants' Motion for Summary Judgment

The Defendants tell the Court that there are no facts that support
the Plaintiffs' complaint that they breached 14 different
provisions of the Agreement in regard to the Retiree Benefits.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger in
Wilmington, Delaware, says the undisputed factual record
demonstrates that Kaiser satisfied all of its obligations under
the Agreement, thus it is entitled to judgment as a matter of law.

Furthermore, even assuming Kaiser breached the Agreement,
Ms. Newmarch contends that the Plaintiffs cannot, as a matter of
law, prove that they are entitled to damages because:

   -- they have admitted that they knew the retiree life
      insurance benefits existed before closing the transaction;

   -- they purchased the St. Ann operations with full knowledge
      of the total cost of producing bauxite, which included the
      cost of the Retiree Benefits; and

   -- the future costs of Retiree Benefits are highly contingent
      and, thus, are not reasonably certain.

Accordingly, the Defendants ask the Court for a summary judgment
in their favor.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
Feb. 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts.  Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.
The Debtors' Chapter 11 Plan became effective on July 6, 2006.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 107;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 609/392-0900)


KAISER ALUMINUM: Trustee Balks at LeBlanc's Admin. Claim Payments
-----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, objects to
LeBlanc and Waddell's request for payment of $300,000 in
administrative expenses because it is unclear whether the firm is
a proper entity entitled to receive an administrative expense
claim under Sections 503(b)(3)(D) and 503(b)(4) of the Bankruptcy
Code.

As reported in the Troubled Company Reporter on Sept. 18, 2006,
Brett D. Fallon, Esq., at Morris, James, Hitchens & Williams LLP,
in Wilmington, Delaware, related that Leblanc & Waddell
represented the interests of the CTPV and NIHL claimants in Kaiser
Aluminum Corporation's Chapter 11 cases.

LeBlanc & Waddell filed nine Louisiana state court lawsuits in the
34th Judicial Court for the Parish of St. Bernard, involving over
400 plaintiffs against Kaiser between June 1997 and January 2002.
The Louisiana state court actions remain stayed as a consequence
of Kaiser's bankruptcy filing.

According to David M. Klauder, Esq., in Wilmington, Delaware,
LeBlanc has not provided any support for its contention that it is
a creditor.

To the extent LeBlanc is classified as a creditor and thus
eligible for allowance of administrative expense under Section
503(b)(3)(D), then it also must be proven that it provided a
substantial contribution in the case and that the fees of the law
firm it hired are reasonable, Mr. Klauder maintains.

The U.S. Trustee asks the Court to issue a ruling commensurate
with her objection.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
Feb. 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts.  Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.
The Debtors' Chapter 11 Plan became effective on July 6, 2006.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 107;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 609/392-0900)


KANSAS CITY SOUTHERN: Fitch Ratings Holds B+ IDR Rating
-------------------------------------------------------
Fitch Ratings has affirmed the 'B+' foreign and local currency
Issuer Default Ratings for Kansas City Southern de Mexico, S.A. de
C.V.  The Rating Outlook for these ratings is Stable.  Fitch has
also affirmed the 'B+' foreign currency and the 'RR4' recovery
rating of KCSM's notes:

     -- $150 million notes due 2007;
     -- $178 million notes due 2012;
     -- $460 million notes due 2012.

The ratings for KCSM are supported by the company's solid business
position as a leading provider of railway transportation services
in Mexico with a diversified revenue base consisting of five main
industrial sectors.  Although operating earnings have improved in
2006, the ratings continue to reflect KCSM's weak financial
profile due to its high leverage and tight liquidity.  Over the
past several years, KCSM has operated in a challenging environment
characterized by fierce competition, higher fuel costs, a
depreciating Mexican peso versus the U.S. dollar, and a general
shift in manufacturing to China from several countries, including
Mexico.

KCSM's capital structure remains highly levered.  As of June 30,
2006, KSCM had approximately $1.4 billion in total debt consisting
primarily of $788 million in unsecured notes due in 2007 ($150
million) and 2012 ($638 million) and an estimated $493 million of
off-balance debt associated with lease obligations.

KCSM's EBITDAR, defined as operating EBITDA plus the company's
locomotive and railcar lease payments, was $157 million in the
first half of 2006 and the ratio of total debt-to-EBITDAR was 4.5
times (x), an improvement compared with 6.1x in 2005 and 5.5x in
2004.  EBITDAR covered fixed expenses, defined as interest expense
plus lease payments, by about 2.0x in the first half of 2006
compared with 1.2x in 2005 and 1.5x in 2004.  KCSM's liquidity
remains tight with $16.3 million of cash as of June 30, 2006.
Refinancing risk is high due to the June 15, 2007 maturity of
KCSM's $150 million 10.25% notes.

Fitch views the transaction completed on April 1, 2005 in which
Grupo TMM sold its 51% voting interest in Grupo KCSM (formerly
Grupo TFM) to Kansas City Southern as being mildly positive for
KCSM.  The transaction replaced KCSM's financially distressed
controlling shareholder, Grupo TMM, with KCS, a U.S. entity that
has a stronger financial profile but one that is also highly
leveraged.  On Sept. 12, 2005, KCS and other parties entered into
an agreement to resolve a dispute with the Mexican government
concerning the refund of value added taxes.  The result of the
settlement involved the cashless exchange of the government's 20%
stake in KCSM for the VAT refund such that KCS now owns 100% of
the common stock of KCSM via Grupo KCSM, the holding company for
KCSM.  Despite the acquisition, the KCS railway group continues to
be a small operation with about 60% of consolidated earnings
generated by the Mexican railroad, KCSM.

KCSM is well positioned to continue to benefit from the growth in
the Mexican economy and cross-border trade as a result of the
North American Free Trade Agreement.  The company's revenues are
derived predominantly from cross-border freight transportation
with the U.S. KCS is now focusing on integrating KCSM into its
U.S. rail network, increasing the company's traffic volumes via
truck-to-rail conversion efforts, improving efficiencies, adding
infrastructure, and developing an international inter-modal
corridor to link the port of Lazaro Cardenas on Mexico's south
Pacific coast and important commercial cities such as San Luis
Potosi and Monterrey with the southeastern U.S. via Jackson, Miss.
The route covers major distribution markets such as Mexico City
and Laredo, Texas.

KCSM is one of three main railroad networks in Mexico,
transporting approximately 40% of the country's railway freight
volumes.  The company's main tracks cover 2,600 miles throughout
commercial and industrial areas in the northeastern and central
region of the country and serve three of Mexico's main seaports.
KSCM operates a strategically significant route connecting Mexico
City with Nuevo Laredo-Laredo, TX, the largest freight exchange
point between the U.S. and Mexico.  In 2005, revenues were
generated from diverse sectors such as agro-industrial (23%),
cement, metals and minerals (20%), chemical and petrochemical
(18%), automotive (16%), manufacturing and industrial (14%), and
intermodal (8%).  Kansas City Southern of the U.S. owns 100% of
KSCM via its wholly owned subsidiary, Grupo KCSM.


KARA HOMES: Wants Until Nov. 15 to File Schedules and Statements
----------------------------------------------------------------
Kara Homes Inc. asks the U.S. Bankruptcy Court for the District of
New Jersey to further extend, until Nov. 15, 2006, the period
within which it can file its schedules of assets and liabilities
and statements of financial affairs.

The Debtor relates that in the event no objection or responsive
pleading is filed, the motion will be deemed uncontested and may
be granted by the Court.

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

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

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


LARRY VARNER: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Larry Varner and Randall Todd Duncan,
                Tenants in Partnership
                aka RR&R
                aka RR&L
                dba Kingsport Sports Club
                aka SIR
                dba Store It Rite
                2003 American Way
                Kingsport, TN 37660

Involuntary Petition Date: October 27, 2006

Case Number: 06-50998

Chapter: 11

Court: Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Petitioners' Counsel: Fred M. Leonard, Esq.
                      27 Sixth Street
                      Bristol, TN 37620
                      Tel: (423) 968-3151

   Petitioner                Claim Amount
   ----------                ------------
Larry Gene Varner                 Unknown
2003 American Way
Kingsport, TN 37660


LAS AMERICAS: Judge Rimel Confirms Chapter 11 Reorganization Plan
-----------------------------------------------------------------
The Honorable Whitney Rimel of the U.S. Bankruptcy Court for the
Eastern District of California has confirmed Chapter 11 Trustee
Randell Parker's Modified Plan of Reorganization for Las Americas
Broadband, Inc.

On the effective date of the Plan, estate property will revest to
the Debtor.  The Reorganized Debtor will remain in existence only
until all of its assets are liquidated after which it will be
dissolved.

Mr. Parker will become an agent under the Plan for the purposes of
carrying out the Plan and administering the liquidation of
remaining assets.  He will have authority to sell estate property
transferred to the Reorganized Debtor or abandon assets to a
holder of a claim secured by these assets.

The plan agent will have two years from the effective date to
complete the liquidation of assets and distribute the proceeds
under the terms of the Plan.

                     Treatment of Claims

The fully secured claim of Chesterfield Financial Corp, totaling
$121,235, will be paid in full on the effective date.

The $152,474 Claim of Power and Telephone Supply Co. will be paid
through the liquidation of assets securing its claim.  Any unpaid
claim balance will be treated as a general unsecured claim.

USBU LoanOne, LLC's $350,000 secured claim will be paid ten days
following the Court's approval of the Moore Settlement.

If the Court determines that Joseph Trahan's $202,427 secured
claim is valid, the claim will be paid on the effective date.  If
the lien is not valid, Mr. Trahan's claim will be classified as a
general unsecured claim.

Moore DP LLC's $34,481 claim will be paid through the liquidation
of collateral securing the debt.

The Internal Revenue Service's $500,000 claim will be paid in full
on the effective date.  Any unpaid amount will be grouped under
the general unsecured class.

The $76,442 claim of the California Employment Development
Department will be paid in full on the effective date.

The $51,129 claim of National Cable Television Cooperative, Inc.,
will be pad in full from the liquidation of collateral securing
its claim.

Holders of general unsecured claims will receive a pro rata
distribution of the proceeds from the liquidation of estate assets
subject to the payment of al other senior claims.

The Debtor's stock will be cancelled on the effective date and
interest holders will get nothing under the Plan.

A copy of the Debtor's Modified Plan of Reorganization is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=061030041333

Headquartered in Tehachapi, California, Las Americas Broadband,
Inc. -- http://www.lasamericasbroadband.com/-- operates a cable
and satellite television network in Kern County, California.  The
Debtor filed for chapter 11 protection on Feb. 28, 2005 (Bankr.
E.D. Calif. Case No. 05-11397).  Leonard K. Welsh, Esq., at Klein,
DeNatale, Goldner, Cooper, Rosenlieb & Kimball, LLP, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $4,964,500 in total
assets and $4,641,110 in total debts.


LEHMAN XS: Moody's Puts B2 Rating on Class A-4 Notes
----------------------------------------------------
Moody's Investors Service assigned ratings of A3 to the Class A-1
notes, Baa3 to the Class A-2 notes, Ba3 to the Class A-3 notes,
and B2 to the Class A-4 notes issued by Lehman XS NIM Company
2006-GPM5.

The notes are backed by residual and prepayment penalty cash flows
from an underlying securitization of Alt-A, adjustable-rate,
negative amortization mortgage loans: GreenPoint Mortgage Funding
Trust Mortgage Pass-Through Certificates, Series 2006-AR5.

The cash flows available to repay the notes are significantly
impacted by the rate of loan prepayments and the timing and amount
of loan losses on the underlying transaction's mortgage pool.
Moody's examined various combinations of loss and prepayment
scenarios to evaluate the cash flows to the rated notes.

These are the rating actions:

Issuer: Lehman XS Net Interest Margin Notes Series 2006-GPM5

                    Cl. A-1, Assigned A3
                    Cl. A-2, Assigned Baa3
                    Cl. A-3, Assigned Ba3
                    Cl. A-4, Assigned B2

The notes were sold in privately negotiated transactions without
registration under the Securities Act of 1933 under circumstances
reasonably designed to preclude a distribution thereof in
violation of the Act.  The issuance has been designed to permit
resale under Rule 144A.


LIFESTREAM TECHNOLOGIES: Exploring Strategic Alternatives
---------------------------------------------------------
Lifestream Technologies, Inc. is seeking strategic alternatives
for all or portions of its business, and is focusing on the
orderly wind down and sale of its assets.

The Company also reported that its stock is expected to be
delisted from the OTC Bulletin Board effective Nov. 3, 2006, due
to its failure to timely file its annual report on Form 10-KSB for
the fiscal year ended June 30, 2006.  The Company's stock also
currently trades on the electronic "pink sheets," which is not
affected by the pending delisting from the OTC Bulletin Board.

The Company further reported that together with Lifestream
Diagnostics Inc. the Company has entered into a Forbearance
Agreement with its senior lender RAB Special Situations (Master)
Fund Limited.  As contemplated by the Forbearance Agreement, the
Company has engaged the turnaround specialist firm Conway
MacKenzie & Dunleavy to provide restructuring services.  As a part
of this engagement, the Company appointed Frank R. Mack, a
Managing Director of CM&D, as Chief Restructuring Officer.  Mr.
Mack will report directly to the Board of Directors of the
Company.

Prior to joining Conway MacKenzie & Dunleavy, Mr. Mack was a
Principal of Kugman Associates, Inc.  He is a Certified Turnaround
Professional, a Certified Fraud Examiner and a Certified Public
Accountant. Mr.  Mack received his Master of Business
Administration in Finance from the University of Chicago's
Graduation School of Business and his Bachelor of Science degree
from DePaul University.  The Company does not have an employment
agreement with Mr. Mack.  The Company's contract with CM&D
provides that the Company will pay for the service of CM&D
personnel on an hourly basis at rates ranging from $235 to $495
per hour.

                         About Lifestream

Lifestream Technologies Inc. -- http://www.lifestreamtech.com/--  
markets a proprietary over-the-counter, total cholesterol-
monitoring device for at-home use by both health-conscious and at-
risk consumers.  The Company's cholesterol monitor enables an
individual, through regular at-home monitoring of their total
cholesterol level, to continually assess their susceptibility to
developing cardiovascular disease, the single largest cause of
premature death and permanent disability among adult men and women
in the U.S.

                        Going Concern Doubt

Lifestream's independent registered public accountants, BDO
Seidman, LLP, expressed substantial doubt about the Company's
ability to continue as a going concern after it audited
Lifestream's condensed consolidated financial statements for the
fiscal years ended June 30, 2005 and 2004.  The accountants
pointed to substantial operating and net losses, as well as
negative operating cash flow, since its inception.


MERIDIAN AUTOMOTIVE: Plan-Filing Period Extended Until December 31
------------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended Meridian Automotive Systems Inc. and
its debtor-affiliates' exclusive period to file a chapter 11 plan
of reorganization until Dec. 31, 2006.

Judge Walrath also extended the Debtors' exclusive period to
solicit acceptances of that plan until March 1, 2007.

As reported in the Troubled Company Reporter on Oct. 16, 2006, the
brief extension of the Exclusive Periods is intended to enable the
Debtors to continue the Plan process in an orderly, efficient, and
cost-effective manner.

Moreover, the extension of the Exclusive Periods will enable the
Debtors to solicit acceptances of the Fourth Amended Plan, and to
pursue its confirmation without the distraction that would be
attendant to the filing of a competing plan.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MERIDIAN AUTOMOTIVE: Has Until March 1 to Remove Civil Actions
--------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended Meridian Automotive Systems Inc. and
its debtor-affiliates' time to exclusively file notices of removal
of prepetition civil actions to and including March 1, 2007.

As reported in the Troubled Company Reporter on Oct. 16, 2006, the
Debtors asserted that the extension would give them more time to
make fully informed decisions concerning removal of each pending
prepetition civil action and will ensure that they do not forfeit
their rights under Section 1452 of the Judiciary and Judicial
Procedures Code.

The rights of the Debtors' adversaries will not be prejudiced by
the extension because any party to a prepetition action that is
removed may seek to have it remanded to the state court pursuant
to Section 1452(b).

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MERRILL LYNCH: Moody's Rates $2.2 Mil. Class L Certificates at B3
-----------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
certificates issued by Merrill Lynch Financial Assets Inc.
Commercial Mortgage Pass-Through Certificates, Series 2006-Canada
20.

These are the rating actions:

   -- the CDN$77.5 million Class A-1 Certificates due October
      2021 rated Aaa

   -- the CDN$179.95 million Class A-2 Certificates due October
      2021 rated Aaa

   -- the CDN$267.15 million Class A-3 Certificates due October
      2021 rated Aaa

   -- the CDN$14.9 million Class B Certificates due October 2021
      rated Aa2

   -- the CDN$14.1 million Class C Certificates due October 2021
      rated A2

   -- the CDN$15.6 million Class D Certificates due October 2021
      rated Baa2

   -- the CDN$4.5 million Class E Certificates due October 2021
      rated Baa3,

   -- the CDN$5.2 million Class F Certificates due October 2021
      rated Ba1,

   -- the CDN$2.2 million Class G Certificates due October 2021
      rated Ba2

   -- the CDN$2.2 million Class H Certificates due October 2021
      rated Ba3,

   -- CDN$1.5 million Class J Certificates due October 2021 rated
      B1,

   -- the CDN $1.5 million Class K Certificates due October 2021
      rated B2,

   -- the CDN$2.2 million Class L Certificates due October 2021
      rated B3,

   -- the CDN$574.7* million Class XP-1 Certificates due October
      2021 rated Aaa,

   -- the CDN$0.001* million Class XP-2 Certificates due October
      2021 rated Aaa, and,

   -- the CDN$595.3* million Class XC Certificates due October
      2021 rated Aaa.

* Initial notional amount

The ratings on the Certificates are based on the quality of the
underlying collateral -- a pool of multifamily and commercial
loans located in Canada.  The ratings on the Certificates are also
based on the credit enhancement furnished by the subordinate
tranches and on the structural and legal integrity of the
transaction.

The pool's strengths include:

   -- its high percentage of less risky asset classes;

   -- recourse on 58.2% of the pool;

   -- the diversity of the collateral;

   -- and the creditor friendly legal environment in Canada.

Moody's concerns include the concentration of the pool, where the
top ten loans account for 51.0% of the total pool balance and the
existence of subordinated debt on 11.7% of the pool.  Moody's
beginning loan-to-value ratio was 91% on a weighted average basis.

Moody's issued provisional ratings on the Certificates on October
2006.


MICRON TECHNOLOGY: Earns $408 Million in 2006 Fiscal Year
---------------------------------------------------------
Micron Technology Inc. reported results of operations for its 2006
fiscal year and fourth quarter, which ended Aug. 31, 2006.  For
the 2006 fiscal year, the Company earned net income of
$408 million on net sales of $5.3 billion, which compares to net
income of $188 million on net sales of $4.9 billion for the prior
fiscal year.  For the fourth quarter of fiscal 2006, the Company
earned net income of $64 million on net sales of $1.4 billion.

"Micron effectively executed its diversification strategy,
resulting in strong financial performance for the year while
strengthening its platform for future success," said Steve
Appleton, Micron's chairman, CEO and president.

In fiscal 2006, the Company began to realize benefits from its
diversification strategy, particularly with its CMOS image
sensors.  The Company is the world's leading provider of CMOS
image sensors and doubled its sales of imaging products from
fiscal 2005 to 2006.

The establishment in 2006 of the Company's joint venture with
Intel Corporation for NAND flash memory production positioned
Micron for significant growth in this market.  This alliance
enables the Company to realize the benefits of research and
development cost sharing and, through joint investments with
Intel, accelerate its NAND production ramp.  Once completed, these
investments will allow the Company to bring additional scale and
cost reductions to its memory operations.  The Company's NAND
product offering was further broadened with the acquisition of
Lexar Media, which provides a significant retail presence and
strengthened the Company's portfolio of intellectual property.

The effects of the Company's transformation in fiscal 2006
noticeably strengthened the Company's balance sheet.  Cash and
investment balances increased $1.8 billion over the year at the
same time debt was reduced by approximately $600 million.  The
Company invested approximately $1.6 billion in capital
expenditures in fiscal 2006.  These investments were heavily
concentrated in 300mm wafer fab tooling as the Company positions
its Manassas, Lehi and TECH Semiconductor operations for advanced
300mm production.

Comparing the Company's fourth quarter results to the previous
quarter, net sales grew primarily as a result of increased sales
in the Company's memory segment.  Sales of DDR and DDR2 memory
products increased slightly in the fourth quarter of fiscal 2006
compared to the third quarter, representing approximately 50% of
the Company's total net sales.  Sales of imaging products in the
fourth quarter of fiscal 2006 represented approximately 15% of the
Company's sales.  Sales of NAND flash products increased in the
quarter and represented approximately 9% of the Company's total
net sales for the fourth quarter.  Sales of NAND flash products in
the fourth quarter of fiscal 2006 include only limited volumes
from Lexar, as purchase accounting precludes the Company from
recognizing Lexar inventory in the distribution channel as of the
date of the acquisition.  As a result of the acquisition, the
Company's operating expenses in the fourth quarter of fiscal 2006
include approximately $20 million for the Lexar operations.

During the fourth quarter of fiscal 2006, the Company settled
various legal matters adversely affecting the Company's gross
margin by approximately $45 million, or three percentage points.
Absent the effect of these settlements, the Company's gross margin
on sales of memory products in the fourth quarter of fiscal 2006
would have been slightly higher than the gross margin in the
preceding quarter.

At the end of the fourth quarter of fiscal 2006, the Company had
$3.1 billion in cash and short-term investments.  During fiscal
2006 and the fourth quarter, the Company generated $2.0 billion
and $330 million, respectively, in cash from operations and
invested $1.6 billion and $633 million, respectively, in capital
expenditures.  The Company anticipates capital expenditures for
fiscal year 2007 to be approximately $4 billion.

Subsequent to the end of fiscal 2006, the Company and Toshiba
Corporation entered into agreements settling all outstanding NAND
flash memory-related litigation between the Companies.  Toshiba
purchased certain of the Company's semiconductor technology
patents and licensed certain patents previously owned by Lexar
Media.  The Company will receive payments totaling $288 million
over several years.

                             About Micron

Micron Technology, Inc. (NYSE:MU) -- http://www.micron.com/-- is
a worldwide provider of semiconductor solutions.  Through its
worldwide operations, Micron manufactures and markets DRAMs, NAND
flash memory, CMOS image sensors, other semiconductor components,
and memory modules for use in leading-edge computing, consumer,
networking, and mobile products.

                         *     *     *

On Dec. 8, 2005, Moody's Investors Service revised its ratings
outlook on Micron Technology to stable (Corporate Family Rating at
Ba3).  Moody's affirmed the Company's Ba3 Senior Implied rating,
Ba3 Issuer rating, (P) Ba3 Senior unsecured shelf registration
rating, (P) B2 Subordinated shelf registration rating, B2 rating
on $632 million 2.5% convertible subordinated notes due February
2010 and B2 rating on $210 million 6.5%, junior subordinated
notes.


MILLS CORP: Could File Delinquent Financial Statements in 4 Weeks
-----------------------------------------------------------------
The Mills Corporation now expects to file its Form 10-K in three
to four weeks.  The Mills' first, second and third quarter 2006
Form 10-Qs are expected to be filed shortly after the 2005 Form
10-K is filed with the Securities and Exchange Commission.

In a Current Report on Form 8-K filed with the SEC on Sept. 15,
2006, The Mills reported that it believed that it would file its
2005 Form 10-K on or about Oct. 31, 2006.  This timing was
dependent on, among other things, completion of the restatement of
prior years' financial statements, the completion of the
independent investigation being conducted by the Audit Committee
of the Board of Directors of The Mills, with the assistance of
Gibson, Dunn & Crutcher, LLP, the Audit Committee's independent
counsel, and the completion of the audit of The Mills' 2005
financial statements conducted by the Company's independent
registered public accountants, Ernst & Young LLP.

Due in part to the complexity of the restatement, the number of
accounting adjustments and the number of years being restated, the
time required to complete the independent investigation, the time
required by Ernst & Young to complete its audit procedures, it has
taken longer than expected to finalize The Mills' 2005 Form 10-K.

As disclosed in a press release issued on Feb. 23, 2006, the Audit
Committee, advised by independent counsel, has been conducting an
investigation into various accounting issues, including those
issues, and various other issues that were brought to the
attention of the Audit Committee and its independent counsel
during the course of the Investigation.  The Investigation is now
essentially complete.

The Audit Committee has received oral reports from its independent
counsel regarding the anticipated findings of the Investigation.
The Audit Committee and its independent counsel also have kept the
Company's Board of Directors, Ernst & Young, and the staff of the
SEC, Division of Enforcement, apprised regarding the anticipated
findings of the Investigation.  The Audit Committee and its
independent counsel, subject to the identification by the Company
or Ernst & Young of any additional issue prior to the filing of
the Company's financial statements for the year ended Dec. 31,
2005 and the Company's restated financial statements for certain
prior years, expect to complete the Investigation by mid-November
2006.

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

                         *     *     *

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

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

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

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

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

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


MOORE MEDICAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Moore Medical Center, LLC
        700 South Telephone Road
        Moore, OK 73160

Bankruptcy Case No.: 06-12867

Chapter 11 Petition Date: October 28, 2006

Court: Western District of Oklahoma (Oklahoma City)

Debtor's Counsel: Joseph A. Friedman, Esq.
                  Kane Russell Coleman & Logan P.C.
                  1601 Elm Street, Suite 3700
                  Dallas, TX 75201
                  Tel: (214) 777-4200
                  Fax: (214) 777-4299

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Sri Surgical Express Inc.        Trade Debt            $221,836
P.O. Box 861412
Orlando, FL 32886

McKesson General Medical Cor.    Trade Debt            $162,009
P.O. Box 120001
Dallas, TX 75312

Costigan & Associates, Inc.      Trade Debt            $116,500
304 South Ramblin Oaks
Moore, OK 73160

Og&E                             Trade Debt             $87,866
P.O. Box 24990
Oklahoma City, OK 73124

Xactimed                         Trade Debt             $75,768
9400 North Central Expsy, E 7
Dallas, TX 75231

Omnicell                         Trade Debt             $74,541

Sylvan N. Goldman Center OBI     Trade Debt             $71,532

Get Well Network Inc.            Trade Debt             $66,567

Johnson and Johnson              Trade Debt             $65,279

HMS                              Trade Debt             $55,702

Angelica Textile Service         Trade Debt             $55,485

Diagnostic Lab of Oklahoma       Trade Debt             $54,484

Steris Corp.                     Trade Debt             $54,000

Boston Scientific Corp.          Trade Debt             $47,407

Sysco Food Service               Trade Debt             $45,824

Butler Restoration               Trade Debt             $40,297

Surgical Specialists of          Trade Debt             $40,000
Oklahoma

CR Bard Inc.                     Trade Debt             $39,314

3M Health Information Systems    Trade Debt             $33,374

Dade Behring                     Trade Debt             $26,698


MORTGAGE ASSET: $1.9 Mil. Class B-4 Certs. Get Fitch's BB Rating
----------------------------------------------------------------
Mortgage Asset Securities Transactions Asset Securitization Trust
2006-3 (which closed on Oct. 27, 2006) mortgage pass-through
certificates are rated by Fitch:

     -- $426.8 million classes 1-A-1 to 1-A-11, 2-A-1 to 2-A-5, 3-
        A-1, A-LR, A-UR, 15-PO, 30-PO,15-A-X and 30-A-X
        certificates 'AAA' (senior certificates);

     -- $6.1 million class B-1 'AA';

     -- $2.6 million class B-2 'A+';

     -- $880,000 class B-3 'A';

     -- $1.9 million class B-4 'BB'

     -- $660,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 3.00%
subordination provided by the 1.40% class B-1, 0.60% class B-2,
0.20% class B-3, 0.45% privately offered class B-4, 0.15%
privately offered class B-5, and 0.20% privately offered class B-
6. Classes B-1, B-2, B-3, and the privately offered classes B-4,
and B-5 are rated 'AA', 'A+', 'A', 'BB', and 'B', respectively,
based on their respective subordination.  Class B-6 is not rated
by Fitch.

The ratings also reflect the quality of the underlying collateral,
SunTrust (rated 'RPS2' by Fitch) and Cenlar FSB (rated 'RPS3+' by
Fitch) as primary servicers, Wells Fargo Bank, N.A. (rated 'RPS1'
by Fitch) as master servicer, and U.S. Bank National Association,
as Trustee.

The transaction is secured by three pools of mortgage loans.  Loan
groups 1, 2, and 3 are cross-collateralized and supported by the
B-1 through B-6 subordinate certificates.

The transaction also consists of five classes of senior
exchangeable certificates: class 1-A-9, 1-A-10, 1-A-11, 2-A-4, and
2-A-5.  All or a portion of certain classes of offered
certificates may be exchanged for a proportionate interest in the
related exchangeable certificates.  All or a portion of the
exchangeable certificates may also be exchanged for the related
offered certificates in the same manner.  This process may occur
repeatedly.  The classes of offered certificates and of
exchangeable certificates that are outstanding at any given time
and the outstanding principal balances and notional amounts of
these classes will depend upon any related distributions of
principal, as well as any exchanges that occur.  Offered
certificates and exchangeable certificates in any combination may
be exchanged only in the proportions shown in the governing
documents.  Holders of exchangeable certificates will be the
beneficial owners of a proportionate interest in the certificates
in the related combination group and will receive a proportionate
share of the distributions on those certificates.

All mortgage loans in all three groups were underwritten using
each originator's guideline.  These guidelines are less stringent
than Fannie Mae or Freddie Mac's general underwriting guidelines
and could include limited documentation or higher maximum loan-to-
value ratios.  Mortgage loans underwritten to those guidelines
could experience higher rates of default and losses than loans
underwritten using Fannie Mae or Freddie Mac's general
underwriting guidelines.

Loan groups 1, 2, and 3 in the aggregate consist of 797 recently
originated conventional, fixed-rate, fully amortizing, first lien,
one- to four-family residential mortgage loans with remaining
terms to stated maturity ranging from 166 to 359 months.  The
aggregate outstanding balance of the pool as of Oct. 1, 2006 (the
cut-off date) is $440,071,053 with an average balance of $552,159
and a weighted average coupon of 6.557%.  The weighted average
original loan-to-value ratio for the mortgage loans in the pool is
approximately 68.40%.  The weighted average FICO credit score is
745.  Second homes and investor-occupied properties comprise 5.08%
and 1.70% of the loans in the group, respectively.  Rate/Term and
cash-out refinances account for 22.31% and 28.16% of the loans in
the group, respectively.  The states that represent the largest
geographic concentration of mortgaged properties are California
(33.27%), Florida (10.55%), Virginia (6.98%) and Georgia (5.33%).
All other states represent less than 5% of the aggregate pool
balance as of the cut-off date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

Mortgage Asset Securities Transactions, Inc. deposited the loans
in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  For federal income
tax purposes, elections will be made to treat the trust as
multiple real estate mortgage investment conduits with a tiered
structure.  Wells Fargo Bank, National Association will act as
trustee.


NESCO INDUSTRIES: Has $10 Million Stockholders' Deficit at July 31
------------------------------------------------------------------
At July 31, 2006, Nesco Industries Inc.'s balance sheet reported
a $10,064,000 total stockholders' deficit resulting from total
assets of $1,465,000 and total liabilities of $11,529,000.

The company's July 31 balance sheet also showed strained liquidity
with $380,000 in total current assets and $11,220,000 in total
current liabilities.

For the three months ended July 31, 2006, the company's net loss
decreased to $799,000 from $1,202,000 for the three months ended
July 31, 2005.

Revenues for the current quarter increased to $391,000 from
$386,000 for the same period in 2005.

Full-text copies of the company's financial statements for the
three months ended July 31, 2006, are available for free at:

               http://researcharchives.com/t/s?140b

Headquartered in New York, Nesco Industries, Inc. (OTCBB: NESK)
dba Hydrogel Design Systems, manufactures, markets, sells and
distributes aqueous polymer-based radiation ionized gels used in
various medical and cosmetic consumer products.


NISKA GAS: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed it Ba3 rating on
Niska Gas Storage Canada ULC's Sr. Sec. Term Loan due 2013.

In addition, Moody's attached an LGD4 rating on these loans,
suggesting noteholders will experience a 50% loss in the event of
a default.

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

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

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

Niska Gas Storage's -- http://www.niskags.com/-- natural gas
storage business is located in key North American natural gas
producing and consuming regions and is connected to multiple gas
transmission pipelines.  Niska and its subsidiaries own and
operate approximately 140 billion cubic feet (Bcf) of working gas
capacity at three facilities: Suffield - 85 Bcf in Alberta;
Countess - 40 Bcf in Alberta; and Salt Plains - 15 Bcf in
Oklahoma.  The Suffield and Countess gas storage facilities
conduct business under the name AECO Hub.


NORAMPAC INC: Earns CDN$24.3 Mil. for Quarter Ended Sept. 30, 2006
------------------------------------------------------------------
Norampac Inc., reported a net income of CDN$24.3 million for the
quarter ended Sept. 30, 2006, compared to a net loss of
CDN$11 million for the same period in 2005.

Sales was reported CDN$328 million in the third quarter of 2006,
versus CDN$320 million for the corresponding quarter in 2005.
Compared to the third quarter of 2005, shipments of containerboard
in the third quarter of 2006 were down by 1.3% but up by 8.3 % if
the volume in 2005 coming from the permanent closure of its paper
machine no.1 at Red Rock in Sept. 2005 is not taken into account.

Operating income in the third quarter of 2006 was CDN$41 million,
compared to an operating loss of CND$20 million for the
corresponding quarter in 2005.

For the nine-month period ended Sept. 30, 2006, net income was
CDN$62.2 million, compared to a net income of CDN$8.1 million for
the same period in 2005.

For the nine-month period ended Sept. 30, 2006, sales were
CDN$959 million compared to CDN$981 million for the same period in
2005.  For the nine-month period ended Sept. 30, 2006, shipments
for both the containerboard and the corrugated products segments
were approximately at the same level as the same period in 2005.

Norampac owns eight containerboard mills and 26 corrugated
products plants in the United States, Canada and France.  With
annual production capacity of more than 1.45 million short tons,
Norampac is the largest containerboard producer in Canada and the
seventh largest in North America.  Norampac, which is also a major
Canadian manufacturer of corrugated products, is a joint venture
company owned by Domtar Inc. (TSX: DTC) and Cascades Inc. (TSX:
CAS).

                           *     *     *

As reported in the Troubled Company Reporter on June 14, 2006,
Moody's Investors Service downgraded Norampac Inc.'s corporate
family rating to Ba3 from Ba2, assigned a Ba2 rating to its
CDN$325 million senior secured five-year revolver and downgraded
its senior unsecured debt ratings to B1, effective June 12, 2006.


OPTIMAL CARE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Optimal Care Dialysis, Inc.
        18600 James Couzens
        Detroit, MI 48202
        Tel: (313) 341-7870

Bankruptcy Case No.: 06-55616

Chapter 11 Petition Date: October 27, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtor's Counsel: William L. Johnson, Esq.
                  29777 Telegraph Road, Suite 2500
                  Southfield, MI 48034
                  Tel: (248) 357-4800
                  Fax: (248) 357-4298

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
GAMBRO                           Credit Card          $15,380,938
P.O. Box 88845                   Charges - Supplies
Chicago, IL 60695-1845

Metro Medical Supply Inc.        Medical Supplies      $2,700,970
200 Cumberland Bend
Nashville, TN 37228

JPMorgan Chase Bank, N.A.        Principal Loan          $218,904
Grand River & Fenkell Business
Banking Group LPO
18203 Fenkell Avenue
Detroit, MI 48223

Shorebank, Detroit               Office Equipment        $200,000
Shorebank Bidco, Inc.
228 West Washington
Marquette, MI 49855

Fresenius Medical Care           Medical Supplies         $93,218
95 Hayden Avenue
Lexington, MA 02420-9192

Henry Schen Inc.                 Medical Supplies         $21,191

Chase Equipment Leasing Inc.     Dialysis Equipment       $18,376

The Hartford                     Insurance Premiums        $3,411

Advanta Bank Corp.               Credit Card               $3,319

Minntech Corp.                   Medical Dialysis          $2,039
                                 Supplies

Champion Manufacturing Inc.      Credit Charges            $2,000
                                 Supply

Fast Flight Medical              Billing Services          $1,900
Billing Service P.C.

Lab Safety Supply                Lab Supplies              $1,314

Colin Medical Instruments Corp.  Medical Equipment         $1,134

Detroit Edison                   Utility Services          $1,134

Agility Bioservices              Bio-Hazard Disposal       $1,100

American Telephone and           Phone Services              $898
Telegraph

City of Detroit                  Water Services              $761
Water and Sewerage Dept.

Covenant Disposal                Waste Disposal              $500
Services Inc.

Champion Nursing Service         Charges                     $400


PERFORMANCE TRANSPORTATION: Inks Services Pact with Qwest Comms
---------------------------------------------------------------
Performance Transportation Services Inc. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Western District of New York
for permission to enter into a telecommunication services
agreement with Qwest Communications Corporation.

Garry M. Graber, Esq., at Hodgson Russ LLP in Buffalo, New York,
explains that the Debtors utilize domestic and international
long-distance telephone and Internet services to ensure efficient
and unrestricted communications between their employees and their
customers.  Mr. Graber says proper telecommunications service is
important for the Debtors to conduct their business effectively.

According to Mr. Graber, the services of the Debtors' current
provider have diminished and that they believe that they are not
obtaining timely responses to their customer service requests.
Due to this, the Debtors examined alternatives and determined
that Qwest provides the most cost-effective services.  He points
out that Qwest will provide reliable telecommunication services
at substantial cost-savings of $540,000 over a three-year term.

Under the Agreement, the Debtors will:

   * pay reduced monthly rates;

   * have the ability to increase their telecommunications
     capacity within one network; and

   * obtain more responsive customer service.

Without the Agreement, the Debtors will be forced to pursue other
proposals or continue the services of their current provider at
greater cost to the Debtors' estates and their creditors, Mr.
Graber says.

Due to confidentiality concerns, the Debtors did not file a copy
of the Agreement together with the Motion.  Mr. Graber says the
Debtors will provide copies of the Agreement upon request to:

   * counsel for the official committee of unsecured creditors;

   * counsel to the administrative agent to (i) the Debtors'
     prepetition secured lenders under the first lien credit
     agreement and (ii) the DIP lenders;

   * counsel to the administrative agent to the Debtors'
     prepetition secured lenders under the second lien credit
     agreement;

   * the United States Trustee; and

   * the Court.

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PERFORMANCE TRANSPORTATION: Panel Argues Against Compensation Plan
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Performance Transportation Services, Inc., and its debtor
affiliates' bankruptcy cases presents more arguments to support
its opposition of the Debtors' proposed modified performance-based
program.

As reported in the Troubled Company Reporter on July 31, 2006, the
Debtors' performance-based program consists of two components:

   1. the EBITDAR Realization Bonus; and

   2. the Value Added Bonus.

Under the terms of the Modified Program, the Debtors increased the
number of their management personnel eligible to achieve a bonus
payment, to include all 54 participants that were eligible for a
bonus payment under the Debtors' prepetition bonus plan.  The
Modified Program does not include any type of severance payments.

The Committee has previously told the Court that the Modified
Incentive Program merely expands the eligible participates in an
attempt to justify the top-heavy bonuses to insiders and increases
the cost of the Original Program while still providing a windfall
to the Debtors' two top insiders.  The Modified Program, like the
Original Program, is nothing more than a stealth key employee
retention plan intended to reward insiders.

To further strengthen its argument, the Committee points the Court
to the decision of the U.S. Bankruptcy Court for the Southern
District of New York in In re Dana Corporation, No. 06-10354, 2006
WL 2563458 (Bankr. S.D.N.Y. September 5, 2006).

In Dana, Judge Burton L. Lifland rejected an incentive scheme
similar to the program proposed by the Debtors.

According to David Neier, Esq., at Winston & Strawn LLP, in New
York, Dana seeks approval of a compensation plan to six of its
executives -- a move disputed by the parties including its
creditors' committee.  Dana's compensation plan comprises various
components, including a target completion bonus that was based
upon Dana obtaining certain total enterprise values six months
after the effective date of a plan of reorganization.

The objecting parties assert that the artificially low "lay up"
thresholds for the payment of the target completion bonuses
virtually guaranteed that Dana's most senior executives would be
paid so long as they remained employees of Dana, and therefore
the proposed bonuses were more akin to a "pay to stay" or key
employee retention plan prohibited under the recently revised
Section 503(c) of the Bankruptcy Code.

In response, Dana alleges that the proposed bonuses are
incentive-based and not retention payments subject to Section
503(c).  It also compares its plan to the approved bonus programs
in In re Nobex Corp., Case No. 05-20050 (Bankr. D. Del. Jan. 12,
2006); and In re Calpine Corp., Case No. 05-60200 (Bankr.
S.D.N.Y. Apr. 26, 2006).

Mr. Neier, however, notes that the Dana court found the reliance
upon the decision of Nobex and Calpine misplaced.  It rejected
Dana's bonus plan for failing to comply with Sections 503(c) and
363.

Mr. Neier also points out that the Committee submitted a proposal
to the Debtors but heard nothing from them.  But what worried the
Creditors more than the lack of negotiations, is the apparent
lack of progress by the Debtors on their reorganization efforts
-- something that the Committee would like the Debtors to
validate why management deserve the bonuses.

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PHOTRONICS INC: Moody's Assigns Loss-Given-Default Ratings
----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. technology semiconductor and distributor
sector, the rating agency affirmed its B1 corporate family rating
on Photronics, 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
   ----------           -------  -------  ------   ----------
   $190MM 4.75%
   Convertible
   Subordinated Notes
   due 2006                B3      B2       LGD5      73%

   $150MM 2.25%
   Convertible
   Subordinated Notes
   due 2008                B3      B2       LGD5      73%

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%).


POP N GO:  Posts $4.4 Million Net Loss in Third Fiscal Quarter
--------------------------------------------------------------
Pop N Go Inc. reported a $4.4 million net loss on $18,661 total
sales for the quarter ended June 30, 2006, compared to a
$0.6 million net loss on $12,248 total sales for the same period
in 2005.

At June 30, 2006, the company's balance sheet showed $1.39 million
in total assets and $17.14 million in total liabilities, resulting
in a $15.75 million stockholders' deficit.  The company's
accumulated deficit reached $32.9 million at June 30, 2006.

The company's June 30 balance sheet also showed strained
liquidity with $1.29 million in total current assets available to
pay $16.91 million in total current liabilities.

A full-text copy of the company's balance sheet is available for
free at http://researcharchives.com/t/s?1429

                       Going Concern Doubt

Kabani & Company, Inc. expressed substantial doubt about the
company's ability to continue as a going concern after auditing
the company's financial statements for the fiscal year ended
Sept. 30, 2005.  The auditing firm pointed to the net losses
incurred during the fiscal year ended Sept. 30, 2005 of
$2.5 million, the negative cash flow in operating activities
amounting to $1.8 million in fiscal 2005, and the company's
accumulated deficit of $23.2 million at Sept. 30, 2005.

                        About Pop N Go, Inc.

Pop N Go, Inc. -- http://www.popngo.com/-- is a Delaware
corporation, organized in October of 1996, for the purpose of
conducting a business in the development, manufacturing, marketing
and distribution of a new line of specialty food service and food
vending machine equipment and related food products.

The company began operations in October 1996 and began shipping
its first product, the Pop N Go Hot Air Popcorn Vending Machine
during the 4th quarter of 1997.

The company acquired all of the outstanding shares of Nuts to Go,
Inc. in February of 1998 and thereby technology under development
for a hot nuts vending machine

In July of 2001, the Company acquired Branax, LLC, a development
stage company which had developed a variety of single serving
packaged flavorings for use on popcorn and other snack foods.

The company operates domestically as well as internationally.  The
company sells its machines to Australia, North America, Europe,
Asia and South America.


PRODIGY HEALTH: Moody's Junks Proposed $75MM Sr. Facility Rating
----------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
Prodigy Health Group, Inc.  In connection with this rating,
Moody's assigned a B2 senior secured rating to the proposed
$175 million senior secured 1st lien credit facility, and a Caa1
rating to the proposed $75 million 2nd lien senior secured credit
facility.

The outlook on the ratings is stable.

Moody's comments that it anticipates that the proceeds of the term
loans will be used to fund an acquisition and retire all existing
debt at Prodigy and the acquired company.  Prodigy is a health
services holding company under which several operating companies
provide self--funded health plan administration to employers,
claims processing to managed care companies, and medical
management to health plan payers.

With the acquisition, the rating agency said, Prodigy will become
the largest privately held health plan manager, with a national
geographic base, over one million members, and combined annual fee
revenue of approximately $180 million.

Moody's reported the B2 corporate family rating and the assigned
debt ratings reflect the company's high leverage as a result of
the added debt, low coverage ratio, and the uncertainty with
respect to the synergies and operational effectiveness of the
combined company.

Moody's notes that Prodigy has been very acquisitive, with its
most recent acquisitions being American Health Holding, which has
become its medical management subsidiary, and Weyco, a small third
party administrator.  The rating agency says it expects Prodigy to
continue to seek additional small acquisitions in the TPA market.

Prodigy's health plan division, Meritain Health, caters to middle
market employers that have special administrative needs that the
large national health insurance carriers are unable to provide.
Prodigy markets in areas where the provider discounts it obtains
through its rental networks are not significantly different from
the discounts obtained by the national carriers.

Moody's adds that since the target acquisition operates in
basically the same market as Prodigy, integration issues should
not be overly troublesome.  Synergies to be gained from the
acquisition involve staff reductions and gains from optimizing
vendor contracts.

The rating agency states that the ratings could move up if debt to
EBITDA is reduced to at least 3.5x, EBITDA interest coverage is at
least 3.5x, and the combined company achieves annual organic
growth of at least 3.5% while maintaining current earnings margin
levels.

However, if the company becomes involved in another large
acquisition involving additional debt, if EBITDA interest coverage
falls below 1x, if free cash flow to debt is below 2.5%, or if
there is an annual decline in revenue of 10% or greater then the
ratings could be moved down.

These ratings were assigned with a stable outlook:

   * Prodigy Health Group, Inc.

     -- corporate family rating of B2;
     -- 1st lien senior secured rating at B2; and,
     -- 2nd lien senior secured rating at Caa1.

Prodigy Health Group, Inc. is headquartered in Westport,
Connecticut.  As of December 31, 2005 the company reported
shareholder's equity of $8.2 million.  Total revenue for calendar
year 2005 was $46.8 million.


R&G FINANCIAL: Fitch Lowers to IDR to BB with Negative Outlook
--------------------------------------------------------------
Fitch Ratings has lowered R&G Financial Corporation's long-term
issuer default rating to 'BB' from 'BBB-'.  The Rating Outlook is
Negative.

The rating action is driven by concerns which center on longer
than expected delay in releasing audited financial statements for
fiscal year-end 2005 and quarterly financials for 2006, regulatory
restrictions on subsidiaries including recently received cease and
desist at R-G Crown Bank, operational performance in 2006, and mix
and level of capitalization.

The resolution of the Rating Outlook Negative will be driven by
the establishment of timely filing of financial statements and
greater clarity regarding the magnitude and timing of the
resolutions for various issues facing RGF.  These issues would
include regulatory agreements and restrictions, the SEC
investigation, and shareholder lawsuits.  In addition,
management's ability to remain well capitalized and improve
capitalization levels and mix, and demonstrated ongoing steady
state level of profit generation will be reviewed.

Following the restatement and unwinding of mortgage sales, RGF's
capital levels are at the low end of the current rating category.
Somewhat offsetting the low capital levels, is the
reduction/elimination of the riskier assets on RGF's books,
including residual interests and mortgage servicing rights.  The
capital structure has a large percentage of hybrid equity versus
peers.  In late March 2006, R&G was able to increase their
capitalization with $139.7 million of preferred stock.  Fitch
expects the capital levels to remain at the low levels over the
near term as profitability will be pressured and internal capital
formation will be low.  Fitch would view positively the issuance
of common equity to improve capitalization and would view any
additional hybrid equity as debt due to the current hybrid equity
levels.

The lack of audited financial statements pressures the company's
ability to attain cost efficient funding.  RGF has been able to
attain funding, liquidity, and capital but has paid a premium
which has effected the profitability of the company.  In addition,
the amount of operational resources allocated to the restatement
has been taking away from the day-to-day operations as seen by the
operational issues causing a cease and desist order issued on R-G
Crown Bank.

RGF has made many high-level management changes since the
announcement of the restatement.  The continued management changes
at the CFO level do little to add stability to a firm with many
pressing issues.  Although mid-level management seems to be
keeping the day-to-day operations performing, upper management has
been unable to devote a normal level of direction and oversight
due to the extensive demands required to resolve the
aforementioned regulatory and accounting issues.

These ratings have been downgraded by Fitch:

  R&G Financial Corporation

     -- Long-term IDR to 'BB' from 'BBB-';
     -- Preferred stock to 'B' from 'BB';
     -- Individual to 'D' from 'C'.

  R-G Premier Bank

     -- Long-term IDR to 'BB' from 'BBB-';
     -- Short-term issuer to 'B' from 'F3';
     -- Long-term deposit obligations to 'BB+' from 'BBB';
     -- Short-term deposit obligations to 'B' from 'F3';
     -- Individual to 'C/D' from 'C'.

  R-G Crown Bank

     -- Long-term IDR to 'BB' from 'BBB-';
     -- Short-term issuer to 'B' from 'F3';
     -- Long-term deposit obligations to 'BB+ from 'BBB';
     -- Individual to 'C/D' from 'C'

  R&G Mortgage

     -- Long-term IDR to 'BB' from 'BBB-'.

In addition, Fitch rates:

  R-G Premier Bank

     -- Support '5'.

  R&G Financial Corporation

     -- Support '5'.

  R-G Crown Bank

     -- Support '5'.


RADIOSHACK CORP: Fitch Holds Issuer Default Rating at BB+
---------------------------------------------------------
Fitch affirms its ratings on RadioShack Corporation:

     -- Issuer Default Rating at 'BB+';
     -- Bank credit facility at 'BB+';
     -- Senior unsecured notes at 'BB+.'
     -- Commercial Paper at 'B'.

The Rating Outlook has been revised to Negative from Stable.
Approximately $550 million of debt is affected by these actions.

The change in Outlook reflects RadioShack's weaker-than-
anticipated operating results year-to-date in 2006 and our concern
about revenue trends and the company's ability to meaningfully cut
costs.  The ratings continue to reflect RadioShack's weakness in
the wireless business and competitive operating environment as
well as ongoing turnaround efforts and adequate liquidity
available to meet the company's near-term capital and debt service
requirements.

RadioShack has experienced weakness in its core wireless business
which represents about one-third of its total revenues.  Wireless
sales were down 9% in the first nine months of 2006, reflecting
the company's struggle to attract customers to the Cingular
network despite targeted marketing efforts especially in the
northeast and northwest regions.  In addition, an unfavorable
merchandise mix of higher sales of prepaid wireless services and
upgrade handsets as well as lower-margin accessories have
compressed gross margin, contributing to a decline in the
company's EBITDAR margin to 13.3% in the twelve months ended
September 30, 2006 from 16.4% a year earlier.

As a result of the company's weak sales and lower operating
margins, its credit metrics have deteriorated.  Funds from
Operations fixed charge coverage dropped to 1.5 times (x) in the
twelve months ending Sept. 30, 2006 from 2.0x in 2005 while total
adjusted debt/EBITDAR increased to 4.5x from 3.5x over the same
period.  Nevertheless, RadioShack has sufficient liquidity to meet
its capital needs with cash of approximately $276 million and
availability of around $575 million under its credit facilities as
of September 30, 2006.

Fitch anticipates there will be improvements in operating margins
in 2007 resulting from the new management team's execution of the
company's turnaround plan to reduce costs and improve operational
efficiency, which includes closure of underperforming stores,
reduction in headquarters staffing, an updated inventory mix and
newly-remodeled stores.  Nevertheless, Fitch expects generating
top-line momentum to remain challenging and credit metrics to
remain below their historical levels over the near to medium term.

Of ongoing concern is the intense competition in the highly
fragmented consumer electronics industry and increased
distribution channels in the wireless business.  RadioShack
competes with national big-box retailers who can offer a larger
selection of consumer electronics products given the larger square
footage in their stores and discounters who can offer private-
label electronics at more attractive price points.  In addition,
the distribution channels for wireless products and services have
expanded over time as consumers can purchase the items now through
stores operated by the wireless carriers as well as the Internet.


RAFAELLA APPAREL: S&P Raises Corporate Credit Rating to B from B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on apparel
maker Rafaella Apparel Group Inc.; the corporate credit rating was
raised to 'B' from 'B-'.  The rating outlook is stable.  Total
debt outstanding at June 30, 2006 was about $165 million.

"The upgrade follows our review of Rafaella's business strategy
and financial policies, and incorporates the progress undertaken
by the company to alleviate some of our previous major rating
concerns," Standard & Poor's credit analyst Susan Ding noted.

"Since our initial rating in June 2005, Rafaella has expanded and
instituted a more professional senior management team with
extensive industry experience, and has addressed its internal
control weaknesses and financial reporting issues."

The company has hired PricewaterhouseCoopers LLC as its auditor,
and received an unqualified audit opinion for its financial
statements for the fiscal year ended June 30, 2006.

Although leverage has increased as expected since the ratings were
first assigned, credit measures for the year were also in line
with S&P's expectations.

The ratings on New York City-based Rafaella reflect the company's
participation in a highly competitive and very promotional retail
environment, its relatively small size in the apparel industry
(which is dominated by much larger players, like VF Corp., Liz
Claiborne Inc., Jones Apparel Group, etc.), its narrow product
focus, some customer concentration (Federated Department Stores),
and the significant debt incurred from the June 2005 acquisition
of the company by Cerberus Capital Management L.P.

The ratings also factor in new senior management's lack of a track
record with the company.

Rafaella designs and markets women's casual and career apparel--
primarily tops, skirts, pants, and jackets.  The company
concentrates on these basic products, which have less fashion
risk, and are sold to department and specialty stores, off-price
channels, and mid-tier national chains.


REGENT BROADCASTING: Moody's Puts B1 Rating on $125 Mil. Term Loan
------------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
and SGL-3 Speculative Grade Liquidity rating to Regent
Broadcasting, LLCs.

Additionally, Moody's assigned B1 ratings to the proposed
$70 million 7-year Revolving Credit Facility, $45 million 7-year
Delay Draw Term Loan and $125 million 7-year Term Loan B.

Proceeds from the transaction along with funds received from the
divestiture of eleven of its stations will be used to acquire five
stations in Buffalo, NY from CBS and one station in Albany, NY,
and refinance the company's existing debt.

The B1 corporate family rating reflects Regent's significant debt
to EBITDA leverage, modest scale and asset coverage.  The rating
also incorporates the company's limited free cash flow generation,
the highly competitive nature of the radio industry, the inherent
cyclicality of the advertising market, and Moody's belief that
radio is a mature industry with modest growth prospects.

Regent's rating is supported by its diverse revenue mix and
geographic footprint, local market focus and improving EBITDA
margins, pro forma for the acquisitions.

These are the rating actions:

Regent Broadcasting, LLC

   -- Corporate family rating B1

   -- Probability-of-default rating B2

   -- $70 million 7-year Revolving Credit Facility B1, LGD3,
      35%

   -- $45 million 7-year Delay Draw Term Loan B1, LGD3, 35%

   -- $125 million 7-year Term Loan B B1, LGD3, 35%

   -- SGL-3 speculative grade liquidity

The rating outlook is stable.

Regent Communications, Inc.'s, headquartered in Covington,
Kentucky, will own and operate 68 radio stations in 14 markets
located throughout the United States upon closing of the proposed
transactions.


RENO REDEVELOPMENT: S&P Cuts SPUR on Sub. 1998A Bonds to BB+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered it underlying rating
(SPUR) to 'BBB' from 'A-' on Reno Redevelopment Agency, Nev.'s
senior tax allocation bonds, series 1998F, reflecting the project
area's successive annual declines in assessed value (AV) and
increased taxpayer concentration.

In addition, Standard & Poor's lowered its SPUR to 'BB+' from
'BBB' on the agency's subordinated 1998A bonds because pledged
revenues did not cover subordinate debt service requirements in
2005 and 2006.  The outlook is stable, reflecting the
stabilization of AV in 2007.

"Declines in revenue weakened coverage so that the senior debt
service coverage, at 2.2x based on 2007 numbers, is only strong
enough to withstand the loss of the top taxpayer," Standard &
Poor's credit analyst Lisa Schroeer said.

"Coverage of subordinate bonds did not reach 1.0x in 2005 and
2006, and additional, non-pledged revenues were necessary to meet
payments," she added.

The series 1998F bonds are secured by a first-lien on tax
increment from the agency's redevelopment project area.  The
series 1998A bonds are secured by a second lien on the same
revenues.  The 1995A bonds, also secured by a second lien, are not
rated by Standard & Poor's.

Located in Washoe County, Reno is the economic center of
northwestern Nevada, with a growing population of about 195,000.
The city is 220 miles east of San Francisco and 420 miles north of
Las Vegas.  Located in the heart of downtown Reno, the project
area includes some of Northern Nevada's largest casino hotels,
including the Silver Legacy, representing 41% of incremental AV.


RESIDENTIAL ACCREDIT: Fitch Holds B Rating on 16 Cert. Classes
--------------------------------------------------------------
Fitch Ratings has taken action on these Residential Accredit Loan,
Inc. mortgage asset backed pass-through certificates:

  Series 1999-QS4:

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 affirmed at 'AAA';
     -- Class M-3 affirmed at 'AA';
     -- Class B-1 affirmed at 'A';
     -- Class B-2 affirmed at 'B'.

  Series 2001-QS16:

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 affirmed at 'AAA';
     -- Class M-3 upgraded to 'AAA' from 'AA';
     -- Class B-1 upgraded to 'A' from 'BBB';
     -- Class B-2 affirmed at 'B'.

  Series 2001-QS19:

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 upgraded to 'AAA' from 'AA+';
     -- Class M-3 upgraded to 'AA-' from 'A+';
     -- Class B-1 affirmed at 'BB+';
     -- Class B-2 affirmed at 'B'.

Series 2002-QS1:

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 upgraded to 'AAA' from 'AA';
     -- Class M-3 upgraded to 'AA+' from 'A';
     -- Class B-1 upgraded to 'A' from 'BBB';
     -- Class B-2 affirmed at 'B'.

Series 2002-QS3

     -- Class A affirmed at 'AAA'.

Series 2002-QS4:

     -- Class A affirmed at 'AAA';
     -- Class M-1 upgraded to 'AAA' from 'AA+';
     -- Class M-2 upgraded to 'AA+' from 'A+';
     -- Class M-3 upgraded to 'A-' from 'BBB+';
     -- Class B-1 affirmed at 'BB+';
     -- Class B-2 affirmed at 'B'.

Series 2002-QS6:

     -- Class A affirmed at 'AAA';
     -- Class M-1 upgraded to 'AAA' from 'AA+';
     -- Class M-2 upgraded to 'AAA' from 'A+';
     -- Class M-3 upgraded to 'AA' from 'BBB+';
     -- Class B-1 upgraded to 'BBB' from 'BB+';
     -- Class B-2 affirmed at 'B'.

Series 2002-QS8:

     -- Class A affirmed at 'AAA';
     -- Class M-1 upgraded to 'AAA' from 'AA+';
     -- Class M-2 upgraded to 'AA+' from 'A+';
     -- Class M-3 upgraded to 'A+' from 'BBB+';
     -- Class B-1 upgraded to 'BBB+ from 'BB+';
     -- Class B-2 upgraded to 'BB' from 'B'.

Series 2002-QS11

    -- Class A affirmed at 'AAA'.

Series 2002-QS12

     -- Class A affirmed at 'AAA'.

Series 2002-QS13:

     -- Class A affirmed at 'AAA';
     -- Class M-1 upgraded to 'AA+ from 'AA';
     -- Class M-2 upgraded to 'AA' from 'A';
     -- Class M-3 upgraded to 'A-' from 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

Series 2002-QS15

    -- Classes CB, NB, AP affirmed at 'AAA'.

Series 2002-QS16:

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 upgraded to 'A+' from 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

Series 2002-QS17
     -- Classes CB, NB, AP affirmed at 'AAA'.

Series 2002-QS18:

     -- Class A affirmed at 'AAA';
     -- Class M-1 upgraded to 'AA+' from 'AA';
     -- Class M-2 upgraded to 'A+' from 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

Series 2002-QS19

    -- Class A affirmed at 'AAA'.

Series 2003-QS2

     -- Class A affirmed at 'AAA'.

Series 2003-QS3:

     -- Class A affirmed at 'AAA';
     -- Class M-1 upgraded to 'AA+' from 'AA';
     -- Class M-2 upgraded to 'A+' from 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

Series 2003-QS4

     -- Class A affirmed at 'AAA'.

Series 2003-QS6

     -- Class A affirmed at 'AAA'.

Series 2003-QS7

     -- Class A affirmed at 'AAA'.

Series 2003-QS8

     -- Class A affirmed at 'AAA'.

Series 2003-QS9:

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

Series 2003-QS12:

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

Series 2003-QS14:

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

Series 2003-QS16:

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

Series 2003-QS18:

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

Series 2003-QS21

     -- Class A affirmed at 'AAA'.

Series 2003-QS22

     -- Class A affirmed at 'AAA'.

Series 2003-QS23:

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$2.16 billion of outstanding certificates.  The upgrades reflect
an improvement in the relationship of CE to future loss
expectations and affect approximately $51.31 million of
certificates.  The mortgage loan performance of the RALI
transactions has generally been consistent with expectations.  The
percentage of loans over 90 days delinquent ranges from 0.32% to
5.39%. The cumulative loss as a percentage of the initial pool
balance ranges from 0.0% to only 0.30%.

The mortgage loans in the aforementioned transactions consist of
both 30-year fixed-rate and 15-year fixed-rate mortgages extended
to both Prime and Alt-A borrowers which 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 33 (2003-QS23) to 90
(1999-QS4) months and the pool factors (current mortgage loan
principal outstanding as a percentage of the initial pool) ranges
from approximately 7% (1999-QS4) to 56% (2003-QS23).

The master servicer for all of aforementioned RALI deals is GMAC
RFC (Residential Funding Corporation) which is rated 'RMS1',
Rating Watch Evolving, by Fitch.


RIEFLER CONRETE: Gets Initial Okay on Harter Secrest Rentention
---------------------------------------------------------------
The Hon. Michael J. Kaplan of the U.S. Bankruptcy Court for the
Western District of New York gave Riefler Concrete Products LLC
and its debtor-affiliates authority, on an interim basis, to
employ Harter, Secrest & Emery LLP, as its Local Counsel.

The firm is expected to:

     a) give legal advice with respect to its powers and duties
        as a debtor-in-possession;

     b) assist in the preparation of motions, objections,
        complaints, answers, orders reports and other legal
        matters;

     c) appear in Court on behalf of the Debtor; and

     d) perform all other legal services for the Debtor, as
        debtor-in-possession, that may be necessary herein.

The Debtor have agreed on the firm's employment terms:

     -- certain attorneys and other personnel within the firm
        will undertake this representation at their standard
        hourly billing rates;

     -- individuals presently designated to represent the Debtors
        are:

        Professional              Designation     Hourly Rate
        ------------              -----------     -----------
        Raymond L. Fink, Esq.        member          $300
        John R. Weider, Esq.         member          $330
        Joseph Simpson, Esq.       associate         $180
        Ingrid Palermo, Esq.       associate         $200
        Melissa Cianfrini, Esq.    associate         $185

     -- hourly rates stated herein are subject to periodic
        adjustment to reflect economic and other conditions,
        and to reflect professionals' increased experience and
        expertise in this area of law;

     -- the firm will make periodic applications to the Court
        for interim compensation and understands that any
        compensation and reimbursement for expense incurred
        herein will be subject to approval by the Court.

Raymond L. Fink, Esq., assured the Court that his firm does not
hold any interest adverse to the Debtors' estate and is a
"disinterested person" as that is define in Section 101(14) of the
Bankruptcy Code.

Mr. Fink can be reached at:

     Raymond L. Fink, Esq.
     Harter Secrest & Emery LLP
     1600 Bausch & Lomb Place
     Rochester, New York 14604-2711
     Tel: (585) 232-6500
     Fax: (585) 232-2152
     http://www.hselaw.com/

Headquartered in Hamburg, New York, Riefler Concrete Products, LLC
-- http://www.riefler.com/-- manufactures and distributes
licensed concrete masonry products, and offers concrete
construction and filling services.  The Company and its affiliate,
Riefler Real Estate Corp., filed for chapter 11 protection on June
12, 2006 (Bankr. W.D. N.Y. Case No. 06-01574).  Bruce F. Smith,
Esq., at Jager Smith P.C., represent the Debtors in their
restructuring efforts.  When they filed for bankruptcy, the
Debtors reported assets and debts amounting between
$10 million to $50 million.


RIVES CARLBERG: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Rives Carlberg, L.P.
        3 East Greenway Plaza, Suite 1800
        Houston, TX 77046

Bankruptcy Case No.: 06-35744

Type of Business: The Debtor is an advertising company.
                  See http://www.carlberg.com/

Chapter 11 Petition Date: October 27, 2006

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: Craig Harwyn Cavalier, Esq.
                  2211 Norfolk, Suite 800
                  Houston, TX 77098
                  Tel: (713) 621-4720
                  Fax: (713) 621-4779

Total Assets: $3,027,348

Total Debts:  $2,801,142

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


ROBERT ZOCCO: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Robert P. Zocco
        Arlene A. Zocco
        3296 Hollow Corners
        Dryden, MI 48428

Bankruptcy Case No.: 06-32453

Chapter 11 Petition Date: October 27, 2006

Court: Eastern District of Michigan (Flint)

Judge: Daniel S. Opperman-Flint

Debtor's Counsel: Jay S. Kalish, Esq.
                  Jay S. Kalish & Associates, P.C.
                  28592 Orchard Lake Road, Suite 360
                  Farmington Hills, MI 48334
                  Tel: (248) 932-3000
                  Fax: (248) 932-8580

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Combine International, Inc.        Loan                  $306,871
Shrik Meta
354 Indusco Court
Troy, MI 48083


ROLE MODELS: Debtor Had No Interest in Fort Ritchie Property
------------------------------------------------------------
Role Models America Inc. is a non-profit educational institution,
seeking to convert surplus military bases into military-style
preparatory academies for at-risk secondary-school dropouts.  To
support this effort, Congress appropriated $10 million in start-up
funding to "establish an academy that consists of a residential
center located on the site of a military installation closed or
realigned pursuant to a law providing for closures and
realignments of such installations." 29 U.S.C. Sec. 2914(g)(2);
H.R. Rep No. 105-825, at 1257 (1998) (encouraging Department of
Labor to make funds available to Role Models).

Interested in using Fort Ritchie as a school, Role Models
approached PenMar in December 1996 about a public benefit
conveyance screening.  PenMar replied that "it was not the
appropriate screening time."  Later, PenMar told Role Models that
"the screening process for the educational conveyance provisions
was not required at Fort Ritchie."  Claiming that it was entitled
to a public benefit conveyance screening regarding the Fort
Ritchie property, Role Models filed suit in the United States
District Court for the District of Columbia against the
Secretaries of the Army and of Education, requesting a temporary
restraining order and a preliminary injunction prohibiting the
conveyance of Fort Ritchie to PenMar until the Government
conducted a proper screening.

Role Models says the government wrongfully depriving it of a fair
opportunity to compete for and acquire a surplus military base
located at Fort Ritchie.  Role Models alleges that the government
violated the Administrative Procedures Act, 5 U.S.C. Sec. 702, and
the Defense Base Closure and Realignment Act, 10 U.S.C. Secs. 2901
et seq.  In particular, Role Models complains that the government
failed to properly screen parties who were interested in the Fort
Ritchie property before committing to convey the property to
PenMar Development Corporation -- a state-created development
corporation.  Role Models claims that PenMar will immediately
sell, or "flip," the property to a third party, Corporate Office
Properties Trust.  Because COPT allegedly plans to build two
modern buildings on the site, Role Models claims that the Army's
proposed conveyance of the Fort Ritchie property to PenMar
violates the Administrative Procedures Act and the National
Historic Preservation Act, 16 U.S.C. Secs. 470 et seq.

The government moved to dismiss the lawsuit, arguing that previous
rulings published at 193 F.Supp.2d 76, 77 (D.C. 2002) and 317 F.3d
327 (D.C. Cir. 2003) and an unpublished Memorandum Opinion entered
by the District Court on May 18, 2005, bar some claims and that
Role Models lacks standing to bring its remaining claims.

In a decision published at 2006 WL 2793178, the Honorable Ricardo
M. Urbina rules that because Role Models can't identify a
personal, redressable injury for its APA, DBCRA or NHPA claims,
and because the D.C. Circuit's rulings bar Role Models' other
claims, the lawsuit should be dismissed.  Further, Judge Urbina
says that the automatic stay in Role Models' chapter 11 proceeding
was insufficient to stall conveyance of the Fort Ritchie property
to PenMar.  Role Models was evicted from the military base prior
to its Chapter 11 filing and that terminated the Debtor's interest
in the property.

Role Models America, Inc., filed for chapter 11 protection on May
10, 2002 (Bankr. D. Md. Case No. 02-15752).  The Debtor's chapter
11 case was closed on March 20, 2003.


ROO GROUP: Posts Net Loss of $3.2 Mil. in Second Quarter
--------------------------------------------------------
Roo Group Inc. reported a net loss of $3,247,000 on revenues of
$2,014,000 for the quarter ended June 30, 2006, compared to a net
loss of $1,223,000 on $1,549,000 revenues for the same period in
2005.

At June 30, 2006, the company's balance sheet showed $6,818,000 in
total assets, $3,405,000 in total liabilities, Minority Interest
of $125,000, and $3,288,000 in total stockholders' equity.

Full-text copies of the company's second quarter 2006 financial
statements are available for free at:

                http://researcharchives.com/t/s?142f

                      Going Concern Doubt

As reported in the Troubled Company Reporter on May 29, 2006,
Moore Stephens, P.C., in New York, raised substantial doubt about
ROO Group Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2005.  The auditor pointed to the company's
recurring losses and negative cash flows from operations.

ROO Group, Inc. -- http://www.roo.com/-- is a global provider of
digital media solutions and technology that enables the
activation, marketing and distribution of digital media video
content over the Internet and emerging broadcasting platforms such
as set top boxes and wireless.  ROO offers turnkey video solutions
for businesses seeking to improve their web presence with video
broadcasts or broadcast their own latest video clips.  ROO helps
business advertise their latest offering with interactive
advertising solutions, 15-30 second video commercials with a
linked call to action and played simultaneously with topical video
content in a television style format over the Internet.


ROWECOM INC: Liquidating Trustee Provides Update on Recent Actions
------------------------------------------------------------------
Christopher J. Panos, liquidating trustee for the Liquidating
Trust of Sabine Inc. fka RoweCom Inc. and its substantively
consolidated debtors, established under their confirmed Third
Amended Joint Liquidating Plan, provides a summary of the status
of his activities regarding the administration of the Trust.

Mr. Panos discloses that prior to the end  if 2005, he distributed
approximately $5 million to holders of allowed general unsecured
claims on a pro rata basis.  The aggregate amount of general
unsecured claims in the Debtors' cases is approximately
$74 million.  The percentage dividend on the initial distribution
was slightly more than 6% of the amount of the claimholders'
allowed general unsecured claim.

Certain assets of the Liquidating Trust have yet to be fully
liquidated including the Trust's claim in the bankruptcy case of
Enivid, Inc.  The Trust's allowed claim against Enivid has been
established pursuant to a court-approved stipulation between the
parties.  Mr. Panos has received an initial distribution and
further distributions are subject to the resolution of claim
objections and litigation pending in connection with Enivid's
bankruptcy case.

As of October 2006, the Liquidating Trust has two causes of action
that remain pending:

In January 2005, the Liquidating Trustee filed a lawsuit against
Jude Sullivan, the sole director of the Debtor.   Mr. Panos
accused Mr. Sullivan of breaching his fiduciary duty and
improperly wasting the Debtor's corporate assets, causing
substantial damages to the Debtor and its creditors.  The parties
are currently engaged in discovery and are finalizing a deposition
schedule.

In January 2005, the Liquidating Trustee filed a lawsuit against
the State University of New York.  The Liquidating Trustee seeks
to avoid and recover, as preferential, a $500,000 transfer to
SUNY.  The parties have agreed to stay the case in order to permit
the resolution of a central issue in the case law by the U.S.
Supreme Court.  The Supreme Court has resolved the issue
pertaining to sovereign immunity, in a way that the Liquidating
Trustee believes is favorable to the Trust's position.  The
parties have engaged in settlement discussions following the
Supreme Court's decision.

Mr. Panos says no public assessment can be made regarding the
probability or timing of future distributions to creditors because
the availability to further amounts for distribution are largely
dependent on the outcome of litigation pursued by the Trust.

Rowecom Inc. offered content sources and innovative technologies
and provides information specialists, particularly in the library,
with complete solutions serving all their information needs, in
print or electronic format.  The Company, together with six of its
affiliates, filed for chapter 11 protection on January 27, 2003
(Bankr. Mass. Case No. 03-10668).  Stephen E. Garcia, Esq., Mindy
D. Cohn, Esq., at Kaye Scholer LLC and Jeffrey D. Sternklar, Esq.,
Jennifer L. Hertz, Esq., at Duane Morris, LLP represent the
Debtors in their restructuring efforts. When the Company filed for
protection from its creditors, it listed estimated assets and
debts of over $50 million each.


SAINT VINCENTS: Court Approves Nursing School Asset Auction
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved bidding procedures for an auction to select the party
with whom Saint Vincents Catholic Medical Centers of New York will
enter into:

    (i) a management agreement relating to the day-to-day
        management of:

        -- The School of Nursing of Saint Vincent's Catholic
           Medical Centers of New York for Brooklyn and
           Queens; and

        -- The School of Nursing of Saint Vincent's Catholic
           Medical Centers for Staten Island; and

   (ii) an option agreement granting the successful bidder an
        option to acquire certain assets of the Nursing Schools.

The Debtors will hold an auction on Nov. 9, 2006, at the office of
Weil Gotshal in New York, which auction will only be held if
qualified bids of sufficient value are received before the
November 1 deadline for submitting bids.

Objections to the sale must be filed with the Court no later than
Nov. 14, 2006.

As reported in the Troubled Company Reporter on Oct. 13, 2006, The
Nursing Schools train students in a two-year degree-granting
program.  Saint Vincent Catholic Medical Centers has 255 students
enrolled and has accepted and oriented a new class for the
2006-2007 academic year.  The Nursing Schools charge tuition to
students who either pay directly, through scholarships, or
through Title IV federal loan programs.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, said the economic synergy between the Nursing Schools and
the Debtors' other businesses has weakened because tuition has
been insufficient to cover costs.  The Debtors' aggregate annual
loss attributable to the Nursing Schools is in excess of $850,000
per year.

The Debtors concluded that the best way to pursue a transition for
the Nursing Schools is to first establish a relationship with a
sponsor as an operating manager of the Nursing Schools, with
oversight by the Debtors, and then close a sale after successful
completion of the regulatory approval process.  The contemplated
Management Agreement will be in place until the SED grants the new
sponsor a license with degree-granting authority.

In turn, the management company will operate the Nursing Schools
and have responsibility for the day-to-day activities, including
financial responsibilities for their operations.  The Debtors
will maintain ultimate supervisory authority over the management
of the Schools, but will have no financial obligation under the
arrangement, Mr. Troop explained.

A full-text copy of the Bidding Procedures related to the sale is
available for free at http://researcharchives.com/t/s?135a

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 37 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: Judge Hardin Allows Sale of Surplus Assets
----------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York has authorized Saint
Vincents Catholic Medical Centers of New York and its debtor-
affiliates to sell their surplus assets free and clear of all
liens, claims, encumbrances and other interests.

As reported in the Troubled Company Reporter on Oct. 13, 2006, the
Debtors own tangible personal property that is no longer useful to
their business operations.  The Debtors estimated that each
individual surplus asset has a value of less than $75,000,
and an aggregate value of $300,000.  Majority of the Surplus
Assets are equipment formerly used at St. Mary's Hospital of
Brooklyn or St. Joseph's Hospital.  The Debtors are in the process
of relocating the Surplus Assets to Bayley Seton Hospital, Staten
Island.

No assets owned and used by Computer Sciences Corporation in line
with its provision of services under an information technology
service agreement with the Debtors are sold or transferred as
Surplus Assets.

In addition, Judge Hardin prohibits the Debtors from selling or
transferring any Surplus Assets that are subject to a lien in
favor of General Electric Capital Corporation unless:

    (a) GE Capital has consented to that sale or transfer;

    (b) the Court enters a subsequent order, upon notice to GE
        Capital, authorizing the Debtors to make the sale or
        transfer; or

    (c) GE Capital's consent is not required for the sale or
        transfer under the GE Capital financing agreements.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 37 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEARS ROEBUCK: Moody's Assigns Loss-Given-Default Ratings
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. and Canadian Retail Sector, the rating
agency downgraded its Ba1 probability of default Ratings for Sears
Roebuck Acceptance Corp.'s 6.25% to 7.5% Notes and Medium Term
Notes.  Additionally, Moody's assigned LGD5 ratings to the bonds,
suggesting noteholders will experience a 72% loss in the event of
a default.

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

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

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

Sears Roebuck Acceptance Corp. is a wholly owned finance
subsidiary of Sears, Roebuck and Co.  It raises funds through the
issuance of unsecured commercial paper and long-term debt, which
includes medium-term notes and discrete underwritten debt.  SRAC
continues to support 100% of its outstanding commercial paper
through its investment portfolio and committed credit facilities.


SEMCAMS HOLDING: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency lowered it Ba3 rating on
SemCams Holding Company's Sr. Sec. Term Loan due 2010 to Ba2.

In addition, Moody's attached an LGD3 rating on these loans,
suggesting noteholders will experience a 41% 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%).


SEPRACOR INC: Restates Annual Reports Showing Option Grant Changes
------------------------------------------------------------------
Sepracor Inc. filed with the Securities and Exchange Commission an
amended annual report on Form 10-K for the year ended Dec. 31,
2005, including restatement of selected financial data for the
years ended December 31, 2004, 2003, 2002 and 2001.

                      Restated 2005 Results

Sepracor Inc.'s balance sheet at Dec. 31, 2005, showed total
assets of $1,274,497,000 and total liabilities of $1,439,986,000
resulting in a total stockholders' deficit of $165,489,000,
compared with a $331,115,000 deficit at Dec. 31, 2004

For the year ended Dec. 31, 2005, the company earned $3,927,000 of
net income after income taxes on $820,928,000 of total revenues,
compared with a $296,910,000 net loss after income taxes on
$380,877,000 of total revenues for the year ended Dec. 31, 2004.

Full-text copies of the company's restated financial statements
for the year ended Dec. 31, 2005, are available for free at:

               http://researcharchives.com/t/s?140d


                   SEC Option Practices Inquiry

In June 2006, at SEC's request, Sepracor appointed a special
committee of outside directors to conduct an internal review
relating to the company's stock option grants and stock option
practices.

The Special Committee, with the assistance of outside legal
counsel and outside accounting specialists, together with
the company's finance department, reviewed the stock option grants
to the company's officers, directors and employees from 1996 to
the present under various stock option plans in effect during the
period.

Based on the reviews, the company has determined that the
measurement dates for certain stock option grants during prior
periods differed from the recorded dates for the awards primarily
due to these circumstances:

   (i) stock option grants which specified effective dates that
       may have preceded the dates of receipt of all necessary
       signatures or approvals, finalization of lists specifying
       stock option grants or an employee's first date of
       employment; and

  (ii) stock option awards that were approved with exercise prices
       lower than fair market value on the effective date of
       grant.

In addition, the company has determined that:

   (a) the modification of certain stock option grants in
       connection with an employee's termination of employment;
       and

   (b) the exercise of certain stock options that had not vested
       prior to an employee's termination, resulted in a new
       measurement date for such stock options.

As a result, the company is required to record non-cash
adjustments for additional stock-based compensation expense in
accordance with APB No. 25, "Accounting for Stock Issued to
Employees."  The non-cash charges had no impact on previously
reported revenues, cash or cash equivalents or total assets.

Although the special committee has completed its review, the
committee will remain in place for the duration of the SEC's
inquiry.

Headquartered in Marlborough, Massachusetts, Sepracor Inc.
(Nasdaq: SEPR) -- http://www.sepracor.com/-- is a research-based
pharmaceutical company specializing in the treatment and
prevention of human diseases.  Sepracor's drug development program
has yielded a portfolio of pharmaceutical products and candidates
with a focus on respiratory and central nervous system disorders.


SFG LP: Wants to Hire DJM Asset as Real Estate Consultant
---------------------------------------------------------
SFG L.P. and its debtor-affiliates asks authority from the
U.S. Bankruptcy Court for the Western District of Texas to employ
Andrew Graiser and his firm DJM Asset Management LLC as their real
estate consultant.

DJM Asset will:

   a) identify and interface with potential purchasers and to
      respond to their information requests;

   b) negotiate, for the benefit of the Debtors, the termination,
      assignment, sublease or other disposition of the restaurant
      leases and implement a marketing plan for the leases;

   c) negotiate, for the benefit of the Debtors, reductions of
      prepetition cure amounts, U.S. Bankruptcy Code Section
      502(b)(6) claims, rent reductions, and other modifications
      with respect to the leases;

   d) assist the Debtors' attorneys and executives in the
      documentation of proposed transactions and assist in the
      auction process of the leases;

   e) provide progress reports to the Debtors on a weekly basis at
      minimum; and

   f) render professional advice and perform all other services in
      connection with the foregoing.

Susana Carbajal, Esq., at Brown McCarroll, LLP, discloses that the
Firm will be compensated through:

   1) Property Dispositions

      a. Upon the closing of a transaction in which any Property
         is sold, assigned, subleased or otherwise transferred to
         a third party, DJM shall earn a fee in an amount equal to
         the greater of (i) $5,000 and (ii) 5% of the gross
         proceeds of the disposition plus 5% of the distribution
         that would have been paid to the applicable landlord
         under a confirmed chapter 11 plan in the Debtor's case if
         the lease were rejected.

      b. If, for any reason other than the default of the DJM, a
         property that the Debtor directed DJM to market for the
         disposition has not been disposed of during the term of
         this agreement, SFG will earn a minimum fee of $3,000 per
         property, which will be paid within 5 business days after
         the earlier of (i) Debtor's plan of liquidation or other
         conclusion of its bankruptcy case is final and effective
         or (ii) the applicable lease is rejected.

   2) Reduction in Bankruptcy Claims

      a. For any lease assumed by the Debtor, if the amount
         required to be paid to the landlord to cure defaults
         existing at the time of assumption is reduced below the
         cure amount that the Debtor reasonably acknowledges is
         owing, DJM will receive a fee for the waiver or reduction
         of the cure amount in an amount equal to 5% of the total
         amount so reduced or waived.  The fee will be paid within
         5 business days after the earlier to occur of the date
         that (i) the effective date under any confirmed chapter
         11 plan filed by the Debtor and (ii) a Court order
         approving the assumption of the applicable lease is final
         and non-appealable.

      b. for any lease rejected by the Debtor, if the landlord
         agrees to reduce of waive the claim if could reasonable
         assert under the Bankruptcy Code or otherwise, DJM will
         receive a fee in an amount equal to 5% of the savings of
         any distribution that otherwise would have been payable
         to the landlord under a confirmed chapter 11 plan in the
         Debtor's bankruptcy case.  Fee shall be payable pursuant
         to the terms of any confirmed chapter 11 plan in the
         Debtor's bankruptcy case.

   3. Rent Reductions and Other Lease Modifications

      a. for leases that the Debtor directs DJM to negotiate DJM
         will receive a fee as follows: for negotiating the
         monetary terms of any lease DJM's fee shall be 8% of the
         present value, using a 6% discount factor, of occupancy
         cost savings for the remainder of the current term and
         any previously exercised option term of the lease.
         Occupancy cost means the sum of base rent, percentage
         rent, CAM, taxes, insurance and other charges payable by
         the tenant under the lease.  Percentage rent will be
         calculated using sales figures for the twelve months
         ending Sept. 30, 2006 and CAM, taxes, insurance and other
         charges will be calculated using the last available full
         year charge for each item.  Occupancy cost savings means
         the difference between original occupancy cost and the
         negotiated occupancy cost for the period from the
         effective date of a lease amendment until the end of the
         lese term, including any previously exercised option
         terms.  For negotiating a non-monetary lease
         modification, as Debtor's unilateral right to early
         termination of a lease, DJM's fee shall be an amount
         equal to 1/2 month's occupancy cost, as of the month
         prior to the modification, for lease.  DJM's fees
         provided for in this Section 4(a) shall be payable on the
         earlier to occur of the date that (i) any Court order
         approving the modified lease terms shall be final and
         non-appealable of (ii) the date the Debtor begins to
         receive the benefits of the renegotiation pursuant to a
         lease amendment, and the receipt of an invoice from DJM.

   4. Additional Consulting Services

      a. DJM will be compensated for additional consulting
         services performed at Debtor's specific request and that
         are not otherwise provided for in this agreement at the
         rate of $300 per hour.  DJM will keep records of
         services.

   5. Successors and Assigns

      a. DJM shall be entitled to compensation for services
         rendered whether from the Debtor or any successor or
         assignee including but not limited to, a chapter 11 or
         chapter 7 trustee.

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

Mr. Graiser can be reached at:

     Andrew Graiser, CPA
     Co-President
     DJM Asset Management LLC
     445 Broad Hollow Road, Suite 317
     Melville, New York 11747
     Tel: (631) 752-1100
     Fax: (631) 752-1231
     http://www.djmasset.com

SFG, LP -- http://sandiafood.com/-- operates as a franchisee and
operator of "Johnny Carino's" restaurants in Texas, New Mexico and
Arizona.  The Company filed for chapter 11 protection on Aug. 4,
2006 (Bankr. W.D. Tex. Case No. 06-11207).  When the Debtor filed
for protection from its creditors, it estimated its assets and
debts between $10 million and $50 million.

Sandia Food Group, Inc., its general partner, filed for chapter 11
protection on Aug. 7, 2006 (Bankr. W.D. Tex. Case No. 06-11212).
On Aug. 8, 2006, three more affiliates filed chapter 11 petitions
in the same Court.


SMARTIRE SYSTEMS: David Warkentin Gets Promoted to President & CEO
------------------------------------------------------------------
SmarTire Systems Inc.'s board of directors has promoted vice
president of Sales and Marketing, David Warkentin to president and
chief executive officer.

Prior to joining the Company in August 2005, Mr. Warkentin was the
vice president of sales for Intrinsyc Software International,
Inc., a Canadian public company that provides engineering services
to wireless mobile device makers and licensable software for the
wireless telephone handset market.  From 2000 until 2004, he was
the director of sales for Silent Witness Enterprises Ltd., a
Canadian company that manufactures security cameras and digital
video recorders targeted to the financial, educational and
corrections markets.  Also during 2000, Mr. Warkentin was the
North American sales manager for Digital Dispatch Systems, where
he was responsible for a sales team selling mobile dispatch
hardware and software solutions directly to end-users.

Robert Rudman, chairman of the board of directors, said, "Dave has
had an extremely positive impact on SmarTire.  Directing our sales
and marketing efforts, he has successfully built an impressive
portfolio of commercial customers that is now translating into
rapid revenue growth.  Dave has the right vision and skill set to
drive SmarTire forward in a decisive manner.  He has earned the
highest respect from his colleagues and from our board of
directors.  Dave replaces Leif Pedersen.. Leif has resigned as he
decided to pursue other business in Europe and not to relocate to
Vancouver.  We thank him for his excellent contributions over the
past six months."

Based in British Columbia, Canada, SmarTire Systems Inc. (OTC
Bulletin Board: SMTR) -- http://www.smartire.com/-- develops and
markets technically advanced tire pressure monitoring systems for
the transportation and automotive industries that monitor tire
pressure and tire temperature.  Its TPMSs are designed for
improved vehicle safety, performance, reliability and fuel
efficiency.  The Company has three wholly owned subsidiaries:
SmarTire Technologies Inc., SmarTire USA Inc. and SmarTire Europe
Limited.

                         Going Concern

In an addendum to its audit report, KPMG pointed to the Company's
uncertainty in meeting its current operating and capital expense
requirements after auditing the Company 's financial statements
for the fiscal years ended July 31, 2005 and 2004.


SWIFT & COMPANY: Names Raymond Silcock as EVP and CFO
-----------------------------------------------------
Swift & Company has named Raymond P. Silcock as executive vice
president and chief financial officer.

Mr. Silcock, who will join the Company on Nov. 6, 2006, served as
executive vice president and chief financial officer of Toronto-
based private label soft drink manufacturer Cott Corporation from
1998 to 2005 and prior to that was chief financial officer of
Delimex, a San Diego-based frozen food maker, from 1997 to 1998.

Previously at Campbell Soup Company from 1979 to 1997, he held
various management positions, including most recently vice
president-finance, Bakery and Confectionary Division.

Mr. Silcock holds an MBA from the Wharton School of the University
of Pennsylvania and is a Fellow of the Chartered Institute of
Management Accountants (U.K.).

Swift & Company President and CEO Sam Rovit said, "Ray's addition
enhances the capabilities of our already strong management team.
He is a seasoned and well-rounded finance professional with
extensive experience in the global food and beverage industry.

"His successful track record of significantly improving sales and
earnings through effective strategic planning and operational
execution will benefit Swift in our drive to become the best
provider of red meat in the world.  We are very pleased to have
Ray join the Swift team."

Bill Trupkiewicz, acting CFO since February 2006, will continue
with Swift & Company as senior vice president, corporate
controller, and chief accounting officer.

Mr. Rovit added, "We are grateful for Bill Trupkiewicz's
outstanding performance as acting chief financial officer over the
past eight months.  His efforts, and those of the entire finance
team, supported the execution of our operational excellence
initiatives during the recent beef peak demand season."

                       About Swift & Company

With more than $9 billion in annual sales, Swift & Company --
http://www.swiftbrands.com/-- is the world's second-largest
processor of fresh beef and pork.  Founded in 1855 and
headquartered in Greeley, Colo., Swift processes, prepares,
packages, markets, and delivers fresh, further-processed and
value-added beef and pork products to customers in the United
States and international markets.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Moody's Investors Service confirmed Swift & Company's B2 Corporate
Family Rating in connection of its implementation of its new
Probability-of-Default and Loss-Given-Default rating
methodology.


SWIFT & COMPANY: First Fiscal Quarter Net Sales Rose to $2.59 Bil.
------------------------------------------------------------------
Swift & Company reported net sales of $2.59 billion for its fiscal
first quarter ended Aug. 27, 2006, up 7.7% from net sales of
$2.40 billion in the comparable prior-year period.

The Company's net sales increase reflects an 11.6% net sales gain
in Swift Beef, a 4.5% net sales increase in Swift Pork, and a 0.6%
net sales decline in Swift Australia.

Swift Australia net sales were adversely affected by a 1.2%
decrease in the Australian dollar to U.S. dollar exchange rate
compared to the prior-year period.

The Company's first-quarter EBITDA (Earnings Before Interest,
Taxes, Depreciation and Amortization) was $53 million, up 83.9%
from $29 million in the prior-year period.  EBITDA increases in
Swift Beef were somewhat offset by declines in Swift Australia and
Swift Pork.

At the end of the fiscal first quarter, the Company's borrowing
capacity under its $550 million revolving credit facility stood at
$254 million.  The Company ended the first quarter with
$55 million of cash on hand and $824 million of total debt
outstanding.

"Our strategy delivered results this past quarter," Swift &
Company's president and chief executive officer Sam Rovit said.

"The implementation of Swift's operational excellence initiatives
and improved U.S. beef commodity market conditions combined to
produce the best first quarter in Swift Beef since the enactment
of export bans in December of 2003.

"Swift Pork performed more in line with historical profitability
averages, as expected, and Swift Australia's performance continues
to be held back by livestock supply constraints driven by
unfavorable finishing pasture conditions."

Mr. Rovit added, "I am extremely proud of the efforts of our
20,000 global employees this past quarter.  We worked as a team to
execute against a sound strategic plan first established over a
year ago.

"While we are encouraged by our first-quarter results, we
recognize that a full U.S. beef market recovery may take some time
to play out.

"Looking ahead, we intend to maintain our focus on Swift Beef as
we continue to identify and implement improvement initiatives in
our Pork and Australia business segments."

                            Swift Beef

Swift Beef's fiscal first quarter net sales increased 11.6% to
$1.57 billion compared to $1.40 billion in the prior-year period.
Selling price increases of 2.7% were accompanied by volume
increases of 8.7% as both domestic product demand and cattle
supplies improved over the prior-year period.

Swift Beef's fiscal first quarter EBITDA increased to $36 million
from $4 million in the prior-year period.  The EBITDA improvement
reflects an 11.6% increase in net sales reflecting the selling
price and volume increases noted above, with nominally higher raw
material costs per unit partially offsetting the increase in
selling prices per unit.

EBITDA in the current year was also impacted by increases in
freight costs due to higher fuel surcharges from common carriers
coupled with higher packaging costs, partially offset by lower
utility costs.

Selling, general, and administrative costs were lower year over
year, principally reflecting lower professional fees, partially
offset by increased incentive accruals based on improved Company
performance.

                            Swift Pork

Swift Pork's fiscal first quarter net sales increased 4.5% to
$546 million compared to $523 million in the prior-year period.
Average selling prices increased 0.8% while sales volumes
increased by 3.7%.

Increases in selling prices were attributable to stronger-than-
usual seasonal demand for pork both domestically and
internationally as beef continued to provide a price umbrella for
pork products.

Swift Pork's fiscal first quarter EBITDA declined to $12 million
from $16 million in the comparable prior-year period.  The decline
primarily reflected sales volume increases that were more than
offset by increases in transportation because of higher fuel
surcharges and packaging costs, coupled with certain one-time
professional fees and consulting costs related to strategic
initiatives incurred in the current year.

                          Swift Australia

Swift Australia's fiscal first quarter net sales decreased 0.6% to
$482 million compared to $485 million in the prior-year period.
Average selling prices remained flat and sales volumes declined
0.7%.

The decrease in net sales mainly resulted from volume declines in
the grass-fed business related to tighter cattle supplies
resulting from a longer time required for cattle to reach market
weights.

Net sales were adversely affected by a 1.2% decrease in the
Australian dollar to U.S. dollar exchange rate compared to the
prior-year period.

Swift Australia's fiscal first quarter EBITDA declined to
$5 million from $9 million in the comparable prior-year period.
The decline primarily reflected decreased gross margin principally
in the grass-fed business related to increases in livestock costs,
coupled with slightly lower volumes and nominally flat sales
prices.

In addition, EBITDA was negatively impacted by higher hourly
labor, packaging, utility costs, and certain one-time professional
fees and consulting costs related to strategic initiatives
incurred in the current year.

                       About Swift & Company

With more than $9 billion in annual sales, Swift & Company --
http://www.swiftbrands.com/-- is the world's second-largest
processor of fresh beef and pork.  Founded in 1855 and
headquartered in Greeley, Colo., Swift processes, prepares,
packages, markets, and delivers fresh, further-processed and
value-added beef and pork products to customers in the United
States and international markets.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Moody's Investors Service confirmed Swift & Company's B2 Corporate
Family Rating in connection of its implementation of its new
Probability-of-Default and Loss-Given-Default rating
methodology.


SYNTHRON INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Synthron, Inc.
        420 C West Fleming Drive
        Morganton, NC 28655

Bankruptcy Case No.: 06-11196

Type of Business: The Debtor is a manufacturer of specialty
                  chemicals.
                  See http://www.protex-international.com/

Chapter 11 Petition Date: October 27, 2006

Court: District of Delaware

Judge: Mary F. Walrath

Debtor's Counsel: Donna L. Harris, Esq.
                  Cross & Simon, LLC
                  913 North Market Street, 11th Floor
                  Wilmington, DE 19801
                  Tel: (302) 777-4200
                  Fax: (302) 777-4224

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
United States Environmental   Clean-up costs             Unknown
Protection Agency                                     (estimated
Atlanta Federal Center                                    value:
61 Forsyth Street, SW                                 $3,000,000
Atlanta, GA 30303

North Carolina Department     Litigation                $379,050
of Labor
901 Blairhill Road, Ste. 200
Charlotte, NC 28217

McDermon Will & Emery         Professional Fees         $366,775
300 13th Street, NW
Washington, DC 20005

Containment Control, Inc.     Clean-up Costs            $358,936
801 Oberlin Road
Raleigh, NC 27601

Tuggle Duggins & Meschan, PA  Professional Fees         $146,877

Baker Engineering and Risk    Clean-up Costs            $128,517
Consultants, Inc.

Rapid Development &           Clean-up Costs             $80,000
Commercialization

Shamrock Environmental        Clean-up Costs             $26,460

WCD Consultants               Clean-up Costs             $18,463

ChemPoint                     Trade                      $16,009

Kohl Marketing                Trade                       $8,910

Griffith's Security           Trade                       $8,085

Hexion Specialty Chemicals    Trade                       $7,432

Greif Brothers                Trade                       $7,093

Ribelin Sales                 Trade                       $7,081

Rain for Rent                 Clean-up Costs              $6,625

Sachem, Inc.                  Trade                       $5,913

Burke County Tax Collector    Taxes                       $5,827

National Welders              Clean-up Costs              $5,400

The Ele Corporation           Trade                       $4,939


TAKE-TWO INTERACTIVE: Court Retains "Grand Theft Auto" Suit Claims
------------------------------------------------------------------
A federal judge refused a request from Take-Two Interactive
Software Inc. to immediately dismiss some claims in a lawsuit
accusing it of selling "Grand Theft Auto" video games containing
sexually explicit images under the wrong content label, Reuters
reports.

According to Reuters, the lawsuit filed in July 2005 seeking
class-action status, said Take-Two's alleged misconduct violated
consumer protection laws in all 50 states and the District of
Columbia.  Since then a number of cases making the same claim were
consolidated in Manhattan federal court.

Take-Two argued in its motion that the plaintiffs could only file
claims in the states where they resided, not all 50 states,
however, U.S. District Judge Shirley Wohl Kram denied Take-Two's
request and said she would reconsider if class-action status were
granted in the case, the report said.

                      NASDAQ Delisting Notice

In September 2006, Take-Two Interactive received a NASDAQ Staff
Determination letter indicating that the company is not in
compliance with the filing requirements for continued listing on
The NASDAQ Stock Market.

In accordance with NASDAQ procedures, the company will request a
hearing with the NASDAQ Listing Qualifications Panel to review the
Staff Determination.  The company's shares will remain listed
under the ticker symbol TTWO on The NASDAQ Global Select Market
pending a decision by the Panel.

A special committee consisting of independent board members is
conducting an internal investigation of the company's stock option
grants, which, according to the company, has delayed the filing of
its Form 10-Q for the fiscal third quarter ended July 31, 2006.

The company intends to file its Form 10-Q as soon as practicable
after the Special Committee concludes its investigation and the
Company and its independent auditors complete any related
accounting review.

            About Take-Two Interactive Software, Inc.

Headquartered in New York City, Take-Two Interactive Software Inc.
-- http://www.take2games.com/-- engages in publishing,
developing, and distributing interactive entertainment software,
hardware, and accessories worldwide.  It publishes interactive
software games for personal computers, video game consoles, and
handheld platforms.  The company's products include titles for
hardware platforms, computer entertainment system, video game and
entertainment system, and game console. Its software titles are
developed by third parties.


TOYS 'R' US DELAWARE: Moody's Assigns Loss-Given-Default Ratings
----------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. and Canadian retail sector, the rating
agency confirmed its Ba2 Corporate Family Rating for Toys "R" Us-
Delaware 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
   ----------           -------  -------  ------   ----------
   Sr. Sec. Term Loan
   due 2012               B1       Ba3     LGD3        31%

   Sr. Sec. Term Loan
   due 2008               B1       Ba3     LGD3        31%

   8.75% Debentures       B2       B3      LGD5        71%

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

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

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

Toys "R" Us, headquartered in Wayne, New Jersey, is a specialty
retailer of toys, with FYE January 2006 revenues of $11.3 billion.
It operates stores both in the U.S. and internationally, as well
as the Babies "R" Us format.  Toys was taken private in July 2005
by Kohlberg, Kravis, Roberts, Vornado Realty Trust, and Bain
Capital, each of which now owns one-third of the company.


TOYS 'R' US: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. and Canadian retail sector, the rating
agency confirmed its B2 Corporate Family Rating for Toys "R" Us,
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
   ----------           -------  -------  ------   ----------
   7.62% Notes due 2011  Caa2     Caa1     LGD6       93%

   7.87% Notes due 2013  Caa2     Caa1     LGD6       93%

   7.37% Notes due 2018  Caa2     Caa1     LGD6       93%

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

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

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

Toys "R" Us, headquartered in Wayne, New Jersey, is the largest
specialty retailer of toys, with FYE January 2006 revenues of
$11.3 billion.  It operates stores both in the U.S. and
internationally, as well as the Babies "R" Us format.  Toys was
taken private in July 2005 by Kohlberg, Kravis, Roberts, Vornado
Realty Trust, and Bain Capital, each of which now owns one-third
of the company.


TRANSCO ENERGY: Moody's Assigns Loss-Given-Default Ratings
----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed it Ba2 rating on
Transco Energy Company's 9.875% Sr. Unsec. Notes due 2020.

In addition, Moody's attached an LGD4 rating on these notes,
suggesting noteholders will experience a 59% loss in the event of
a default.

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

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

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

Transco Energy Company is a public utility transporting natural
gas through its interstate pipeline systems to the east and
midwest United States.  The company also arranges for the
transportation and sale of the natural gas.  The company owns,
constructs and operates independent power generation plants and
natural gas vehicle fueling services.


TRUSTREET PROPERTIES: GE Capital Extends $3 Billion Purchase Offer
------------------------------------------------------------------
Trustreet Properties, Inc., has entered into a definitive
agreement to be acquired by GE Capital Solutions, Franchise
Finance.

The transaction is valued at approximately $3 billion, including
the payment of $17.05 per outstanding share of Trustreet's common
stock, in the form of cash, and the assumption or refinancing of
Trustreet's outstanding debt.  GE Capital Solutions will add
Trustreet's preeminent restaurant 1031 trading platform to its own
Franchise Finance business, and will also establish an East Coast
office at Trustreet's headquarters in Orlando, Fla., where all
sale leaseback financing and related asset management will be
handled for GE Capital Solutions' Franchise Finance business.

The transaction is expected to close during the first quarter of
2007 and is subject to the approval of Trustreet's common
shareholders and other customary closing conditions.

"This transaction provides the opportunity to combine Trustreet's
and GE Capital Solutions' complimentary industry best practices to
dramatically expand the depth and breadth of financial services
that can now be provided to our restaurant customers," said Curtis
McWilliams, President and CEO of Trustreet Properties, Inc.
"Trustreet's leading sale-leaseback capabilities, combined with GE
Capital Solutions' mortgage products, creates an expanded suite of
products for restaurant operators that reinforce both companies'
reputations as trusted business partners for the industry."

Trustreet Properties is a leading provider of triple-net lease
financing to operators of national and regional restaurant chains
and the largest publicly traded self-advised restaurant REIT in
the United States.  The company's core net-lease portfolio has
more than 2,000 properties including full service, family and
quick service restaurants diversified among more than 175 concepts
and operated by more than 500 tenants in 49 states.  This
diversified portfolio includes some of the nation's most renowned
restaurant brands such as: Applebee's, Arby's, Bennigan's,
Burger King, Golden Corral, IHOP, Jack in the Box, KFC, Pizza,
Hut, TGI Friday's and Wendy's.

"Bringing these two very strong organizations together will
dramatically expand our breadth of offerings to customers and
prospects across the country," said Diane Cooper, president and
CEO, GE Capital Solutions Franchise Finance.  "It's a terrific
development on many levels."

"The agreement allows us to provide the same level of partnership
and service that our restaurant clients have come to expect from
Trustreet," said Michael Shepardson, Trustreet Properties'
Executive Vice President.  "With an east coast office continuing
to provide our unmatched platform of services such as: sale-
leaseback financing, 1031 investment property sales, development
and asset management, together with GE Capital Solutions' superior
debt and other finance products, we will deliver the highest level
of performance and expertise and scale and efficiency that would
not otherwise be possible," added Mr. Shepardson.

                        The Transaction

GE Capital Solutions will acquire all of the outstanding common
stock of Trustreet for $17.05 in cash.  Trustreet is permitted to
pay its quarterly dividend for the quarter ending Dec. 31, 2006,
but is not permitted to pay any additional dividends on its common
stock thereafter unless necessary for Trustreet to maintain its
status as a REIT.  Dividends paid after Dec. 31, 2006 may have the
effect of reducing the merger consideration payable to the holders
of Trustreet common stock.

The Board of Directors of Trustreet has unanimously approved the
transaction and will recommend to Trustreet's common stockholders
to approve the transaction by Trustreet's common stockholders.
Completion of the transaction, which is currently expected to
occur in the first quarter of 2007, is subject to the approval of
Trustreet's common stockholders and other customary closing
conditions.  The transaction is not subject to any financing
contingency.

In the transaction, holders of Trustreet's "$1.93" Series A
Convertible Redeemable Preferred Stock will receive $25.00 per
share in cash, plus any accrued but unpaid dividends through the
closing date.  In addition, GE Capital Solutions has agreed that,
as promptly as practicable after the merger, it will liquidate the
surviving corporation into a subsidiary of GE Capital Solutions.

In the liquidation, each holder of a share of Trustreet's 7.5%
Series C Convertible Redeemable Preferred Stock will receive
$25.00 per share in cash, plus any then accrued but unpaid
dividends.

Trustreet's financial advisor was Banc of America Securities LLC
and legal advisor was Pillsbury, Winthrop, Shaw, Pittman LLP.  GE
Capital Solutions was advised by Wachovia Securities and Hogan
Hartson, LLP served as legal advisor.

                  About GE Capital Solutions

GE Capital Solutions, Franchise Finance --
http://www.gefranchisefinance.com/-- is a lender for the
franchise finance market via direct sales and portfolio
acquisition in the United State and Canada.  With more than $11
billion in served assets, GE Capital Solutions Franchise Finance
serves more than 6,000 customers and more than 20,000 property
locations, primarily in the restaurant, hospitality, branded
beverage, storage and automotive industries.

                        About Trustreet

Trustreet Properties, Inc. -- http://www.trustreet.com/-- is the
largest self-advised restaurant real estate investment trust in
the United States.  Trustreet, traded on the NYSE under the ticker
symbol TSY, provides a complete range of financial, real estate
and advisory services to operators of national and regional
restaurant chains.

                      *     *     *

Fitch Ratings rates Trustreet Properties, Inc.'s Senior secured
credit facility at BB+; Senior unsecured notes at BB-; and
Preferred stock at B+.


TYRINGHAM HOLDINGS: Gets Final Court OK on DIP Financing with BoA
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
Eastern Division, gave Tyringham Holdings Inc. authority, on a
final basis, to obtain postpetition financing from Bank of
America, N.A.

Prior to its chapter 11 filing, the Debtor borrowed money and
received other financial accomodations for its use in the day-to-
day business operations from BoA pursuant to a loan and security
agreement dated Aug. 1, 2005, as amended by that fourth amendment
to loan and security agreement dated as of Aug. 29, 2006.  The
Debtor's prepetition debts were estimated at $15.3 million.

Under the loan agreement, BoA agreed to provide the Debtor with
additional loans during the postpetition period.  All loans made
pursuant to the DIP financing is available through a budget.  A
copy of the Debtor's operating budget is available for free at
http://researcharchives.com/t/s?1430

To secure repayment of the debts, the Debtor granted BoA a valid
and perfected first priority security intersts and liens, superior
to all other liens, claims, or security interests of any other
creditor of the Debtor's estate.  BoA will also has a
superpriority administrative claim status pursuant to Section
364(c)(1) of the Bankruptcy Code.

The Loan is subject to a $1.6 million carve out for payment of
fees to attorneys, accountants and other professionals to the
Office of the United States Trustee.

Headquartered in Richmond, Virginia, Tyringham Holdings, Inc.,
sells premium brand name jewelry to a broad base of middle and
upper income customers.  The Company filed for chapter 11
protection on Sept. 6, 2006 (Bankr. E.D. Va. Case No. 06-32385).
Charles A. Dale, III, Esq., at McCarter & English, LLP, represents
the Debtor in its restructuring efforts.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., represents the
Official Committee of Unsecured Creditors.  At August 30, 2006,
the Debtor disclosed that it had $25.0 million in total assets and
$23.7 million in total debts.


UAP HOLDING: Posts $4.2M Net Loss in 2nd Fiscal Qtr. Ended Aug. 27
------------------------------------------------------------------
UAP Holding Corp. filed its financial statements for the second
fiscal quarter ended Aug. 27, 2006, with the Securities and
Exchange Commission.

"Currently, we are operating well in a difficult external
environment," UAP Holding Corp.'s president and chief executive
officer L. Kenny Cordell said.

"We are very optimistic about the health and future for farmers in
the U.S. and are excited about the opportunities we have for this
fall and the future.  We believe we are well positioned to
continue to increase our market share and to maximize the
opportunities we have."

For the first half of fiscal 2007, sales increased 2.4% to
$2,165.8 million compared with $2,114.4 million for the same
period last year.  All results include the acquisition of UAP
Timberland.

Sales of seed increased 14.8% to $343.2 million in the first half
of fiscal 2007, from $299.0 million in the same period last year.
The increase was due to volume growth in both third party and
proprietary brands of corn, cotton, and soybeans and higher prices
due to increased sales of seeds with enhanced traits.

Sales of chemicals decreased 1.0% to $1,280.8 million in the first
half of fiscal 2007, from $1,294.0 million in the same period last
year.  Acquisition activity contributed approximately $62 million
to chemical sales that were not included last year.  Fungicide
sales were lower due to decreased demand for those products that
control Asian Soybean Rust.

Sales of herbicides decreased due to the continued adoption of
seed varieties with Roundup Ready technology traits, which
negatively impacted certain herbicide products.  This was
partially offset by a corresponding sales volume increase in sales
of glyphosate herbicides.

In the first half of fiscal 2007, sales of fertilizer increased
1.6% to $490.8 million from $483.3 million in the same period last
year.  The increase was due to higher per ton selling prices,
which offset lower volumes sold compared to last year.  The
Company believes higher prices caused some of its growers to
reduce the volume of fertilizer purchases compared to the same
period last year.

Sales of other products increased 33.9% to $51.0 million in the
first half of fiscal 2007, from $38.1 million in the same period
last year, due to increased application fees, added contract
service revenue from its non-crop business, and additional
transportation and warehousing revenue from its Canadian business.

Gross profit for the first half of fiscal 2007 increased to
$294.0 million compared with $279.0 million for the same period
last year.  The increase in gross profit was due primarily to the
timing of vendor rebate income, which added $25.1 million to
rebate income compared to last year.

Last year, these additional rebates were recognized later in the
fiscal year.  Adjusted for rebate timing, gross profit for the
first quarter would have been approximately $268.9 million, a
decrease from last year.

Gross profit was also impacted by lower fertilizer volumes and
lower gross profit per ton and lower margins on seed due to
competitive pressure.

Chemical gross profits were down slightly, as decreases in
fungicides, herbicides, and insecticide sales were only partially
offset by acquisitions.  Increased application and contract
service revenue improved gross profit in the other sales category.

SG&A decreased 3% to $155.2 million in the first half of fiscal
2007 from $160.0 million in the same period last year.  The
decrease was due to lower compensation, benefits, and insurance
costs, offset by higher fuel costs and bad debt expense.

Finance related and other charges were $47.8 million in the first
half of fiscal 2007, principally from the refinancing of our long-
term debt in June 2006.

For the second fiscal quarter ended Aug. 27, 2006, the Company
reported a $4.298 million net loss compared with $23.309 million
of net income for the comparable period ended Aug. 28, 2005.

Net income for the first half of fiscal 2007 was $54 million.
When adjusted for charges related to the refinancing and other
items, ongoing net income was $83.7 million compared to net income
of $73.0 million for the same period last year.

For the second quarter of fiscal 2007, sales increased by 1.4% to
$767.8 million, compared with $757.5 million for the same period
last year, driven by acquisition activity and higher fertilizer
prices.

Gross profit decreased to $108.3 million from $109.9 million, and
included $6.4 million of additional rebate income due to changes
in vendor rebate programs and enhanced rebate tracking ability.

Gross profit was also impacted by lower sales of chemicals and
seed, and lower margins on fertilizer.  The net loss for the
second quarter of fiscal 2007 was $4.3 million.

When adjusted for charges related to the refinancing and other
items, ongoing net income was $25 million compared with ongoing
net income of $23.4 million for the second quarter of fiscal 2006.

As of the end of the second quarter, average trade working capital
increased to $359.7 million on a 12-month trailing average basis.

Average trade working capital as a percentage of rolling 12-month
net sales rose slightly to 12.9% from 12.7% as of the end of the
second quarter of fiscal 2006.

At Aug. 27, 2006, the Company's balance sheet showed
$1,740,568,000 in total assets, $1,541,678,000 in total
liabilities, and $198,890,000 in total stockholders' equity.

Full-text copies of the Company's second fiscal quarter financials
are available for free at http://ResearchArchives.com/t/s?142b

                         About UAP Holding

UAP Holding Corp. (Nasdaq: UAPH) -- http://www.uap.com/-- is the
holding company of United Agri Products, Inc., the largest
independent distributor of agricultural and non-crop inputs in the
United States and Canada.  United Agri Products markets a
comprehensive line of products, including crop protection
chemicals, seeds and fertilizers, to growers and regional dealers.
United Agri Products also provides a broad array of value-added
services, including crop management, biotechnology advisory
services, custom blending, inventory management and custom
applications of crop inputs.  United Agri Products maintains a
comprehensive network of approximately 330 distribution and
storage facilities and three formulation and blending plants,
strategically located throughout the United States and Canada.

                           *     *     *

Moody's Investors Service upgraded UAP Holding Corp.'s corporate
family rating to Ba3 from B1.  Moody's also assigned a Ba2 rating
to United Agri Products, Inc.'s senior secured $675 million
revolving credit due 2011.  UAP's $175 million senior secured term
loan due 2012 was assigned a Ba3 rating.


USI HOLDINGS: S&P Puts BB- Bank Loan Ratings on Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' counterparty
credit and bank loan ratings on Briarcliff Manor, N.Y.-based USI
Holdings Corp. (NASDAQ:USIH) on CreditWatch with negative
implications.

"This rating action follows USIH's announcement earlier this week
that it is assessing its strategic options after receiving an
offer by a private equity firm to purchase all of USIH's common
shares," explained Standard & Poor's credit analyst Michael Gross.

The company has stated that no assurance can be given that any
transaction will be consummated.  However, the announcement
highlights strategic uncertainty and potential change as well as
the possibility, in Standard & Poor's opinion, for a leveraged
buyout that could diminish the company's credit fundamentals.

Standard & Poor's will continue to communicate with the company to
monitor developments.  It is possible that the ratings on USIH
could be affirmed when there is greater strategic clarity and if
there is no material reduction in credit fundamentals.  Otherwise,
the ratings could be lowered.


VESCOR DEVELOPMENT: Court OKs Lionel Sawyer as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada gave Vescor
Development 3 LLC and its debtor-affiliates permission to employ
Lionel Sawyer & Collins as their bankruptcy counsel.

As reported on the Troubled Company Reporter on Sept. 22, 2006,
Lionel Sawyer is expected to:

    (1) advise the Debtors of their rights and obligations and
        performance of their duties during administration of
        their bankruptcy cases;

    (2) represent the Debtors in all proceedings before this
        Court or before other courts with jurisdiction over these
        cases;

    (3) assist the Debtors in the performance of its duties as
        set forth in Section 1107 of Title 11 of the U.S. Code;

    (4) assist the Debtors in developing legal positions and
        strategies with respect to all facets of these
        proceedings; and

    (5) provide other counsel and advice as the debtors may
        require in connection with their chapter 11 cases.

The Debtors told the Court that the firm's professionals bill:

        Professional                 Hourly Rate
        ------------                 -----------
        Shareholders                 $275 - $550
        Associates                   $160 - $235
        Paralegals                   $150 - $170

Laurel E. Davis, Esq., a shareholder at Lionel Sawyer, assured the
Court that her firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Ms. Davis can be reached at:

         Laurel E. Davis, Esq.
         Lionel Sawyer & Collins
         300 South 4th Street #1700
         Las Vegas, NV 89101
         Tel: (702) 383-8866
         Fax: (702) 383-8845
         http://www.lionelsawyer.com/

Headquartered in Henderson, Nevada, Vescor Development 3 LLC is a
real estate developer.  The Company and two of its affiliates
filed for chapter 11 protection on Aug. 16, 2006 (Bankr. D. Nev.
Case No. 06-12094.  No Official Committee of Unsecured Creditors
has been appointed in this case to date.  When Vescor filed for
protection from its creditors, it listed total assets of
$109,570,385 and total debts of $63,290,195.


VISHAY INTERTECHNOLOGY: 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 semiconductor and distributor
sector, the rating agency affirmed its B1 corporate family rating
on Vishay Intertechnology 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
   ----------           -------  -------  ------   ----------
   $200MM Gtd Sr.
   Secured Revolver
   due 2007                B1      Ba2     LGD2       25%

   $500MM 3.625%
   Convertible Sub.
   Notes due 2023          B3       B3     LGD5       84%

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 Malvern, Pennsylvania, Vishay Intertechnology,
Inc. -- http://www.vishay.com/-- manufactures discrete
semiconductors and selected ICs, and passive electronic
components.  Vishay's components can be found in products
manufactured in a very broad range of industries worldwide.
Vishay has operations in 17 countries employing over 25,000
people.


VISIPHOR CORP: To Consolidate Vancouver and Burnaby Offices
-----------------------------------------------------------
Visiphor Corporation disclosed that as part of its commitment to
achieve cash flow positive status by the end of 2006, it is
putting into effect a plan to reduce its monthly cash operating
expenses by approximately $200,000 per month or 27%.

The cost reductions, the Company says, will be achieved through a
consolidation of the Vancouver and Burnaby, B.C. offices into the
Burnaby head office location; changes to the executive
compensation structure; general cost saving measures; and a
temporary lay-off of staff.  The temporary lay-off of staff will
consist of 16 full-time staff members representing 20% of the
Company's employees.

The Company also disclosed, that based on the assumption that
current sales levels will remain consistent, if the projected cash
operating expense savings of $200,000 per month are achieved the
Company expects to be cash flow positive for the months of
November and December 2006 and going forward and in the event that
sales levels are successfully increased, it intends to recall the
employees that have been temporarily laid off in order to meet the
demands associated with rising sales volumes.

"Our priority in re-organizing the company has been to assure that
customer commitments are not jeopardized", Roy Trivett, chief
executive officer, said.  "There will be a minimal impact on our
core product strategy and we have sustained our ability to be a
leading provider of integration consulting services".

Based in Burnaby, British Columbia, Visiphor Corporation (OTCBB:
VISRF; TSX-V: VIS; DE: IGYA) -- http://www.imagistechnologies.com/
-- fka Imagis Technologies Inc., specializes in developing and
marketing software products that enable integrated access to
applications and databases.  The company also develops solutions
that automate law enforcement procedures and evidence handling.
These solutions often incorporate Visiphor's proprietary facial
recognition algorithms and tools.  Using industry standard "Web
Services", Visiphor delivers a secure and economical approach to
true, real-time application interoperability.  The corresponding
product suite is referred to as the Briyante Integration
Environment.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 24, 2005,
KPMG LLP expressed substantial doubt about Visiphor's ability to
continue as a going concern after it audited the Company's
financial statements for the years ended Dec. 31, 2004 and 2003.
The auditing firm pointed to the Company's recurring losses from
operations, deficiency in operating cash flow and deficiency in
working capital.


WCI COMMUNITIES: Expects to Report Net Income in Third Quarter
--------------------------------------------------------------
WCI Communities Inc. announced its earnings per share for the
third quarter of 2006 is expected to be significantly below its
prior guidance of approximately $0.52, although the Company still
expects to report net income.

"The Company's write-off of approximately $13 million of costs
associated with land options which were terminated during the
quarter is the largest factor behind our expected shortfall,
costing the company about $0.18 per share," WCI Communities
president and chief executive officer Jerry Starkey said.

"With the current slowdown in demand, we believe we own sufficient
land to support our operations through the foreseeable future.  We
have concluded that it is more prudent at this juncture to apply
our cash flow from operations primarily towards debt reduction and
stock repurchases."

Greater than expected Traditional Homebuilding and Tower
Homebuilding defaults will also negatively affect the company's
earnings for the third quarter.

Approximately 80 traditional homes valued around $48 million had
been scheduled for delivery during the quarter but failed to
close.

In addition, in light of increased tower defaults primarily
related to a single tower located in Northwest Florida, the
Company has increased its tower default reserve to anticipate that
the actual year-to-date default rate of approximately 4% will
continue through completion and delivery of existing towers.

"While this default rate is approximately double our historical
average, it remains relatively low and substantially below the
rate of defaults experienced by many builders," Mr. Starkey said.

"The lower level of defaults may be attributed to the relatively
large deposits collected from tower purchasers and the significant
price appreciation that has generally occurred during the two to
three years since commitments to purchase the tower units were
initially made."

Additionally, the Company expects that combined tower and
traditional new orders for the third quarter are expected to fall
approximately 80% below the total reported in the third quarter of
2005.

The decline in the value and number of traditional home new orders
of approximately 60% to 65% reflects additional deterioration in
sales levels during the historically slower summer sales season,
as compared to the 40.5% to 43.5% year-over-year new order
shortfall experienced in the second quarter.

The third quarter decline in new orders for Tower Homebuilding was
more significant because the Company has only converted one tower
from reservation to firm contract in 2006 and very few new tower
orders were received in the third quarter.

By comparison, nine towers converted to contract through the third
quarter of 2005 and 333 new orders were reported in the third
quarter alone.

Florida-based WCI Communities, Inc. (NYSE: WCI) --
http://www.wcicommunities.com/-- has been creating planned
lifestyle communities since 1946.  The Company was named America's
Best Builder in 2004 by the National Association of Home Builders
and Builder Magazine.  WCI caters to primary, retirement, and
second-home buyers in Florida, New York, New Jersey, Connecticut,
Maryland, and Virginia.  The company offers traditional and tower
home choices with prices from the low-$200,000s to more than
$10 million and features a wide array of recreational amenities in
its communities.  In addition to homebuilding, WCI generates
revenues from its Prudential Florida WCI Realty Division, its
mortgage and title businesses, and its recreational amenities, as
well as land sales and joint ventures.  The company currently owns
and controls developable land on which the company plans to build
over 21,500 traditional and tower homes.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 10, 2006,
Moody's lowered the ratings of WCI Communities, Inc., including
its corporate family rating to Ba3 from Ba2 and the ratings on its
senior subordinated notes to B1 from Ba3.  This concluded the
review commenced on July 24, 2006.  Moody's said the ratings
outlook is negative.


WELD WHEEL: Creditors Must File Proofs of Claim by December 1
-------------------------------------------------------------
The Honorable Jerry W. Venters of the U.S. Bankruptcy Court for
the Western District of Missouri in Kansas City set 5:00 p.m. on
Dec. 1, 2006, as the deadline for all creditors owed money by Weld
Wheel Industries Inc. nka XWW Inc. and its debtor-affiliates on
account of claims arising before Aug. 17, 2006, to file their
proofs of claim.

Creditors must file their written proofs of claim on or before the
December 1 Claims Bar Date and those forms must be delivered to:

   If by mail:

   Weld Wheel Claims Processing
   c/o BMC Group
   P.O. Box 1011
   El Segundo, CA 90245-1011

   If by overnight mail or by hand delivery:

   Weld Wheel Claims Processing
   c/o BMC Group
   1330 E. Franklin Avenue
   El Segundo, CA 90245

All governmental units must also file their proofs of claim by
Dec. 1, 2006.

Kansas City, Mo.-based Weld Wheel Industries, Inc., nka XWW Inc.
-- http://www.weldracing.com/-- manufactures forged alloy wheels
to enhance the performance and appearance of racecars, off-road
trucks, luxury pickups, SUV's, premium motorcars, customs, hot
rods, and motorcycles.  Weld Wheel and its two debtor-affiliates
filed for Chapter 11 protection on Aug. 17, 2006 (Bankr W.D. Mo.
Case No. 06-42105). Cynthia Dillard Parres, Esq., and Laurence M.
Frazen, Esq., at Bryan Cave LLP, represents the Debtors.  The
Official Committee of Unsecured Creditors has selected Spencer
Fane Britt & Browne LLP as counsel.  When the Debtor sought
protection from its creditors, it estimated assets and debts at
$10 million to $50 million.


WELD WHEEL: Courts Approves Expansion of BMC Group's Work Scope
---------------------------------------------------------------
The Honorable Jerry W. Venters of the U.S. Bankruptcy Court for
the Western District of Missouri in Kansas City authorized Weld
Wheel Industries Inc. nka XWW Inc. and its debtor-affiliates to
expand the scope of BMC Group Inc.'s retention as their noticing,
claims, and balloting agent.

At the start of their bankruptcy, the Debtors obtained authority
from the Court to employ BMC Group to provide them with
administrative services, including preparation of schedules and
statements of financial affairs, and other related services.

In the expanded retention, BMC Group will:

   a. prepare and serve required notices in the Debtors'
      chapter 11 cases, including, without limitation:

      (1) notices of claims bar dates;

      (2) notices of opportunity to vote to accept or reject a
          proposed plan;

      (3) notice of any hearings on a disclosure statement and
          confirmation of a plan; and

      (4) other miscellaneous notices to any entities, as the
          Debtors or the Court may deem necessary or appropriate
          for an orderly administration of the Debtors' chapter 11
          cases;

   b. within five business days after the mailing of a particular
      notice, file with the Clerk's Office a certificate of
      service that includes a copy of the notice involved, an
      alphabetical list of persons on whom the notice was served,
      along with their addressees, and the date and manner of
      service;

   c. receive, examine, and maintain originals of all proofs of
      claim and proofs of interest filed;

   d. create and maintain official claims registers in each of the
      Debtors' cases by docketing all proofs of claim and proofs
      of interest in the applicable claims database that includes,
      among other things, these information:

      (1) the name and address of the claimant or interest holder
          and any agent, if the proof of claim or proof of
          interest was filed by an agent;

      (2) the date the proof of claim or interest was received by
          BMC and the Court;

      (3) the claim number assigned to the proof or claim or
          interest;

      (4) the asserted amount and classification of the claim; and

      (5) the applicable Debtors against which the claim or
          interest is asserted;

   e. implement necessary security, control, and verification
      measures to ensure the completeness and integrity of the
      claims registers;

   f. periodically audit the claims information to satisfy the
      Clerk's Office that the claims information is being
      appropriately and accurately recorded in the Court's claims
      register;

   g. transmit to the Clerk's Office a copy of the claims
      registers on an agreed upon frequency;

   h. maintain an up-to-date mailing list for all entities that
      have filed a proof of claim or proof of interest, which list
      will be available upon request to the Clerk's office or any
      party-in-interest;

   i. provide access to the public for examination of copies of
      the proofs of claim or interest without charge during
      regular business hours;

   j. record all transfers of claims pursuant to Bankruptcy Rule
      3001(e) and provide notice of transfers as required by
      Bankruptcy Rule 3001(e);

   k. comply with applicable federal, state, municipal, and local
      statutes, ordinances, rules, regulations, orders, and other
      requirements;

   l. provide temporary employees to process claims, as necessary;

   m. allow the Clerk's Office to independently audit the claims
      information at any time;

   n. allow the Clerk's office to inspect its premises at any
      time;

   o. promptly comply with further conditions and requirements as
      the Clerk's Office may at any time prescribe;

   p. respond to inquires of a ministerial nature regarding claims
      and balloting;

   q. receive, review, and tabulate ballots cast, and make
      determinations with respect to each ballot as to its
      timeliness, compliance with the Bankruptcy Code, Bankruptcy
      Rules and procedures ordered by the Court subject, if
      necessary, to review and ultimate determination by the
      Court;

   r. certify the results of the balloting; and

   s. perform other administrative and support services related
      to noticing, claims, docketing, solicitation, and
      distribution as the Debtors or the Clerk's Office may
      request.

BMC Group's professionals will bill:

   Designation                               Hourly Rate
   -----------                               -----------
   Seniors/Principals                        $180 - $275
   Consultants                               $100 - $175
   Case Support Staff                         $65 -  $95
   Data Entry/Administrative Support Staff        $45

Kansas City, Missouri- based Weld Wheel Industries, Inc., nka XWW
Inc. -- http://www.weldracing.com/-- manufactures forged alloy
wheels to enhance the performance and appearance of racecars, off-
road trucks, luxury pickups, SUV's, premium motorcars, customs,
hot rods, and motorcycles.  Weld Wheel and its two debtor-
affiliates filed for Chapter 11 protection on Aug. 17, 2006 (Bankr
W.D. Mo. Case No. 06-42105). Cynthia Dillard Parres, Esq., and
Laurence M. Frazen, Esq., at Bryan Cave LLP, represents the
Debtors.  The Official Committee of Unsecured Creditors has
selected Spencer Fane Britt & Browne LLP as counsel.  When the
Debtor sought protection from its creditors, it estimated assets
and debts at $10 million to $50 million.


WELLS FARGO: Fitch Rates $326,000 Class B-5 Certificates at B
-------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2006-17,
are rated by Fitch Ratings:

     -- $320,282,681 classes A-1 through A-4, A-PO, and A-R 'AAA'
        (senior certificates);

     -- $3,585,000 class B-1 'AA';

     -- $652,000 class B-2 'A';

     -- $489,000 class B-3 'BBB';

     -- $326,000 class B-4 'BB';

     -- $326,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 1.75%
subordination provided by the 1.10% class B-1, 0.20% class B-2,
0.15% class B-3, 0.10% privately offered class B-4, 0.10%
privately offered class B-5, and 0.10% privately offered class B-
6.  The ratings on the class B-1, B-2, B-3, B-4 and B-5
certificates are based on their respective subordination.  Class
B-6 is not rated by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the primary servicing
capabilities of Wells Fargo Bank, N.A. (WFB; rated 'RPS1' by
Fitch).

The transaction consists of one group of 535 fully amortizing,
fixed interest rate, first lien mortgage loans, with an original
weighted average term to maturity of approximately 15 years.  The
aggregate unpaid principal balance of the pool is $325,987,480 as
of Oct. 1, 2006 (the cut-off date), and the average principal
balance is $609,322.  The weighted average original loan-to-value
ratio of the loan pool is approximately 63.95%.  The weighted
average coupon of the mortgage loans is 6.239%, and the weighted
average FICO score is 754.  Cash-outs and rate/term refinance
represent 22.87% and 16.58%, respectively.  The states that
represent the largest geographic concentration are California
(22.31%), Texas (8.33%), New York (6.41%) and Florida (5.13%).
All other states represent less than 5% of the outstanding balance
of the pool.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and HSBC Bank USA, National Association
will act as trustee.  Elections will be made to treat the trust as
one real estate mortgage investment conduit for federal income tax
purposes.


WESTCHESTER COUNTY: Moody's Holds Ba2 Rating on $107 Mil. Sr. Debt
------------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 rating assigned to
Westchester County Health Care Corporation's $107 million of
senior debt outstanding.  $141.9 million of Aaa-rated subordinate
debt is also outstanding.

The outlook has been revised to stable from negative, reflecting
our belief that a more permanent management team has stabilized
financial performance and balance sheet depletion experienced over
the last several years.  The Ba2 rating reflects the weak
financial profile of the organization and the limited resources
available to repay its debt obligations.

Legal Security:

WHCC's outstanding debt is structured with senior and subordinate
debt, with the senior debt secured by a first lien on Medical
Center revenues and incorporates the expectation of continued
support of Aaa-rated Westchester County, as well as the
fundamental credit risk level of WHCCC on its own.  The
subordinate debt enjoys a double-barreled pledge of a junior lien
on WHCCC revenues and a full, irrevocable guarantee from
Westchester County.  Accordingly, an Aaa rating has been assigned
to the subordinate lien bonds.

Interest Rate Derivatives:

None.

Strengths:

   -- Vested interest of Westchester County that this facility
      remains open.  Financial support has included County
      guaranteed debt issues to finance information technology
      and facility upgrades and more recently, $57 million of
      tobacco tax revenue, the majority of which has been
      retained on WCHCC's balance sheet.  The County has forgiven
      various financial obligations due it from WCHCC and funded
      other capital projects as needed.

   -- Largest tertiary provider between NYC and Albany.

   -- Favorable county demographics and geography.

   -- Full-time, on-site management team who bring turnaround
      experience and familiarity with the peculiarities of the
      New York healthcare market and on-site leadership to this
      organization's previously disenfranchised medical staff.
      Phase out of consultants viewed favorably.

   -- Renegotiated managed care contracts are recapturing lost
      revenue and slowly returning contracted rates to match its
      peers and to be more commensurate with very high acuity
      levels.

   -- Recent evidence of volumes and acuity stabilizing after
      prolonged period of decline.

   -- Recent evidence that financial spiral has been slowed with
      better performance and reduced operating deficit noted for
      the second consecutive year in fiscal 2005 and continuing
      into the current fiscal year.  Improvement is due to
      improved managed care rates and increasing inpatient volume
      and acuity.  Receipt of tobacco monies a material
      contributor to the year-to-date revenue improvement.
      Expense savings have also resulted from renegotiated supply
      contracts.

   -- Much improved balance sheet measures due to tobacco monies
      received from County in FY2006 to total $72.2 million as of
      August 31, 2006.  Cash will be reduced by year end for
      principal payment on note outstanding, and committed
      capital but will, nonetheless, be much improved from
      FYE2005 levels.  FY2006 pension payment of $20 million will
      be made in February 2007.  Current operations are
      supporting break-even cashflow with the expectation that
      cash balances will be retained at this current level.

   -- Significant one-time $61 million received in October 2006
      from intergovernmental transfers materially improves
      financial outlook and balance sheet.  WCHCC is using
      $31 million to repay Westchester County for various
      outstanding payables, reduce short term debt and will
      retain $26 million on its balance sheet.

Challenges:

   -- Despite financial improvement over the last eighteen
      months, financial performance remains marginal with annual
      operating losses and limited ability to generate a profit
      given the current cost structure and revenue streams.
      Long-term debt service coverage ratio test not met for the
      fourth consecutive year in 2005, although cash flow was
      positive in fiscal 2005.  Capital expenditures have been
      modest.

   -- Balance sheet is improved but is still characterized by
      modest days of cash on hand and significant leverage
      ratios.  Routine capital spending has been modest due to
      limited resources available.  Utilizing operating leases to
      finance replacement of patient beds  with additional
      operating leases expected for new MRI and CAT scan
      equipment.

   -- Dependency on external funding remains while the medical
      center continues its turnaround and reorganization.
      Efforts to secure long term legislatively designated
      revenue will continue to be a critical component of the
      Medical Center's strategic and long-term viability.
      Special Medicaid reimbursement of $25 million/year for next
      three years has been approved but not yet received pending
      application and CMS approval/distribution and has not been
      included in any budgeted forecasts.

   -- Transition agreement with county expires in July 2007.  It
      is unclear what this could mean for WCHCC.

   -- Consultants' contract expires in March 2007.  It is unclear
      if CEO and COO/CFO will continue as WCHCC employees.

Outlook:

The revision of the outlook to stable from negative is based on
our belief that the financial momentum which had been
uncontrollably spiraling downward has been reigned in and
stabilized by efforts on most fronts as well as external support
that is expected to continue through the intermediate period.
While financial position is still quite weak as reflected in the
Ba2 rating, we believe that performance levels are improving from
bottom levels and provide a more stable financial platform with
opportunities for improvement.

What could change the rating - up

   -- Retirement of debt;

   -- guaranty by the County of the senior bonds;

   -- permanent external financial support that is material
and legislatively funded, evidence of a trend of
financial; and,

   -- operational stability, improved balance sheet
      indicators, ability to meet budgeted projections.

What could change the rating - down

   -- Return to large operating deficits and inability to meet
      expectations:

   -- downgrade of the County's Aaa rating or
      change in relationship with County;

   -- lack of external funding as expected; and,

   -- cash deterioration beyond already slim levels.

Key indicators.

Assumptions & Adjustments:

   -- Based on financial statements for Westchester County Health
      Care Corporation

   -- First number reflects audit year ended December 31, 2005

   -- Second number reflects interim eight months ended
      August 30, 2006

   -- Includes $16.5 million and $26.9 million tobacco revenues
      respectively

   -- Investment returns normalized at 6% unless otherwise noted

   -- MADS includes debt service on bonds issued by County on
      behalf of WCHCC and expected to be paid by WCHCC.

   -- Inpatient admissions: 21,289 admissions; 16,153 admissions

   -- Total operating revenues: $586.2 million; $422.8 million

   -- Moody's-adjusted net revenue available for debt service:
      $14.48 million; $45.5 million

   -- Total debt outstanding: $367.2 million; $364.6 million

   -- Maximum annual debt service: $22.025 million

   -- MADS Coverage with reported investment income: 0.60 times;
      2.7 times

   -- Moody's-adjusted MADS Coverage with normalized investment
      income: .57 times; 3.83 times

   -- Days cash on hand: 22.8 days; 44.9 days

   -- Cash-to-debt: 10.0%; 19.8%

   -- Operating margin: (4.8%); 3.82%

   -- Operating cash flow margin: 2.1%; 10.8%

Rated Debt (debt outstanding as of December 31, 2005):

   -- Series 2000A bonds, $106.7 million outstanding, rated Ba2

   -- Series 2000B Bonds, $141.9 million outstanding subordinate
      bonds, rated Aaa based on guarantee from Westchester County

   -- Series 2002 Bonds, $4.395 million outstanding, rated Aaa
      based on guarantee from Westchester County.


WILLIAMS HOLDINGS: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed it Ba2 rating on
Williams Holdings of Delaware, Inc.'s 6.5% Sr. Unsec. Notes due
2008.

In addition, Moody's attached an LGD4 rating on these notes,
suggesting noteholders will experience a 59% loss in the event of
a default.

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

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

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

Williams Holdings Of Delaware, Inc is a wholly owned subsidiary of
The Williams Company, Inc. The company operation is into two
industry groups: energy services and communications.


WILLIAMS PRODUCTION: Moody's Assigns Loss-Given-Default Ratings
---------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed it Ba2 rating on
Williams Production RMT Company's 7.55% Sr. Unsec. Notes due 2007.

In addition, Moody's attached an LGD4 rating on these notes,
suggesting noteholders will experience a 59% loss in the event of
a default.

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

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

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

Williams Holdings Of Delaware, Inc is a wholly owned subsidiary of
The Williams Company, Inc. The company operation is into two
industry groups: energy services and communications.


WINN-DIXIE: Court Approves Deutsche Bank Stipulation
----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approved a stipulation between Deutsche Bank Trust Company
Americas and Winn-Dixie Stores, Inc., and its debtor-affiliates.

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Deutsche Bank, fka Bankers Trust Company, acts as Pass-Through
Trustee under an amended and restated Pass-Through Trust Agreement
(Winn-Dixie Pass-Through Certificates, Series 1999-1) dated Feb.
1, 2001, and as an Indenture Trustee under 15 indentures.

In the transaction contemplated by the Pass-Through Trust
Agreement, certain of the Debtors sponsored the issuance of over
US$402,000,000 in securities denominated of which approximately
US$245,200,000 remains outstanding as of Sept. 19, 2006.

The securities represent undivided interests in a pool of notes
issued pursuant to the Indentures that are secured by:

    -- mortgages on 15 properties each owned by a special
       purpose entity and leased under separate leases to the
       Debtors under a guaranty agreement;

    -- assignments of the 15 Leases; and

    -- a Residual Value Surety Bond issued by Centre Reinsurance
       (U.S.) Limited to assure the residual value of the leased
       premises at the end of the Lease terms.

After the Debtors' bankruptcy filing, Deutsche Bank timely filed
14 proofs of claim relating to the properties leased to the
Debtors:

  Claim No.    Facility Location
  ---------    -----------------
    8869       Miami Florida Dairy
    8870       Orlando Florida Distribution Center
    8871       Sarasota Florida Distribution Center
    8872       Jacksonville Florida Corporate Headquarters
    8873       Miami Florida Distribution Center
    8874       Bartow Florida Egg Plant
    8875       Fitzgerald Georgia (Deep South/Chek Beverage)
    8876       Hammond Louisiana Distribution Center
    8877       Atlanta Georgia Distribution Center
    8878       Montgomery Alabama Perishables Distribution
               Center
    8879       Montgomery Alabama Pizza Plant
    8880       Greenville South Carolina Distribution Center
    8882       Clayton North Carolina Distribution Center
    8883       Charlotte North Carolina Distribution Center

Deutsche Bank also filed Claim No. 8868 asserting guarantee
claims in connection with the properties.

On Dec. 20, 2005, Deutsche Bank filed Claim Nos. 12795, 12796,
12797, and 12798 to amend Claim Nos. 8877, 8879, 8880, 8881, and
8883.  The Court, however, sustained the Debtors' 11th Omnibus
Claims Objection, disallowing the Amended Claims, among others.

Following discussions between the parties, Deutsche Bank advised
the Debtors that the Claims that related to the Leases that were
rejected by the Debtors -- Claim Nos. 8868, 8871, 8874, 8877,
8879, 8880, 8882, and 8883 -- totaled approximately $52,200,000.

In addition, Deutsche Bank filed Claim No. 8881 for claims
associated with a dairy in Highpoint, North Carolina.

On June 30, 2006, the Debtors filed their 2nd Omnibus Motion to
Assume Non-Residential Property Leases, seeking to assume
several of the Leases.

Deutsche Bank objected to the Assumption Motion, arguing, among
other things, that the proposed cure amounts should be increased
to reflect additional items.

To resolve their dispute with respect to the allowance and
treatment of Deutsche Bank's Claims, the parties agree that:

   (1) Claim 8871 will be allowed as a Class 13-Landlord Claim
       for $51,500,000.  This is intended as a global
       settlement of several claims;

   (2) Claim Nos. 8868, 8870 to 8880, 8882, and 8883 will be
       disallowed and expunged with prejudice;

   (3) Deutsche Bank will withdraw its objection to the
       Assumption Motion;

   (4) the Highpoint Claim will not be affected by the
       stipulation;

   (5) Deutsche Bank will be precluded from asserting any
       administrative claims with respect to the leases that are
       subject of the stipulation;

   (6) Deutsche Bank waives and releases all claims it may have
       against the Debtors or any of them through September 19,
       2006, provided that the stipulation will not limit the
       fees and expenses that it is entitled to recover pursuant
       to Section 12.3 of the Debtors' proposed Joint Plan of
       Reorganization; and

   (7) if the Plan is not confirmed, the claims disallowed by
       the agreement will be deemed reinstated.

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 Hobart Corp. Agreement
--------------------------------------------------
Winn-Dixie Stores Inc. and its debtor-affiliates ask the Honorable
Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District
of Florida to:

   (i) approve the assumption of the Hobart Corporation contract;

  (ii) fix $282,876 as the cure amount for the contract, but
       preserve full cure rights with respect to any Section
       502(h) Claims; and

(iii) allow Claim No. 10193.


The Debtors and Hobart are parties to a Service Contract dated
Feb. 12, 2002, as amended.  Under the Contract, Hobart provides
24/7 maintenance, repair, and services with respect to Hobart-made
weighing equipment that includes scales that are used in the
everyday operation of the Debtors' stores.

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, tells the Court that the services provided
by Hobart under the Contract are essential to ensure the continued
proper function of the Equipment.

The Debtors have negotiated with Hobart as to the terms pursuant
to which the Contract will be assumed.  Specifically, the parties
agreed that:

   (a) The Debtors will assume the Contract as modified under
       Section 365 of the Bankruptcy Code, effective as of the
       later of the effective date of the Debtors' Joint Plan of
       Reorganization and the date the Court approves this
       request;

   (b) Subject to the occurrence of the Effective Date, the
       "Duration and Termination" provision of the Contract will
       be amended to provide that the Contract will continue in
       force until terminated by either party.  The Contract
       can't be terminated without cause until two years after
       the later of (1) the Plan Effective Date, and (2)
       Bankruptcy Court approval of the Debtors' assumption of
       the Contract;

   (c) Hobart will facilitate the assumption of the Contract as
       modified by agreeing that, effective as of the Effective
       Date, Hobart's Claim No. 10193 will be allowed for
       $565,753 of which: (i) $282,876 will have administrative
       expense status and be paid as a reduced cure, and (ii)
       $282,876 will have the status of a prepetition non-
       priority unsecured claim to be treated as a Class 14-
       Vendor/Supplier Claim;

   (d) The Debtors' cure obligations with respect to the Contract
       will be limited to the payment of the Reduced Cure, with
       Hobart waiving any additional requirements under Section
       365(b)(1) of the Bankruptcy Code as it relates to any
       prepetition default under the Contract; and

   (e) The reduction in cure payment and other concessions by
       Hobart will not negate the impact of assumption on any
       claims held by the Debtors against Hobart or otherwise
       expose Hobart to potential preference actions with respect
       to payments made on account of the Contract.  Upon
       assumption of the Contract, Hobart will be entitled to an
       administrative claim for cure in the event (albeit
       unlikely) that any amounts become owing to Hobart 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.

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).


WORLDCOM INC: District Court Holds Bankr. Court's Enjoinment Order
------------------------------------------------------------------
Accordingly, the United States District Court for the Southern
District of New York affirmed the Honorable Arthur Gonzalez's
order barring the prosecution of an action filed by Benjamin and
Elenora Carrubba, and Richard and Melissa Brown against MCI, Inc.,
to collect on certain discharged claims.

Benjamin and Elenora Carrubba, and Richard and Melissa Brown
appealed the U.S. Bankruptcy Court for the District of New York's
ruling asserting that the presence of cables and the Debtor's
alleged use on their land gave rise to postpetition claims that
were not discharged in bankruptcy.

The District Court avers that very little needs to be added to
Judge Gonzalez's opinion rejecting the Appellants' arguments.

The only point that gives any pause is whether the Apellants'
claim for an injunction requiring the removal of the cable from
their land was a dischargeable claim within the meaning of
Section 101(5) of the Bankruptcy Code, the District Court notes.

In ordinary circumstances, the District Court concedes, a lawsuit
to enjoin a trespass commenced prepetition, but continuing
postpetition, to the latter extent would be non-dischargeable
because the continuing trespass would impose an obligation to
remove the offending use that would not be an alternative to a
payment right.

The District Court, however, agrees with Judge Gonzalez that MCI
has the power of eminent domain.  "The issuance of an injunction
requiring the removal of the cable as a practical matter would
simply require [MCI] to exercise that power and thus give rise
not to specific relief, but an obligation to pay a monetary
condemnation award."

The District Court agrees with Judge Gonzalez that the claim for
injunction was a dischargeable claim that in fact was discharged.

As reported in the Troubled Company Reporter on Oct. 24, 2006,
WorldCom Inc. and its debtor-affiliates previously sought to bar
the action brought by the Apellants, on behalf of themselves and a
putative class of similarly situated landowners, in the U.S.
District Court for the Southern District of Mississippi.  The
Carrubba Action sought tort damages, based on the use and
installation of cables on the Apellants' land, on theories of
trespass, nuisance, and unjust enrichment and injunctive relief.

The Bankruptcy Court noted that the Debtors' prepetition use of
the fiber optic cable, assuming that it constitutes trespass and
nuisance, gave rise to a prepetition right of payment.  The
"elements" of the asserted claims of trespass, nuisance, and
unjust enrichment, and the "right to payment on the basis of those
claims, were therefore established in the prepetition period, as
the relationship of the parties in regards to that use did not
alter prepetition to postpetition, Judge Gonzalez held.

The Court concluded that the asserted tort claims are prepetition
claims discharged upon confirmation of the Debtors' Plan of
Reorganization.

"The Carrubba Plaintiffs cannot escape the discharge of their
claims by simply stating that they seek compensation only for the
Debtors' activities in the postpetition period," Judge Gonzalez
said.

The Carrubba Plaintiffs had the opportunity pre-confirmation to
file a proof of claim for damages but failed to do so, Judge
Gonzalez noted.  "[The Carrubba Plaintiffs] cannot therefore use
the threat of an injunction to obtain a discharged debt now."

The Court concluded that the Carrubba Plaintiffs' due process
rights were not and will not be violated by the enforcement of the
Confirmation Order.

The Court, however, declined to impose sanctions on the Carrubba
Plaintiffs, equal to the legal fees incurred by the Debtors in
responding to the Carrubba Action.

Accordingly, Judge Gonzalez granted the Debtors' request, except
to the extent that it seeks costs and attorneys' fees.

The Court barred the Carrubbas and Browns from taking further
action to prosecute their lawsuits to recover on those claims.
The Court further directs the Carrubbas and the Browns to:

   -- cease any further acts to attempt to enforce their claims
      against the Debtors; and

   -- dismiss with prejudice all lawsuits against the Debtors to
      the extent that they remain pending.

                         About WorldCom

WorldCom, Inc., a Clinton, Miss.-based global communications
company, filed for chapter 11 protection on July 21, 2002 (Bankr.
S.D.N.Y. Case No. 02-13532).  On March 31, 2002, WorldCom listed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on Apr. 20, 2004, the Company formally emerged from U.S. Chapter
11 protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with
Verizon Communications, Inc.  MCI is now known as Verizon
Business, a unit of Verizon Communications.  (WorldCom Bankruptcy
News, Issue No. 126; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WORLDCOM INC: Court Denies Seinfeld's Derivative Claims Action
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New York denied
Frank David Seinfeld's request for permission to prosecute a
stockholder's derivative action, on behalf of Reorganized WorldCom
Inc. and its debtor-affiliates, against the company's former
directors and Bank of America.

The Court holds that Mr. Seinfeld's right to be heard under
Section 1109(b) of the Bankruptcy Code is not in dispute.  Mr.
Seinfeld argued against sanctions under Rule 9011 of the Federal
Rules of Bankruptcy Procedure, but his concern has no basis as no
sanctions have been sought against him, the Honorable Arthur
Gonzalez notes.  Therefore, the Court will not address that issue.

The Court finds no evidence to conclude that the Reorganized
Debtors decided to abandon, before the confirmation of their Plan
of Reorganization, the claims that Mr. Seinfeld wishes to assert
on their behalf.  Nor did Mr. Seinfeld ask the Court to compel
the Debtors to bring suit or abandon the claims before
confirmation of the Plan.

In fact, the Debtors made sure that, under the Plan, the claims
at issue would be vested in the Reorganized Debtors, the Court
points out.  "If Mr. Seinfeld disagreed with the Debtors'
retention of the right to assert the claims, he should have
objected before confirmation of the Plan."

As the Second Circuit noted in Seinfeld v. Allen, 169 Fed. (2d
Cir. 2006), "the [P]lan is clear that the reorganized debtor MCI,
Inc., not the individual stockholders, retains the right to bring
legal action for its own benefit."  Thus, the Plan bars Mr.
Seinfeld's derivative claims, Judge Gonzalez concludes.

Basically, Mr. Seinfeld attempts to revive a shareholder's
action, on the Debtors' behalf, as a shareholder's action on
behalf of the Reorganized Debtors, the Court notes.  Mr. Seinfeld
cannot prosecute a shareholder's derivative action on the
Debtors' behalf, as the cancellation of WorldCom shares under the
Plan prevents the required "continuation of shareholder status
throughout litigation," Judge Gonzalez holds.

"The fact that the causes of action were shareholder derivative
actions in the hands of the Debtors does not mean that the
derivative nature survived vesting in the Reorganized Debtors,"
Judge Gonzalez opines.  "A corporate merger seriously endangers
the survival of a shareholder's derivative standing."

The Court opines that survival of Mr. Seinfeld's derivative
standing is even more dubious under the circumstances where the
shares of the Debtors were cancelled, the Debtors' equity is to
receive no distribution, and the Debtors' corporate entity merged
into the Reorganized Debtors' corporation.

Mr. Seinfeld's current interest as a shareholder of the
Reorganized Debtors is not in dispute.  This current interest,
however, does not flow from Mr. Seinfeld's former interest as a
shareholder of the Debtors.  Mr. Seinfeld's former and present
positions as a shareholder, in the Debtors and the Reorganized
Debtors, are independent, the Court holds.  Therefore, even if a
shareholder of a merged entity can maintain continuous derivative
standing under certain circumstances, the independent nature of
Mr. Seinfeld's past and present interests provide no basis to
confer that standing, Judge Gonzalez says.

The Court need not decide whether settlement of the WorldCom
Securities Litigation may additionally preclude Mr. Seinfeld's
action as it is established that such action is barred by the
Plan, Judge Gonzalez avers.

                    Seinfeld to Appeal Decision

Mr. Seinfeld notified the Bankruptcy Court that he will file an
appeal to the U.S. District Court for the Southern District of New
York of Judge Gonzalez's order denying his motion to prosecute a
stockholder's derivative action.

                         About WorldCom

WorldCom, Inc., a Clinton, Miss.-based global communications
company, filed for chapter 11 protection on July 21, 2002 (Bankr.
S.D.N.Y. Case No. 02-13532).  On March 31, 2002, WorldCom listed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on Apr. 20, 2004, the Company formally emerged from U.S. Chapter
11 protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with
Verizon Communications, Inc.  MCI is now known as Verizon
Business, a unit of Verizon Communications.  (WorldCom Bankruptcy
News, Issue No. 126; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


X-RITE INC: Moody's Assigns Loss-Given-Default Ratings
------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. technology semiconductor and distributor
sector, the rating agency affirmed its B1 corporate family rating
on X-Rite, 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
   ----------           -------  -------  ------   ----------
   $40MM Sr. Secured
   1st Priority
   Revolver due 2011      B1       Ba3     LGD3       34%

   $120MM Sr. Secured
   1st Priority
   Term Loan due 2012     B1       Ba3     LGD3       34%

   $60MM Sr. Secured
   2nd Priority Term
   Loan due 2012          B3        B3     LGD5       86%

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

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

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

Headquartered in Grandville, Michigan, X-Rite Incorporated
(Nasdaq: XRIT) -- http://www.xrite.com/-- offers color
measurement technology solutions comprised of hardware, software
and services for the verification and communication of color data.
The Company serves a broad range of industries, including graphic
arts, digital imaging, industrial and retail color matching, and
medical, among other industries.  X-Rite is global, with 21
offices throughout Europe, Asia, and the Americas, serving
customers in 100 countries.


YOUNG CHOE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Young Min Choe
        Hai Sook Choe
        dba The Belton Inn
        107 County Line Road
        Belton, MO 64012
        Tel: (816) 331-6300

Bankruptcy Case No.: 06-42920

Type of Business: The Debtors operate the Belton Inn.

Chapter 11 Petition Date: October 27, 2006

Court: Western District of Missouri (Kansas City)

Judge: Arthur B. Federman

Debtors' Counsel: Ray E. Sousley, Esq.
                  Ross & Sousley, LLC
                  800 Westport Road
                  Kansas City, MO 64111
                  Tel: (816) 931-5000
                  Fax: (816) 753-5051

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


* FTI Appoints New Directors to Forensic, Corp Finance Practices
----------------------------------------------------------------
FTI Consulting, Inc., disclosed the appointments of senior
managing directors Mary Barnes and Bruce Burton in the Forensic
and Litigation Consulting practice, and senior managing director,
Mark Weinsten, and managing director Scott Bingham, in the
Corporate Finance practice.

Commenting on the new appointments, Dominic DiNapoli, FTI's chief
operating officer, said, "At FTI, our priority is to not only
identify and meet the needs of our clients and the marketplace,
but to surpass them.  This goal requires careful expansion of our
elite talent pool.  Mary, Bruce, Mark and Scott bring with them
the diversity of talent and expertise that are integral to FTI
providing the highest level of client service."

                        New Appointments

Mary G. Barnes joins FTI as a senior managing director in FTI's
Forensic and Litigation Consulting segment.  Ms. Barnes, who will
be located in FTI's New York office, will focus on the financial
services industry with a primary concentration on commercial and
investment banking.

Ms. Barnes has more than 25 years experience in consulting and
executive management in the financial services industry.  Most
recently, her consulting efforts have included the areas of
internal controls, regulatory compliance and reporting, risk
management, forensic investigations and technology.

Ms. Barnes joins FTI from KPMG, where she was the global lead
partner for one of the top financial services organizations.  In
this role she managed activities across all businesses and
functions of the client (e.g. tax, transaction services,
forensics, etc.), domestically and globally, including leading the
transformation of a segment of the client's finance function, and
identifying and providing advice around regulatory reporting
issues.

Prior to her tenure at KPMG, Ms. Barnes was a partner in the
financial services practice at Bearing Point and a senior
executive at Bank of America where she led an internal consulting
group.

Ms. Barnes earned a BS in Industrial Engineering at the University
of Texas, Arlington.

Bruce Burton joins FTI as a senior managing director in the
Forensic and Litigation Consulting's growing Intellectual Property
practice.  Mr. Burton is based in Chicago and will focus on
developing FTI's Technology & Intellectual Property Management
capabilities, which includes helping clients identify, protect,
manage and extract value from their intellectual assets.

Prior to joining FTI, Mr. Burton was a partner and the national
leader of the intellectual asset management practice at Deloitte
Consulting, a role in which he consulted on issues involving
strategy, management, valuation, licensing, process design, M&A,
tax planning, litigation, bankruptcy and other matters all in
relation to intellectual property and related assets.

Mr. Burton's industry experience is broad and includes aerospace,
automotive, consumer goods, higher education, pharmaceuticals,
telecommunications and other high-tech industries.  He has
particular expertise in all phases of technology
commercialization, IP strategy and implementation procedures, IP
due diligence, IP-related mergers and acquisitions, and IP best
practices.

Mr. Burton holds an MBA from the University of Chicago and a BA
from the University of Washington.  He is a CPA, a CMA and a CFE.

Mark Weinsten returns to FTI as a senior managing director in
FTI's Corporate Finance practice after spending the past year as
CFO of GVV, where he was responsible for business plan development
and raising capital.  Based in FTI's Boston office, Mr. Weinsten
works with clients including boards of directors, equity sponsors,
management of distressed companies and creditors and bank groups.
His role includes assisting clients in creating and implementing
business strategies and operational improvements, performing
analyses related to capital budgeting and raising decisions,
conducting operations and organization reviews to identify areas
for clients to reduce costs and enhance productivity, and has
served in interim management developing business plans and
financial projections to provide guidelines and targets for client
growth and development.

Prior to joining FTI, Mr. Weinsten was a partner in
PricewaterhouseCoopers' business recovery services practice (which
was acquired by FTI in 2002) and assisted underperforming
companies and their various constituents across a breadth of
industries.  Before that he was in the management consulting
department of Grant Thornton.

Mr. Weinsten holds an MBA from the Wharton School at the
University of Pennsylvania and a BS in economics from Carnegie-
Mellon University.  He is a member of the American Bankruptcy
Institute and the Turnaround Management Association.  He has also
been an adjunct professor at Babson College's Olin School of
Business, where he has taught turnaround finance and management to
MBA students.

Scott Bingham joins as a managing director in FTI's Corporate
Finance practice, Transaction Advisory Services group.  In his new
role, Mr. Bingham will be part of FTI's Atlanta Transaction
Advisory Services group, and will focus on extending FTI's
presence in the Southeast.

Mr. Bingham brings over 14 years of experience to his new
position, the last nine of which were spent at
PricewaterhouseCoopers.  Most recently, he served as the advisory
practice leader for healthcare transaction consulting, a role in
which he coordinated the firm's resources for supplying strategic,
operational and financial healthcare diligence consulting for
private equity and venture capital clients.

Mr. Bingham's extensive experience in transaction services also
includes a five-year tenure as the director of the transaction
services division at PricewaterhouseCoopers, where he served as a
transaction consultant for both strategic and financial buyers
throughout the deal continuum, and where he advised clients on a
myriad of deal technicalities, including due diligence, contract
structuring and negotiations, transition planning, leverage
recapitalizations, etc.  Prior to his experience at
PricewaterhouseCoopers, Mr. Bingham was the director of corporate
development at The MRC Group, formerly Medifax, Inc., a private
equity-backed venture.

Mr. Bingham holds a BS in Accounting from Miami University and is
a CPA.

                        About FTI Consulting

FTI is a leading global firm that organizations rely on for advice
and solutions in the areas of forensic analysis, investigation,
economic analysis, restructuring, due diligence, strategic
communication, financial communication and technology when
confronting the critical legal, financial and reputational issues
that shape their futures.  FTI delivers solutions through its
network of nearly 2,000 professionals in offices in every major
business center in the world.


* Japonica's Kazarian to Give Keynote at Distressed Investing 2006
------------------------------------------------------------------
Paul B. Kazarian, Founder and Managing Director of Japonica
Partners, will give the Keynote Address for the 13th Annual
Distressed Investing Conference held at New York City's Jumeirah
Essex House on November 27 and 28.  The conference is hosted by
Renaissance American Management, Inc., and Beard Group, Inc.

Mr. Kazarian has agreed to discuss "Entrepreneurial Co-Investing
in Underperforming Global Large Caps" to the global participants
at the industry's leading event known for cutting-edge information
and networking opportunities.

Japonica Partners is an entrepreneurial co-investment firm that
provides entrepreneurial returns for accomplished money managers
who succeed with top quartile performance.

"We continue to build upon the success of last year's conference
highlighted by Wilbur Ross' dynamic keynote," commented David
Henderson, President of conference organizer Renaissance American
Management, Inc.  "There is great demand to hear from Japonica
Partners' Paul Kazarian.  We expect this conference to be our best
ever."

Among those participating in the conference are Tony Alvarez II of
Alvarez & Marsal, LLC -- winner of the 2006 Harvey R. Miller
Outstanding Achievement Award, Harvard Business School's Dr.
Stuart C. Gilson -- who will lead a Valuation Workshop for market
professionals on GM and Delphi, and accomplished money managers
such as Cerberus and Goldman Sachs -- sharing insights during
Investors' Roundtables.

Also participating are AlixPartners, Anderson Kill & Olick PC,
Andrews Kurth LLP, Conway MacKenzie & Dunleavy, Debevoise &
Plimpton LLP, Gardner Carton & Douglas LLP, Glass & Associates,
Inc., Huron Consulting Group, Kirkland & Ellis LLP, Skadden Arps,
Slate, Meagher & Flom LLP, Sonnenschein Nath & Rosenthal LLP,
Stutman Treister & Glatt PC, and Weil, Gotshal & Manges LLP.

An updated conference agenda is available at:

  http://www.renaissanceamerican.com/upcoming_conferences.htm

            About Renaissance American Management, Inc.

Renaissance American Management, Inc. was founded in New York City
in 1985 by David Henderson, President, and his wife Akemi
Henderson, Vice President.  The company moved to Tyler, Texas in
1997 and continues to produce conferences to bring together
professionals involved in the Distressed Investing Market,
Corporate Reorganizations, Healthcare M&A, Physician Ventures, and
Oil & Gas industries.

                    About Beard Group, Inc.

The Beard Group offers a comprehensive range of leading-edge
products and services to legal and business professionals
including traditional and electronic publishing, databank data
search and delivery, and conferences.  Beard Group co-publishes
the Troubled Company Reporter.

For more information about the conference, contact:

     David Henderson
     Renaissance American Management, Inc.
     Telephone (903) 595-3800
     http://www.renaissanceamerican.com/

         or

     Chris Beard
     Beard Group, Inc.
     Telephone (240) 629-3300
     http://www.beardgroup.com/


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Abraxas Petro           ABP         (21)         132       (6)
Adventrix Pharmac.      ANX         (11)          20      (12)
AFC Enterprises         AFCE        (46)         172        5
Alaska Comm Sys         ALSK        (25)         566       26
Alliance Imaging        AIQ         (23)         682       26
AMR Corp.               AMR        (514)      30,128   (1,202)
Atherogenics Inc.       AGIX       (124)         211      165
Biomarin Pharmac        BMRN         49          469      307
Blount International    BLT        (123)         465      126
CableVision System      CVC      (5,362)       9,715     (395)
Centennial Comm         CYCL     (1,062)       1,434       33
Cenveo Inc              CVO          24          941      128
Choice Hotels           CHH        (118)         280      (58)
Cincinnati Bell         CBB        (705)       1,893       18
Clorox Co.              CLX        (156)       3,616     (123)
Cogdell Spencer         CSA         126          370      N.A.
Columbia Laborat        CBRX         10           29       23
Compass Minerals        CMP         (63)         664      161
Crown Holdings I        CCK        (107)       7,236      204
Crown Media HL          CRWN       (393)       1,018      133
Deluxe Corp             DLX         (90)       1,330     (235)
Denny's Corporation     DENN       (231)         454      (73)
Domino's Pizza          DPZ        (592)         360      (20)
Echostar Comm           DISH       (512)       9,105    1,589
Emeritus Corp.          ESC        (111)         721      (28)
Emisphere Tech          EMIS          2           43       19
Empire Resorts I        NYNY        (26)          62       (3)
Encysive Pharm          ENCY        (64)          93       56
Foster Wheeler          FWLT        (38)       2,224      (93)
Gencorp Inc.            GY          (98)       1,017       (3)
Graftech International  GTI        (166)         900      250
H&E Equipment           HEES        226          707       22
I2 Technologies         ITWO        (54)         211       (9)
ICOS Corp               ICOS        (36)         266      116
IMAX Corp               IMAX        (21)         244       33
Immersion Corp          IMMR        (20)          47       32
Incyte Corp             INCY        (55)         375      155
Indevus Pharma          IDEV       (147)          79       35
J Crew Group Inc.       JCG         (83)         362      101
Koppers Holdings        KOP         (95)         625      140
Kulicke & Soffa         KLIC         65          398      230
Labopharm Inc.          DDS         (92)         143      105
Level 3 Comm. Inc.      LVLT        562        9,343      843
Ligand Pharm            LGND       (238)         286     (155)
Lodgenet Entertainment  LNET        (62)         269       18
McDermott Int'l         MDR         125        3,181       64
McMoran Exploration     MMR         (38)         439      (46)
NPS Pharm Inc.          NPSP       (164)         248      168
New River Pharma        NRPH          0           93       68
Omnova Solutions        OMN          (2)         366       72
ON Semiconductor        ONNN         (1)       1,416      316
Qwest Communication     Q        (2,826)      21,292   (2,542)
Riviera Holdings        RIV         (29)         214        7
Rural Cellular          RCCC       (525)       1,441      151
Rural/Metro Corp.       RURL        (91)         299       45
Sepracor Inc.           SEPR        (33)       1,352    1,010
St. John Knits Inc.     SJKI        (52)         213       80
Sulphco Inc.            SUF          25           34       12
Sun Healthcare          SUNH         10          523      (34)
Sun-Times Media         SVN        (261)         965     (324)
Tivo Inc.               TIVO        (32)         132       10
USG Corp.               USG       1,551        6,363       48
Vertrue Inc.            VTRU        (16)         443      (72)
Weight Watchers         WTW        (110)         857      (72)
WR Grace & Co.          GRA        (480)       3,641      902

                             *********

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 ***