TCR_Public/061101.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, November 1, 2006, Vol. 10, No. 260

                             Headlines

ACE SECURITIES: Poor Credit Support Cues S&P to Lower Ratings
ACIH INC: Deteriorating End Market Cues Moody's to Review Ratings
ADSERO CORP.: Posts $10.6 Mil Net Loss in Quarter Ended June 30
ARCA FUNDING: Moody's Rates $7 Million Class VIII Notes at Ba1
ASARCO LLC: Court Extends Interim Cash Collateral Use Until Nov. 8

ASARCO LLC: Objects to the U.S. Government's Claim No. 10744
ASSET BACKED: Moody's Junks Rating on two Tranches
BABSON CLO: Moody's Rates $10MM Class E Mezzanine Notes at Ba2
BAILEY EXCAVATING: Case Summary & Nine Largest Unsecured Creditors
BALBOA CDO: Moody's Pares Rating on $31MM Notes to Ba2 from Baa2

BANC OF AMERICA: Fitch Assigns BB Rating to $669,000 of Certs.
BEAR STEARNS: Adequate Credit Support Cues S&P to Raise Ratings
BLACKROCK CAPITAL: Moody's Confirms Ba2 Rating on Class B-4 Loans
BNC MORTGAGE: $16.4 Million of Certs. Get Fitch's Low-B Ratings
BOFA ALT: Fitch Rates $1.5 Million Class B-5 Certificates at B

BOFA MORTGAGE: Fitch Places Low-B Ratings on Two Cert. Classes
BOMBARDIER INC: DBRS Confirms Senior Debentures' Rating at BB
BORGER ENERGY: Quixx Reports Pending Borger Sales Pact
BORALEX INC: US Subsidiary to Secure $80 Mil. Debt Financing
C-BASS MORTGAGE: Fitch Places BB Rating on $9.7MM Class B Certs

CASE FINANCIAL: Posts $129,465 Net Loss in Third Fiscal Quarter
CDC MORTGAGE: Inadequate Credit Support Cues S&P to Junk Ratings
CERADYNE INC: Regains Nasdaq Listing Compliance
CHAPARRAL STEEL: Initiates Quarterly Cash Dividend
COLISEUM BOOKS: Keen Selling Leasehold Interest on December 15

COMMUNICATIONS CORP: Taps Greenberg Traurig as Special Counsel
COMPLETE RETREATS: Creditors Panel Gets Dec. 31 Claims Probe Date
COMPLETE RETREATS: Gets Final OK to Borrow up to $80MM from Ableco
CREDIT SUISSE: Fitch Rates $4.2 Million Class C-B-5 Certs at B
CRESCENT RESOURCES: S&P Rates $1.225 Billion Bank Term Loan at BB

CWMBS INC: Fitch Assigns BB Rating to $1 Million Class B-3 Certs
DANA CORP: Carl Muney Wants Debtors Compelled to Pay $10MM Claim
DANA CORP: Organ Withdraws Lift Stay Motion to Pursue Insurance
DEATH ROW: Wants Virgil Roberts as Business Affairs Consultant
DELPHI CORP: Judge Drain Adjourns Hearings on CBA Rejection Plea

DELPHI CORP: Inks Staffing Program Pact with Fieldglass & Bartech
DEUTSCHE ALT-A: Moody's Lowers Rating on Class M-3 Certs to Ba2
DEVELOPERS DIVERSIFIED: Earns $49 Mil. in Quarter Ended Sept. 30
DURA AUTOMOTIVE: S&P's Ratings Tumbles to D After Ch. 11 Filing
EARTH GLOBE: Case Summary & 12 Largest Unsecured Creditors

EASTMAN KODAK: Has $877MM Earnings Improvement in 3rd Quarter 2006
EL POLLO: Terminates Tender Offer for 11-3/4% and 14-1/2% Notes
ELEPHANT TALK: Posts $525,855 Net Loss in 2006 Second Quarter
FEDERAL-MOGUL: Ct. Denies Abex Claimants' Motion for Futures Rep.
FINDEX.COM INC: Earns $861,658 in Second Quarter Ended June 30

FIRST FRANKLIN: $60.3 Mil of Class B2 Certs Get Fitch's B Rating
FIRST FRANKLIN: Fitch Rates $22.3 Million Class B Certs at BB+
FIRST HORIZON: Fitch Rates $650,000 Privately Offered Class at B
FREMONT HOME: Moody's Rates Class M-10 Certificates at Ba1
GANNETT PEAK: Moody's Rates $19 Million Class D-1 Notes at Ba2

GLENN UNDERWOOD: Case Summary & Five Largest Unsecured Creditors
GS MORTGAGE: Fitch Places Low-B Ratings on Six Certificate Classes
GSC ABS: Moody's Rates $10 Mil. Class C Subordinate Notes at Ba1
GSR MORTGAGE: Fitch Puts BB Rating on $2.75-Mil Class B-4 Certs
GUITAR CENTER: Solid Operations Cue Moody's to Lift Rating

H&R ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
HALCYON LOAN: Moody's Rates $16MM Cl. D Mezzanine Notes at Ba2
HALCYON STRUCTURED: Moody's Rates $16MM Class E Notes at Ba2
HUNTSMAN CORP: Moody's Rates Proposed $400MM Senior Notes at B3
ICEWEB INC: Posts $1.04 Mil. Net Loss in 2006 Third Fiscal Quarter

INLAND FIBER: Court Approves Dechert as Bankruptcy Counsel
L&M VIDEO: Case Summary & 20 Largest Unsecured Creditors
LEHMAN MORTGAGE: Fitch Assigns B Rating to $3 Mil Class B7 Certs
MASTR INC: Fitch Rates $3.7 Million Class B-2 Certificates at BB
MCCARTY COMPANY: Voluntary Chapter 11 Case Summary

MORGAN STANLEY: Subprime Deals Cue Moody's to Chip Low-B Ratings
NOBLE DREW: Court Okays Slochowsky & Rappaport as Special Counsel
NORTHWEST AIRLINES: Wants Boeing 787 Aircraft Agreements Approved
NORTHWEST AIRLINES: Seeks Approval for Rolls-Royce Pact
NORTHWEST AIRLINES: Wants to Implement Settlement Terms Under DIP

OWENS CORNING: Plan Takes Effect, Emerges from Chapter 11
PAMPELONNE CDO: Moody's Rates $5 Million Class E Notes at Ba1
PAYNE TRUCKING: Case Summary & 11 Largest Unsecured Creditors
PRIDE INTERNATIONAL: Earns $89.3 Million for 2006 Third Quarter
RELIANCE FINANCIAL: Trustee Selling Cash Value Insurance Policies

RESI FINANCE: Moody's Rates Class B9 Notes at Ba3
RESIDENTIAL ACCREDIT: Fitch Places B Rating on $3MM Private Certs
RESIDENTIAL ACCREDIT: Fitch Places Low-B Ratings on $5MM of Certs
RESIDENTIAL FUNDING: Fitch Rates $1.5MM Class I-B-2 Certs at B
RESIX FINANCE: Moody's Rates Class B9 Notes at Ba3

RIVERCHASE COUNTRY: Case Summary & 20 Largest Unsecured Creditors
S-TRAN HOLDINGS: Wants Plan-Filing Period Extended to Dec. 4
SAINT VINCENTS: Hires Pride Capital as Liquidator
SEA CONTAINERS: Cha. 11 Case Cues Moody's to Junk Sr. Debt Rating
SHAW COMMS: Earns $210.4 Million in Fourth Quarter Ended Aug. 31

SKYEPHARMA PLC: UBS AG No Longer Holds Notifiable Interest
SOUTH CENTRAL: S&P Cuts Rating on $455K Sec. 8 Bonds to B from BB
STRUCTURED ASSET: Fitch Places BB Rating on $11.9MM Class B2 Certs
THOMPSON & WALTERS: Section 341(a) Meeting Scheduled on Nov. 8
TRUMP ENT: Finishes Due Diligence Relating to Diamondhead Property

US LAND: Voluntary Chapter 11 Case Summary
VALASSIS COMMUNICATIONS: Moody's Chips Baa3 Rating on Senior Bonds
VARIG S.A.: Preliminary Injunction Continued to November 29
VARIG S.A.: Volo May Invest $173 Million to Expand Fleet
WELLS FARGO: Fitch Puts B Rating on $1.5MM Class B-5 Certificates

WELLS FARGO: Fitch Rates $4.8 Million Class B-5 Certificates at B
WERNER LADDER: Creditors Have Until Dec. 12 to File Claims
WINN-DIXIE: Files Management Security Plan Claims Objection
WINN-DIXIE: Wants Court to Affirm Amount of Retirement Claims

* Corporate Revitalization Elects Six New Partners
* Deloitte Fin'l. Promotes 20 Professionals in its Three Divisions

* Upcoming Meetings, Conferences and Seminars

                             *********

ACE SECURITIES: Poor Credit Support Cues S&P to Lower Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M-6
from Ace Securities Corp. Home Equity Loan Trust Series 2004-HS1
to 'BB' from 'BBB-' and placed it on CreditWatch with negative
implications.

Concurrently, the rating on class M-6 from series 2004-HE1 is
lowered to 'BB' from 'BBB-' and remains on CreditWatch with
negative implications.

At the same time, the ratings on class M-3 from series 2002-HE1
and class M-6 from series 2003-HE1 remain on CreditWatch with
negative implications.

Finally, ratings are affirmed on the remaining classes from these
four series.

The downgrades reflect actual and projected credit support
percentages that are insufficient to maintain the previous
ratings.

Excess interest has been insufficient to cover realized losses,
and the overcollateralization levels are below their targets
because overcollateralization is being used to cover losses.

The continued CreditWatch negative placements reflect our
expectation that additional losses may result from high
delinquencies for these classes.

As of the September 2006 distribution date, total delinquencies,
as a percentage of the current pool principal balances, were
40.40% for series 2002-HE1, 25.56% for series 2003-HE1, 29.11% for
series 2004-HE1, and 31.56% for series 2004-HS1, with 23.38%,
17.31%, 20.18%, and 20.90%, respectively, categorized as seriously
delinquent (90-plus-days, foreclosure, and REO).

Standard & Poor's will continue to closely monitor the performance
of these transactions.  If the delinquent loans translate into
realized losses, additional downgrades may be taken, depending on
the size of the losses and the remaining credit support.

In contrast, if the delinquencies decrease and do not cause
significant additional losses, S&P will affirm the current ratings
and remove them from CreditWatch.

The rating affirmations reflect loss coverage percentages that
meet or exceed the levels necessary to maintain the current
ratings.  These transactions benefit from credit enhancement
provided by subordination, excess spread, and
overcollateralization.

The collateral for these transactions consists of loans secured by
first liens on one- to four-family residential properties.

         Rating Lowered and Placed on Creditwatch Negative

            Ace Securities Corp. Home Equity Loan Trust

                                       Rating
                                       ------
             Series     Class    To               From
             ------     -----    --               ----
             2004-HS1   M-6      BB/Watch Neg     BBB-

       Rating Lowered and Remaining on Creditwatch Negative

            Ace Securities Corp. Home Equity Loan Trust

                                       Rating
                                       ------
             Series     Class    To               From
             ------     -----    --               ----
             2004-HE1   M-6      BB/Watch Neg     BBB-/Watch Neg

             Ratings Remaining on Creditwatch Negative

            Ace Securities Corp. Home Equity Loan Trust

             Series     Class            Rating
             ------     -----            ------
             2002-HE1   M-3              B/Watch Neg
             2003-HE1   M-6              BBB-/Watch Neg

                         Ratings Affirmed

            Ace Securities Corp. Home Equity Loan Trust

                Series     Class            Rating
                ------     -----            ------
                2002-HE1   M-1              AA+
                2002-HE1   M-2              A+
                2002-HE1   M-4              CCC
                2003-HE1   M-1              AA
                2003-HE1   M-2              A
                2003-HE1   M-3              A-
                2003-HE1   M-4              BBB+
                2003-HE1   M-5              BBB
                2004-HE1   A-3              AAA
                2004-HE1   M-1, M-2         AA
                2004-HE1   M-3              A
                2004-HE1   M-4              A-
                2004-HE1   M-5              BBB+
                2004-HS1   A-1, A-2, A-3    AAA
                2004-HS1   M-1              AA+
                2004-HS1   M-2              AA-
                2004-HS1   M-3              A
                2004-HS1   M-4              A-
                2004-HS1   M-5              BBB+


ACIH INC: Deteriorating End Market Cues Moody's to Review Ratings
-----------------------------------------------------------------
Moody's Investors Service placed ACIH's B2 corporate family rating
under review for possible downgrade driven by the company's
weakening financial performance and operating outlook, as well its
diminishing liquidity profile.

Moody's also downgraded the company's speculative grade liquidity
rating to SGL-4 from SGL-3 driven by concerns over potential
covenant violations resulting from projected weak cash flow
generation relative to debt and fixed charge burdens.

ACIH is an intermediate holding company that is structurally
senior to Atrium Corporation, the ultimate parent company, but
subordinate to Atrium Companies, Inc., the primary operating
company.

Moody's has placed these ratings for ACIH under review for
possible downgrade:

   -- Corporate Family Rating, rated B2;

   -- Probability of Default Rating, rated B2;

   -- $174 million senior discount notes due 2012, rated Caa1
     (LGD6, 90%).

Moody's has also placed these ratings for Atrium Companies, Inc.
under review for possible downgrade:

   -- $378.5 million senior secured term loan B, due 2012, rated
      B1 (LGD3, 37%);

   -- $50 million senior secured revolving credit facility, due
      2011, rated B1 (LGD3, 37%).

The Speculative Grade Liquidity assessment for ACIH was
downgraded:

   -- Speculative Grade Liquidity Rating, downgraded to SGL-4
      from SGL-3.

This rating for Atrium Companies, Inc. has been withdrawn:

   -- $46.5 million senior secured delay term loan, rated B1
      (LGD3, 37%).

The review for possible downgrade is prompted by Moody's belief
that the company's projected liquidity position is weak and that
the company's end markets are continuing to deteriorate.  Moody's
also believes that there may be a need for future covenant relief,
new equity capital, or both.

The action is also driven by the uncertainties surrounding the
company's financial profile.  The review also reflects concerns
surrounding the current and anticipated impact of the homebuilding
slowdown on Atrium's sales and cash flow generation.

The company has significant revenue contribution from markets that
are currently experiencing a dramatic slowdown that will likely
continue through the next 18 to 24 months; the markets include
Florida, Arizona, California, and Nevada.  However, Atrium also
derives a significant part of its revenues from Texas and other
markets that are believed to be under less pressure.  Cash flow
deterioration is therefore a concern.

The downgrade of the speculative grade liquidity rating to SGL-4
from SGL-3 reflects Moody's expectation that the company's free
cash flow generation will likely be weak over the next four
quarters.  The downgrade also reflects intensifying covenant
pressure.  Atrium has access to a $50 million revolving credit
facility that is used intermittently for working capital purposes.
Moody's considers the credit facility to be small relative to the
company's overall size.  Atrium also has access to a $60 million
accounts receivable securitization facility that is being
approximately utilized 70%.

The withdrawal of the rating on the company's delay draw term loan
is a result of the facility no longer being in place.

Headquartered in Dallas, Texas, Atrium Companies, Inc., is one of
the largest window manufacturers in the United States.  Revenues
for 2005 were $787 million.


ADSERO CORP.: Posts $10.6 Mil Net Loss in Quarter Ended June 30
---------------------------------------------------------------
Adsero Corp. has filed its second quarter financial statements for
the period ended June 30, 2006 with the Securities and Exchange
Commission.

Adsero Corp. reported a $10,661,585 net loss on $5,786,100 of
revenues for the quarter ended June 30, 2006, compared to $19,051
of net income earned on $6,328,742 of revenues for the same period
in 2005.

At June 30, 2006, the company's balance sheet reflected
$13,501,745 in total assets and $21,806,539 in total liabilities,
resulting in a stockholders' deficit of $8,304,794.  Additionally,
accumulated deficit stood at $30,742,962 at June 30, 2006,
compared to $20,081,378 as of Mar. 31, 2006.

The company's June 30, 2006 balance sheet also showed strained
liquidity with $5,113,417 in total current assets available to pay
$18,915,861 in total current liabilities.

A full-text copy of the company's second quarter financial
statements is available for free at:

                http://researcharchives.com/t/s?1436

                       Going Concern Doubt

Marcum & Kliegman, LLP, in New York, raised substantial doubt
about Adsero Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for
the year ended Dec. 31, 2005.  The auditor pointed to the
company's recurring operating losses and accumulated deficit
of $19,376,401.

                        About Adsero Corp

ADSERO Corp. -- http://www.adserocorp.com/-- through its wholly
owned subsidiary Teckn-O-Laser Global Company, is a North American
printer cartridge re-manufacturer.  The company manufactures and
distributes re-manufactured toner cartridges and inkjet
cartridges.  These products are sold to a variety of channels such
as distributors and retail office supply stores, both domestically
and internationally.


ARCA FUNDING: Moody's Rates $7 Million Class VIII Notes at Ba1
--------------------------------------------------------------
Moody's Investors Service reported that it assigned ratings to
notes issued by Arca Funding 2006-I, Ltd.

These ratings were assigned:

   -- Aaa to $99,500,000 Million Class II Funded Senior Notes Due
      2046;

   -- Aa2 to $59,500,000 Million Class III Funded Senior Notes
      Due 2046;

   -- Aa3 to $17,000,000 Million Class IV Funded Senior Notes Due
      2046;

   -- A2 to $17,000,000 Million Class V Funded Mezzanine Notes
      Due 2046;

   -- Baa2 to $17,000,000 Million Class VI Funded Mezzanine Notes
      Due 2046;

   -- Baa3 to $7,000,000 Million Class VII Funded Mezzanine
      Notes Due 2046 and

   -- Ba1 to $7,000,000 Million Class VIII Funded Mezzanine Notes
      Due 2046.

Moody's ratings of the Notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
Note's governing documents, and are based on the expected loss
posed to the Noteholders relative to receiving the present value
of such payments.  The ratings of the Notes reflect the credit
quality of the underlying assets -- which consist primarily of
residential mortgage backed securities and ABS CDOs -- as well as
the credit enhancement for the Notes inherent in the capital
structure and the transaction's legal structure.  This synthetic
CDO is static and brought to market by Morgan Stanley.


ASARCO LLC: Court Extends Interim Cash Collateral Use Until Nov. 8
------------------------------------------------------------------
The Honorable Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi extends the modified
Final Cash Collateral Order for ASARCO LLC until Nov. 8, 2006, on
an interim basis.

Judge Schmidt rules that ASARCO LLC need not deposit any
additional silver proceeds into the Mitsui & Co. (U.S.A.), Inc.,
Cash Collateral Account during the Interim Time Period.

All amounts currently deposited in the Mitsui Cash Collateral
Account will remain in the Mitsui Cash Collateral Account under
the terms of the Final Cash Collateral Order during the Interim
Time Period.

The Court further rules that ASARCO may invest the corpus of the
Mitsui Cash Collateral Account in investments consistent with
Section 345 of the Bankruptcy Code, including Certificates of
Deposit during the Interim Time Period.  Before any changes in
the types of investments, ASARCO must obtain Mitsui's prior
written consent or Court approval upon motion and hearing.

A final hearing on Mitsui's Motion to Extend and Modify the Final
Cash Collateral Order is scheduled on Nov. 7, 2006, at 10:00 a.m.

                         About ASARCO LLC

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

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

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


ASARCO LLC: Objects to the U.S. Government's Claim No. 10744
------------------------------------------------------------
ASARCO LLC asks the Honorable Richard Schmidt of the United States
Bankruptcy Court for the Southern District of Texas in Corpus
Christi to:

   (a) disallow the U.S. Government's Proof of Claim;

   (b) determine that ASARCO has no obligation to backfill or
       revegetate Tract I and, by implication, Tract II;

   (c) deny the claim of damages relating to Tract III; and

   (d) disallow the claims of unpaid royalties, rents, interests
       and penalties for Tracts I and II.

In 1959, Asarco Inc., predecessor in interest to ASARCO LLC, and
the Department of Interior entered into two Mining Leases and 12
Business Leases with the San Xavier District of the Tohono
O'odham Indian Nation and certain members of the Nation holding
trust patent allotments on the Reservation.

The Leases facilitate ASARCO's mining and milling operations on
portions of the Mission Mine:

   * The Mining Leases allow ASARCO to mine and mill ore, and
     deposit the alluvial burden, unmilled waste rock and mill
     tailings on portions of the Reservation designated as "Tract
     I" and "Tract II," in exchange for paying the Nation and
     Allottees royalties on the ore production and rent for the
     land.

   * The Business Leases allow ASARCO to deposit waste rock and
     tailings from portions of the Mission Mine "on or adjacent
     to" the Reservation onto portions of the Reservation
     designated "Tract III," in exchange for paying the Indians
     rent for the land.

On July 28, 2006, the United States Government, on behalf of the
Interior Department and the Indians, filed Claim No. 10744
against ASARCO LLC, asserting a $5,334,000 reclamation obligation
for Tract I.  The Claim Amount includes:

   -- $3,245,000 for "earthwork," which presumably includes
      backfilling, and

   -- $836,000 for "revegetation."

In addition, the U.S. Government reserves its right to make
future reclamation claims on Tracts II and III for different
amounts because the Mining and Business Leases for those tracts
remain in effect.

Judith W. Ross, Esq., at Baker Botts L.L.P., in Dallas, Texas,
notes that the U.S. Government alleged that:

   (a) ASARCO's obligation to conduct backfilling and
       revegetation on Tract I derives from the lease termination
       provision of the Mining Leases;

   (b) ASARCO is liable for the payment of damages for depositing
       waste rock and tailings on Tract III in violation of the
       Business Lease provision that limits deposition to waste
       rock and tailings from portions of the Mission Mine "on or
       adjacent to" the Reservation; and

   (c) ASARCO owes the Indians unpaid production royalties, land
       rent, associated interest, and late payment penalties that
       became due prepetition under the Mining Leases that govern
       Tracts I and II.

The Debtors complain that the U.S. Government's Claim overstates
the cost of ASARCO's reclamation obligation for Tract I because
the Mining Leases do not require backfilling or revegetation.

Ms. Ross points out that the Mining Leases requires ASARCO to
surrender the premises to the Indians in a condition that
accounts for "the ordinary wear and tear . . . in their proper
use."  The Mining Leases also provides that the Indians will
assume full ownership of the waste rock and tailings in the
premises after ASARCO has surrendered the Leases for the Indians
to realize the remaining ore value.

A ruling that ASARCO has no obligation to backfill or revegetate
does not mean portions of Tract I disturbed by mining, milling,
waste rock and tailings would be left as is, Ms. Ross contends.
Other federal regulations require ASARCO to leave Tract I in a
"safe" and stable condition, as provided for in the Mining
Leases.

Ms. Ross relates that five years ago, the Interior Department
estimated that reclamation obligation for Tract I is $760,000.
In response, ASARCO posted a $760,000 bond and the Interior
lifted a mining cessation order and permitted ASARCO to continue
operating on Tract I.

Ms. Ross asserts that the Interior's $760,000 estimate in 2001
must be given legal weight, force and effect in any assessment of
ASARCO's reclamation obligation for Tract I.  Any claim that
substantially deviates from the $760,000 estimate without
adequate justification should be disallowed, Ms. Ross adds.

ASARCO complains that the U.S. Government improperly asserted
contract damages for Tract III because damages are not legally
available for business lease violations.

Ms. Ross tells the Court that in 1985, the Interior and the
Indians first alleged that ASARCO was wrongfully depositing
tailings from the "Pima" ore body onto Tract III, in violation of
the "adjacent" provision of the Business Leases.  ASARCO argued
that the "Pima" ore body was "adjacent to" the Reservation within
the meaning of the Business Leases.  After the parties failed to
negotiate a resolution of the matter, Interior notified ASARCO in
August 1991 that it was in violation of the Business Leases and
ordered it to cease depositing the "Pima" tailings onto Tract III
and to pay a $500 per day penalty.

ASARCO also complains that the U.S. Government miscalculated
royalties and rents due under the Mining Leases.  ASARCO's
records indicate it made minimum royalty payments on Tract I
totaling $808,972 for the period from December 2001 through July
2004, at a time when there was zero production on Tract I, Ms.
Ross tells the Court.  In addition, the Interior decided to
cancel the Mining Leases in December 2004, even though it waited
until January 2005 to issue the lease cancellation notice.

Thus, Ms. Ross asserts, the Royalty and Rent Claim should be
reduced by $808,972, and the balance refunded to ASARCO.

                         About ASARCO LLC

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

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

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


ASSET BACKED: Moody's Junks Rating on two Tranches
--------------------------------------------------
Moody's Investors Service downgraded three tranches issued by
Asset Backed Securities Corporation.  The underlying collateral
for these subprime deals consists of adjustable and fixed rate
residential mortgage loans.

The downgrades are based on the low credit enhancement levels
compared to the current loss projections.  The tranches are not
performing as expected due to high delinquency percentages, loss
severities, and realized losses, as well as low
overcollateralization amounts.

These are Moody's rating actions:

   * Issuer: Asset Backed Securities Corporation Home Equity Loan
     Trust, Series 2001-HE1

     -- Class B, Downgraded from Baa3 to Ba1.

   * Issuer: Asset Backed Securities Corporation Home Equity Loan
     Trust, Series 2002-HE2

     -- Class B, Downgraded from B2 to Caa1.

   * Issuer: Asset Backed Securities Corporation Home Equity Loan
     Trust, Series 2003-HE1

     -- Class M4, Downgraded from B2 to Caa2.


BABSON CLO: Moody's Rates $10MM Class E Mezzanine Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service reported it assigned ratings to notes
issued by Babson CLO Ltd. 2006-II.

These are the rating actions:

   -- Aaa to $200,000,000 Million Class A-1A Senior Notes Due
      2020;

   -- Aa1 to $22,000,000 Million Class A-1B Senior Notes Due
      2020;

   -- Aaa to $218,000,000 Million Class A-2 Senior Notes Due
      2020;

   -- Aa2 to $18,500,000 Million Class B Senior Notes Due 2020;

   -- A2 to $32,000,000 Million Class C Deferrable Mezzanine
      Notes Due 2020;

   -- Baa2 to $20,000,000 Million Class D Deferrable
      Mezzanine Notes Due 2020: and,

   -- Ba2 to $10,000,000 Million Class E Deferrable Mezzanine
      Notes Due 2020.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.  The ratings reflect the risks due
to the diminishment of cash flow from the underlying portfolio due
to defaults, the transaction's legal structure and the
characteristics of the underlying assets, consisting primarily of
senior secured loans.

Babson Capital Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


BAILEY EXCAVATING: Case Summary & Nine Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Bailey Excavating Co., Inc.
        6250-B County Road 747
        Cullman, AL 35055
        Tel: (256) 739-0829

Bankruptcy Case No.: 06-82272

Type of Business: The Debtor is a gas and backfill contractor.

Chapter 11 Petition Date: October 27, 2006

Court: Northern District of Alabama (Decatur)

Judge: Jack Caddell

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

Total Assets: $1,421,866

Total Debts:  $1,956,605

Debtor's Nine Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Thompson Tractor Company, Inc.                           $401,331
P.O. Box 10367
Birmingham, AL 35202

Key Equipment Finance              2004 John Deere       $332,509
600 Travis, Suite 1300             400D Articulating     Secured:
Houston, TX 77002                  Truck                 $332,000

CAT Financial Services             2004 Caterpillar      $263,705
Corporation                        740 Articulated       Secured:
P.O. Box 730681                    Truck                 $260,000
Dallas, TX 75373-0681

John Deere Credit                  2004 350D             $235,552
P.O. Box 650215                    Articulating Truck    Secured:
Dallas, TX 75265-0215                                    $235,000

Boren Explosives Company, Inc.                           $139,894
8425 Highway 269
Parrish, AL 35580

Regions Bank                       D50 K Crawler         $115,453
                                   Mounted Blast         Secured:
                                   Hole Drill             $80,000

Hager Oil Company, Inc.                                   $40,939

Warrior Tractor and Equipment                             $14,390

Perc Engineering Company, Inc.                             $6,487


BALBOA CDO: Moody's Pares Rating on $31MM Notes to Ba2 from Baa2
----------------------------------------------------------------
Moody's Investors Service reported it has lowered the rating of
one class of notes issued by Balboa CDO I, Limited.
Downgrade Action:

Rating action:

   * Tranche Description: The $31,000,000 Class B Notes due July
     2014

     -- Previous Rating: Baa2 on review for possible downgrade
     -- Current Rating: Ba2

Moody's noted that the deal, which closed in June of 2001, is
currently failing:

   -- the Weighted Average Rating Factor Test 673,
   -- the Class B Overcollateralization Test 100.15%,
   -- the Weighted Average Coupon Test 7.52%,
   -- and the Weighted Average Life Test 4.482,

each as reported in the Trustee Monthly Report dated September 8,
2006.

Moody's stated that downgrade actions are a result of the
deterioration in the collateral quality test.

The Asset Manager is Pacific Investment Management Company LLC
located in Newport Beach, California.  Balboa CDO I represent the
12th CDO managed by PIMCO and rated by Moody's.


BANC OF AMERICA: Fitch Assigns BB Rating to $669,000 of Certs.
--------------------------------------------------------------
Fitch rates Banc of America Funding Corporation mortgage pass-
through certificates, series 2006-7:

     -- $321,859,299 classes 1-A-1 through 1-A-12, 1-A-R, 30-IO,
        and 30-PO (senior certificates) 'AAA';

     -- $8,026,000 class 1-B-1 'AA';

     -- $1,839,000 class 1-B-2 'A';

     -- $1,003,000 class 1-B-3 'BBB';

     -- $669,000 class 1-B-4 'BB';

     -- $502,000 class 1-B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 3.75%
subordination provided by the 2.40% class 1-B-1, the 0.55% class
1-B-2, the 0.30% class 1-B-3, the 0.20% privately offered class 1-
B-4, the 0.15% privately offered class 1-B-5, and the 0.15%
privately offered class 1-B-6.  The ratings on class 1-B-1, 1-B-2,
1-B-3, 1-B-4, and 1-B-5 certificates reflect each certificate's
respective level of subordination.  Class 1-B-6 is not rated by
Fitch.

Fitch believes the amount of credit enhancement will be sufficient
to cover credit losses.  The ratings also reflect the high quality
of the underlying collateral purchased by Banc of America Funding
Corporation, the integrity of the legal and financial structures,
and the master servicing capabilities of Wells Fargo Bank, N.A.
(rated 'RMS1' by Fitch).

The collateral consists of 567 fully amortizing, fixed interest
rate, first lien mortgage loans, with original terms to maturity
of 240 to 360 months.  The aggregate unpaid principal balance of
the pool is $334,399,962 as of Oct. 1, 2006 (the cut-off date) and
the average principal balance is $589,771.  The weighted average
original loan-to-value ratio of the loan pool is approximately
71.82; approximately 2.2% of the loans have an OLTV greater than
80%.  The weighted average coupon (WAC) of the mortgage loans is
6.716% and the weighted average FICO score is 750.  Cash-out and
rate/term refinance loans represent 23.41% and 10.75% of the loan
pool, respectively.  The states that represent the largest
geographic concentration are California (39.7%) and Florida
(13.8%).  All other states have a concentration of less than 5.0%.

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

BAFC, a special purpose corporation, purchased the mortgage loans
from Bank of America, National Association, MortgageIT, Inc. and
SunTrust Mortgage, Inc., and deposited the loans in the trust,
which issued the certificates, representing undivided beneficial
ownership in the trust.  Wells Fargo Bank N.A. will serve as
master servicer and as securities administrator.  U.S. Bank, N.A.
will serve as trustee.  For federal income tax purposes, elections
will be made to treat the trust as one or more separate real
estate mortgage investment conduits.


BEAR STEARNS: Adequate Credit Support Cues S&P to Raise Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from Bear
Stearns Commercial Mortgage Securities Trust 2003-TOP10.

Concurrently, ratings are affirmed on the remaining 13 classes
from this transaction.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.

As of the Oct. 13, 2006, remittance report, the trust collateral
consisted of 166 mortgage loans with an outstanding principal
balance of $1.1 billion, compared with 168 loans with a balance of
$1.2 billion at issuance.

The master servicer, Wells Fargo Bank N.A., reported primarily
year-end 2005 financial information for 100% of the pool.  Based
on this information and excluding $34.1 million (3%) in defeased
collateral, Standard & Poor's calculated an adjusted weighted
average debt service coverage of 1.96x for the pool, up from 1.84x
at issuance.

The largest loan, North Shore Towers, is secured by a cooperative
residential property and was excluded from the weighted average
DSC calculation.  All of the loans in the pool are current,
and no loans are with the special servicer, ARCap Servicing Inc.
To date, the trust has not experienced any losses.

The top 10 loans have an aggregate outstanding balance of
$400.9 million (35%) and a weighted average DSC of 1.93x,
excluding the North Shore Towers loan, up from 1.82x at issuance.

At issuance, five of the top 10 loans exhibited credit
characteristics consistent with investment-grade obligations, and
they continue to do so.

Standard & Poor's reviewed the property inspection reports
provided by Wells Fargo, and all but one of the properties were
reported to be in "good" condition.

One property was reported to be in "fair" condition.

The master servicer reported 15 loans totaling $106.2 million (9%)
on its watchlist.

The seventh-largest exposure ($26.3 million, 2%), 575 Broadway, is
on the watchlist because of damages incurred at the collateral
property from a fire in January 2006.

The borrower for the 152,300-sq.-ft. retail/office property in New
York, N.Y., reported a DSC of 0.80x as of March 31, 2006, compared
with 1.91x at issuance.

Per the master servicer, even though repairs are still ongoing,
most of the tenants are in place and have commenced rental
payments.

The remaining loans on the watchlist have low occupancy, low DSC,
and upcoming lease expirations.

Standard & Poor's stressed various assets in the mortgage pool as
a part of its analysis, including those on the watchlist or
otherwise considered credit impaired.  The resultant credit
enhancement levels adequately support the raised and affirmed
ratings.

                          Ratings Raised

   Bear Stearns Commercial Mortgage Securities Trust 2003-TOP10
  Commercial mortgage pass-through certificates series 2003-TOP10

                      Rating
                      ------
          Class   To        From      Credit enhancement
          -----   --        ----      ------------------
          B       AA+       AA               10.95%
          C       A+        A                 7.65%
          D       A         A-                6.60

                         Ratings Affirmed

   Bear Stearns Commercial Mortgage Securities Trust 2003-TOP10
  Commercial mortgage pass-through certificates series 2003-TOP10

           Class     Rating          Credit enhancement
           -----     ------          ------------------
           A-1       AAA                   13.99%
           A-2       AAA                   13.99
           E         BBB+                   5.28
           F         BBB                    4.49
           G         BBB-                   3.83
           H         BB+                    2.90
           J         BB                     2.51
           K         BB-                    1.98
           L         B+                     1.58
           M         B                      1.32
           N         B-                     1.06
           X-1       AAA                     N/A
           X-2       AAA                     N/A

                       N/A -- Not applicable


BLACKROCK CAPITAL: Moody's Confirms Ba2 Rating on Class B-4 Loans
-----------------------------------------------------------------
Moody's Investors Service confirmed the rating of BlackRock
Capital Finance L.L.C. 1997-R2, Class B-4 in light of the fact
that a significant proportion of the loans reported as severely
delinquent are in fact cash-flowing on adjusted payment plans.
This information, accompanied by historically low losses on the
collateral pools, led Moody's to confirm its Ba2 rating on the
tranche.

This is the rating action:

   * Issuer: BlackRock Capital Finance L.L.C. 1997-R2

     -- Cl. B-4; Confirmed Ba2.


BNC MORTGAGE: $16.4 Million of Certs. Get Fitch's Low-B Ratings
---------------------------------------------------------------
BNC Mortgage Loan Trust 2006-2 $790.4 million mortgage pass-
through certificates, series 2006-2, are rated by Fitch:

     -- $637.4 million classes A1-A5 'AAA';
     -- $36.1 million class M1 'AA+';
     -- $31.2 million class M2 'AA';
     -- $13.6 million class M3 'AA-';
     -- $12.4 million class M4 'A+';
     -- $12.4 million class M5 'A';
     -- $8 million class M6 'A-';
     -- $8.4 million class M7 'BBB+';
     -- $6.4 million class M8 'BBB+';
     -- $8.0 million class M9 'BBB';
     -- $9.6 million class B1 'BB+' (144A);
     -- $6.8 million class B2 'BB' (144A).

The 'AAA' rating on the class A1 through A5 certificates reflects
the 20.45% total credit enhancement provided by the 4.50% class
M1, 3.90% class M2, 1.70% class M3, 1.55% class M4, 1.55% class
M5, 1.00% class M6, 1.05% class M7, 0.80% class M8, 1.00% class
M9, the privately offered 1.20% class B1, the privately offered
0.85% B2, as well as the 1.35% initial and target
overcollateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  The ratings also reflect the quality of the loans,
the soundness of the legal and financial structures, and the
capabilities of Aurora Loan Services LLC as master servicer (rated
'RMS1-' by Fitch).  U.S. Bank National Association (rated 'AA-' by
Fitch) will act as trustee.

On the closing date, the trust fund will consist of a pool of
conventional, first and second lien, adjustable- and fixed-rate,
fully amortizing and balloon, residential mortgage loans with a
total principal balance as of the cut-off date of approximately
$801,222,604.  Approximately 23.37% of the mortgage loans are
fixed-rate mortgage loans, and 76.63% are adjustable-rate mortgage
loans.  The weighted average loan rate is approximately 8.392%.
The weighted average credit score is 620, and the weighted average
remaining term to maturity is 350 months.  The average principal
balance of the loans is approximately $214,574.  The weighted
average combined loan-to-value ratio is 82.01%.  The properties
are primarily located in California (40.09%), Florida (7.30%) and
Illinois (6.41%).

All of the mortgage loans were acquired by Lehman Brothers
Holdings Inc. from BNC Mortgage, Inc.

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.


BOFA ALT: Fitch Rates $1.5 Million Class B-5 Certificates at B
--------------------------------------------------------------
Banc of America Alternative Loan Trust 2006-8 mortgage pass-
through certificates are rated by Fitch:

     -- $486,692,622 classes 1-A-1 to 1-A-5, 1-A-R, 2-A-1 to 2-A-
        3, X-IO, X-PO, 3-A-1, and XB-IO, 'AAA' ('senior
        certificates');

     -- $5,000,000 class M, 'AA+';

     -- $5,969,000 class B-1, 'AA';

     -- $4,081,000 class B-2, 'A';

     -- $3,061,000 class B-3, 'BBB';

     -- $2,296,000 class B-4, 'BB';

     -- $1,531,000 class B-5, 'B'.

The 'AAA' ratings on the senior certificates reflect the 4.60%
subordination provided by the 0.98% class M, 1.17% class B-1,
0.80% class B-2, 0.60% class B-3, 0.45% privately offered class B-
4, 0.30% privately offered class B-5, and 0.30% privately offered
class B-6.  Classes M, B-1, B-2, B-3, and the privately offered
classes B-4 and B-5 are rated 'AA+', 'AA', 'A', 'BBB', '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,
the primary servicing capabilities of Bank of America Mortgage,
National Association (rated 'RPS1' by Fitch), and Fitch's
confidence in the integrity of the legal and financial structure
of the transaction.

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.

There are 718 mortgage loans in all three groups that were
underwritten using Bank of America's 'Alternative A' guidelines.
These guidelines are less stringent than Bank of America's general
underwriting guidelines and could include limited documentation or
higher maximum loan-to-value ratios.  Mortgage loans underwritten
to 'Alternative A' guidelines could experience higher rates of
default and losses than loans underwritten using Bank of America's
general underwriting guidelines.

Loan groups 1, 2 and 3, in the aggregate consist of 3,342 recently
originated conventional, fixed-rate, fully amortizing, first lien,
one- to four-family residential mortgage loans with remaining
terms to stated maturity ranging from 115 to 480 months.  The
aggregate outstanding balance of the pool as of Oct. 1, 2006 (the
cut-off date) is $510,161,202 with an average balance of $152,651
and a weighted average coupon of 6.956%.  The weighted average
original loan-to-value ratio for the mortgage loans in the pool is
approximately 74.72%.  The weighted average FICO credit score is
722.  Second homes and investor-occupied properties comprise 6.32%
and 31.11% of the loans in the group, respectively.  Rate/Term and
cash-out refinances account for 14.25% and 28.37% of the loans in
the group, respectively.  The states that represent the largest
geographic concentration of mortgaged properties are California
(16.41%), Florida (14.92%), Texas (9.35%), and North Carolina
(5.93%).  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.

Banc of America Mortgage Securities, 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.


BOFA MORTGAGE: Fitch Places Low-B Ratings on Two Cert. Classes
--------------------------------------------------------------
Banc of America Mortgage Securities, Inc., series 2006-B, mortgage
pass-through certificates, are rated by Fitch Ratings:

     -- $730,865,100 classes 1-A-1, 1-A-R, 2-A-1, 2-A-2, 3-A-1 and
        4-A-1 through 4-A-4 (senior certificates) 'AAA';

     -- $18,703,000 class B-1 'AA';

     -- $5,343,000 class B-2 'A';

     -- $3,053,000 class B-3 'BBB';

     -- $1,909,000 class B-4 'BB';

     -- $1,526,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 4.25%
subordination provided by the 2.45% class B-1, the 0.70% class B-
2, the 0.40% class B-3, the 0.25% privately offered class B-4, the
0.20% privately offered class B-5, and the 0.25% privately offered
class B-6.  The ratings on class B-1, B-2, B-3, B-4, and B-5
certificates reflect each certificate's respective level of
subordination. Class B-6 is not rated by Fitch.

The ratings also reflect the quality of the underlying mortgage
collateral, the primary servicing capabilities of Bank of America
Mortgage, Inc. (rated 'RPS1' by Fitch) and Fitch's confidence in
the integrity of the legal and financial structure of the
transaction.

The transaction consists of four groups of adjustable interest
rate, fully amortizing mortgage loans, secured by first liens on
one- to four-family properties, with a total of 1,223 loans and an
aggregate principal balance of $763,308,015 as of Oct. 1, 2006.
The four loan groups are cross-collateralized.

The collateral consists of 3/1 (Group 1), 5/1 (Group 2), 7/1
(Group 3), and 10/1 (Group 4) hybrid adjustable-rate mortgage
loans.  After the initial fixed interest rate period of three,
five, seven, and ten years respectively, the interest rate will
adjust annually based on the sum of one-year LIBOR index and a
gross margin specified in the applicable mortgage note.
Approximately 75.6% of all the loans require interest-only
payments until the month following the first adjustment date.

As of the cut-off date, the deal has an aggregate principal
balance of approximately $763,308,015 and an average balance of
$624,128.  The weighted average original loan-to-value ratio for
the mortgage loans is approximately 72.70% and approximately 1.42%
of the loans have an OLTV greater than 80%.  The weighted average
remaining term to maturity is 362 months, and the weighted average
FICO credit score for the group is 742.  Rate/term and cash-out
refinances account for 21.88% and 20.65% of the loans,
respectively.  The states that represent the largest geographic
concentration of mortgaged properties are California (59.77%) and
Florida (5.87%).  All other states represent less than 5% of the
outstanding balance of the group.

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

Banc of America Mortgage Securities, 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 one or more
real estate mortgage investment conduits.  Wells Fargo Bank,
National Association will act as trustee.


BOMBARDIER INC: DBRS Confirms Senior Debentures' Rating at BB
-------------------------------------------------------------
Dominion Bond Rating Service confirmed the ratings of Bombardier
Inc. and Bombardier Capital Ltd.  The Senior Unsecured Debentures
of both Bombardier Inc. and Bombardier Capital Ltd. are confirmed
at BB, and Preferred Shares of Bombardier Inc. at Pfd-4.  All
trends are Negative.

The credit outlook remains negative, as several elements of
uncertainty -- both operational and financial -- surround
Bombardier.  Foremost, in DBRS's view, the Company has not
articulated a turnaround strategy for its struggling regional
jet business, where shifting market dynamics continue to depress
this sector.

The viability of several U.S. regional airlines is in question as
some have not emerged from bankruptcy protection and some contend
with untenable cost structures.  This has resulted in diminished
aircraft orders in recent years.  Although some aircraft with
favorable economics, such as 100 plus seat regional jets, are
experiencing robust demand, Bombardier is at a competitive
disadvantage because it does not manufacture this size aircraft.
Chief rival, Embraer, has become a more formidable competitor and
has had success with its 100 plus seat jets.

For example, as of the recent quarter-end, regional jet backlog
for Bombardier was 73 and for Embraer was 359.  While Bombardier
is currently reviewing plans to introduce a comparable jet, DBRS
believes that stretching the CRJ900 would be a temporary solution
and will still leave the Company vulnerable in this segment.
Furthermore, Embraer has first-mover advantage, which enables
it to bolster its market presence in the meantime.

The credit profile is also pressured by high financial risk,
despite recent improvement in ratios due to debt reduction and
margin expansion.  Total debt levels remain excessive, and EBITDA
interest coverage is weak at 2.78x.  However, it appears that
the Company is committed to reducing debt, which should be
facilitated by expected free cash flow over the near term.  In
addition, its debt maturity schedule is manageable, and liquidity
is reasonable with $3.2 billion available, which broadens
financial flexibility.

Overall, the ratings remain sensitive and could be downgraded
if Bombardier doesn't gain traction in the regional jet segment
over the near term or if cash flow diminishes.  This underscores
the importance of solid performance in Bombardier's other major
businesses: the business jet business has had very strong
growth, which is expected to continue over the near term;  the
transportation business appears to have stabilized with cost
control.  Both are key to underpinning Bombardier's credit
profile.


BORGER ENERGY: Quixx Reports Pending Borger Sales Pact
------------------------------------------------------
Quixx Corporation, a subsidiary of Xcel Energy, Inc., disclosed
that it has a definitive agreement for the sale of its interest in
Borger Energy Associates and Quixx Power Services, Inc. to
affiliates of Energy Investors Funds.

Borger Energy Associates owns Blackhawk Generating Station, a 225
megawatt cogeneration facility located in Borger, Texas.  Quixx
Power Services, Inc. provides operational services to the
Blackhawk station as well as the Crockett Cogeneration facility
located in Crockett, Calif.  The transaction is expected to be
completed by year-end, subject to certain consents and
notifications.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service affirmed Borger Energy Associates,
L.P.'s 7.26% first mortgage bonds due 2022 at Ba3 following the
announcement by Quixx Corporation that it has reached a definitive
agreement for the sale of its interests in Borger to affiliates of
Energy Investors Funds.  The rating outlook is stable.


BORALEX INC: US Subsidiary to Secure $80 Mil. Debt Financing
------------------------------------------------------------
Boralex Inc.'s U.S. subsidiary, Boralex Industries Inc.,
anticipates securing an $80 million debt financing.  The financing
would have a term of seven years, and would be secured by the US
hydro assets and US biomass assets of Boralex Industries, as well
as certain payments made under the monetization of its US
production tax credits described below.  Proceeds from the
financing would be used to retire $5 million of existing debt and
for general corporate purposes.

Boralex also disclosed that it is continuing to pursue transaction
described which would result in the monetization of the renewable
energy US production tax credits to which Boralex Industries is
entitled over the period beginning at closing of the transaction
and concluding on Dec. 31, 2009 (the date of the conclusion of the
program).  The Transaction would result in the transfer to
investors of indirect equity interests in the US biomass
facilities, and the receipt by Boralex Industries of $15 million
cash at closing and a $13.3 million contingent payment note.

Boralex Industries has call rights to buy back the biomass assets
at certain times and for certain amounts exercisable following the
repayment of the contingent note.  Boralex would operate the
biomass facilities pursuant to an operation and maintenance
agreement.

Boralex anticipates closing the transactions by the end of
November 2006, subject to the completion of definitive
documentation and the satisfaction of customary closing
conditions.

Boralex Inc. -- http://www.boralex.com/-- focuses on four types
of power generation: hydroelectric power, thermal or cogeneration
power from natural gas or wood residue, and wind power.  Boralex
employs about 277 workers and owns 20 power stations in Quebec,
the United States and France, with an installed capacity of 315
MW.  Boralex also owns an urban wood processing and recycling
center located in Montreal.  In addition, Boralex holds a 23%
interest in Boralex Power Income Fund which owns 10 power stations
in Quebec and the United States with an installed capacity of
close to 190 MW.  Management of the Fund's assets is provided by
Boralex.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Standard & Poor's Ratings Services assigned its preliminary 'B+'
rating and a '4' recovery rating to Boralex Investment L.P.'s
proposed $80 million secured term loan B due on the seventh
anniversary of closing in 2013.

As reported in the Troubled Company Reporter on Oct. 26, 2006,
Moody's Investors Service assigned a Ba3 rating to Boralex
Investment LP's proposed $80 million senior secured term loan due
October 2013.  The rating outlook is stable.


C-BASS MORTGAGE: Fitch Places BB Rating on $9.7MM Class B Certs
---------------------------------------------------------------
C-BASS mortgage loan asset-backed certificates, series 2006-CB8,
are rated by Fitch:

     -- $407,334,000 class A senior certificates 'AAA';
     -- $22,296,000 class M-1 'AA+';
     -- $30,012,000 class M-2 'AA+';
     -- $11,436,000 class M-3 'AA';
     -- $11,719,000 class M-4 'AA-';
     -- $13,720,000 class M-5 'A+';
     -- $8,003,000 class M-6 'A';
     -- $10,576,000 class M-7 'A-';
     -- $2,858,000 class M-8 'BBB+';
     -- $15,435,000 class B-1 'BBB';
     -- $10,576,000 class B-2 'BBB-';
     -- $9,718,000 class B-3 'BB'.

The 'AAA' rating on the senior certificates reflects the 28.75%
initial credit enhancement provided by the 3.90% class M-1, 5.25%
class M-2, 2.00% class M-3, 2.05% class M-4, 2.40% class M-5,
1.40% class M-6, 1.85% class M-7, 0.50% class M-8, 2.70% privately
offered class B-1, 1.85% privately offered class B-2, 1.70%
privately offered class B-3, and over-collateralization.  The
initial and target OC is 3.15%.  All certificates have the benefit
of excess interest.  In addition, the ratings also reflect the
quality of the loans, the soundness of the legal and financial
structures, and the capability of Litton Loan Servicing LLP (rated
'RPS1' by Fitch) as servicer.

The collateral pool consists of 2,628 fixed- and adjustable-rate
mortgage loans and totals $571.7 million as of the cut-off date.
The weighted average loan-to-value ratio is 83.27%.  The average
outstanding principal balance is $217,541, the weighted average
coupon is 8.175% and the weighted average remaining term to
maturity is 352 months.  The weighted average credit score is 629.
The loans are geographically concentrated in California (38.13%),
Florida (17.02%) and Arizona (4.86%).

The mortgage loans in the mortgage pool were originated or
acquired by various mortgage loan originators.  Approximately
29.26%, 29.11%, and 13.28% of the mortgage loans were originated
by Ameriquest Mortgage Company, OwnIT Mortgage Solutions Inc, and
NC Capital Corporation, respectively.  The remaining mortgage
loans were originated by mortgage loan originators that each
originated less than 10% of the entire pool of mortgage loans.


CASE FINANCIAL: Posts $129,465 Net Loss in Third Fiscal Quarter
---------------------------------------------------------------
Case Financial Inc. has filed its third fiscal quarter financial
statements for the period ended June 30, 2006 with the Securities
and Exchange Commission.

The company reported a $129,465 net loss on zero revenues for the
third quarter ended June 30, 2006, compared to a $291,762 net loss
on $7,125 of revenues for the same period in 2005.

At June 30, 2006, the company's balance sheet reflected $1,916,957
in total assets and $4,249,770 in total liabilities, resulting in
a $2,332,813 stockholders' deficit.  Accumulated deficit stood at
$11,687,456 as of June 30, 2006.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 14, 2006,
Kabani & Company, Inc., expressed substantial doubt about Case
Financial's ability to continue as a going concern after auditing
the company's financial statements for the years ended Sept. 30,
2005, and 2004.  The auditing firm pointed to the company's net
losses and accumulated deficits for the years ended Sept. 30,
2005, and 2004.

A full-text copy of the company's third quarter financial
statements is available for free at:

               http://researcharchives.com/t/s?1434

                    About Case Financial

Case Financial Inc. -- http://www.casefinancial.com/-- provided
pre-settlement and post-settlement litigation funding services to
attorneys involved in personal injury and other contingency
litigation, conducted primarily within the California courts.  On
Sept. 30, 2005, the company's Board of Directors approved a
resolution to discontinue the company's further investment in its
Litigation Finance Business other than the collection or other
disposition of the company's existing loan and investment
portfolio.


CDC MORTGAGE: Inadequate Credit Support Cues S&P to Junk Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B-2
from CDC Mortgage Capital Trust 2003-HE1 to 'CCC' from 'B'.

The rating remains on CreditWatch, where it was placed with
negative implications Sept. 29, 2006.  In addition, the ratings on
class B from series 2001-HE1, class M-2 from series 2002-HE2,
class B-1 from series 2002-HE3, and class B-1 from series 2003-HE1
remain on CreditWatch with negative implications.  At the same
time, ratings are affirmed on the remaining classes from these
four series.

The lowered rating reflects actual and projected credit support
percentages that are insufficient to maintain the previous rating.
Excess interest has been insufficient to cover realized losses.
The overcollateralization level for this class is below its target
because overcollateralization is being used to cover losses.

The affirmed ratings reflect loss coverage percentages that meet
or exceed the levels necessary to maintain the current ratings.

The continued CreditWatch negative placements reflect our
expectation that additional losses may result from high
delinquencies for these classes.

As of the September 2006 distribution date, total delinquencies,
as a percentage of the current pool principal balances, were
46.91% for series 2001-HE1, 38.00% for series 2002-HE2, 36.29% for
series 2002-HE3, and 28.61% for series 2003-HE1, with 31.40%,
27.16%, 20.24%, and 15.14%, respectively, categorized as seriously
delinquent (90-plus-days, foreclosure, and REO).

Standard & Poor's will continue to closely monitor the performance
of these transactions.  If the delinquent loans translate into
realized losses, additional downgrades may be taken, depending on
the size of the losses and the remaining credit support.

In contrast, if the delinquent loans decrease and do not cause
significant additional losses, we will affirm the current ratings
and remove them from CreditWatch.

These transactions benefit from credit enhancement provided by
subordination, excess spread, and overcollateralization.

The collateral for all of the transactions consists of pools of
fixed- and adjustable-rate mortgage loans secured by first liens
on one- to four-family residential properties.

       Rating Lowered and Remaining on Creditwatch Negative

                CDC Mortgage Capital Trust 2003-HE1

                             Rating

        Series       Class    To                From
        ------       -----    --                ----
        2003-HE1     B-2      CCC/Watch Neg     B/Watch Neg

             Ratings Remaining on Creditwatch Negative

                    CDC Mortgage Capital Trust

            Series          Class               Rating
            ------          -----               ------
           2001-HE1         B                B/Watch Neg
           2002-HE2         M-2              A/Watch Neg
           2002-HE2         B-1              B/Watch Neg
           2002-HE2         B-2              CCC/Watch Neg
           2002-HE3         M-2              A/Watch Neg
           2002-HE3         B-1              B/Watch Neg
           2002-HE3         B-2              CCC/Watch Neg
           2003-HE1         B-1              BB/Watch Neg

                         Ratings Affirmed

                    CDC Mortgage Capital Trust

             Series           Class            Rating
             ------           -----            ------
             2001-HE1         M-1              AAA
             2001-HE1         M-2              A
             2002-HE2         M-1              AA
             2002-HE3         M-1              AA+
             2003-HE1         M-1              AA+
             2003-HE1         M-2              A
             2003-HE1         M-3              A-


CERADYNE INC: Regains Nasdaq Listing Compliance
-----------------------------------------------
Ceradyne, Inc., reported that as a result of filing its Form 10-Q
report for the quarter ended June 30, 2006 with the Securities and
Exchange Commission on October 24, 2006, it is now in compliance
with the requirements for continued listing on The Nasdaq Global
Select Market.

As reported in the Troubled Company Reporter on Aug. 25, 2006,
Ceradyne, Inc., requested a hearing before the Nasdaq Listing
Qualifications Panel in response to its receipt of a Nadaq Staff
Determination.  The Company disclosed that a special committee of
independent directors was formed to conduct an internal
investigation of the Company's historical stock option grants and
related accounting treatment.

The Special Committee has completed its review of historical stock
option grants and has concluded that the use of the date specified
in each unanimous written consent as the accounting measurement
date was incorrect in all but one case and that the proper
accounting measurement date is the date the unanimous written
consent was finalized and signed by the members of the Stock
Option Committee.

As a result of using the revised measurement dates for options
granted from January 1997 through September 2003, the Company
recorded a pre-tax charge in the second quarter of 2006 of
$3.4 million, including a non-cash compensation expense of
$2.2 million and $1.2 million of estimated additional employment
and other taxes that are expected to become payable.

The Company disclosed that the Special Committee and the Board of
Directors concluded that the accounting errors resulting from the
use of incorrect measurement dates for options granted between
January 1997 and September 2003 were not the product of any
deliberate or intentional misconduct by the Company or its
executives, staff or Board of Directors.  It also has concluded
that no prior period financial statements require restatement
relative to using the revised measurement dates for stock option
grants.

The Company also disclosed that all its current executive officers
and its Board of Directors voluntarily have amended all of their
unexercised stock options and also that four shareholder
derivative lawsuits have been filed against several of its current
and former directors and executive officers.  The complaints
assert claims for breaches of fiduciary duty by directors and
executive officers related to backdating of stock options.  The
Company intends to take all appropriate action in response to the
lawsuits.

The SEC, the Company further disclosed, has informally requested
information about its internal review of historical stock option
grants and it intends to fully cooperate with the SEC.

Based in Costa Mesa, California, Ceradyne, Inc., (Nasdaq: CRDN)
-- http://www.ceradyne.com/-- develops, manufactures and markets
advanced technical ceramic products and components for defense,
industrial, automotive/dieseland consumer applications.

                           *     *     *

As reported in the Troubled Company Reporter on July 24, 2006,
Ceradyne's $50 million revolving credit facility due 2009 carries
Standard & Poor's BB- rating.  The Company's credit rating is also
rated BB- by Standard & Poor's.


CHAPARRAL STEEL: Initiates Quarterly Cash Dividend
--------------------------------------------------
Chaparral Steel Company's Board of Directors has authorized the
initiation of a $0.10 per common share quarterly cash dividend and
the repurchase of up to $100 million of the Company's common stock
from time to time.  The initial quarterly dividend will be payable
on Nov. 15, 2006 to shareholders of record on Nov. 1, 2006.

"Based on our strong cash flow, and our optimism for our business
and industry, we believe this is an ideal time to begin returning
capital to our shareholders in the form of a quarterly cash
dividend," stated Tommy A. Valenta, President and Chief Executive
Officer.

The share repurchase program will be undertaken through open
market and privately negotiated transactions in accordance with
applicable federal securities laws.  The timing and amount of any
repurchases will be determined by the Company based on a variety
of factors including share price, market conditions, other capital
allocation alternatives, corporate and regulatory requirements,
capital availability, and other factors.  The new share repurchase
program does not require the Company to acquire any specific
number of shares and may be modified, suspended, extended or
terminated by the Company at any time without prior notice.

Chaparral Steel Company -- http://www.chapusa.com/--  
headquartered in Midlothian, Texas, is the second largest producer
of structural steel beams in North America.  Chaparral is also a
significant supplier of steel bar products.

                       *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Standard & Poor's Ratings Service upgraded its corporate credit
rating on Chaparral Steel to 'B+' from 'B'.   At the same time,
Standard & Poor's raised the ratings on the company's bank loan to
'BB' from 'BB-' and affirmed the recovery rating of '1', which
indicates expectations of full recovery of principal in the event
of a payment default.  The outlook is stable.

As reported in the Troubled Company Reporter on Oct. 18, 2006, in
connection with Moody's Investors Service's implementation of its
new Probability-of-Default and Loss-Given-Default rating
methodology for the North American Metals & Mining sectors, the
rating agency confirmed its B1 Corporate Family Rating for
Chaparral Steel Company.


COLISEUM BOOKS: Keen Selling Leasehold Interest on December 15
--------------------------------------------------------------
Coliseum Books Inc. and Coliseum Books & Cafe LLC have retained
Keen Realty LLC to market its leasehold interest in 10,449 sq. ft.
of retail space, plus 3,500 sq. ft. of basement, located in the
heart of mid-town Manhattan at 11 West 42nd Street.

The site is surrounded by many major retailers and is within
walking distance to the Fifth Avenue retail corridor and is steps
from Times Square.

Keen's marketing efforts will culminate in an auction on Dec. 15,
2006, subject to Bankruptcy Court approval.

Available for assignment is the leasehold interest in 10,449 sq.
ft. of ideally situated retail space on 42nd Street between 5th
and 6th Avenues, directly across from Bryant Park.

"This is a great opportunity for retailers to secure a presence in
the thriving mid-town Manhattan market" said Matthew Bordwin, Keen
Realty's Executive Vice President.  "The rent on this space is
below market at $76.08 sq. ft. and there are seventeen years
remaining on the lease term.  This is one of the best retail
locations in all of Manhattan.  We are encouraging interested
parties to contact us immediately for additional information,"
Bordwin added.

Keen Realty LLC is a consulting firm specializing in the
disposition of excess real estate assets for companies in
bankruptcy or restructuring situations.  Other current and recent
clients of Keen include Perfect Picture, Arthur Andersen,
Parmalat, Fleming Companies, Huffman Koos, Just for Feet,
Pillowtex, Spiegel/Eddie Bauer, and Warnaco.

For more information regarding the lease, contact:

    Keen Realty LLC
    Suite 214,
    60 Cutter Mill Road
    Great Neck, NY 11021
    Tel: 516-482-2700 ext. 226
    Fax: 516-482-5764

Headquartered in New York City, Coliseum Books Inc. filed for
chapter 11 protection on Sept. 28, 2006 (U.S. Bankr. S.D.N.Y.
Case No. 06-12276).  Alan E. Gamza, Esq., at Moses & Singer LLP
represents the Debtor in its restructuring efforts.


COMMUNICATIONS CORP: Taps Greenberg Traurig as Special Counsel
--------------------------------------------------------------
Communications Corporation of America and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Western District of
Louisiana for permission to employ Greenberg, Traurig, LLP, as
their special counsel.

Greenberg Traurig will:

     a) advise and represent the Debtors with respect to all
        aspects of securities, general corporate, finance, and
        other business matters;

     b) advise and represent the Debtors with respect to related
        matters as they arise at the Debtors' request; and

     c) assist the Debtors' reorganization attorneys from time to
        time.

The firm's professionals bill:

     Professionals              Designation      Hourly Rate
     -------------              -----------      -----------
     James S. Altenbach, Esq.   Shareholder          $435
     Stacey O. Gallant, Esq.    Shareholder          $425
     Alexander McCain, Esq.      Associate           $220
     Sandra Blake, Esq.          Paralegal           $160

Greenberg Traurig tells the Court that it received $156,000 from
the Debtors for services rendered a year before their bankruptcy
filing.

James S. Altenbacg, Esq., assures the Court that his firm does not
hold any interest adverse to the Debtors, its estate and
creditors.

Mr. Altenbach can be reached at:

     James S. Altenbach, Esq.
     Greenberg, Traurig, LLP
     3290 Northside Parkway, Suite 400
     Atlanta, Georgia 30327
     Tel: (678) 553-2100
     Fax: (678) 553-2212
     http://www.gtlaw.com/

Headquartered in Lafayette, Louisiana, Communications Corporation
of America, is a media and broadcasting company.  Along with media
company White Knight Holdings, Inc., it owns and operates around
23 TV stations in Indiana, Texas and Louisiana.  Communications
Corporation and 10 of its affiliates filed for bankruptcy
protection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50410
through 06-50421).  Douglas S. Draper, Esq., William H. Patrick
III, Esq., and Tristan Manthey, Esq., at Heller,
Draper, Hayden, Patrick & Horn, LLC, represents Communications
Corporation and its debtor-affiliates.  When Communications
Corporation and its debtor-affiliates filed for protection from
their creditors, they estimated assets and debts of more than $100
million.


COMPLETE RETREATS: Creditors Panel Gets Dec. 31 Claims Probe Date
-----------------------------------------------------------------
The Honorable Alan H.W. Shiff extended the time for the Official
Committee of Unsecured Creditors in Complete Retreats LLC and its
debtor-affiliates' chapter 11 cases to investigate and bring
claims relating to the prepetition liens and with respect to The
Patriot Group LLC through and including Dec. 31, 2006.

The Committee may take discovery of Patriot in furtherance of its
investigation, provided that the Committee may not prosecute any
action against Patriot that would result in a material obligation
of the Debtors to pay current legal fees or expenses or give rise
to an indemnification claim by Patriot against the Debtors, until
the Postpetition Obligations are paid in full.

The Committee waives any right to seek a further extension of the
Objection Period and no further extension of the Objection Period
will be granted without Patriot's prior written consent.

As reported in the Troubled Company Reporter on Oct. 30, 2006, the
Creditors Committee further asked the Court to extend the time for
it to investigate and bring claims relating to the prepetition
liens and conduct of the Debtors' prepetition lenders through and
including Dec. 2, 2006.

The Creditors Committee previously obtained an Oct. 26, 2006
deadline to file its objections to the Debtors' loan agreements
with The Patriot Group LLC and LPP Mortgage Ltd.

The Committee has uncovered allegations of wrongdoing associated
with the Debtors' prepetition financing, according to Jonathan B.
Alter, Esq., at Bingham McCutchen LLP, in Hartford, Connecticut.

Mr. Alter explained that the investigation of the Lenders must run
in tandem with the broader investigation of the extent of any
wrongdoing related to the Debtors' prepetition management and
operations, which have just commenced and will take additional
time to complete.

In furtherance of its investigation, the Committee has made
informal requests for information to, and has received documents
from, the DIP Lenders, Mr. Alter told the Court.  The
Committee has also obtained the Court's permission to conduct
examinations pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure on John Howe, a former officer of The
Patriot Group, LLC, and various former officers and employees of
the Debtors.

                     About Complete Retreats

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


COMPLETE RETREATS: Gets Final OK to Borrow up to $80MM from Ableco
------------------------------------------------------------------
The Honorable Alan H.W. Shiff of the U.S. Bankruptcy Court for the
District of Connecticut authorized Complete Retreats LLC and its
debtor-affiliates to borrow up to $80,000,000 from Ableco Finance,
LLC, as administrative and collateral agent, and certain other
lenders, on a final basis.

All objections to the Ableco DIP Financing have been withdrawn or
overruled.

The Court permits the Debtors to repay prepetition obligations and
existing DIP obligations, which payments will be without prejudice
to the rights of the Debtors, the Official Committee of Unsecured
Creditors or any other party-in-interest.

Each Prepetition Lender and each Existing DIP Lender will provide
the Debtors, no later than 3:00 p.m. on the business day
immediately preceding the Closing of the Ableco DIP Financing
Facility, a written pay-off letter setting forth their
Prepetition Indebtedness or Existing DIP Indebtedness.

The Court notes that LPP Mortgage Ltd. delivered its proposed
pay-off statements to the Debtors, the Creditors Committee, and
Ableco on Oct. 27, 2006.

With the first advance of funds under the Ableco DIP Financing
Facility, Judge Shiff directs the Debtors to pay, in full, to
each Prepetition Lender and each Existing DIP Lender their full
Pay-Off Amount.

Judge Shiff authorizes the Debtors to withhold payment of
$2,000,000 to The Patriot Group LLC.  The Holdback will accrue
interest at the rate specified in the Patriot Prepetition Loan
Documents.

The Court preserves the Creditors Committee's rights to challenge
the Pay-Off Amounts and the reasonableness of any professional
fees, expenses or claim for payment of interest at a default
rate.

As adequate protection for the diminution in the value of
Patriot's interest in the Patriot Prepetition Collateral, and to
secure the prompt payment and performance of the Holdback and all
other Remaining Patriot Prepetition Indebtedness and Remaining
Existing DIP Loan Obligations owed to Patriot, the Court grants
Patriot the Patriot Replacement Lien and the Patriot Super-
Priority Claim that is equal or subordinate only to the Carve-Out
and the Super-Priority Claims of Ableco and the Postpetition
Lenders.

Judge Shiff also authorizes the Debtors to pay homeowner
association fees, condominium fees and similar fees that accrued
prepetition, up to $80,000, in connection with obtaining title
insurance with respect to the closing of Ableco DIP Financing
Facility that is proposed to occur on October 31, 2006.

The Final DIP Order is without prejudice to Christopher Stevens'
rights to pursue claims for the imposition of a constructive
trust with respect to funds he paid to the Debtors amounting to
$750,000.

The term of the Ableco DIP Facility will be through the earliest
of:

     (i) April __, 2008;

    (ii) the date of substantial consummation of a confirmed plan
         of reorganization; or

   (iii) the date on which the loans become due and payable in
         accordance with the terms of the loan documents.

A full-text copy of the Final DIP Order on the Ableco DIP
Financing Facility is available for free at:

                http://researcharchives.com/t/s?143f

A full-text copy of the Approved Ableco DIP Financing Facility is
available for free at:

                http://researcharchives.com/t/s?1440

As reported in the Troubled Company Reporter on Oct. 13, 2006, the
Court approved Ableco's commitment letter providing the Debtors a
replacement credit facility.

Accordingly, the Court authorized the Debtors to pay Ableco:

   (a) an $800,000 commitment fee; and

   (b) an additional $100,000 deposit to cover Ableco's
       reasonable fees and expenses, including reasonable
       attorneys' fees and expenses and due diligence fees and
       expenses incurred in connection with the negotiation,
       preparation, execution and delivery of the Commitment
       Letter, the related term sheet, and any and all definitive
       documentation.

The Court also authorized the Debtors and Ableco to amend or
modify the Commitment Letter without further Court order,
provided that any modification is non-material and are not
adverse to the Debtors and their estates.

As reported in the Troubled Company Reporter on Oct. 10, 2006, the
Court's final order on the Debtors' existing DIP Financing
Agreement with The Patriot Group, LLC, and LPP Mortgage, Ltd.,
requires the Debtors to obtain replacement DIP financing
sufficient to "take out" Patriot and LPP Mortgage by Oct. 31,
2006.  Otherwise, Patriot and LPP Mortgage will be authorized,
under certain conditions, to foreclose on the Debtors' assets.

The Debtors have solicited interest in providing a replacement
credit facility from numerous potential postpetition lenders.
The Debtors received draft commitment letters from two potential
lenders, one from Ableco Finance LLC.

The Debtors believe that the terms of the credit facility proposed
by Ableco are more favorable than the proposed credit facility of
the other potential lender.

Subsequently, the Debtors and Ableco executed a DIP Financing
Commitment Letter on Oct. 4, 2006.  The Commitment Letter
contemplates that the Debtors and Ableco will enter into a credit
facility of up to $80,000,000, comprised of a term loan of up to
$50,000,000 and a revolver of up to $30,000,000.

The Ableco Commitment Letter requires the Debtors to pay an
$800,000 non-refundable commitment fee to Ableco.  It also
requires that the Debtors pay Ableco's reasonable fees and
expenses, including its reasonable attorneys' and due diligence
fees and expenses incurred in connection with the negotiation,
preparation, execution and delivery of the Commitment Letter, the
related term sheet, and any related definitive documentation.  To
cover those fees and expenses, the Debtors would pay Ableco a
$100,000 deposit upon approval of the Commitment Letter.

Moreover, the Ableco Committee Letter requires the Debtors to
indemnify Ableco and certain related parties for any losses
arising out of the Commitment Letter or the contemplated
financing, except to the extent resulting solely from the
indemnified party's gross negligence or willful misconduct.

A full-text copy of the Ableco Commitment Letter is available for
free at http://researcharchives.com/t/s?1326

             Terms of Ableco's Proposed DIP Financing

The proceeds of the Loans under the Ableco Facility will be used
to:

   (a) refinance the Debtors' existing secured credit facilities
       in the aggregate principal amount of up to $74,000,000;

   (b) fund working capital and general corporate expenses in the
       ordinary course of business of the Debtors, all in
       accordance with the Budget; and

   (c) pay fees and expenses related to the Financing Facility,
       in all cases subject to the Courts' approval.

The Debtors' obligations under the Ableco Facility will be
secured by first priority liens on, and security interests in,
all assets of the Debtors.  The DIP Liens will be subject to a
$1,250,000 carve-out for professional fees, and fees payable to
the U.S. Trustee and the Clerk of Court.

At the Debtors' option, the Loans will bear interest at a rate
per annum equal to either:

   (i) the rate of interest publicly announced from time to time
       by JPMorgan Chase Bank in New York -- provided that at no
       time the Reference Rate be less than 8.25 -- plus 4.75%;
       or

  (ii) LIBOR plus 7.75%.

All Loans are to be repaid in full at the earliest of:

   (i) the date which is 18 months after the date of the Final
       DIP Order;

  (ii) the date of substantial consummation of a plan of
       reorganization in the Debtors' cases, which has been
       confirmed by the Court; or

(iii) the date on which the Loan will become due and payable in
       accordance with the terms of the Loan Documents.

An Event of Default will occur if, among others:

   -- any of the Debtors' cases will be dismissed or converted to
      a Chapter 7 case;

   -- a Chapter 11 trustee or examiner with enlarged powers will
      be granted;

   -- any other superpriority administrative expense claim will
      be granted; or

   -- the Court will enter an order granting relief of the
      automatic stay to the holder of any security interest in
      any asset of the Debtors having a book value equal to or
      exceeding $250,000 in the aggregate.

No later than Jan. 1, 2007, the Debtors will be required to:

   (i) have a plan of reorganization filed which, among other
       items, provides for the repayment in full of the Financing
       Facility; or

  (ii) retain an auctioneer acceptable to the Lenders and
       commence a process of marketing for sale of the Debtors'
       real estate assets.

If a plan of reorganization is filed on or before Jan. 1, 2007,
the Debtors will be required to have that plan confirmed no
later than March 1, 2007.

The Closing Date is the date on which all definitive loan
documentation satisfactory to the Lenders is executed by the
Debtors and the Lenders, which date will not be later than
Oct. 31, 2006, on or after the date the Court has entered the
Final DIP Order.

The Ableco Facility also provides for an $800,000 non-refundable
Closing Fee.

                  Debtors File Cash Flow Forecast

In connection with the proposed Replacement DIP Financing from
Ableco, the Debtors delivered to the Court, on Oct. 24, 2006, a
13-week budget ending Jan. 19, 2007, and a six-month budget for
the period October 2006 to March 2007.

A full-text copy of the 13-Week Budget is available for free at:

               http://researcharchives.com/t/s?1405

A full-text copy of the 6-Month Budget is available for free at:

               http://researcharchives.com/t/s?1406


                     About Complete Retreats

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


CREDIT SUISSE: Fitch Rates $4.2 Million Class C-B-5 Certs at B
--------------------------------------------------------------
Credit Suisse Mortgage Securities Corp. mortgage pass-through
certificates, series 2006-9, is rated by Fitch Ratings:

     -- $830.72 million classes 1-A-1, 2-A-1, 3-A-1, 4-A-1 through
        4-A-15, 5-A-1, 6-A-1 through 6-A-15, 7-A-1, 7-A-2, A-X, D-
        X, DP, AR, and AR-L(senior certificates) 'AAA';

     -- $11.35 million class C-B-1 'AA';

     -- $3.70 million class C-B-2 'A';

     -- $6.409 million classes C-B-3 and D-B-3 'BBB';

     -- $1.182 million class D-B-4 'BBB-';

     -- $4.979 million classes C-B-4 and D-B-5 'BB';

     -- $4.239 million classes C-B-5 and D-B-6 'B'.

The 'AAA' rating on the senior certificates for groups 1 through
4, and the AR, D-X, DP, and AR-L certificates reflect the 8.75%
subordination provided by the 3.85% class D-B-1, 1.60% class D-B-
2, 1.00% class D-B-3, 0.30% class D-B-4, 0.70% class D-B-5, 0.70%
class D-B-6, and the 0.60% class D-B-7 (not rated by Fitch).

The 'AAA' rating on the senior certificates for groups 5 through 7
reflect the 4.55% subordination provided by the 2.30% class C-B-1,
0.75% class C-B-2, 0.50% class C-B-3, 0.45% class C-B-4, 0.30%
class C-B-5, and the 0.25% class C-B-6 (not rated by Fitch).

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 master servicing
capabilities of Wells Fargo Bank, N.A. (Master Servicer), which is
rated 'RMS1' by Fitch.

The trust will contain fixed-rate mortgage loans secured by first
liens on one- to four-family residential properties with an
approximate aggregate principal balance of $874,852,151.

The mortgage loans in Pool 1, which collateralize Groups 1-4, AR,
AR-L, D-X, DP, and the D-B certificates, consist of 681 fixed-rate
mortgage loans with an aggregate principal balance of
$394,219,004.71 as of the cut-off date (Oct. 1, 2006).  The
mortgage pool has a weighted average loan-to-value ratio of
83.745% with a weighted average mortgage rate of 6.089%.  Cash-out
refinance loans account for 29.81% and second homes 8.87%.  The
average loan balance is $578,882.53 and the loans are located in
Puerto Rico.

The mortgage loans in Pool 2, which collateralize Groups 5-7, A-X,
and the C-B certificates, consist of 833 fixed-rate mortgage loans
with an aggregate principal balance of $493,455,649.81 as of the
cut-off date (Oct. 1, 2006).  The mortgage pool has a weighted
average LTV of 71.24% with a weighted average mortgage rate of
6.774%.  Cash-out refinance loans account for 31.43% and second
homes 6.32%.  The average loan balance is $592,383.73 and the
loans are primarily concentrated in California (44.90%), New York
(8.61%) and New Jersey (5.52%).

U.S. Bank National Association will serve as trustee.  Credit
Suisse First Boston Mortgage Securities Corp., a special purpose
corporation, deposited the loans in the trust that issued the
certificates.  For federal income tax purposes, an election will
be made to treat the trust as multiple real estate mortgage
investment conduits.


CRESCENT RESOURCES: S&P Rates $1.225 Billion Bank Term Loan at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Crescent Resources LLC.  At the same time, a 'BB'
bank loan rating with a '2' recovery rating is assigned to the
$1.225 billion term loan and $200 million revolver.  The outlook
is stable.

"The 'BB' corporate credit rating reflects the risks associated
with a highly capital-intensive, transaction-dependent business
that is now more highly leveraged than in the past," explained
Standard & Poor's credit analyst George Skoufis.

"Offsetting these risks are a track record of success and
profitability, a good market position, and some ability to control
capital investments, along with strong sponsorship and sizable
land holdings that can be monetized."

The '2' recovery rating indicates that lenders can expect a strong
likelihood of substantial recovery (greater than 80%) of principal
in the event of default.

Although a recapitalization has resulted in a more aggressive
capital structure, Crescent has a solid track record of developing
high-quality projects, and its business appears well positioned.

Crescent's ability to adjust its capital expenditures over time
and monetize certain assets to aid liquidity should support cash
flow and its ability to meet its debt service requirements.
Positive ratings momentum is unlikely due to the currently
challenging housing market.

Ratings would be negatively affected by weaker-than-expected
operating performance without a measurable contraction in capital
investments.


CWMBS INC: Fitch Assigns BB Rating to $1 Million Class B-3 Certs
----------------------------------------------------------------
Fitch rates CWMBS, Inc.'s CHL Mortgage Pass-Through Trust 2006-18
mortgage pass-through certificates:

     -- $500,484,603 million classes 1-A-1, 1-X, 2-A-1 through 2-
        A-8, 2-X, PO, and A-R certificates (senior certificates)
        'AAA';

     -- $12,219,800 class M certificates 'AA';

     -- $3,119,900 class B-1 certificates 'A';

     -- $1,559,900 class B-2 certificates 'BBB';

     -- $1,040,000 class B-3 certificates 'BB';

     -- $780,000 class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 3.75%
subordination provided by the 2.35% class M, the 0.60% class B-1,
the 0.30% class B-2, the 0.20% privately offered class B-3, the
0.15% privately offered class B-4, and the 0.15% 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 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 $207,912,419 as of the cut-off date (Oct.
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 71.73%.
The weighted average FICO credit score is approximately 745.
Cash-out refinance loans represent 29.08% of the mortgage pool and
second homes 5.98%.  The average loan balance is $600,903.  The
four states that represent the largest portion of mortgage loans
are California (37.32%), New Jersey (7.50%), Florida (5.52%) and
Virginia (5.10%).  All other states represent less than 5% of the
pool as of the cut-off date.

Loan Group 2 consists primarily of 30-year conventional, fully
amortizing mortgage loans totaling $312,071,772 as of the cut-off
date (Oct. 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 73.13%.
The weighted average FICO credit score is approximately 746.
Cash-out refinance loans represent 25.58% of the mortgage pool and
second homes 7.69%.  The average loan balance is $613,108.  The
three states that represent the largest portion of mortgage loans
are California (41.43%), Virginia (5.67%), and New Jersey (5.51%).
All other states represent less than 5% of the pool as of the cut-
off date.

CWMBS 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: Carl Muney Wants Debtors Compelled to Pay $10MM Claim
----------------------------------------------------------------
Carl Muney asserts that Dana Corporation and its debtor-affiliates
have been grossly negligent in allowing their employees to smoke
in their work stations and thus, exposing him to second hand
cigarette smoke in his workplace at the Debtors' Gordonsville
Plant.

Mr. Muney argues that the State and Federal Attorney General has
proved that second hand cigarette smoke is dangerous to non-
smokers' health, and have even sued tobacco companies.

Accordingly, Mr. Muney asks the U.S. Bankruptcy Court for the
Southern District of New York to compel the Debtors to pay him
$10,000,000 for compensatory and punitive damages as well
as physiological concerns caused by the Debtors for his exposure
to second hand cigarette smoke in the work place.

Mr. Muney also asks the Court to:

   (a) make the Debtors stand good for all the common stock they
       sold to him;

   (b) refrain the Debtors' or their employees from taking any
       retaliatory action against him; and

   (c) direct the Debtors to protect and ensure that all of the
       employee benefits he has accrued through his employment
       with the Debtors before the Petition Date.

                      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: Organ Withdraws Lift Stay Motion to Pursue Insurance
---------------------------------------------------------------
Pursuant to the U.S. Bankruptcy Court for the Southern District of
New York's order authorizing Dana Corporation and its debtor-
affiliates to continue their existing workers' compensation
program, Patti Organ deems her motion to have the stay lifted
moot.

Accordingly, Ms. Organ withdraws her Lift Stay Motion.

As reported in the Troubled Company Reporter on Oct. 11, 2006, Ms.
Organ said she sustained injuries while working for the Debtors on
Sept. 30, 2005.  A Report of Injury was filed with the Missouri
Division of Workers' Compensation.  She filed a Claim for
Compensation with the Missouri Division of Workers' Compensation
on Sept. 12, 2006.

The Debtors have acknowledged that it carried a policy of
Workers' Compensation Liability Insurance, which was in full
force and effect at the time of Ms. Organ's accident.  Ms. Organ
and her counsel expected that the insurance company's defense firm
will represent the Debtors' interests in the pending Workers'
Compensation Claim.

                      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).


DEATH ROW: Wants Virgil Roberts as Business Affairs Consultant
--------------------------------------------------------------
R. Todd Neilson, the Chapter 11 Trustee appointed in Death Row
Records Inc.'s bankruptcy case, asks the U.S. Bankruptcy Court for
the Central District of California in Los Angeles for authority to
employ Virgil P. Roberts, Esq., as his business affairs consultant
and legal advisor.

Mr. Roberts will:

     a) identify music-related assets owned by or under the
        control of the Debtor;

     b) assist the Trustee is valuing music-related assets owned
        or controlled by the Debtor;

     c) provide the Trustee with business affairs and related
        legal advice relating to the disposition, operation, or
        exploitation of music-related assets owned or controlled
        by the Debtor;

     d) analyze and renegotiate the Debtor's existing music-
        related agreements;

     e) assist the Trustee in evaluating the appropriateness of
        existing royalty;

     f) negotiate new agreements for the disposition, operation,
        or exploration of music-related assets owned or
        controlled by the Debtor; and

     g) providing other legal advice and assistance as the
        Trustee requests.

The Trustee agreed to compensate Mr. Roberts in an amount equal
to:

     i) his regular hourly billing rate of $450 per hour for
        services he perform on behalf of the estate; and

    ii) 5% of all gross income received by the Debtor
        resulting from his services in negotiating
        agreements on behalf of the Debtor.

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

Mr. Roberts can be reached at:

     Virgil Roberts
     Bobbitt & Roberts
     1620 26th Street, Suite 150
     Santa Monica, California 90404-4044
     Tel: (310) 315-7150
     Fax: (310) 315-7159

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: Judge Drain Adjourns Hearings on CBA Rejection Plea
----------------------------------------------------------------
The Honorable Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York further adjourns hearings on Delphi
Corp.'s motions to reject collective bargaining agreements and
modify retiree benefits under Sections 1113 and 1114 of the
Bankruptcy Code and for authority to reject after notice certain
commercial contracts with General Motors Corp. under Section 365
of the Bankruptcy Code.

Delphi is seeking to reject its collective bargaining agreements
with unions and to modify obligations to provide insurance
benefits for its hourly retirees.  To restructure its U.S.
operations, Delphi is planning to cut 4/5 of its 33,100 U.S.
hourly workers, close 21 of its 29 U.S. union plants and slash
wages and benefits for workers who stay.

The Section 1113-1114 proceedings began May 9, 2006, with opening
statements by Delphi, the UAW, other objecting unions -- IUE-CWA,
USW, IAM, IBEW and IUOE -- the Official Committee of Unsecured
Creditors and others.

The Court will conduct an in-person, in-camera status conference
with the Debtors, the Respondents, and the Official Committee of
Equity Security Holders at 2:00 p.m., on Nov. 8, 2006, so that the
Court can be apprised by the parties of the status of negotiations
regarding the consensual resolution of the 1113/1114 Motion.

Judge Drain directs the Debtors to advise parties by November 6,
2006, whether they intend to ask the Court at the November 8
status conference to schedule trial dates or further status
conferences to provide additional time for negotiations.

Pursuant to Sections 1113(d)(2) and 1114(k)(2), the date by which
a ruling on the 1113/1114 Motion will be issued is extended, with
the consent of the Debtors and the Respondents to the extent
required by statute, to Nov. 30, 2006.

"I continue to believe that people are approaching these
discussions in good faith," Delphi attorney John Wm. Butler, Jr.,
Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, told Bloomberg
News.  "In Delphi's view, the issues continue to be worked on and
continue to be narrowed."

                       About Delphi

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


DELPHI CORP: Inks Staffing Program Pact with Fieldglass & Bartech
-----------------------------------------------------------------
Fieldglass, Inc., together with Bartech Workforce Management, will
support Delphi Corporation's contract staffing management
nationwide.

The overall contract staffing program managed by Bartech Workforce
Management, a division of The Bartech Group, as the Master Vendor
Provider, includes over 85 suppliers and serves all Delphi
facilities across the United States.  "Delphi's global supply
management team remains focused on optimizing our entire
purchasing value stream by engaging suppliers, such as Bartech,
that further enable our ability to reduce waste, eliminate
unnecessary costs and elevate our financial performance," said
Sid Johnson, Delphi Vice President, Global Supply Management.

Fieldglass and Bartech Workforce Management established a
partnership in 2001.  Since then, the alliance has provided
mutual benefits for both companies in delivering a scalable and
flexible solution for all types of services procurement.

                     About The Bartech Group

Based in Livonia, Michigan , The Bartech Group --
http://www.bartechgroup.com/-- is an independent human capital
staffing and services firm in the United States specializing in
engineering, information technology, managed service provider
services, administrative staffing services and related outsourcing
services and solutions.  Bartech, which employs 2,700
professionals, serves the automotive, healthcare, insurance,
electric utility, financial services, office products and other
industries, and maintains 19 offices in Michigan, Ohio, Indiana,
Florida and Ontario, Canada.

                       About Fieldglass

Fieldglass -- http://www.fieldglass.com/-- provides an on-
demand contingent workforce management and services procurement
solution that improves the efficiency and effectiveness of the
entire contingent labor supply chain.  Fieldglass enables
profitable collaboration between companies and staffing firms to
drive mutual value.

                        About Delphi

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


DEUTSCHE ALT-A: Moody's Lowers Rating on Class M-3 Certs to Ba2
---------------------------------------------------------------
Moody's Investors Service downgraded two certificates from a
Deutsche Alt-A Securities, Inc.  Mortgage Loan Trust Series 2003-
4XS Trust deal, issued in 2003.  The transaction consists of Alt-A
first-lien fixed-rate loans.  The transaction has multiple
originators.

The two most subordinate certificates from the transaction have
been downgraded because existing credit enhancement levels are low
given the current projected losses on the underlying pools.  The
pool of mortgages has seen losses in recent months and future loss
could cause a more significant erosion of the
overcollateralization.  The fixed-rate pool currently has $360,875
of overcollateralization which is below the 35 bp floor as of the
October 25, 2006 reporting date.

These are the rating actions:

   * Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust

   * Downgrades:

     -- Series 2003-4XS; Class M-2, downgraded to Baa1 from A2;
     -- Series 2003-4XS; Class M-3, downgraded to Ba2 from Baa2.


DEVELOPERS DIVERSIFIED: Earns $49 Mil. in Quarter Ended Sept. 30
----------------------------------------------------------------
Developers Diversified Realty Corporation has reported its
operating results for the third quarter ended Sept. 30, 2006.

Funds From Operations, a financial measure used by Real Estate
Investments Trusts to define their operating performance, was
$91.7 million for the three months ended Sept. 30, 2006, as
compared to $81.8 million for the three months ended Sept. 30,
2006 and 2005, respectively, an increase of 12.1%.

Net income available to common shareholders was $49 million for
the three months ended Sept. 30, 2006, as compared to $46.5
million for the prior comparable period.  The increase in net
income and FFO for the three months ended Sept. 30, 2006, is
primarily related to an increase in gain on sale of real estate
assets comprised of land sales and sales through the Company's
merchant building program as compared to 2005.

Scott Wolstein, Developers Diversified's Chairman and Chief
Executive Officer stated, "We're pleased to announce this
quarter's strong FFO per share growth of over 12%.  We continue to
see outstanding leasing activity in our operating and development
portfolio.  This demand for space reflects the underlying health
of the retail industry and the success of our core tenants.  Our
recent announcements regarding our merger agreement with Inland
Retail Real Estate Trust, Inc. and our joint venture investment in
Sonae Sierra Brazil reflect acquisitions that provide long-term
strategic benefits for the Company and represent significant
opportunities to grow shareholder value."

Leasing:

Leasing activity continues to be strong throughout the portfolio.
During the third quarter of 2006, the Company executed 132 new
leases aggregating 784,332 square feet and 214 renewals
aggregating 833,721 square feet.  Rental rates on new leases
increased by 29.5% and rental rates on renewals increased by
11.7%.  On a blended basis, rental rates for new leases and
renewals increased by 15.5%.  At Sept. 30, 2006, the average
annualized base rent per occupied square foot, including those
properties owned through joint ventures, and excluding the impact
of the properties acquired from Mervyns, was $11.68, as compared
to $11.23 at Sept. 30, 2005.

At Sept. 30, 2006, the portfolio, including those properties owned
through joint ventures, was 96.2% leased.  Excluding the impact of
the properties acquired from Mervyns, the core portfolio was 96.1%
leased, as compared to 95.8% at Sept. 30, 2005.  These percentages
include tenants for which signed leases have been executed and
occupancy has not occurred.  Based on tenants in place and
responsible for paying rent as of Sept. 30, 2006, the portfolio
was 95.3% occupied.  Excluding the impact of the properties
acquired from Mervyns, the core portfolio was 95.1% occupied, as
compared to 94.8% at Sept. 30, 2005.

              Strategic Real Estate Transactions

Inland

In October, 2006, the Company and Inland Retail Real Estate Trust,
Inc. announced that they have entered into a definitive merger
agreement. Under the terms of the agreement, DDR will acquire all
of the outstanding shares of IRRETI for a total merger
consideration of $14.00 per share in cash.  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.

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 DDR's Board of Directors.  The merger was
unanimously approved by IRRETI's Board of Directors, with two
related party directors recusing themselves.

Sonae Sierra Brazil

In October 2006, the Company announced the acquisition of a 50%
joint venture interest in Sonae Sierra Brazil, a fully integrated
retail real estate company based in Sao Paulo, Brazil.  Sonae
Sierra Brazil is a subsidiary of Sonae Sierra, an international
owner, developer and manager of shopping centers based in
Portugal.  Sonae Sierra Brazil is the managing partner of a
partnership that owns direct and indirect interests in nine retail
assets aggregating 3.4 million square feet and a property
management company in Sao Paulo, Brazil that oversees the leasing
and management operations of the portfolio . Sonae Sierra Brazil
owns approximately 93% of the partnership and Enplanta Engenharia
owns approximately 7%. The aggregate market value of Sonae Sierra
Brazil is approximately $300 million.  Developers Diversified's
aggregate proportionate share investment is approximately $150
million.

MDT Joint Venture

In July 2006, the Company sold two additional expansion areas in
McDonough, Georgia and Coon Rapids, Minnesota to the MDT Joint
Venture for approximately $10.1 million.  These expansion areas
are adjacent to shopping centers currently owned by the MDT Joint
Venture.  The Company recognized an aggregate merchant build gain
of $3.1 million, and deferred gains of approximately $0.5 million
relating to the Company's effective 14.5% ownership interest in
the venture.

Service Merchandise Joint Venture

In August 2006, the Company purchased its partners' approximate
75% interest in the remaining 52 assets owned by the Service
Merchandise Joint Venture agreement at a gross purchase price of
approximately $138 million relating to our partners' approximately
75% interest, based on a total valuation of approximately $185
million for all remaining assets.

In Sept. 2006, the Company sold 51 of the assets to the Coventry
II Joint Venture.  The Company retained a 20% interest in the
joint venture. The Company recorded a gain of approximately $6.4
million of which $3.6 million is included in FFO.

Coventry II Joint Venture

In Sept. 2006, the Coventry II Joint Venture acquired an 88 acre
site located in Bloomfield Hills, Michigan at a cost of
approximately $68.4 million.  The Company anticipates commencing
construction of a 600,000 square foot lifestyle center.  The
Company is generally responsible for the day-to-day development,
management and leasing of the property.  Pursuant to the terms of
the joint venture, the Company earns fees for property management,
leasing and construction management plus a promoted interest,
along with Coventry, after return of capital to investors.

                             Financing

In August 2006, the Company issued $250 million, 3.50% convertible
senior unsecured notes due 2011.  The notes have an initial
conversion rate of approximately 15.3589 common shares per $1,000
principal amount of the notes, represent a conversion price of
approximately $65.11 per common share and a conversion premium of
approximately 22.5% based on the last reported sale price of
$53.15 per common share on Aug. 22, 2006.  The initial conversion
rate is subject to adjustment under certain circumstances.  Upon
closing of the sale of the notes, the Company repurchased
$48.3 million of its common shares.

In connection with the offering, the Company entered into an
option arrangement, that is settled in shares of our common stock,
with an investment bank that had the economic impact of
effectively increasing the conversion price of the notes to $74.41
per common share, which represents a 40.0% premium based on the
Aug. 22, 2006 closing price of $53.15 per common share.  The cost
of this arrangement was approximately $10.3 million and has been
recorded as an equity transaction in our consolidated balance
sheet.

In addition, in late September and early October, the Company
entered into an aggregate $300 million of interest rate swaps
which converted floating rate debt to a weighted average fixed
Libor rate of approximately 4.94%.  As a result, the effective
floating rate debt, as a percentage of total debt, was 6.6% at
Sept. 30, 2006.

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

A copy of the Company's Supplemental Financial/Operational package
is available to all interested parties upon request at:

                  Investor Relations
                  Developers Diversified Realty Corp.
                  Attn: Michelle M. Dawson
                        Vice President of Investor Relations
                  3300 Enterprise Parkway
                  Beachwood, OH 44122

                   About Developers Diversified

Based in Beachwood, Ohio, 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.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Fitch Ratings affirmed Developers Diversified Realty Corporation's
ratings following the company's announcement of the pending
acquisition of Inland Retail Real Estate Trust Inc.  Ratings
affirmed include the Company's BBB Issuer Default Rating, BBB
Senior unsecured debt and BB+ preferred stock rating.


DURA AUTOMOTIVE: S&P's Ratings Tumbles to D After Ch. 11 Filing
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered Dura Automotive Systems
Inc.'s senior secured and subordinated debt ratings to 'D' from
'CC' following the company's announcement that it and its U.S. and
Canadian subsidiaries had filed for Chapter 11 bankruptcy
protection.

In addition, these ratings were removed from CreditWatch with
negative implications.

At the same time, the '1' recovery rating on the secured debt was
affirmed and then withdrawn.  The corporate credit rating on Dura
and the rating on Dura Operating Corp.'s $400 million senior notes
were already 'D' following the company's failure to make an
interest payment earlier this month.

Well-known challenges cited by the company in its bankruptcy
filing included production cuts by major U.S. automakers and
escalating costs of raw materials.  Dura indicated that its
operations outside the U.S. and Canada, which in total account for
about 51% of revenues, were not part of the filing.  Dura has
arranged a $300 million DIP loan.

Rochester Hills, Mich.-based Dura, a manufacturer of automotive
and recreational vehicle components, has total debt of about
$1.2 billion.


EARTH GLOBE: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Earth Globe International, Inc.
        dba Baroness Coffee Company
        4721 Ironton Street, Unit B
        Denver, CO 80239

Bankruptcy Case No.: 06-17944

Type of Business: The Debtor is a select coffee importer that
                  roasts and flavors gourmet coffees from the
                  world's coffee growing regions.  The Debtor
                  offers traditional, organic, flavored, and
                  decaffeinated coffees, specialty teas, and
                  gourmet syrups.  See
                  http://www.baronesscoffee.com/

Chapter 11 Petition Date: October 31, 2006

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Stephen C. Nicholls, Esq.
                  Nicholls, Nicholls, Biles & Bower, LLC
                  1725 Gaylord Street, Suite 100
                  Denver, CO 80206
                  Tel: (303) 329-9700
                  Fax: (303) 329-6950

Total Assets: Less than $10,000

Total Debts:  $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Northern Colorado Paper          Trade Debt             $45,000
295 71st Avenue
Greeley, CO 80634
Attn: Tim Ward
Tel: (970) 353-8787

DPI Rocky Mountain               Trade Debt             $28,000
8125 East 88th Avenue
Henderson, CO 80640
Attn: Marcia Jester
Tel: (303) 301-1226

First Industrial Realty, Inc.    Back Rent              $28,000
5350 South Roslyn Street
Suite 240
Englewood, CO 80111
Attn: Tom King
Tel: (303) 220-5565

Package Masters, Inc.            Trade Debt              $7,000

Colorado Department of Revenue   Sales Tax               $6,000

Plastic Packaging                Trade Debt              $5,500

Anchor Sales Co.                 Trade Debt              $5,000

Bunzl Papercraft                 Trade Debt              $4,400

Udi's Food                       Trade Debt              $4,000

Eldorado Coffee Roasters         Trade Debt              $3,500

A1 Truck & Auto Service          Repair Services         $2,000

Frank & Finger, P.C.             Legal Services          $1,000


EASTMAN KODAK: Has $877MM Earnings Improvement in 3rd Quarter 2006
------------------------------------------------------------------
Eastman Kodak Company reported a GAAP earnings improvement of
$877 million for the third quarter of 2006, on sales of
$3.204 billion, largely as the result of the recording of a tax
valuation charge in the year-ago quarter of $778 million.  The
company also delivered a $98 million increase in digital earnings,
driven by wider gross profit margins, from strong earnings
performance in the Graphic Communications and Consumer Digital
businesses, and the result of the company's global cost-reduction
initiatives.

Based on its third-quarter 2006 performance, the company is
confident of achieving its 2006 cash and digital earnings goals,
and expects digital revenue growth somewhat below its 10% target,
as a result of the company's focus on margin expansion.  This
corresponds to a total revenue decline of approximately 6%.

"Our business transformation is on track," said Antonio M. Perez,
Chairman and Chief Executive Officer, Eastman Kodak Company.  "I
am encouraged by our third-quarter results, especially because
they reinforce our confidence in our full-year performance, which
is the basis on which I manage the company."

"We measure our progress against three important metrics - cash
generation, digital earnings, and digital revenue.  Our year-over-
year digital revenues were down slightly during the quarter,
reflecting our strong focus on margin expansion and willingness to
pursue more profitable sales, the universe of which expands as our
cost structure improves.  Our digital earnings were vastly
improved this quarter and our cash balance continues to exceed
$1 billion.  While I am fully aware of the challenges to largely
complete our restructuring by the end of next year, this
performance represents clear progress toward our goals and gives
us good momentum to carry into the fourth quarter and 2007."

For the third quarter of 2006:

    * Sales totaled $3.204 billion, a decrease of 10% from
      $3.553 billion in the third quarter of 2005, largely
      attributable to a 19% decline in traditional sales.  Third-
      quarter traditional revenue totaled $1.402 billion, compared
      to $1.725 billion in the year-ago quarter, while digital
      revenue totaled $1.793 billion, as compared to
      $1.814 billion in the year-ago quarter.

    * The company's earnings from continuing operations in the
      quarter, before interest, other income (charges), net, and
      income taxes, were $2 million, compared with a loss from
      operations of $123 million in the year-ago quarter.

    * On the basis of generally accepted accounting principles in
      the U.S. (GAAP), the company reported a third-quarter net
      loss of $37 million, which includes after-tax restructuring
      costs of $202 million.  By comparison, the third quarter
      2005 GAAP net loss was $914 million.  The difference is
      largely driven by the inclusion in last year's third quarter
      of a $778 million, non-cash charge to record a valuation
      allowance against the net deferred tax assets in the U.S.

    * Digital earnings were $105 million, compared with $7 million
      in the year-ago quarter, marking the first time that the
      company's quarterly digital earnings growth exceeded the
      quarterly decline in traditional earnings.  This performance
      was primarily due to operational improvements throughout the
      digital portfolio, the impact of a non-recurring licensing
      arrangement within the Consumer Digital Group, and strong
      results in the Graphic Communications Group.

Other third-quarter 2006 details:

    * For the quarter, net cash provided by operating activities
      on a GAAP basis was $329million, compared with $370 million
      in the year-ago quarter.  Investable cash flow for the
      quarter was $237 million, compared with $216 million in the
      year-ago quarter.

    * Kodak held $1.102 billion in cash on its balance sheet as of
      Sept. 30, 2006, compared with $610 million on Sept. 30,
      2005.  This is consistent with the company's stated desire
      to maintain approximately $1.0 billion of cash on hand.

    * Debt decreased $192 million from the second-quarter level,
      to $3.339 billion as of Sept. 30, 2006, and was down
      $244 million from the Dec. 31, 2005 level of $3.583 billion.
      The company intends to reduce debt by approximately
      $800 million in 2006.

    * Gross Profit was 27.3% in the current quarter, up from 25.9%
      in the prior year quarter, primarily because of reductions
      in manufacturing costs and the favorable impact of the
      previously noted licensing arrangement, offset by volume
      declines in traditional product sales.

    * Selling, General and Administrative expenses declined by
      $105 million in the third quarter, to $565 million, compared
      with $670 million for the prior-year quarter.  As a
      percentage of sales, SG&A decreased from 18.9% in the prior-
      year quarter to 17.6% in the third quarter of 2006.

                            2006 Goals

Kodak continues to expect net cash provided by operating
activities this year of $800 million to $1.0 billion, which
corresponds with investable cash flow of $400 million to
$600 million.  Accordingly, the company expects a GAAP loss from
continuing operations before interest, other income (charges),
net, and income taxes for the full year of $400 million to
$600 million, which includes approximately $1.0 billion in pre-tax
restructuring charges.  This corresponds to digital earnings from
operations this year in a range of $350 million to $450 million.
The company forecasts 2006 digital revenue growth somewhat below
10%, reflecting the company's focus on targeted participation in
the consumer digital market.  Total 2006 revenue is expected to be
down approximately 6%.

                     About Eastman Kodak Co.

Headquartered in Rochester, New York, Eastman Kodak Co. --
http://www.kodak.com/-- engages in the development,
manufacturing, and marketing of digital and traditional imaging
products, services, and solutions to consumers, businesses, the
graphic communications market, the entertainment industry,
professionals, healthcare providers, and other customers.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2006,
Moody's Investors Service placed Eastman Kodak Company on review
for possible downgrade.  Ratings under review include the
Company's B1 Corporate Family Rating; B2 Senior Unsecured Rating;
and Ba3 rating on the Senior Secured Credit Facilities.

Moody's review continues to focus on the company's potential sale
of the Kodak Health Group as well as the fundamental operating
performance of the company.

As reported in the Troubled Company Reporter on Aug. 7, 2006,
Standard & Poor's Ratings Services placed its ratings on Eastman
Kodak Co. (B+/Watch Neg/--) on CreditWatch with negative
implications.  The Rochester, New York-based imaging company had
$3.5 billion in debt as of June 30, 2006.


EL POLLO: Terminates Tender Offer for 11-3/4% and 14-1/2% Notes
---------------------------------------------------------------
El Pollo Loco, Inc. and EPL Intermediate, Inc. has terminated the
tender offer and consent solicitation for its 11-3/4% Senior Notes
Due 2013 and by Intermediate for its 14-1/2% Senior Discount Notes
Due 2014.  All Notes tendered during the Offer will be returned to
the original noteholder and no payments will be made.

The Offer was conditioned on the completion of the initial public
offering of El Pollo Loco Holdings, Inc., the parent of El Pollo
Loco and Intermediate.  Holdings withdrew the Registration
Statement for the initial public offering, as current market
conditions made it inadvisable to proceed with the initial
offering.

                     About El Pollo Loco

Headquartered in Irvine, California, El Pollo Loco --
http://www.elpolloloco.com/-- currently operates 347 restaurants
(199 franchised locations and 148 company-owned restaurants),
located principally in California, with additional restaurants in
Arizona, Nevada, Texas, Colorado and Illinois.  El Pollo Loco is a
privately held company owned by Trimaran Capital Partners and
company management.  Trimaran is a private asset management firm,
headquartered in New York, with assets under management and
committed capital in excess of $3 billion.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service moved El Pollo Loco, Inc.'s corporate
family rating back to B3 from B1 following the company's move to
withdraw its proposed $135 million initial public offering.  At
the same time, the B1 ratings on the proposed $210 million senior
secured credit facility consisting of a $25 million revolver and a
$185 million term loan B were withdrawn.

As reported in the Troubled Company Reporter on Oct. 20, 2006,
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B' corporate credit rating, on El Pollo Loco Inc. following
the company's announcement that it has withdrawn its plan for an
initial public offering.


ELEPHANT TALK: Posts $525,855 Net Loss in 2006 Second Quarter
-------------------------------------------------------------
Elephant Talk Communications Inc. reported a $525,855 net loss on
$1,494,740 revenues for the quarter ended June 30, 2006, compared
to a $584,812 net loss on $79,800 revenues for the same period in
2005.

At June 30, 2006, the company's balance sheet showed $15,299,215
in total assets, $12,248,517 in total liabilities, Minority
Interest of $1,214,999 and total stockholders' equity of
$1,835,699.  The company's accumulated deficit increased to
$13,145,436 at June 30, 2006, from $12,132,435 at Dec. 31, 2005.

The company's June 30 balance sheet also showed strained liquidity
with $4,509,378 in total current assets available to pay
$8,748,517 in total current liabilities.

A full-text copy of the company's second quarter financial
statements is available for free at:

              http://researcharchives.com/t/s?1431

                      Going Concern Doubt

Hong Kong's Jimmy C. H. Cheung & Co. raised substantial doubt
about Elephant Talk Communications 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 working capital deficit of
$3,372,917 and accumulated deficit of $12,132,435 at Dec. 31,
2005, which included a net loss of $1,214,193 for the year ended
Dec. 31, 2005.

                      About Elephant Talk

Elephant Talk Communications Inc. -- www.elephanttalk.com/ -- is
a voice-over-Internet-protocol telecommunications and mobile
short message service and other value added telecom services
provider in China.  With its completion of acquisition of
Beijing China Wind, the company provides its mobile value added
services to over 1 million customers in China.  Its services
include short message service, ring tone/wall-paper downloads
and mobile e-commerce services.  Its international call services
are provided through an integrated network infrastructure
comprising both the packet-switched system and circuit switched
system focusing on the Asia Pacific region and the United States.


FEDERAL-MOGUL: Ct. Denies Abex Claimants' Motion for Futures Rep.
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has denied
without prejudice the request, by individual personal injury
claimants that assert claims for exposure to asbestos-containing
products produced by Pneumo Abex LLC, for the appointment of a
separate Future Claimants' Representative in the chapter 11 cases
of Federal-Mogul Corporation and its debtor-affiliates.

As reported in the Troubled Company Reporter on July 3, 2006 the
individual personal injury claimants asked the U.S. Bankruptcy
Court to appoint a separate Future Claimants' Representative in
the chapter 11 cases of Federal-Mogul Corporation and its debtor-
affiliates.

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


FINDEX.COM INC: Earns $861,658 in Second Quarter Ended June 30
--------------------------------------------------------------
Findex.com, Inc., has filed its second quarter financial
statements for the three month period ended June 30, 2006 with the
Securities and Exchange Commission.

Findex.com reported $861,658 of net income on $661,279 of revenues
for the quarter ended June 30, 2006, compared to a $520,766 net
loss on $1,276,996 of revenues for the same period in 2005.  This
second quarter's net income is mainly attributed to the valuation
gain the company recognized from the fair value adjustment of
their derivative liabilities during the three months ended June
30, 2006.  The company anticipates, however, this valuation gain
to be temporary.

At June 30, 2006, the company's balance sheet showed $2,869,066 in
total assets and $3,006,303 in total liabilities, resulting in a
stockholders' deficit of $137,237.  Total accumulated deficit
stood at $7,777,235 at June 30, 2006.

The company's balance sheet at June 30, 2006, also showed strained
liquidity with $587,884 in total current assets available to pay
$2,804,244 in total current liabilities.

A full-text copy of the company's quarterly report is available
for free at:

               http://researcharchives.com/t/s?1432

                        About Findex.com, Inc.

FindEx.com Inc. develops, publishes, markets, and distributes and
directly sells off-the-shelf consumer and organizational software
products for PC, Macintoshr and PDA platforms. The company
develops their software products through in-house initiatives
supplemented by outside developers.  The company markets and
distributes their software products principally through direct
marketing and Internet sales programs, but also through secular
and non-secular wholesale retailers.


FIRST FRANKLIN: $60.3 Mil of Class B2 Certs Get Fitch's B Rating
----------------------------------------------------------------
Fitch rates First Franklin Mortgage Loan Trust Mortgage Pass-
Through Certificates, Series 2006-FFA:

     -- $577.1 million classes A1 through A4 (senior certificates)
        'AAA';

     -- $39.1 million class M1 'AA+';

     -- $31.0 million class M2 'AA';

     -- $20.0 million class M3 'AA-';

     -- $17.4 million class M4 'A+';

     -- $17.8 million class M5 'A';

     -- $17.4 million class M6 'A-';

     -- $17.0 million class M7 'BBB+';

     -- $14.9 million class M8 'BBB';

     -- $11.5 million class M9 'BBB-';

     -- $12.3 million class B1 'BB+' (144A);

     -- $60.3 million class B2 'BB' (144A).

The 'AAA' rating on the senior certificates reflects the 32.05%
total credit enhancement provided by the 4.60% class M1, the 3.65%
class M2, the 2.35% class M3, the 2.05% class M4, the 2.10% class
M5, the 2.05% class M6, the 2.00% class M7, the 1.75% class M8,
the 1.35% class M9, the privately offered 1.45% class B1, the
privately offered 7.10% class B2, and the 1.60% initial
overcollateralization.  All certificates have the benefit of
monthly excess cash flow to absorb losses.  An interest rate swap
agreement and an interest rate cap agreement both with Wachovia
Bank, National Association (rated AA-/F1+ by Fitch) is also
available to cover interest shortfalls and losses.  In addition,
the ratings reflect the quality of the loans, the integrity of the
transaction's legal structure as well as the primary servicing
capabilities of National City Home Loan Services, Inc. (rated
'RPS2' by Fitch) and Wells Fargo Bank, N.A. as Trustee.

The mortgage loan trust is divided into two groups of second-lien,
fixed-rate, fully amortizing and balloon mortgage loans.  The Pool
I mortgage loans had an aggregate principal balance of $63,959,159
as of the cut-off date, October 1, 2006.  The weighted average
loan rate of the Pool I mortgage loans is approximately 10.696%.
The weighted average remaining term to maturity is 192 months.
The average cut-off date principal balance of the mortgage loans
is approximately $25,461.  The weighted average original combined
loan-to-value ratio is 99.87% and the weighted average Fair, Isaac
& Co. score was 648.  The properties are primarily located in
Texas (9.40), Georgia (8.47%), and Utah (6.20%).

The Pool II mortgage loans had an aggregate principal balance of
$785,292,312 as of the cut-off date.  The weighted average loan
rate of the Pool II mortgage loans is approximately 10.438%.  The
weighted average remaining term to maturity is 201 months.  The
average cut-off date principal balance of the mortgage loans is
approximately $53,735.  The weighted average original combined
loan-to-value ratio is 99.43% and the weighted average Fair, Isaac
& Co. score was 663.  The properties are primarily located in
California (29.51%), Florida (10.99%) and Texas (5.83%).


FIRST FRANKLIN: Fitch Rates $22.3 Million Class B Certs at BB+
--------------------------------------------------------------
Fitch rates First Franklin Mortgage Loan Trust Mortgage Pass-
Through Certificates, Series 2006-FF15:

     -- $1.857 billion classes A1 through A6 (senior certificates)
        'AAA';

     -- $72.5 million class M1 'AA+';

     -- $61.3 million class M2 'AA';

     -- $37.9 million class M3 'AA-';

     -- $33.5 million class M4 'A+';

     -- $32.3 million class M5 'A';

     -- $30.1 million class M6 'A-';

     -- $25.6 million class M7 'BBB+';

     -- $15.6 million class M8 'BBB';

     -- $14.5 million class M9 'BBB-';

     -- $22.3 million class B 'BB+' (144A).

The 'AAA' rating on the senior certificates reflects the 16.75%
total credit enhancement provided by the 3.25% class M1, the 2.75%
class M2, the 1.70% class M3, the 1.50% class M4, the 1.45% class
M5, the 1.35% class M6, the 1.15% class M7, the 0.70% class M8,
the 0.65% class M9, the privately offered 1.00% class B, and the
1.25% initial overcollateralization.  All certificates have the
benefit of monthly excess cash flow to absorb losses.  An interest
rate swap agreement and an interest rate cap agreement both with
IXIS Financial Products Inc. (rated AA/F1+ by Fitch) is also
available to cover interest shortfalls and losses.  In addition,
the ratings reflect the quality of the loans, the integrity of the
transaction's legal structure as well as the primary servicing
capabilities of National City Home Loan Services, Inc. (rated
'RPS2' by Fitch) and Wells Fargo Bank, N.A. as Trustee.

The mortgage loans are divided into three groups of first-lien,
fixed-rate and adjustable mortgage loans.  The Pool I mortgage
loans had an aggregate principal balance of $547,506,655 as of the
cut-off date, October 1, 2006.  The weighted average loan rate of
the Pool I mortgage loans is approximately 8.161%.  The weighted
average remaining term to maturity is 355 months.  The average
cut-off date principal balance of the mortgage loans is
approximately $142,877.  The weighted average original loan-to-
value ratio is 82.83% and the weighted average Fair, Isaac & Co.
score was 641.  The properties are primarily located in California
(8.47), Florida (7.67%), and Illinois (7.14%).

The Pool II mortgage loans had an aggregate principal balance of
$317,116,293 as of the cut-off date.  The weighted average loan
rate of the Pool II mortgage loans is approximately 8.112%.  The
weighted average remaining term to maturity is 357 months.  The
average cut-off date principal balance of the mortgage loans is
approximately $139,086.  The weighted average original loan-to-
value ratio is 83.44% and the weighted average Fair, Isaac & Co.
(FICO) score was 636.  The properties are primarily located in
California (7.45%), Illinois (7.02%) and Florida (6.56%).

The Pool III mortgage loans had an aggregate principal balance of
$1,365,644,455 as of the cut-off date.  The weighted average loan
rate of the Pool III mortgage loans is approximately 8.063%.  The
weighted average remaining term to maturity is 358 months.  The
average cut-off date principal balance of the mortgage loans is
approximately $238,916.  The weighted average original loan-to-
value ratio is 83.13% and the weighted average Fair, Isaac & Co.
(FICO) score was 654.  The properties are primarily located in
California (30.81%), Florida (9.81%) and New York (6.54%).


FIRST HORIZON: Fitch Rates $650,000 Privately Offered Class at B
----------------------------------------------------------------
Fitch rates First Horizon Alternative Mortgage Securities Trust
mortgage pass-through certificates, Series 2006-FA7:

     -- $206.72 million classes A-1 through A-9, A-PO and A-R
        certificates (senior certificates) 'AAA';

     -- $4.67 million class B-1 'AA';

     -- $1.95 million class B-2 'A';

     -- $1.41 million class B-3 'BBB';

     -- $0.98 million privately offered class B-4 'BB';

     -- $0.65 million privately offered class B-5 'B';

The 'AAA' rating on the senior certificates reflects the 4.75%
subordination provided by the 2.15% Class B-1, the 0.90% Class B-
2, the 0.65% Class B-3, the 0.45% privately offered Class B-4, the
0.30% privately offered Class B-5, and the 0.30% privately offered
Class B-6 (not rated by Fitch).

Fitch believes the above 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 reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and the servicing
capabilities of First Horizon Home Loan Corporation, currently
rated 'RPS2' by Fitch Ratings.

Substantially all of the mortgage loans were underwritten to First
Horizon's 'Super Expanded Underwriting Guidelines'.  These
guidelines are less stringent than First Horizon's general
underwriting guidelines and could include limited documentation,
higher loan-to-value ratios and lower FICO scores.  Mortgage loans
underwritten to the 'Super Expanded Underwriting Guidelines' could
experience higher rates of default and losses than loans
underwritten using First Horizon's general underwriting
guidelines.

As of the cut-off date, Oct. 1, 2006, the aggregate pool consists
of conventional, fully amortizing, fixed-rate mortgage loans
secured by first liens on single-family residential properties,
substantially all of which have original terms to maturity of 30
years.  Approximately 36.8% of the mortgage loans in the aggregate
pool have interest only payments scheduled for a period of ten
years following the origination date of the mortgage loan.
Thereafter, monthly payments will be increased to include
principal and interest payments to sufficiently amortize the loan
over the remaining term.  The principal balance of the aggregate
pool is $217,029,800 and the average principal balance is
approximately $251,775.  The mortgage pool has a weighted average
original loan-to-value ratio of 68.5% and the weighted average
FICO is 724.  Rate/Term and cash-out refinance loans account for
12.4% and 40.3% of the pool, respectively.  Second homes represent
6.2% of the pool, and investor occupancies represent 24.1% of the
pool.  The states with the largest concentrations are California
(19.0%), Arizona (7.5%), Maryland (7.4%) and Washington (7.0%).
All other states represent less than 5% of the pool as of the cut-
off date.

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

The trust, First Horizon Alternative Mortgage Securities Trust
2006-FA7, was created for the sole purpose of issuing the
certificates.  For federal income tax purposes, an election will
be held to treat the trust as multiple real estate mortgage
investment conduits.  The Bank of New York will act as trustee.


FREMONT HOME: Moody's Rates Class M-10 Certificates at Ba1
----------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Fremont Home Loan Trust 2006-3 and ratings
ranging from Aa1 to Ba1 to the subordinate certificates in the
deal.

The securitization is backed by Fremont Investment & Loan
originated, adjustable-rate (84%) and fixed-rate (16%), subprime
mortgage loans acquired by Greenwich Capital Financial Products,
Inc.  The ratings are based primarily on the credit quality of the
loans and on protection against credit losses provided by
subordination, excess spread, and overcollateralization.

The ratings also benefit from an interest-rate swap agreement and
interest-rate cap agreement, both provided by The Bank of New
York. Moody's expects collateral losses to range from 5.1% to
5.6%.

Wells Fargo Bank, N.A. will service the mortgage loans.  Moody's
has assigned Wells Fargo its servicer quality rating of SQ1 as a
servicer of subprime mortgage loans.

These are the rating actions:

   * Fremont Home Loan Trust 2006-3

   * Asset-Backed Certificates, Series 2006-3

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

The Class M-10 certificates 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.


GANNETT PEAK: Moody's Rates $19 Million Class D-1 Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service reported that it assigned ratings to
notes issued by Gannett Peak CLO I, Ltd.

These are the rating actions:

   -- Aaa to $369,100,000 Million Class A-1a Senior Secured
      Floating Rate Notes, Due 2020;

   -- Aaa to $60,000,000 Million Class A-1b Senior Secured
      Revolving Floating Rate Notes, Due 2020;

   -- Aa2 to $41,000,000 Million Class A-2 Senior Secured
      Floating Rate Notes, Due 2020;

   -- A2 to $26,000,000 Million Class B-1 Senior Secured
      Deferrable Floating Rate Notes, Due 2020;

   -- A2 to $9,000,000 Million Class B-2 Senior Secured
      Deferrable Fixed Rate Notes, Due 2020;

   -- Baa2 to $33,500,000 Million Class C Senior Secured
      Deferrable Floating Rate Notes, Due 2020;

   -- Ba2 to $19,000,000 Million Class D-1 Secured Deferrable
      Floating Rate Notes, Due 2020;

   -- Ba2 to $5,000,000 Million Class D-2 Secured Deferrable
      Fixed Rate Notes, Due 2020,

   -- A3 to the Type I Composite Obligations, and

   -- Baa3 to the Type II Composite Obligations.

Moody's ratings of the Notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
Notes' governing documents, and are based on the expected loss
posed to the Noteholders relative to receiving the present value
of such payments.

The ratings of the Notes reflect the credit quality of the
underlying assets--which consist primarily of senior secured
loans-- as well as the credit enhancement for the Notes inherent
in the capital structure and the transaction's legal structure.
The rating of the Type I Composite Obligations addresses solely
the ultimate return of the Type I Rated Amount and Type I Notional
Interest Amount.  The rating of the Type II Composite Obligations
addresses solely the ultimate return of the Type II Rated Balance.

This cash flow CLO is managed by McDonnell Investment Management,
LLC.


GLENN UNDERWOOD: Case Summary & Five Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Glenn Richard Underwood
        fdba Underwood Associates
        dba Underwood Management Company
        dba Underwood Building Company
        dba Underwood Real Estate Company
        6437 Chestnut Hill Court
        Clarkston, MI 48346

Bankruptcy Case No.: 06-55754

Chapter 11 Petition Date: October 30, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Charles D. Bullock, Esq.
                  Stevenson & Bullock, PLC
                  29200 Southfield Road, Suite 210
                  Southfield, MI 48076
                  Tel: (248) 423-8200
                  Fax: (248) 423-8201

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Lynda Carto, el al.              Judgment              $392,752
Case No. 04-056175-CB            (On Appeal)
c/o Dean J. Grouix, Esq.
363 West Big Beaver Road
Suite 300
Troy, MI 48084

US Bank/NA ND                    Credit Card             $3,766
4325 17th Avenue South
Fargo, ND 58125

Navy Federal Credit Union        Credit Card             $2,500
820 Follin Lane
Vienna, VA 22180

FNB Omaha                        Credit Card             $2,129
1620 Dodge Street
Omaha, NE 68197

American Express                 Credit Card               $340
P.O. Box 297871
Fort Lauderdale, FL 33329


GS MORTGAGE: Fitch Places Low-B Ratings on Six Certificate Classes
------------------------------------------------------------------
GS Mortgage Securities Corporation II, 2006 GG8, commercial
mortgage pass-through certificates are rated by Fitch Ratings:

     -- $69,950,000 class A-1 'AAA';
     -- $940,740,000 class A-2 'AAA';
     -- $52,875,000 class A-3 'AAA';
     -- $111,500,000 class A-AB 'AAA';
     -- $1,598,772,000 class A-4 'AAA';
     -- $196,179,000 class A-1A 'AAA';
     -- $424,288,000 class A-M 'AAA';
     -- $302,305,000 class A-J 'AAA';
     -- $4,242,880,299 class X* 'AAA';
     -- $26,518,000 class B 'AA+';
     -- $53,036,000 class C 'AA';
     -- $37,125,000 class D 'AA-';
     -- $37,125,000 class E 'A+';
     -- $42,429,000 class F 'A';
     -- $53,036,000 class G 'A-';
     -- $47,733,000 class H 'BBB+';
     -- $53,036,000 class J 'BBB';
     -- $26,518,000 class K 'BBB-';
     -- $26,518,000 class L 'BB+';
     -- $15,911,000 class M 'BB';
     -- $15,911,000 class N 'BB-';
     -- $10,607,000 class O 'B+';
     -- $10,607,000 class P 'B';
     -- $15,911,000 class Q 'B-';

The $58,340,299 class S is not rated by Fitch.

Classes A-1, A-2, A-3, A-AB, A-4, A-1A, A-M, A-J, B, C, D, E and F
are offered publicly, while classes X, G, H, J, K, L, M, N, O, P,
Q, and S are privately placed pursuant to Rule 144A of the
Securities Act of 1933., The certificates represent beneficial
ownership interest in the trust, primary assets of which are 160
fixed-rate loans having an aggregate principal balance of
approximately $4,242,880,300, as of the cutoff date.


GSC ABS: Moody's Rates $10 Mil. Class C Subordinate Notes at Ba1
----------------------------------------------------------------
Moody's Investors Service reported it assigned ratings to notes
issued by GSC ABS CDO 2006-4u, Ltd.

These ratings were assigned:

   -- Aaa to Up to $502,000,000 Million Class A-S1VF Senior
      Secured Floating Rate Notes due 2046;

   -- Aaa to $85,000,000 Million Class A1 Senior Secured Floating
      Rate Notes due 2046;

   -- Aa2 to $45,000,000 Million Class A2 Senior Secured Floating
      Rate Notes due 2046;

   -- A2 to $45,000,000 Million Class A3 Secured Deferrable
      Floating Rate Notes due 2046;

   -- Baa2 to $33,000,000 Million Class B Mezzanine Secured
      Deferrable Floating Rate Notes due 2046; and,

   -- Ba1 to $10,000,000 Million Class C Mezzanine Secured
      Deferrable Floating Rate Notes due 2046.

Moody's ratings of the Notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
Note's governing documents, and are based on the expected loss
posed to the Noteholders relative to receiving the present value
of such payments.  The ratings of the Notes reflect the credit
quality of the underlying assets--which consist primarily of cash
flow and synthetic RMBS assets -- as well as the credit
enhancement for the Notes inherent in the capital structure and
the transaction's legal structure.


GSR MORTGAGE: Fitch Puts BB Rating on $2.75-Mil Class B-4 Certs
---------------------------------------------------------------
Fitch rates GSR Mortgage Loan Trust, series 2006-9F, residential
mortgage pass-through certificates:

     -- $1,330,787,000 classes 1A-1, 2A-1, 3A-1, 4A-1 through 4A-
        5, 5A-1 through 5A-4, 6A-1, 6A-2, 7A-1, 8A-1, 9A-1 and A-X
        (senior certificates), 'AAA';

     -- $11,726,000 class M-1, 'AA+';

     -- $17,238,000 class B-1, 'AA';

     -- $7,584,000 class B-2, 'A';

     -- $4,137,000 class B-3, 'BBB';

     -- $2,758,000 class B-4, 'BB'; and

     -- $2,068,000 class B-5, 'B.'

The 'AAA' rating on the senior certificates reflects the 3.50%
subordination provided by the 0.85% class M-1, 1.25% class B-1,
0.55% class B-2, 0.30% class B-3, 0.20% privately offered class B-
4, 0.15% privately offered class B-5, and 0.20% privately offered
class B-6. Class B-6 is not rated by Fitch.  The ratings also
reflect the quality of the underlying collateral, the strength of
the legal and financial structures, and the master servicing
capabilities of Wells Fargo Bank, N.A., which is rated 'RMS1' by
Fitch.

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.
Classes 4A-1and 4A-5 are the exchangeable certificates.  All other
classes are regular certificates.

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.

On each distribution date when exchangeable certificates are
outstanding, principal distributions from the applicable related
certificates are allocated to the related exchangeable
certificates that are entitled to principal.  The payment
characteristics of the classes of exchangeable certificates will
reflect the payment characteristics of their related classes of
regular certificates.

As of the cut-off date, Oct. 1, 2006, the pool of loans consists
of 2,359 fixed-rate mortgage loans, which have 15-year through 30-
year amortization terms, with an approximate balance of
$1,379,058,850.  The mortgage pool has an average unpaid principal
balance of $584,595 and a weighted average FICO score of 742.  The
weighted average amortized current loan-to-value ratio is 70.22%.
Rate/Term and cash-out refinances represent 21.77% and 28.60%,
respectively, of the mortgage loans.  The states that represent
the largest geographic concentration of mortgaged properties are
California (35.53%), Florida (8.68%), Virginia (6.22%), and
Maryland (4.80%).  All other states comprise fewer than 5% of
properties in the pool.

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

GS Mortgage Securities Corp. purchased the mortgage loans from
each seller and deposited the loans in the trust, which issued the
certificates, representing undivided and beneficial ownership in
the trust.  For federal income tax purposes, the securities
administrator will cause multiple real estate mortgage investment
conduit elections to be made for the trust.  Wells Fargo Bank,
N.A. will act as securities administrator and U.S. Bank, N.A. will
serve as the trustee.


GUITAR CENTER: Solid Operations Cue Moody's to Lift Rating
----------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Guitar Center, Inc. to Ba2 and moved the rating outlook to stable
from positive.

The upgrade acknowledges Guitar Center's continued track record of
solid operating performance and the more recent reduction in
leverage as a result of all of its $100 million 4% Senior
Convertible Notes converting into common stock.

This rating is upgraded:

   -- Corporate family rating to Ba2 from Ba3.

The Ba2 corporate family rating and stable outlook is reflective
of Guitar Center's very narrow product focus in the music products
industry and its relatively moderate scale with fiscal 2005
revenues of nearly $1.8 billion, both attributes correlate to the
Ba rating category.

The rating also balances the company's very high seasonality,
which correlates to the B rating category, with its conservative
balance sheet and healthy profitability, which results in
predominantly investment grade credit metrics.

The corporate family rating is also supported by the company's
financial policies that are indicative of a Ba rating level. The
company has a history of modest debt financed acquisitions and its
external liquidity is provided by a $200 million asset based
revolver (unrated).

Lending further support to the rating category are the company's
national geographic diversification and market position as the
largest retailer of musical instruments and recording tools within
the United States, both of which are more indicative of an
investment grade rating category.  The company is very strongly
positioned in the Ba2 rating category.

However, the rating category is weighted down by the ongoing
challenges at its Music & Arts Center division, which currently
generates negative operating income, as well as the company's
desire to continue its high growth rate by expanding the Guitar
Center concept outside its historic demographic into secondary and
tertiary markets.  The secondary and tertiary markets generate a
lower level of sales and the company's high growth strategy
constrains the company's free cash flow generation to a level more
indicative of Caa rating category.

The stable outlook reflects Moody's expectation that Guitar Center
will likely continue to make modest debt financed acquisitions
while still maintaining predominantly investment grade credit
metrics.  It also reflects Moody's expectation that Guitar Center
will maintain good liquidity from external sources as free cash
flow will likely continue to be constrained by its store expansion
program.

Further positive ratings momentum would require the company to
maintain credit metrics at its current levels while bringing its
Music & Arts Center division to appropriate levels of
profitability and demonstrating that the secondary and tertiary
store formats will not erode the company's overall profitability.

Given the recent upgrade it is highly unlikely that ratings would
be downgraded.  However, ratings could move downward should the
company's liquidity deteriorate, financial policies become more
aggressive or operating performance decline such that Debt/EBITDA
rises above 4x or EBITA/Interest Expense falls below 4x.

Guitar Center, Inc. is the largest musical instrument and
recording tool retailer in the United States with over
280 retails stores and a direct response business.

It operates three distinct musical instruments retail businesses;
Guitar Centers, Musician's Friend, its direct response subsidiary,
and Music & Arts Center.

Total revenues for fiscal year ended January 28, 2006 were
approximately $1.8 billion.


H&R ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: H&R Electric, Inc.
        44039 North Groesbeck Highway
        Clinton Township, MI 48036

Bankruptcy Case No.: 06-55839

Chapter 11 Petition Date: October 30, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Charles J. Taunt, Esq.
                  Charles J. Taunt & Associates, PLLC
                  700 East Maple Road
                  Second Floor
                  Birmingham, MI 48009-6359
                  Tel: (248) 644-7800
                  Fax: (248) 647-5902

Total Assets: $1,368,028

Total Debts:  $4,139,793

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Allen Electric                             $478,055
31750 Plymouth Road
Livonia, MI 48151

IBEW Insurance Fund                        $338,977
2277 East 11 Mile Road
Warren, MI 48092

Brighton Electric Supply Co., Inc.         $247,689
c/o Samuel D. Sweet, Trustee
P.O. Box 757
Ortonville, MI 48462

Zervos Group                               $176,645
24724 Farmbrook Road
Southfield, MI 48037

National Time & Signal                     $132,367
28045 Oakland Oaks Court
Wixom, MI 48393

PM Technologies                             $80,772

Architectural Systems Group LLC             $78,213

Madison Electric                            $60,657

Medler Electric Company                     $54,643

Home Depot                                  $48,526

Wesco                                       $47,276

REK                                         $46,442

City Electric                               $44,853

ISM Electric                                $40,000

Caniff Electric                             $35,120

Park Metal                                  $29,578

GE Supply                                   $29,149

1 COMM                                      $23,467

National Electrical Benefit Fund            $18,897

Premier Electronics                         $16,744


HALCYON LOAN: Moody's Rates $16MM Cl. D Mezzanine Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service reported it has assigned these ratings
to notes issued by Halcyon Loan Investors CLO I, Ltd., a
collateral loan obligation:

   -- Aaa to the $270,000,000 Million Class A-1A First
      Priority Senior Secured Floating Rate Notes Due November
      20, 2020

   -- Aa1 to the $30,000,000 Million Class A-1B Second
      Priority Senior Secured Floating Rate Notes Due November
      20, 2020

   -- Aa2 to the $25,000,000 Million Class A-2 Third Priority
      Senior Secured Floating Rate Notes Due November 20, 2020

   -- A2 to the $20,000,000 Million Class B Fourth Priority
      Mezzanine Secured Deferrable Floating Rate Notes Due
      November 20, 2020

   -- Baa2 to the $18,000,000 Million Class C Fifth Priority
      Mezzanine Secured Deferrable Floating Rate Notes Due
      November 20, 2020

   -- Ba2 to the $16,000,000 Million Class D Sixth Priority
      Mezzanine Secured Deferrable Floating Rate Notes Due
      November 20, 2020

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

Halcyon Loan Investors, L.P. will be the collateral manager of the
transaction.


HALCYON STRUCTURED: Moody's Rates $16MM Class E Notes at Ba2
------------------------------------------------------------
Moody's Investors Service reported that it assigned ratings to
notes issued by Halcyon Structured Asset Management Long Secured
and Short Unsecured CLO 2006-1 Ltd.

These are the rating actions:

   -- Aaa to $261,600,000 Million Class A Senior Secured Floating
      Rate Notes, Due 2018;

   -- Aa2 to $28,000,000 Million Class B Senior Secured Floating
      Rate Notes, Due 2018;

   -- A2 to $22,000,000 Million Class C Senior Secured Deferrable
      Floating Rate Notes, Due 2018;

   -- Baa2 to $28,000,000 Million Class D Secured Deferrable
      Floating Rate Notes, Due 2018 and

   -- Ba2 to $16,000,000 Million Class E Secured Deferrable
      Floating Rate Notes, Due 2018.

Moody's ratings of the Notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
Note's governing documents, and are based on the expected loss
posed to the Noteholders relative to receiving the present value
of such payments.

The ratings of the Notes reflect the credit quality of the
underlying assets--which consist primarily of U.S. Dollar
denominated senior secured loans, second lien loans and structured
finance securities -- as well as the credit enhancement for the
Notes inherent in the capital structure and the transaction's
legal structure.  This cash-flow CLO is managed by Halcyon
Structured Asset Management L.P.


HUNTSMAN CORP: Moody's Rates Proposed $400MM Senior Notes at B3
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Huntsman
International LLC's, a wholly owned subsidiary of Huntsman
Corporation, proposed $400 million senior subordinated notes.
Moody's also assigned Loss Given Default Assessment of LGD6 to
these notes in accordance with its Loss-Given-Default rating
methodology that was initially implemented at the end of September
2006.

Proceeds from the private offering of the proposed US dollar and
euro denominated notes will be used to redeem part of the
company's outstanding 10 1/8% senior subordinated notes due 2009.
The corporate family ratings of B1 for both HI and HC were
affirmed and the rating outlooks for both companies remain
developing.

These summarizes the ratings activity:

   * Huntsman International LLC

     -- Proposed Sr. Sub Notes, $400 million, due 2013 and 2014,
        B3, LGD6, 91%

The proposed transaction is a modest credit positive for HC as it
will reduce the company's interest expense by redeeming high
coupon debt.  The rating outlook was changed to developing from
positive in March 2006 after HC's management announced plans to
separate HC's Base Chemicals and Polymer segments from HC's
differentiated segments.

The developing outlook reflects the possibility of additional
transactions, over the medium term, to further separate the
company.  The outlook also reflects that the ratings may change
subject to the development of a more formal debt structure and
financial philosophy for the remaining businesses to be held at
the differentiated segments.

Moody's believes the decision to pursue a split by HC's management
was prompted by ongoing concern over stock price valuation along
with the receipt of an indication of interest from an outside
party, occurring in late 2005, regarding an acquisition of all of
the outstanding stock of HC.  Moody's continues to believe that
objectives for incremental debt reduction approaching $1.45
billion by the end of 2007 are possible.  Upon completion of debt
reduction with proceeds of the proposed sale of Huntsman's
European Commodities Business to SABIC, the ratings outlook may
move to positive.

The notching of the proposed senior subordinated notes at B3 and
LGDA of LGD6 take into consideration the unconditional guarantees,
on a subordinated basis, from all of HI's domestic subsidiaries
and certain foreign subsidiaries.

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

Huntsman Corporation is a global manufacturer of differentiated
and commodity chemical products.  Huntsman's products are used in
a wide range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining and synthetic fiber
industries.  Huntsman had revenues for the twelve months ended
September 30, 2006 of $11 billion (after UK Base Chemical and
Polymer Divestiture).


ICEWEB INC: Posts $1.04 Mil. Net Loss in 2006 Third Fiscal Quarter
------------------------------------------------------------------
IceWeb, Inc. has filed its third fiscal quarter financial
statements for the three-month period ended June 30, 2006 with the
Securities and Exchange Commission.

For the quarter ended June 30, 2006, IceWeb reported a $1,040,201
net loss on $835,555 of revenues, compared to a $102,079 net loss
on $2,049,483 of revenues for the same period in 2005.

At June 30, 2006, the company's balance sheet showed $2,001,994 in
total assets, $1,918,689 in total liabilities, and $83,305 in
stockholders' equity.  Additionally, accumulated deficit at June
30, 2006 stood at $9,058,619.

At June 30, 2006, the company's balance sheet also showed strained
liquidity with $788,949 in total current assets available to pay
$1,689,001 in total current liabilities.

A full-text copy of the company's third fiscal quarter report is
available for free at:

           http://researcharchives.com/t/s?1435

                      Going Concern Doubt

As reported in the Troubled Company Reported on Jan. 24, 2006,
Sherb & Co., LLP, expressed substantial doubt about IceWeb, Inc.'s
ability to continue as a going concern after it audited the
company's financial statements for the fiscal years ended
Sept. 30, 2005 and 2004.  The auditing firm pointed to the
company's net losses for fiscal year 2005 and 2004.

                           About IceWEB

Headquartered in Herndon, Virginia, IceWeb, Inc. --
http://www.iceweb.com/-- is a diversified technology company.
The company is a provider of hosted web-based collaboration
solutions that enable organizations to establish Internet,
Intranet, and email/collaboration services with little or no
up-front capital investment. . The company also provides
consulting services to larger enterprise and government customers
including network infrastructure, enterprise email/collaboration,
and Internet/Intranet portal implementation and support services.
The company also markets an array of information technology
services and third party computer network hardware and software to
large enterprise and government clients.


INLAND FIBER: Court Approves Dechert as Bankruptcy Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Inland Fiber Group, LLC, and its debtor-affiliate, Fiber Finance
Corp., to employ Dechert LLP as their bankruptcy counsel.

As reported in the Troubled Company Reporter on Sept. 1, 2006,
Dechert is expected to:

    a. provide legal advice with respect to the Debtors' powers
       and duties as debtors-in-possession in the continued
       operation of their business and management of their
       properties;

    b. take all necessary action to protect and preserve the
       estates of the Debtors, including prosecuting actions on
       the Debtors' behalf, defending any actions commenced
       against the Debtors, negotiating disputes in which the
       Debtors are involved, and preparing objection to claims
       filed against the Debtors' estates;

    c. prepare on behalf of the Debtors, as debtors-in-
       possession, all necessary motions, applications, answers,
       orders, reports, and other papers in connection with the
       administration of the Debtors' estates;

    d. negotiate and draft any agreements for the sale or
       purchase of any assets of the Debtors, if appropriate;

    e. negotiate and draft a plan of reorganization and all
       documents related thereto, including, but not limited to,
       disclosure statements and related solicitation papers;

    f. take all steps necessary to confirm and implement a plan
       of reorganization, including, if necessary, modifications
       thereof and negotiate financing therefor; and

    g. perform all other necessary and appropriate legal services
       in connection with the prosecution of the Debtors' chapter
       11 cases.

The Debtors disclosed that attorneys at Dechert bill between $250
to $875 per hour while paralegals bill between $145 to $220 per
hour.

Glenn E. Siegel, Esq., a partner at Dechert, assured the Court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Mr. Siegel can be reached at:

         Glenn E. Siegel, Esq.
         Dechert LLP
         30 Rockefeller Plaza
         New York, NY 10112-2200
         Tel: (212) 698-3500
         Fax: (212) 698-3599
         http://www.dechert.com/

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


L&M VIDEO: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: L & M Video Productions, Inc.
        dba WNGT TV
        P.O. Box 1362
        Toledo, OH 43603

Bankruptcy Case No.: 06-33114

Type of Business: The Debtor operates the WNGT-TV station in
                  Toledo, Ohio.  See http://www.wngt.com/

                  The Debtor filed for chapter 11 protection on
                  May 19, 2006 (Bankr. N.D. Ohio Case No.
                  0631157).

Chapter 11 Petition Date: October 30, 2006

Court: Northern District of Ohio (Toledo)

Judge: Richard L. Speer

Debtor's Counsel: Grady L. Pettigrew, Jr., Esq.
                  Pettigrew & Associates, LLC
                  115 West Main, Suite 400
                  Columbus, OH 43215-5099
                  Tel: (614) 224-1113
                  Fax: (614) 228-0701

Estimated Assets: $1,917,750

Estimated Debts:  $1,185,975

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Gary & Karen Stewart             Commercial Lease        $200,000
24 East Woodruff Avenue
Toledo, OH 43624

Alice V. Farley Trust            Business Loan           $140,000
c/o David Rohrbacker
405 Madison Avenue, 8th Floor
Toledo, OH 43604

Mildred Clark                    Business Loan           $113,000
11 South Centennial Road
Holland, OH 43528

Eastman & Smith                  Professional Services    $43,000
One Seagate 24th Floor
Toledo, OH 43604

Melvin E. Harbaugh               Business Loan            $41,365
c/o David Rohrbacker
405 Madison Avenue, 8th Floor
Toledo, OH 43604

The Toledo Journal               Business Loan            $30,000

Palace Sports and                Programming Rights       $26,000
Entertainment, Inc.

Kevin Kenney & Associates        Professional Services    $15,000

John Gray & Co.                  S/H Tax Consultant       $13,500

American Tower                   Trade Debt               $12,600

John Lepre                       Business Loan             $7,700

WNWO-TV24                        Trade Debt                $5,500

B&J Video, Inc.                  Trade Debt                $5,310

Warner Brothers Television       Programming Rights        $5,200

Keith Mitchell                   Professional Services     $4,000

Robert Culp                                                $3,500

James Winston                    Professional Services     $3,000

Robert Webb                                                $2,500

Steve Coran                      Professional Services     $2,500

Poggermeyer Engineering          Professional Services     $2,300


LEHMAN MORTGAGE: Fitch Assigns B Rating to $3 Mil Class B7 Certs
----------------------------------------------------------------
Fitch rates Lehman Mortgage Trust $751.7 million mortgage pass-
through certificates, series 2006-7:

     -- $702.3 million classes 1-A1 through 1-A10, 2-A1 through 2-
        A11, 3-A1 through 3-A7, 4-A1, 4-A2, 5-A1 through 5-A8, AP,
        AX, and R 'AAA';

     -- $17 million class M 'AA+';

     -- $10.2 million class B1 'AA';

     -- $8.3 million class B2 'A';

     -- $3 million class B3 'A-';

     -- $3.8 million class B4 'BBB';

     -- $1.5 million class B5 'BBB-';

     -- $2.6 million class B6 'BB';

     -- $3 million class B7 'B';

The 'AAA' rating on the senior certificates reflects the 6.90%
total credit enhancement provided by the 2.25% class M, the 1.35%
class B1, the 1.10% class B2, the 0.40% class B3, the 0.50% class
B4, the 0.20% class B5, the 0.35% class B6, and the 0.40% class
B7, as well as the non-rated 0.35% class B8.

Fitch believes that the amount of credit enhancement will be
sufficient to cover credit losses, including limited bankruptcy,
fraud and special hazard losses.  In addition, the ratings reflect
the quality of the mortgage collateral, the strength of the legal
and financial structures, and the master servicing capabilities of
Aurora Loan Services LLC (rated 'RMS1-' by Fitch) and the primary
servicing capabilities of Aurora Loan Services LLC, and IndyMac
Bank, F.S.B.

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.
Classes 1-A4, 1-A10, 2-A1, 2-A2, 2-A3, 3-A1, 5-A1, 5-A6, 5-A7, 5-
A8 are the exchangeable certificates.  Classes 1-A7, 1-A8, 1-A9,
2-A6 through 2-A11, 3-A5, 3-A6, 3-A7, 5-A2 through 5-A5 are the
regular certificates.

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.

On each distribution date when exchangeable certificates are
outstanding, principal distributions from the applicable related
certificates are allocated to the related exchangeable
certificates that are entitled to principal.  The payment
characteristics of the classes of exchangeable certificates will
reflect the payment characteristics of their related classes of
regular certificates.

The aggregate mortgage pool trust consists of 3,409 fixed-rate,
conventional, first lien residential mortgage loans, substantially
all of which have original terms to stated maturity of 30 years.
As of the cut-off date (Oct. 1, 2006), the mortgages have an
aggregate principal balance of approximately $754,351,721.  The
mortgage pool has a weighted average original loan-to-value ratio
of 72.80%, a weighted average coupon of 7.134%, and a weighted
average remaining term of 351.

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

The mortgage loans were primarily originated or acquired by
IndyMac Bank, F.S.B, Lehman Brothers Bank, FSB, and GE Capital
Mortgage Services, Inc.

Structured Asset Securities 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 multiple real estate mortgage
investment conduits.


MASTR INC: Fitch Rates $3.7 Million Class B-2 Certificates at BB
----------------------------------------------------------------
Mortgage Asset Securitization Transactions, Inc., $234.9 million
MASTR Specialized Loan Trust 2006-03, mortgage pass-through
certificates, is rated by Fitch Ratings:

     -- $181,294,000 class A (senior certificates) 'AAA';

     -- $8,760,000 class M-1 'AA+';

     -- $8,152,000 class M-2 'AA';

     -- $5,110,000 class M-3 'AA-';

     -- $4,501,000 class M-4 'A+';

     -- $4,380,000 class M-5 'A';

     -- $4,258,000 class M-6 'A-';

     -- $3,771,000 class M-7 'BBB+';

     -- $2,433,000 class M-8 'BBB';

     -- $3,285,000 class M-9 'BBB-';

     -- $5,231,000 class B-1 'BB+';

     -- $3,760,325 class B-2 'BB'.

Credit enhancement for the 'AAA' class A certificates reflects the
26.15% total credit enhancement provided by the 3.60% class M1,
the 3.35% class M2, the 2.10% class M3, the 1.85% class M4, the
1.80% class M5, the 1.75% class M6, the 1.55% class M7, the 1.00%
class M8, the 1.35% class M9, the 2.15% class B1, the 1.55% class
B2, as well as the 4.10% target overcollateralization and monthly
excess interest.  In addition, the ratings on the certificates
reflect the quality of the underlying collateral and Fitch's level
of confidence in the integrity of the legal and financial
structure of the transaction.

The mortgage pool consists of fixed- and adjustable-rate mortgage
loans secured by first and second liens on one- to four-family
residential properties, with an aggregate principal balance of
$243,348,055. As of the cut-off date, Oct. 1, 2006, the mortgage
loans had a weighted average original loan-to-value ratio of
82.61%, current loan-to-value ratio of 82.24%, weighted average
current FICO score of 640, weighted average coupon of 7.56%, and
an average principal balance of $148,837.  Single-family
properties account for approximately 77% of the mortgage pool,
two- to four-family properties 9.66%, and condos 8.43%.  Owner
occupied properties make up 86.89% of the pool.  The states that
represent the largest portion of mortgage loans are California
(21.18%), Florida (10.77%), and Delaware (5.86%).  All other
states represent less than 5% of the pool 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 Securitization Transactions, Inc. deposited the
loans into the trust, which issued the certificates, representing
beneficial ownership in the trust.  For federal income tax
purposes, the Trust Fund will consist of multiple real estate
mortgage investment conduits.  Deutsche Bank National Trust
Company will act as trustee.  GMAC Mortgage Corporation, rated
'RSS1-' by Fitch, and Wells Fargo Bank N.A., rated 'RSS2+', will
act as servicers for this transaction, with Wells Fargo Bank N.A.,
rated 'RMS1,' acting as master servicer.


MCCARTY COMPANY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: The McCarty Company, Inc.
        1801 H Street, Suite B1-190
        Modesto, CA 95354

Bankruptcy Case No.: 06-90667

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                       Case No.
      ------                       --------
      McCarty Partners             06-90668
      Patrick N. McCarty           06-90669

Chapter 11 Petition Date: October 30, 2006

Court: Eastern District of California (Modesto)

Judge: Robert S. Bardwil

Debtors' Counsel: David C. Johnston, Esq.
                  1020 15th Street, Suite 10
                  Modesto, CA 95354-1132
                  Tel: (209) 578-9009
                  Fax: (209) 578-5909

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.


MORGAN STANLEY: Subprime Deals Cue Moody's to Chip Low-B Ratings
----------------------------------------------------------------
Moody's Investors Service has downgraded ten tranches issued by
Morgan Stanley Dean Witter Capital I, Inc.  The underlying
collateral for these subprime deals consists of adjustable and
fixed rate residential mortgage loans that were originated by New
Century Mortgage Corporation.

The downgrades are based on the low credit enhancement levels
compared to the current loss projections.  These deals are not
performing as anticipated due to the rising loss severities,
delinquency rates, and cumulative realized loss percentages.

Also, the overcollateralization amount continues to decline
causing the lower tranches to be more vulnerable to defaults.

Complete rating actions are:

   * Issuer: Morgan Stanley Dean Witter Capital I Inc., Series
     2001-NC4

     -- Class B-1, Downgraded from Baa3 to B1.

   * Issuer: Morgan Stanley Dean Witter Capital I Inc., Series
     2002-NC1

     -- Class B-1, Downgraded from Ba1 to B1.

   * Issuer: Morgan Stanley Dean Witter Capital I Inc., Series
     2002-NC3

     -- Class B-1, Downgraded from Baa2 to Ba3.
     -- Class B-2, Downgraded from Baa3 to B1.

   * Issuer: Morgan Stanley Dean Witter Capital I Inc., Series
     2002-NC4

     -- Class B-1, Downgraded from Baa2 to Baa3.
     -- Class B-2, Downgraded from Baa3 to B1.

   * Issuer: Morgan Stanley Dean Witter Capital I Inc., Series
     2002-NC5

     -- Class B-1, Downgraded from Baa2 to Ba1.
     -- Class B-2, Downgraded from Baa3 to B2.

   * Issuer: Morgan Stanley ABS Capital I Inc., Series 2002-NC6

     -- Class B-1, Downgraded from Baa2 to Ba2.
     -- Class B-2, Downgraded from Baa3 to B2.


NOBLE DREW: Court Okays Slochowsky & Rappaport as Special Counsel
-----------------------------------------------------------------
The Honorable James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York in Manhattan gave Noble Drew Ali
Plaza Housing Corp., authority to employ:

   -- Slochowsky & Slochowsky as its special litigation counsel
      to commence certain nonpayment proceedings, and

   -- Rappaport, Hertz, Cherson & Rosenthal, P.C., as special
      litigation counsel to commence certain holdover
      proceedings.

As reported in the Troubled Company Reporter on Sept. 15, 2006,
The Court authorized and approved a management agreement between
the Debtor and Wavecrest Management Team Ltd. for its property.

Under the management agreement, Wavecrest is authorized to:

   a. manage the Debtor's Property;

   b. collect all rents that accrue from tenants, lawful
      residents, or governmental agencies; and

   c. commence eviction proceedings against any person in
      possession of an apartment belonging to the Debtor who has
      failed to comply with his obligation to pay rent.

The management agreement also authorizes Wavecrest to initiate:

   a. nonpayment proceedings against tenants or residents for
      nonpayment of rent that accrued and remains unpaid on or
      after June 1, 2006; and

   b. initiate holdover proceedings against any residents who are
      not lawful occupants of their apartments.

Records maintained by Wavecrest indicate that:

   -- more than 70 tenants or residents have failed to pay rent
      since June 1, 2006; and

   -- no fewer than 100 residents are not lawful occupants of
      their respective apartments.

Based on these determinations, Wavecrest and the Debtor have
deemed it necessary and beneficial to employ the services of
Slochowsky and Rappaport as special litigation counsel.

The commencement of the non-payment proceedings and holdover
proceedings will benefit the Debtor's efforts to sell its real
property and increase its cash flow.

                       Slochowsky Retention

Slochowsky is expected to:

   (a) give legal advice with respect to initiating every
       nonpayment proceeding, including filing of the petition,
       discovery, settlement, trial, and, if necessary, eviction;

   (b) prepare, on behalf of the Debtor, all necessary
       applications, pleadings, motions, and other legal
       documents required to litigate every nonpayment
       proceeding;

   (c) perform all legal services for the Debtor, which may be
       necessary to conclude every nonpayment proceeding;

   (d) appear at all hearings, court appearances, pre-trial
       conferences, depositions (if necessary), meetings, and
       trial; and

   (e) perform any other tasks required or requested by the
       Debtor in order to facilitate a resolution of each and
       every nonpayment proceeding.

Slochowsky will be paid its usual and customary fees for services
rendered.  Papers filed with the Court did not indicate the Firm's
hourly rates.

Slochowsky neither represents nor has any interest adverse to the
Debtor's case or with respect to the matters in which it is to be
retained.

                        Rappaport Retention

Rappaport is expected to:

   (a) give legal advice with respect to commencing every
       holdover proceeding including filing the petition,
       discovery, settlement, trial, and if necessary,
       eviction;

   (b) prepare, on behalf of the Debtor, all necessary
       applications, pleadings, motions, and other legal
       documents required to litigate every holdover
       proceeding;

   (c) perform all legal services for the Debtor, which may be
       necessary to conclude every holdover proceeding;

   (d) appear at all hearings, court appearances, pre-trial
       conferences, depositions (if necessary), meetings, and
       trial;

   (e) collaborate with various local, city and state law
       enforcement agencies where and when appropriate; and

   (f) perform any other tasks required or requested by the
       Debtor in order to facilitate a resolution of every
       holdover proceeding.

Rappaport will be paid its usual and customary fees for services
rendered.  Papers filed with the Court did not indicate the Firm's
hourly rates.

Rappaport neither represents nor has any interest adverse to the
Debtor's case or with respect to the matters in which it is to be
retained.

                        About Noble Drew

Headquartered in Brooklyn, New York, Noble Drew Ali Plaza Housing
Corp., filed for chapter 11 protection on March 25, 2005 (Bankr.
S.D.N.Y. Case No. 05-11915).  Gerard R. Luckman, Esq., at
Silverman Perlstein & Acampora, LLP, represents the Debtor.
Martin G. Bunin, Esq., at Alston & Bird LLP represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$43,500,000 and total debts of $18,639,981.


NORTHWEST AIRLINES: Wants Boeing 787 Aircraft Agreements Approved
-----------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
and authorize the implementation of a Term Sheet among the
Debtors, The Boeing Company, and Boeing Capital Loan Corporation.

The Debtors also seek permission from the Court to file the
agreements under seal to protect highly sensitive commercial
information, including the original and amended terms of the
financings provided by Boeing, the amounts of the credits to be
issued by Boeing to make improvements on certain aircraft, and
terms concerning the purchase of 787 Aircraft.

Northwest Airlines, Inc., and The Boeing Company and Boeing
Capital Loan Corporation are parties to agreements for the
purchase of several Boeing model 787 aircraft.

Northwest Airlines also entered into a joint agreement with
Boeing and Rolls-Royce plc, pursuant to which Boeing and Rolls-
Royce agreed to facilitate Northwest's acquisition of the 787
aircraft.

The acquisition of the new 787 Aircraft for Northwest's fleet is
important for its future operations and business plans, both to
replace aircraft that are being retired from its fleet, and to
open new market opportunities that it is not currently equipped
to serve profitably, Mark C. Ellenberg, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, relates.

                    Prepetition Agreements

Under the Joint Agreement, Boeing's commitment to facilitate the
acquisition of the 787 aircraft may be affected by the status of
the prepetition loans provided by Boeing to the Debtor and of the
other prepetition agreements between them, Mr. Ellenberg tells
Judge Gropper.

Northwest and Boeing are parties to prepetition finance and
security agreements, pursuant to which Northwest obtained loans
from Boeing secured by these collateral:

    -- three Boeing model 747-400 aircraft with Tail Nos. N667US,
       N668US and N670US and two spare Pratt & Whitney model
       PW4056 engines;

    -- three Boeing model 757 aircraft with Tail Nos. N591NW,
       N592NW and N593NW;

    -- certain accounts receivable;

    -- common stock in certain regional carriers; and

    -- certain equipment, including certain aircraft, spare
       engines and spare aircraft parts.

From time to time, the parties have entered into stipulations
extending the Section 1110 period with respect to the 757
Aircraft, under which the Debtor made certain payments to Boeing,
which were applied in accordance with the applicable loan
agreements.  The 747 Loan is not subject to Section 1110 of the
Bankruptcy Code.

The A/R Loan, the Stock Loan, and the Equipment Loan are cross-
collateralized, and are also secured by Northwest Airlines'
rights in the 787 Purchase Agreement.

Under the A/R Loan, Northwest borrowed funds from Boeing on a
revolving basis, with borrowing limits based upon the value of
the receivables that serve as collateral under the agreement.
The collateral includes:

   (a) receivables the obligor of which is American Express
       Travel Related Services Company, Inc.;

   (b) receivables arising from the shipment of freight or
       cargo, both billed and unbilled;

   (c) receivables arising from the air transportation of
       passengers, excluding, however, Amex Receivables and all
       receivables, the obligor of which is a credit card
       company other than American Express; and

   (d) certain rights relating to the receivables.

Since the Debtors' bankruptcy filing, all proceeds of the
prepetition receivables that have been collected in certain
designated accounts and that secure the A/R Loan have been
collected and placed into a designated cash collateral account.

At all times from and after the Debtors' bankruptcy filing, the
aggregate value of the collateral securing the prepetition loans
has exceeded, and currently exceeds, the aggregate amount
outstanding under the loans.

                          Term Sheet

To further its reorganization efforts, Northwest Airlines has
negotiated with Boeing to facilitate its acquisition of the 787
Aircraft and to restructure certain of the prepetition financing
arrangements.

The parties' negotiations culminated in the execution of a
Restructuring Term Sheet/Northwest Airlines/Boeing dated
Oct. 19, 2006.

(a) Assumption of 787 Purchase Agreement

Pursuant to the Term Sheet, Northwest will assume the 787
Purchase Agreement and will pay all unpaid pre-delivery deposits
owing under the agreement.  The Debtor's promise to perform its
obligations under the agreement will serve as adequate assurance
of its future performance.

In the event of any breach of the 787 Purchase Agreement prior to
the effective date of a reorganization plan, or in certain
liquidation events, Boeing's damages in any event would be
limited.

(b) Continuing Obligations under Prepetition Loans

Northwest Airlines agrees to pay all past due, scheduled
principal payments and accrued and unpaid interest, at the non-
default rate, under the 747 Loan.  The 747 Loan will remain as in
effect prior to the Petition Date, and the Debtor will make all
payments as they become due.

In addition, the Debtor and Boeing will amend the 757 Loans to
reduce the principal indebtedness relating to each 757 Loan and
to modify the amortization schedules correspondingly.  After
giving effect to the amendment, the value of the collateral
securing each 757 Loan will exceed the aggregate amount
outstanding under the loan.

The reduction of the 757 Loan indebtedness will be reversed if
Northwest Airlines confirms a plan of reorganization that does
not provide for treatment of the financings from Boeing or the
787 Purchase Agreement in a manner consistent with the Term
Sheet.  Boeing will be entitled to an allowed, non-priority
unsecured claim equal to the amount of reduction in principal.

With respect to the Equipment Loan, Northwest will pay all past
due, scheduled principal payments and all accrued and unpaid
interest, at the non-default rate, and will continue to perform
its obligations under it.

(c) Credit Advances under A/R Loan

Northwest will grant Boeing a first priority security interest in
its postpetition receivables of the same type as the prepetition
collateral securing the A/R Loan, but excluding passenger
facility charges prior to the effective date of its plan of
reorganization.

Boeing will make a new advance of credit under the A/R Loan, and
the Debtor will use the new advance and the prepetition cash
collateral to repay the outstanding principal balance and accrued
and unpaid interest, at the non-default rate, under the A/R Loan
and the Stock Loan, without premium or penalty.  Boeing will
release the remaining prepetition cash collateral from its
security interest, and the funds will become part of the Debtor's
unrestricted cash.  The Stock Loan will be terminated for all
purposes and Boeing will release its security interests in the
stock collateral thereunder.

Thereafter, Boeing will continue to advance revolving credit to
Northwest Airlines in accordance with the A/R Loan agreement,
provided that:

   (i) the maximum amount of credit available will be limited to
       the principal amount outstanding under the A/R Loan on the
       Petition Date; and

  (ii) prior to the effective date of a plan of reorganization in
       the Debtor's case, the borrowing base for the A/R Loan
       will not include passenger facility charges.

(d) Loans Deemed Postpetition Financings

Each of the prepetition loans, other than the Stock Loan, will be
deemed a postpetition financing, and Boeing will receive the
rights and protections customarily provided to a postpetition
credit provider, including:

     * a superpriority administrative claim under Section
       364(c)(1) with respect to any claim arising from any
       failure by Northwest to perform its obligations under the
       A/R Loan, and

     * a Section 507(b) priority claim with respect to any other
       failure by the Debtor to perform its postpetition
       obligations under the loans.

Mr. Ellenberg tells the Court that Boeing is unwilling to provide
postpetition credit under the A/R Loan, and Northwest is unable
to refinance the Equipment Loan, the 757 Loan, or the 747 Loan on
an unsecured or superpriority basis.  Thus, he says, continuing
Boeing's prepetition security interests in the collateral is
appropriate as Northwest continues to perform postpetition under
the loans.

The automatic stay will be modified to permit Boeing, upon three
business days' notice to the Debtor after the occurrence of an
Event of Default after approval of the Term Sheet, to exercise
all of its rights and remedies without further Court order.

(e) Other Terms

The parties have agreed to resolve certain of Boeing's claims
against Northwest Airlines:

   (i) Boeing's reclamation claim will be allowed as an
       administrative claim for $145,301; and

  (ii) Boeing's claim for goods and services it provided
       prepetition will be allowed as a general unsecured claim
       for $1,354,800.

In the event it assumes an executory contract associated with the
general unsecured claim, the Debtor will not be required to cure
the obligation underlying the claim as part of the assumption.

Moreover, Boeing will issue a credit to the Debtor to cover the
first portion of the purchase price of certain upgrades to a
number of other Boeing-manufactured aircraft currently in the
Debtor's fleet, which is necessary for the Debtor to enhance the
operating capabilities of the aircraft.

                 Term Sheet Favorable to Debtors,
                      Financial Advisor Says

Gregory S. Ethier, senior vice president of Seabury Group /
Seabury Transportation Advisors LLC, Northwest's strategic and
financial advisor, asserts that the Term Sheet is favorable to
the Debtors, their estates and creditors, in that it will enable
Northwest Airlines to:

   (i) acquire the 787 Aircraft through assumption of the 787
       Purchase Agreement and Boeing's affirmation of the Joint
       Agreement;

  (ii) free significant amounts of restricted cash through
       release of the prepetition A/R Loan collateral;

(iii) obtain additional postpetition financing under the A/R
       Loan;

  (iv) obtain substantial savings for the estate through
       reduction of the debt outstanding on the 757 Loans;

   (v) upgrade the capability of several aircraft in its fleet
       through Boeing's issuance of credits for a portion of the
       purchase price for such upgrades; and

  (vi) resolve existing issues and claims between the parties.

Mr. Ethier asserts that absent the integrated agreements embodied
in the Term Sheet, Northwest would be exposed to a number of
undesirable risks:

    -- Northwest would not be able to perform its obligations
       under the 787 Aircraft purchase agreement, which would
       result in the loss of access to needed aircraft
       deliveries, the exposure to a substantial claim by Boeing,
       and Boeing's retention of significant pre-delivery
       payments already paid by the Debtor;

    -- Boeing would be able to exercise Section 1110 rights to
       repossess three Boeing model 757-300 aircraft currently
       in revenue service that at the moment enjoy only a very
       short-term consensual extension under Section 1110(b); and

    -- Boeing would demand adequate protection in respect of the
       other aircraft and collateral that secure the Debtor's
       obligations under its prepetition loans.

Mr. Ethier asserts that the consummation of the transactions
contemplated in the Term Sheet is in the best interest of
Northwest and its estate and will enhance the prospect of a
successful reorganization.

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 43; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NORTHWEST AIRLINES: Seeks Approval for Rolls-Royce Pact
-------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates ask authority
from the U.S. Bankruptcy Court for the Southern District of New
York to:

    -- implement the Rolls-Royce Agreement pursuant to Sections
       107, 363, 364, and 365 of the Bankruptcy Code;

    -- to obtain postpetition financing, for a portion of the
       advance payment base price of the 787 aircraft, known as
       PDP Agreement, as amended by the Rolls-Royce Agreement,
       pursuant to Section 364;

    -- assume the Engine Agreements, as amended, pursuant to
       Section 365(a) of the Bankruptcy Code; and

    -- file the Rolls-Royce Agreement, related agreements and
       final financing agreements under seal, to protect
       confidential information.

In contemplation that the Boeing model 787 aircraft it will
purchase from Boeing Company and Boeing Capital Loan Corporation
will be powered by Rolls-Royce engines, Northwest Airlines, Inc.,
entered into agreements with Rolls-Royce plc, Rolls-Royce North
America, Inc., and Rolls-Royce Total Care Services Limited for:

   (a) the purchase of five spare engines, support equipment,
       services and spare parts;

   (b) the provision by Rolls-Royce of warranties and guarantees
       with respect to the engines; and

   (c) the leasing of additional engines while purchased engines
       are undergoing maintenance.

In addition, Northwest Airlines entered into a joint agreement
with Rolls-Royce and Boeing, pursuant to which they agreed to
facilitate its acquisition of the 787 aircraft.

Rolls-Royce also agreed to facilitate:

   -- Northwest's acquisition of five spare engines pursuant to a
      Spare Financing Engine Agreement, as well as

   -- the financing for a portion of the advance payment base
      price of the 787 aircraft pursuant to a PDP Agreement.

As of their bankruptcy filing, Northwest had not obtained any
financing under the PDP Agreement.  Under the existing PDP
Agreement, Rolls-Royce is not required to facilitate any financing
while Northwest's bankruptcy proceeding is pending.

                   The Rolls-Royce Agreement

Pursuant to an Agreement dated October 19, 2006, Northwest and
Rolls-Royce have agreed on terms and conditions upon which:

   (i) Rolls-Royce will facilitate postpetition financing under
       the PDP Agreement during Northwest's bankruptcy case,

  (ii) Northwest will assume each of the Engine Agreements, as
       amended, and

(iii) Rolls-Royce will affirm each of its commitments to
       facilitate Northwest's acquisition of the 787 aircraft and
       spare engines.

Pursuant to the Rolls-Royce Agreement, the Debtor and Rolls-Royce
have agreed to amend the PDP Agreement to provide for
facilitation of the financing during Northwest's bankruptcy case.

The loans will be secured by first priority security interests in
Northwest's rights under the 787 Purchase Agreement with respect
to the aircraft financed.

The loans will be guaranteed by NWA Corp., and will be secured by
all of Northwest's rights under the Purchase Agreement for the
aircraft for which the financing is provided, including all
credit memoranda and other purchasing concessions.

The interest rate under the loans will be favorable for Northwest
Airlines, and the loans will be repayable on the delivery date of
the relevant aircraft, Mark C. Ellenberg, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, relates.

Certain of the Engine Agreements contemplated that Northwest and
Rolls-Royce would agree on certain parameters following entry
into the agreements, including parameters in a matrix adjusting
the hourly maintenance rate based upon actual engine utilization.
Pursuant to amendments to the Engine Agreements, the parties have
agreed on the parameters and certain other technical
modifications.

The Debtor and Rolls-Royce have also agreed upon a limitation of
damages should the Debtor breach the assumed Engine Agreements,
which may occur if the Debtor fails to successfully reorganize.
In such an event, Rolls-Royce's administrative claims will be
limited to, and will be satisfied in full by, the retention of
all advance payments and other payments made by Northwest from
time to time for the purchase of spare engines, including any
prepetition payments.

All claims and damages incurred under the assumed Engine
Agreements as a result of the breach that are not satisfied by
the retention of the advance payments, if any, will be treated as
prepetition, non-priority unsecured claims in Northwest's
bankruptcy case.

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 43; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NORTHWEST AIRLINES: Wants to Implement Settlement Terms Under DIP
-----------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Southern
District of New York to implement settlement terms relating to the
final payoff amount due under the $975,000,000 Second Amended and
Restated Credit and Guarantee Agreement dated as of April 15,
2005.

On Aug. 8, 2006, Judge Gropper entered a final order authorizing
the Debtors to obtain up to $1,225,000,000 of DIP financing from
Citicorp USA, Inc., and other lenders.  The Debtors used the
proceeds of the financing to repay the $983,700,000 principal and
interest outstanding under the Prepetition Credit Agreement.

JPMorgan Chase Bank, N.A., as administrative agent under the
Prepetition Credit Agreement, however, demanded an additional
$55,000,000 to $60,000,000 on account of a $19,500,000 prepayment
fee, default interest, and additional interest due to their
alleged inability to elect Eurodollar loans, interest on
interest, and other amounts.  The Debtors disputed JPMorgan's
demands.

Pursuant to a Court-approved stipulation, the Debtors deposited
$59,792,291 in an interest-bearing segregated account for the
benefit of JPMorgan and the Prepetition Lenders to the extent the
Disputed Amounts are determined to be payable under the
Prepetition Credit Agreement.

On Sept. 20, 2006, Northwest Airlines, Inc., and JPMorgan, on
behalf of the Prepetition Lenders, signed a letter agreement
pursuant to which they agreed in principle on the full, final and
complete settlement of the Disputed Amounts.

The Debtors agree to pay from the Segregated Account:

   (i) $23,000,000 to JPMorgan for distribution to the
       Prepetition Lenders:

        -- $6,250,000 in prepayment fee,

        -- $11,500,000 in interest on account of the Eurodollar/
           ABR interest rate differential and interest thereon,
           and

        -- $5,250,000 in default interest;

  (ii) Wachtell, Lipton, Rosen & Katz's fees and expenses as
       counsel to JPMorgan, amounting to $425,000 as of
       September 30, 2006;

(iii) $260,899 as reimbursement to certain Prepetition Lenders
       for fees and expenses paid to L.E.K. Consulting, Inc.,
       consultant to JPMorgan; and

  (iv) $18,038 to JPMorgan for its prepetition expenses.

The Debtors will also pay interest on the agreed amounts from
Aug. 21, 2006, to the payment date, at the interest rate earned
on the funds deposited in the Segregated Account.

Funds remaining in the Segregated Account after the settlement
amounts have been paid in full will be made available to the
Debtors.

Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, tells the Court that the terms and conditions of the
Letter Agreement are fair and reasonable, and in the best
interests of the Debtors, their estates and their creditors.  He
notes that the nearly $24,000,000 in settlement payments
represent less than half of the amount sought by JPMorgan.

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 43; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


OWENS CORNING: Plan Takes Effect, Emerges from Chapter 11
---------------------------------------------------------
Owens Corning's Plan of Reorganization took effect Oct. 31, 2006,
marking the company's emergence from Chapter 11.

"This is an exciting day for Owens Corning," said Dave Brown,
president and chief executive officer.  "We have met the
commitments that we made to our creditors and asbestos claimants
at the start of this process.  We are grateful for the loyalty of
our customers and suppliers, the support of our communities, and
the hard work and dedication of Owens Corning's employees; we
couldn't have done it without them."

Owens Corning's Plan of Reorganization is the result of an
agreement the company reached in May with key creditors groups.
Owens Corning's creditors and shareholders, including asbestos,
bondholder and trade creditor classes, as well as bank debt
holders, overwhelmingly supported this plan.  Owens Corning will
immediately begin the process of making distributions to its
financial creditors and to a 524(g) trust that will forever
resolve the company's current and future asbestos liability.

The full Plan of Reorganization and related Disclosure Statement
are available for free at http://www.ocplan.com/

"We are emerging from Chapter 11 in a strong operational and
financial position," said Mr. Brown.  "During the past six years,
we have continued to grow our businesses around the world and have
strengthened our financial performance.  We are pleased to be
emerging as an investment-grade company."

Owens Corning's exit financing will come from a combination of new
equity and new debt financing.

Related filings about the company's emergence from bankruptcy are
available for free at http://researcharchives.com/t/s?143c

                      About Owens Corning

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, http://bankrupt.com/newsstand/or
215/945-7000)


PAMPELONNE CDO: Moody's Rates $5 Million Class E Notes at Ba1
-------------------------------------------------------------
Moody's Investors Service reported that it has assigned these
ratings to Notes issued by Pampelonne CDO I, Ltd.:

   -- Aaa to $50,000,000 Million Class A-1 Senior Floating Rate
      Notes Due 2051;

   -- Aaa to $50,000,000 Million Class A-2 Senior Floating Rate
      Notes Due 2051;

   -- Aa2 to $43,750,000 Million Class B Floating Rate Notes Due
      2051;

   -- A2 to $18,750,000 Million Class C Floating Rate Deferrable
      Notes Due 2051;

   -- Baa2 to $11,500,000 Million Class D Floating Rate
      Deferrable Notes Due 2051;

   -- Ba1 to $5,000,000 Million Class E Floating Rate
      Deferrable Notes Due 2051 and

   -- Aaa to Up to $1,062,500,000 Million of Class S Notes;

Moody's ratings of the Notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
Note's governing documents, and are based on the expected loss
posed to the Noteholders relative to receiving the present value
of such payments.  The ratings of the Notes reflect the credit
quality of the underlying assets--which consist primarily of total
return swaps and credit default swaps of RMBS, CDO and CMBS
securities -- as well as the credit enhancement for the Notes
inherent in the capital structure and the transaction's legal
structure.


PAYNE TRUCKING: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Payne Trucking and Loggong, Inc.
        188 Riverview Drive
        Dawsonville, GA 30534

Bankruptcy Case No.: 06-21660

Type of Business: The Debtor.

Chapter 11 Petition Date: October 31, 2006

Court: Northern District of Georgia (Gainesville)

Debtor's Counsel: Harmon T. Smith, Jr., Esq.
                  Law Office of Harmon T. Smith, Jr.
                  P.O. Box 1276
                  Gainesville, GA 30503
                  Tel: (770) 536-1313

Total Assets: $100,000 to $1 Million

Total Debts:  $1 Million to $100 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   American Express                        $122,094
   P. O. Box 650448
   Dallas, TX 75265-0448

   Mack Financial Services                 $111,369
   P.O. Box 26131
   Greensboro, NC 27402-6131

   Robert J. Collis III                     $70,000
   212 Newport Lane SW
   Liburn, GA 30047

   BB&T                                     $67,828
   136 Highway 400 South
   Dawsonville, GA 30534

   United States Treasury                   $55,215
   Cincinnati, OH 45999-0150

   Georgia Department of Revenue            $10,098
   P.O. Box 740387
   Atlanta, GA 30374

   Dawson County Tax Commissioner            $2,386
   78 Howard Avenue East, Suite 140
   Dawsonville, GA 30534

   Powerplan                                 $1,662
   P.O. Box 5328
   Madison, WI 53705-0328

   Department of Public Safety               $1,395
   P.O. Box 1456
   Atlanta, GA 30371

   Nextel                                      $477
   P.O. Box 95366
   Atlanta, GA 30347

   Georgia Department of Revenue               $180
   P.O. Box 105088
   Atlanta, GA 30348-5088


PRIDE INTERNATIONAL: Earns $89.3 Million for 2006 Third Quarter
---------------------------------------------------------------
Pride International, Inc., reported net earnings for the third
quarter 2006 of $89.3 million on revenues of $642.8 million,
compared to net earnings of $68.9 million on revenues of $538.8
million for the same period in 2005.

For the nine months ended Sept. 30, 2006, the Company reported net
earnings of $227.6 million on revenues of $1.8 billion, versus net
earnings of $88 million on revenues of $1.4 billion for the
corresponding nine-month period in 2005.

Results for the third quarter 2006, included gains on asset sales
of $2.9 million.  The third quarter 2005 included gains on sales
of assets of $22 million.

The Company's consolidated earnings from operations for the third
quarter 2006 were $155.6 million, as compared with $119.8 million
in the third quarter 2005 and $125.2 million in the second quarter
2006.

The Company's consolidated balance sheet at Sept. 30, 2006,
reflected $1.07 billion in total debt and $94.8 million in cash
and cash equivalents.  During the nine-month period ended
Sept. 30, 2006, the Company reduced debt by $180 million and
increased cash by $48 million.

The Company disclosed that it invested approximately $112 million
in capital expenditures in the third quarter 2006 and
approximately $279 million for the nine months ended
Sept. 30, 2006, as compared to $39 million and $123 million for
the same periods in 2005.  The year-over-year increase in capital
expenditures was primarily due to shipyard projects, which have
involved four semisubmersibles and eight jackups during 2006.

Louis A. Raspino, president and chief executive officer,
commented, "Our third quarter earnings, the highest in the
Company's history, were the result of the continuing momentum of
increasing dayrates more than offsetting ongoing shipyard projects
during the quarter.  While the U.S. Gulf of Mexico market is
experiencing near-term softness, we expect increased drilling
demand, coupled with decreased rig supply, to positively affect
dayrates in 2007 in the region.  Internationally, we continue to
see evidence of an extended period of robust drilling demand,
especially among our semisubmersible fleet, where opportunities to
contract long term at attractive dayrates are available.  During
the quarter, we continued to invest in shipyard projects to
prepare our rigs for contracts that we believe will provide
significant investment returns."

Headquartered in Houston, Texas, Pride International Inc.,
(NYSE: PDE)  -- http://www.prideinternational.com/-- provides
onshore and offshore contract drilling and related services to oil
and gas companies worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006
Moody's Investors Service, in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors, confirmed its Ba1 Corporate Family Rating for Pride
International Inc.


RELIANCE FINANCIAL: Trustee Selling Cash Value Insurance Policies
-----------------------------------------------------------------
John Barbee, the Chapter 7 Trustee overseeing the liquidation of
The Reliance Financial & Investment Group, Inc., wants to sell all
of the estate's right, title and interest in and to 604 life
insurance policies.  The face amount of the 604 policies is $88.5
million.  The policies have a $4.2 million net cash value.

Mr. Barbee intends to hold an auction on Nov. 8, 2006, in West
Palm Beach, Florida, to solicit the highest and best bids for the
policies.

Mr. Barbee can be reached at:

          John P. Barbee
          P.O. Box 640
          Vero Beach, FL 32960
          Telephone (772) 563-2125
          Fax (772) 563-4847

The Honorable Paul G. Hyman, Jr., presides over The Reliance
Financial & Investment Group, Inc.'s chapter 7 liquidation
proceeding (Bankr. S.D. Fla. Case No. 02-33249).


RESI FINANCE: Moody's Rates Class B9 Notes at Ba3
-------------------------------------------------
Moody's Investors Service assigned ratings ranging from Aaa to Ba3
to securities issued by RESI Finance Limited Partnership 2006-C
and RESI Finance DE Corporation 2006-C.

The synthetic transaction references to a $13.77 billion portfolio
of primarily Wells Fargo originated adjustable-rate (93%) and
fixed-rate (7%) prime quality Jumbo and conforming-balance
mortgage loans.  The ratings are based primarily on the credit
quality of the loans and on the loss coverage for each rated
tranche.

Moody's expects losses on the reference portfolio to range from
0.3% to 0.4%.

Wells Fargo Bank, N.A. is the servicer of most of the mortgage
loans in the underlying reference portfolio.  Moody's has assigned
Wells Fargo Bank, N.A. its top servicer quality rating of SQ1 as a
primary servicer of prime 1st lien loans.

These are the complete rating actions:

   * Co-Issuer: RESI Finance Limited Partnership 2006-C

   * Co-Issuer: RESI Finance DE Corporation 2006-C

   * Real Estate Synthetic Investment Notes, Series 2006-C

             Class A Risk Band, Assigned Aaa
             Class B1 Risk Band, Assigned Aa2
             Class B2 Risk Band, Assigned Aa3
             Class B3 Notes, Assigned A1
             Class B4 Notes, Assigned A2
             Class B5 Notes, Assigned Baa1
             Class B6 Notes, Assigned Baa1
             Class B7 Notes, Assigned Baa2
             Class B8 Notes, Assigned Ba1
             Class B9 Notes, Assigned Ba3

The certificates 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.


RESIDENTIAL ACCREDIT: Fitch Places B Rating on $3MM Private Certs
-----------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc., mortgage pass-
through certificates, series 2006-QS14:

     --  $702,802,861 classes A-1 through A-30, A-P, A-V, R-I and
         R-II certificates (senior certificates) 'AAA';

     --  $27,133,000 class M-1 'AA';

     --  $7,913,600 class M-2 'A';

     --  $6,029,500 class M-3 'BBB';

In addition, the following privately offered subordinate
certificates are rated by Fitch:

     --  $3,768,300 class B-1 'BB';

     --  $3,014,700 class B-2 'B'.

The $3,014,802 class B-3 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 6.75%
subordination provided by the 3.60% class M-1, the 1.05% class M-
2, the 0.80% class M-3, the privately offered 0.50% class B-1, the
0.40% privately offered class B-2 and the 0.40% privately offered
class B-3.  Fitch believes the above 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 reflect the quality of the mortgage collateral,
strength of the legal and financial structures, and Residential
Funding Corp.'s servicing capabilities (rated 'RMS1' by Fitch) as
master servicer.

As of the cut-off date (Oct. 1, 2006), the mortgage pool consists
of 3,026 conventional, fully amortizing, 30-year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
$753,676,763.  The mortgage pool has a weighted average original
loan-to-value ratio of 74.1%.  The pool has a weighted average
FICO score of 710, and approximately 40.2% and 13.6% of the
mortgage loans possess FICO scores greater than or equal to 720
and less than 660, respectively.  Equity refinance loans account
for 29.6%, and second homes account for 4.0%.  The average loan
balance of the loans in the pool is $249,067.  The three states
that represent the largest portion of the loans in the pool are
California (18.5%), Florida (12.8%) and New York (5.3%).

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the prospectus,
except in the case of approximately 32.0% of the mortgage loans,
which were purchased by the depositor through its affiliate,
Residential Funding, from Homecomings Financial, LLC, a wholly-
owned subsidiary of Residential Funding, and approximately 4.9% of
the mortgage loans, which were purchased by the depositor through
its affiliate, Residential Funding, from GMAC Mortgage, LLC, an
affiliate of Residential Funding.

Approximately 10.3% of the mortgage loans were purchased from HSBC
Mortgage Corporation, which is an unaffiliated seller.  Except as
described in the preceding sentence, no unaffiliated seller sold
more than 6.3% of the mortgage loans to Residential Funding.
Approximately 63.5% of the mortgage loans are being subserviced by
Homecomings, a wholly owned subsidiary of Residential Funding, and
approximately 11.3% of the mortgage loans are being subserviced by
GMAC LLC, an affiliate of Residential Funding.  Approximately
10.3% of the mortgage loans are being subserviced by HSBC Mortgage
Corporation (USA), an unaffiliated subservicer.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination of the loan are referred to as:
'high-cost' or 'covered' loans, or any other similar designation
if the law imposes greater restrictions or additional legal
liability for residential mortgage loans with high interest rates,
points and/or fees.

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program (Alt-A program).  Alt-A program loans
are often marked by one or more of the following attributes: a
non-owner-occupied property; the absence of income verification;
or a loan-to-value ratio or debt service/income ratio that is
higher than other guidelines permit.  In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for the presence of these attributes.

Deutsche Bank Trust Company Americas will serve as trustee. RALI,
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 two real
estate mortgage investment conduit.


RESIDENTIAL ACCREDIT: Fitch Places Low-B Ratings on $5MM of Certs
-----------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc., mortgage pass-
through certificates, series 2006-QS15:

     -- $502,493,175 classes A-1 through A-6, A-P, A-V and R
        certificates (senior certificates) 'AAA';

     -- $18,312,400 class M-1 'AA';

     -- $5,655,100 class M-2 'A';

     -- $4,578,000 class M-3 'BBB';

In addition, these privately offered subordinate certificates are
rated by Fitch:

     -- $2,962,100 class B-1 'BB';
     -- $2,423,700 class B-2 'B'.

The $2,154,316 class B-3 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 6.70%
subordination provided by the 3.40% class M-1, the 1.05% class M-
2, the 0.85% class M-3, the privately offered 0.55% class B-1, the
0.45% privately offered class B-2, and the 0.40% privately offered
class B-3.  Fitch believes the above 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 reflect the quality of the mortgage collateral,
strength of the legal and financial structures, and Residential
Funding Corp.'s servicing capabilities (rated 'RMS1' by Fitch) as
master servicer.

As of the cut-off date (Oct. 1, 2006), the mortgage pool consists
of 2,182 conventional, fully amortizing, 30-year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
$538,578,792.  The mortgage pool has a weighted average original
loan-to-value ratio of 74.8%.  The pool has a weighted average
FICO score of 708, and approximately 40.1% and 17.8% of the
mortgage loans possess FICO scores greater than or equal to 720
and less than 660, respectively.  Equity refinance loans account
for 31.7%, and second homes account for 7.0%.  The average loan
balance of the loans in the pool is $246,828.  The three states
that represent the largest portion of the loans in the pool are
California (20.9%), Florida (12.6%) and Texas (6.4%).

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the prospectus,
except in the case of approximately 22.4% of the mortgage loans,
which were purchased by the depositor through its affiliate,
Residential Funding, from Homecomings Financial, LLC, a wholly
owned subsidiary of Residential Funding, and approximately 1.4% of
the mortgage loans, which were purchased by the depositor through
its affiliate, Residential Funding, from GMAC Mortgage, LLC, an
affiliate of Residential Funding.

Approximately 35.3% of the mortgage loans were purchased from
SunTrust Mortgage, Inc., which is an unaffiliated seller.  Except
as described in the preceding sentence, no unaffiliated seller
sold more than 4.6% of the mortgage loans to Residential Funding.
Approximately 45.9% of the mortgage loans are being subserviced by
Homecomings, a wholly owned subsidiary of Residential Funding, and
approximately 6.3% of the mortgage loans are being subserviced by
GMAC Mortgage, LLC, an affiliate of Residential Funding.
Approximately 35.3% of the mortgage loans are being subserviced by
SunTrust Mortgage, Inc., an unaffiliated subservicer.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination of the loan are referred to as:
'high-cost' or 'covered' loans, or any other similar designation
if the law imposes greater restrictions or additional legal
liability for residential mortgage loans with high interest rates,
points and/or fees.

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program (Alt-A program).  Alt-A program loans
are often marked by one or more of these attributes: a non-owner-
occupied property; the absence of income verification; or a loan-
to-value ratio or debt service/income ratio that is higher than
other guidelines permit.  In analyzing the collateral pool, Fitch
adjusted its frequency of foreclosure and loss assumptions to
account for the presence of these attributes.

Deutsche Bank Trust Company Americas will serve as trustee. RALI,
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 a real estate
mortgage investment conduit.


RESIDENTIAL FUNDING: Fitch Rates $1.5MM Class I-B-2 Certs at B
--------------------------------------------------------------
Fitch rates Residential Funding Mortgage Securities I, Inc.'s
mortgage pass-through certificates series 2006-S10:

     -- $1,055,760,170 classes I-A-1 through I-A-7, II-A-I, I-A-P,
        I-A-V, II-A-P, II-A-V, R-I, R-II and R-III certificates
        (senior certificates) 'AAA';

     -- $14,827,500 class I-M-1 'AA'; $2,612,900 class II-M-1
        'AA';

     -- $4,682,200 class I-M-2 'A'; $614,600 class II-M-2 'A';

     -- $3,121,500 class I-M-3 'BBB'; $460,900 class II-M-3 'BBB'.

These privately offered subordinate certificates are rated by
Fitch:

     --  $1,560,800 class I-B-1 'BB'; $307,300 class II-B-1 'BB';

     --  $1,560,800 class I-B-2 'B'; $307,400 class II-B-2 'B'.

In addition, these classes are not rated by Fitch:

     --  $1,560,877 privately offered class I-B-3;

     --  $307,395 privately offered class II-B-3.

The 'AAA' rating on the Group I senior certificates reflects the
3.50% subordination provided by the 1.90% class I-M-1, the 0.60%
class I-M-2, the 0.40% class I-M-3, the privately offered 0.20%
class I-B-1, the 0.20% privately offered class I-B-2 and the 0.20%
privately offered class I-B-3.  The 'AAA' rating on the Group II
senior certificates reflects the 1.50% subordination provided by
the 0.85% class II-M-1, the 0.20% class II-M-2, the 0.15% class
II-M-3, the privately offered 0.10% class II-B-1, the 0.10%
privately offered class II-B-2 and the 0.10% privately offered
class II-B-3.  Fitch believes the above 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 reflect the quality of the mortgage collateral,
strength of the legal and financial structures, and Residential
Funding Corp.'s master servicing capabilities (rated 'RMS1' by
Fitch).

As of the cut-off date, Oct. 1, 2006, the Group I mortgage pool
consists of 1,534 conventional, fully amortizing, 30-year fixed-
rate, mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of $
780,377,224.  The mortgage pool has a weighted average original
loan-to-value ratio of 70.6%.  The weighted-average FICO score of
the loans in the pool is 740, and approximately 67.6% of the
mortgage loans possess FICO scores greater than or equal to 720
and 5.3% of the mortgage loans posses FICO scores less than 660.
Loans originated under a reduced loan documentation program
account for approximately 30.4% of the pool, equity refinance
loans account for 32.0%, and second homes account for 6.0%.  The
average loan balance of the loans in the pool is approximately
$ 508,720.  The three states that represent the largest portion of
the loans in the pool are California (39.5%), Virginia (6.1%), and
Florida (5.9%).

The Group II mortgage pool consists of 541 conventional, fully
amortizing, 15-year fixed-rate, mortgage loans secured by first
liens on one- to four-family residential properties with an
aggregate principal balance of $ 307,307,119.  The mortgage pool
has a weighted average original loan-to-value ratio of 59.5%.  The
weighted-average FICO score of the loans in the pool is 749, and
approximately 75.6% of the mortgage loans possess FICO scores
greater than or equal to 720 and 2.7% of the mortgage loans posses
FICO scores less than 660.  Loans originated under a reduced loan
documentation program account for approximately 25.1% of the pool,
equity refinance loans account for 35.8%, and second homes account
for 10.4%.  The average loan balance of the loans in the pool is
approximately $568,035.  The three states that represent the
largest portion of the loans in the pool are California (19.7%),
Florida (9.7%), and Maryland (6.4%).

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans in the pool are mortgage loans that are referred to as
'high-cost' or 'covered' loans or any other similar designation
under applicable state or local law in effect at the time of
origination of such loan if the law imposes greater restrictions
or additional legal liability for residential mortgage loans with
high interest rates, points and/or fees.

All of the group I loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the accompanying
prospectus, except in the case of approximately 21.4% and 12.3% of
the group I loans, which were purchased by the depositor through
its affiliate, Residential Funding, from Homecomings and GMAC
Mortgage, respectively.  Approximately 16.0% and 12.3% of the
group I loans were purchased by Residential Funding from SunTrust
Mortgage, Inc. and Sierra Pacific Mortgage Co. Inc., respectively,
each an unaffiliated seller.  Except as described in the preceding
sentence, no unaffiliated seller sold more than approximately 9.8%
of the group I loans to Residential Funding.  Approximately 59.6%
and 18.5% of the group I loans are being subserviced by
Homecomings and GMAC Mortgage, LLC, respectively, each an
affiliate of Residential Funding.  Approximately 16.0% of the
group I loans are being subserviced by SunTrust Mortgage, Inc. an
unaffiliated entity of Residential Funding.

All of the group II loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the accompanying
prospectus, except in the case of approximately 12.4% and 15.2% of
the group II loans, which were purchased by the depositor through
its affiliate, Residential Funding, from Homecomings and GMAC
Mortgage, respectively.  Approximately 20.8% of the group II loans
were purchased by Residential Funding from National City Mortgage,
an unaffiliated seller.  Except as described in the preceding
sentence, no unaffiliated seller sold more than approximately 8.8%
of the group II loans to Residential Funding.  Approximately 36.5%
and 15.7% of the group II loans are being subserviced by
Homecomings and GMAC Mortgage, LLC, respectively, each an
affiliate of Residential Funding.  Approximately 20.8% of the
group II loans are being subserviced by National City Mortgage an
unaffiliated entity of Residential Funding.

U.S. Bank National Association will serve as trustee.  RFMSI, 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 three real
estate mortgage investment conduit.


RESIX FINANCE: Moody's Rates Class B9 Notes at Ba3
--------------------------------------------------
Moody's Investors Service assigned ratings to the Class B7, Class
B8 and Class B9 Notes issued by RESIX Finance Limited.  The
credit-linked notes are structured to synthetically replicate the
cash flows of the Class B7, Class B8 and Class B9 issued by the
RESI Finance Limited Partnership 2006-C transaction, a synthetic
residential mortgage securitization.

These are the rating actions:

   * RESIX Finance Limited

   * RESIX Finance Limited Credit-Linked Notes, Series 2006-C

                Cl. B7 Notes, Assigned Baa2
                Cl. B8 Notes, Assigned Ba1
                Cl. B9 Notes, Assigned Ba3

The certificates 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.


RIVERCHASE COUNTRY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Riverchase Country Club
        2000 Club Road
        Birmingham, AL 35244

Bankruptcy Case No.: 06-04310

Type of Business: The Debtor operates an 18-hole golf course.

Chapter 11 Petition Date: October 30, 2006

Court: Northern District of Alabama (Brimingham)

Judge: Benjamin G. Cohen

Debtor's Counsel: Steven D. Altmann, Esq.
                  Najjar Denaburg, P.C.
                  2125 Morris Avenue
                  Birmingham, AL 35203
                  Tel: (205) 250-8466

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Wachovia Bank, N.A.                      $3,197,617
Metro Lending                              Secured:
420 North 20th Street                      $402,383
10th Floor
Birmingham, AL 35203

Sysco Central Alabama                       $11,300
P.O. Box 1750
Calera, AL 35040

Alabama Power Company                       $11,145
P.O. Box 242
Birmingham, AL 35292

U.S. Foodservice                             $5,169
P.O. Box 117
Montgormery, AL 36101

Bryan McMurray                               $4,334
5041 Emerald Court
Birmingham, AL 35244

David Naefe                                  $3,700

Daniel Doleys                                $3,700

J.W. Palmer                                  $3,700

Frank Buck                                   $3,700

Lester Burbic                                $3,700

Mike O'Brien                                 $3,700

Marvin Norvell, Jr.                          $3,700

H. Lavon Nichols                             $3,700

Fred Nelson                                  $3,700

Charles Melton                               $3,700

Marc Neas                                    $3,700

John Pegues                                  $3,700

T.L. Carter                                  $3,700

Ralph Cash                                   $3,700

Pat Lynch                                    $3,700


S-TRAN HOLDINGS: Wants Plan-Filing Period Extended to Dec. 4
------------------------------------------------------------
S-Tran Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend, until
December 4, 2006, the time within which they have the exclusive
right to file a reorganization plan.  They further ask the Court
to extend, until February 5, 2007, their exclusive period to
solicit acceptances of that plan.

As reported on the Troubled Company Reporter on Mar. 15, 2006,
The Debtors tell the Court that they are devoting a significant
amount of time addressing:

     * numerous freight claims filed against them,
     * cash collateral usage, and
     * insurance collateral issues.

Furthermore, the Debtors are analyzing potential asset recoveries
to maximize the value of their estates for the benefit of all
creditors.

The Debtors argue they should be given a reasonable opportunity to
negotiate an acceptable plan with creditors and to prepare
adequate financial and non-financial information concerning the
ramifications of any proposed plan for disclosure to creditors.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No.
05-11391).  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represents the Debtors in their
restructuring efforts.  Donald A. Workman, Esq., at Foley &
Lardner LLP represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed total assets of $22,508,000 and total debts
of $30,891,000.


SAINT VINCENTS: Hires Pride Capital as Liquidator
-------------------------------------------------
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 employ Pride Capital Group, LLC,
doing business as Great American Group, LLC, as their liquidator,
nunc pro tunc to Sept. 15, 2006.

As reported in the Troubled Company Reporter on Oct. 16, 2006, the
Debtors seek to privately sell certain tangible personal property,
free and clear of all liens, claims, encumbrances and other
interests.

As the Debtors' sole and exclusive liquidator, Great American will
develop and implement a strategy for the divestiture of the
Surplus Assets for the highest and best price.

In addition, Great American will:

    (a) provide a full time supervisor or supervisors to supervise
        and conduct the sale;

    (b) oversee the liquidation and disposal of the Surplus
        Assets;

    (c) determine and implement appropriate point-of-purchase,
        point-of-sale, and external advertising to effectively
        sell the Surplus Assets for the highest available price;

    (d) determine pricing and discounting of the Surplus Assets;

    (e) provide other related services deemed necessary by the
        parties under the circumstances leading to the sale; and

    (f) provide the Debtors with reporting and reconciliation of
        all accounting information in a form reasonably acceptable
        to the Debtors.

Pursuant to the terms of a liquidator services agreement between
the parties, the Debtors will:

    -- pay Great American a commission equal to 5% of the proceeds
       realized from the sale of any of the Surplus Assets;

    -- allow Great American to charge purchasers of the Surplus
       Assets a fee of up to 10% for on-site bidders and up to 13%
       for internet bidders; and

    -- entitle Great American, with respect to any sale of Surplus
       Assets, to reimbursement of the actual, direct and
       commercially reasonable operating expenses incurred in
       connection with that sale, subject to a $34,000 cap.

The Debtors also propose that in lieu of Great American's filing
of applications for compensation, the Debtors will file a summary
of proceeds and buyer's premiums realized from the Sale, in full
satisfaction of all application requirements.

The Debtors have also agreed to indemnify Great American against
certain losses arising out of their engagement.

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)


SEA CONTAINERS: Cha. 11 Case Cues Moody's to Junk Sr. Debt Rating
-----------------------------------------------------------------
Moody's downgraded ratings of Sea Containers Ltd., including the
company's senior unsecured rating to Ca from Caa3.

Moody's will withdraw all ratings because Sea Containers and two
of its subsidiaries filed to reorganize under Chapter 11 of the
U.S. Bankruptcy Code on October 15, 2006.

The downgrades reflect Moody's belief that holders of the
unsecured notes are likely to recognize a meaningful loss upon the
resolution of the bankruptcy proceedings.  Holders of Sea
Containers unsecured notes of $386 million, and the company's
pension trusts are expected to be the largest creditors.

Sea Containers is a holding company and its operating subsidiaries
were not included in the bankruptcy filing.  The senior unsecured
notes, however, do not benefit from upstream guarantees from the
operating subsidiaries.

In Moody's view, the value of Sea Containers 50% interest in GE
SeaCo will be a primary contributor of value in any debt
reorganization plan, although there is considerable uncertainty in
value.  Sea Containers has not filed financial statements for some
time.  At December 31, 2005, GE SeaCo assets totaled
$1.3 billion, including $1.1 billion of marine containers, with
total debt of $939 million including advances due to the parent
companies.

There have been no recent sales of large marine container fleets;
however, applying the current market multiples for TAL
International Group, Inc., to GE SeaCo's 2005 financial
statements, implies a possible value for Sea Containers 50%
interest in the $100 million to $200 million range.

Moody's notes that changes in the GE SeaCo container fleet or
lease book subsequent to December 31, 2005 could affect the value.

Separately, however, General Electric Capital Corporation, the 50%
partner in GE SeaCo, notified Sea Containers that GECC will
exercise its right to purchase Sea Containers' 50% equity interest
at a fair market value not disclosed.  This notice was made prior
to Sea Containers' bankruptcy filing.  GECC believes a change of
control, as defined by the GE SeaCo Member's Agreement, occurred
upon the resignation of Sea Containers former CEO. According to
Sea Containers, it will contest GECC's interpretation of the
Members Agreement.

In addition to the senior unsecured notes, Sea Containers is
liable for certain debt obligations of its operating subsidiaries,
including approximately $60 million of term loans secured by first
lien mortgages on ten vessels.  Some of these vessels are trading
currently while others are laid up.

While the collateral coverage on a loan-by-loan basis is not
clear, Moody's does not anticipate significant residual claims.
While adequate to cover the secured debt, Moody's does not expect
these vessels nor the residual value of the containers pledged to
the recently-amended Sea Containers' container securitization
facility to provide significant additional recovery value relative
to the liabilities of Sea Containers.

The remaining unencumbered containers owned by Sea Containers
might also contribute if not used as a source of liquidity during
the bankruptcy proceedings.

Debt list:

   * Sea Containers, Ltd

   * Ratings downgraded and to be withdrawn:

     -- Corporate Family, to Ca from Caa2
     -- Senior Unsecured, to Ca from Caa3
     -- Issuer Rating, to Ca from Caa3

Sea Containers Ltd. headquartered in Hamilton Bermuda, is the
franchisee-operator of the Great North Eastern Railroad in the
U.K., a lessor of cargo containers to the shipping industry, and a
50% co-owner of GE SeaCo, a container leasing joint venture
between Sea Containers and General Electric Capital Corporation.


SHAW COMMS: Earns $210.4 Million in Fourth Quarter Ended Aug. 31
----------------------------------------------------------------
Shaw Communications, Inc., reported net income of $210.4 million
for the fourth quarter ended Aug. 31, 2006, compared to net income
of $70 million for the same quarter last year.  Net income for the
year was $458.3 million up from $153.2 million last year.

The Company also reported that Digital Phone lines increased in
the quarter by 43,744 for a total of 212,707 as at Aug. 31, 2006.
Internet and Digital subscribers increased by 25,907 and 9,630,
respectively.  Internet customers now exceed 1.3 million and the
Company's Internet penetration has increased to almost 60% of
Basic customers.  Basic cable and DTH added 2,766 and 3,221
subscribers respectively in the final quarter.

Jim Shaw, chief executive officer, said, "We are pleased with the
customer response to our Digital Phone product.  We have added
over 210,000 digital phone lines in just 18 months since our
initial launch of the product.  This confirms that people
appreciate having a real choice and that, given a chance, new
entrants like Shaw can open up the market to future competition
that is real and sustainable,"

The Company disclosed that consolidated service revenue were
$631.9 million and $2.5 billion for the three and twelve month
periods, respectively, increased 12.2% and 11.3% over the prior
year.

Free cash flow for the quarter and year was $54.9 million and
$265.4 million, respectively, compared to $81.7 million and
$277.3 million for the same periods last year.  Free cash flow was
marginally lower in the current year.

The Company's Cable division service revenue increased 14.2% for
the quarter to $467.3 million and 13.2% on an annual basis to
$1.81 billion.  Service operating income before amortization for
the three and twelve month periods increased 8% and 7.5% to
$216.8 million and $857.5 million, respectively.

Its Satellite division service revenue increased 7% for the
quarter to $164.6 million and 6.4% on an annual basis to
$650.7 million.  Service operating income before amortization for
the quarter increased by 16.5% to $58.3 million and by 19.5% to
$220.5 million on an annual basis.

                          2007 Guidance

The Company also disclosed its preliminary view is for service
operating income before amortization to range from $1.17 billion
to $1.20 billion, capital investment for fiscal 2007 to range from
$600 million to $630 million and, accordingly, the Company expects
free cash flow to range from $300 million to $320 million.

Mr. Shaw continued, "With the Company's strong performance over
the last year and prospects for continued growth in fiscal 2007,
our Board approved a 67% increase in the annual equivalent
dividend rate from $0.60 per Class B Non-Voting Share to $1.00 per
Class B Non-Voting Share.  At the current share price of
approximately $34.00, this represents a yield of approximately 3%,
which makes us a leader among North American cable companies.  Our
shareholders now benefit from both a higher monthly return of
capital in addition to the potential for further share price
appreciation as we continue to grow.  We plan to use the balance
of our free cash flow on an annual basis in fiscal 2007 to
repurchase shares or to reduce debt.  We previously indicated that
at least 25% of free cash flow would be used for debt reduction,
but in light of the growth in service operating income before
amortization, we expect, even in the absence of debt reduction,
that our credit metrics will continue to improve.  Based on
achieving the mid-point of our fiscal 2007 guidance for service
operating income before amortization and assuming that debt
remains constant, our ratio of net debt to service operating
income before amortization will decline from 3.2 times at the end
of fiscal 2006 to 2.9 times at the end of fiscal 2007.  This is
consistent with our focus to ensure that credit metrics continue
to improve over time."

                        Share Repurchase

The Company further disclosed that during the quarter Mr. Shaw
repurchased 2,759,900 of its Class B Non-Voting Shares for
cancellation, pursuant to the normal course issuer bid for $88.7
million, $32.13 per share, bringing the annual total to
$146.6 million, $28.64 per share, on the repurchase of 5,119,900
shares.  For the year, share repurchases represent about 2.5% of
the Class B Non-Voting Shares outstanding at Aug. 31, 2005.

Shaw Communications Inc. (TSX: SJR.B) (NYSE: SJR)
-- http://www.shaw.ca/-- is a diversified Canadian communications
company whose core business is providing broadband cable
television, Internet, Digital Phone, telecommunications services
(through Big Pipe Inc.) and satellite direct-to-home services
(through Star Choice Communications Inc.) to approximately 3.0
million customers.  Shaw is a member of the S&P/TSX 60 index.

                           *     *     *

As reported in the Troubled Company Reporter on April 27, 2006,
Moody's Investors Service affirms Shaw Communications Inc.'s
ratings and assigned a Ba2 rating on the Company's CDN$300 million
senior unsecured debenture.  Moody's said the outlook for all
ratings is stable.

As reported in the Troubled Company Reporter on April 27, 2006,
Standard & Poor's Ratings Services assigned its 'BB+' debt rating
to Shaw Communications Inc.'s CDN$300 million senior unsecured
notes due 2016.  At the same time, S&P affirmed the Company's
'BB+' long-term corporate credit rating.  S&P said the outlook is
stable.


SKYEPHARMA PLC: UBS AG No Longer Holds Notifiable Interest
----------------------------------------------------------
SkyePharma PLC, in a regulatory filing with the Securities and
Exchange Commission on Oct. 27, 2006, disclosed that UBS AG and
its subsidiaries, as a result of a reclassification of their
shareholding on becoming a market maker in the Ordinary Shares of
the Company, no longer hold a notifiable interest in the Company's
Ordinary Shares.

Headquartered in London, SkyePharma PLC (Nasdaq: SKYE; LSE: SKP)
-- http://www.skyepharma.com/-- develops pharmaceutical products
benefiting from world-leading drug delivery technologies that
provide easier-to-use and more effective drug formulations.  There
are now twelve approved products incorporating SkyePharma's
technologies in the areas of oral, injectable, inhaled and topical
delivery, supported by advanced solubilisation capabilities.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 1, 2006,
PricewaterhouseCoopers LLP in London raised substantial doubt
about Skyepharma PLC's ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2005.  The auditing firm pointed to the uncertainty
as to when Skyepharma's certain strategic initiatives may be
concluded and their effect on the company's working capital
requirements.


SOUTH CENTRAL: S&P Cuts Rating on $455K Sec. 8 Bonds to B from BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on South
Central Multi-County Housing and Redevelopment Authority (Sibley
Estates East and West projects), Minn.'s $455,000 Section 8
assisted multifamily housing revenue bonds series 1994 to 'B' from
'BB'.  The outlook is stable.

The downgrade reflects debt service coverage of 0.80x for fiscal
2005; an increase in expenses, leading to deterioration of the
expense ratio; and contract rents above fair market rents,
limiting the projects' ability to receive rental increases.

The audited financial results for the year ended Dec. 31, 2005,
indicate that debt service coverage has improved slightly to 0.80x
from 0.77x in 2004, but it is expected to decline in fiscal 2006
based on nine-month, year-to-date numbers.

The projects' debt service coverage has rapidly declined over the
past several years from a high of 1.39x in 1999.  This was because
the projects have not received any rental increases since 1996,
have had lower returns on investments that are held in a money
market fund, and have had increasing expenses.

The owner has been applying for rental increases using the cost
basis method over the past few years.  HUD has cited the projects'
surplus fund as the reason for the rejections.


STRUCTURED ASSET: Fitch Places BB Rating on $11.9MM Class B2 Certs
------------------------------------------------------------------
Fitch rates Structured Asset Securities Corp. $1.30 billion
mortgage pass-through certificates, series 2006-BC3:

     -- $1.064 billion classes A1 - A4 'AAA';
     -- $51.5 million class M1 'AA+';
     -- $40.3 million class M2 'AA';
     -- $25.7 million class M3 'AA-';
     -- $23.1 million class M4 'A+';
     -- $21.1 million class M5 'A';
     -- $15.8 million class M6 'A-';
     -- $14.5 million class M7 'BBB+';
     -- $9.2 million class M8 'BBB';
     -- $14.5 million class M9 'BBB-';
     -- $12.5 million class B1 'BB+' (144A);
     -- $11.9 million class B2 'BB' (144A).

The 'AAA' rating on the senior certificates reflects the 19.40%
total credit enhancement provided by the 3.90% class M1, 3.05%
class M2, 1.95% class M3, 1.75% class M4, 1.60% class M5, 1.20%
class M6, 1.10% class M7, 0.70% class M8, 1.10% class M9, the
privately offered 0.95% class B1, the privately offered 0.90%
class B2, as well as the initial 1.20% overcollateralization.

Fitch believes that the amount of credit enhancement will be
sufficient to cover credit losses, including limited bankruptcy,
fraud and special hazard losses.  In addition, the ratings reflect
the quality of the mortgage collateral, the strength of the legal
and financial structures, and the master servicing capabilities of
Wells Fargo Bank, N.A., which is rated 'RMS1' by Fitch.

The aggregate trust consists of 6,910 fixed- and adjustable-rate,
conventional, first and second lien residential mortgage loans,
all of which have original terms to stated maturity of 30 years.
As of the cut-off date (Oct. 1, 2006), the mortgages have an
aggregate principal balance of approximately $1,320,154,968.
28.23% of the mortgage pool is fixed rate and 71.77% is
adjustable.  The mortgage pool has a weighted average original
loan-to-value ratio of 81.91%, a weighted average coupon of
8.212%, and a weighted average remaining term to maturity of 360.

The mortgage loans were originated by various originators or
acquired by various originators or their correspondents in
accordance with such originator's respective underwriting
standards and guidelines.  The largest percentages of originations
(as a percentage of the cut-off date balance) were those made by
Fieldstone Mortgage Company (30.93% of the mortgage pool),
Countrywide Home Loans, Inc. (27.28% of the mortgage pool), BNC
Mortgage, Inc. (24.70% of the mortgage pool), and Lehman Brothers
Bank, FSB (15.32% of the mortgage pool).

SASCO, 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
multiple real estate mortgage investment conduits.


THOMPSON & WALTERS: Section 341(a) Meeting Scheduled on Nov. 8
--------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of Thompson
& Walters Nursery LLC's creditors on Nov. 8, 2006, at 1:30 p.m.,
620 SW Main Street Room 223 in the US Trustee's Office, in
Portland, Oregon.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

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

Headquartered in Cornelius, Oregon, Thompson & Walters Nursery LLC
wholesales and retails nursery stock.  The Company filed for
chapter 11 protection on Oct. 5, 2006 (Bnkr. D. Or. Case
No. 06-33096).  Jeanette L. Thomas, Esq., at Perkins Cole LLP
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets of 24,538,461 and debts of
$27,187,244.


TRUMP ENT: Finishes Due Diligence Relating to Diamondhead Property
------------------------------------------------------------------
Trump Entertainment Resorts Inc. has notified Diamondhead Casino
Corporation that it has completed necessary due diligence
activities relating to the letter of intent signed regarding DCC's
Diamondhead, Mississippi, property.

Trump expects to move forward with negotiations relating to a
joint venture agreement to develop, build, and operate a
destination casino resort on the Diamondhead property.

As reported, Trump and DCC signed on June 8, 2006, a Letter of
Intent with respect to a minimum of 40 acres of land at DCC's
Diamondhead property.

The parties agreed Sept. 8, 2006, to extend the Letter of Intent
through Oct. 23, 2006, to permit Trump to complete its due
diligence.

The joint venture, if consummated, would cover a minimum of 40
acres within a 404-acre tract of land owned by Mississippi Gaming
Corporation, a wholly owned subsidiary of DCC.

The Diamondhead tract fronts Interstate 10 for approximately two
miles and the Bay of St. Louis for approximately two miles and is
located in Hancock County, Mississippi.

The property is zoned as a Special Use District-Waterfront Gaming
District by Hancock County.

Atlantic City, New Jersey-based Trump Hotels & Casino Resorts,
Inc., nka Trump Entertainment Resorts, Inc. (Nasdaq: TRMP) --
http://www.trumpcasinos.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).

The Court confirmed the Debtors' Second Amended Plan of
Reorganization on Apr. 5, 2005, and the plan took effect on
May 20, 2005.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2006,
Moody's Investors Service confirmed Trump Entertainment Resorts
Holdings L.P.'s B3 Corporate Family Rating in connection with
Moody's implementation of Probability-of-Default and Loss-Given-
Default rating methodology.


US LAND: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: United States Land and Cattle Company, Inc.
        4772 Frontier Way #400
        Stockton, CA 95215

Bankruptcy Case No.: 06-24478

Chapter 11 Petition Date: October 31, 2006

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Gustavo M. Rios, Esq.
                  4772 Frontier Way #400
                  Stockton, CA 95215
                  Tel: (209) 466-4433

Total Assets: $1 Million to $100 Million

Total Debts:  $1 Million to $100 Million

The Debtor does not have unsecured creditors.


VALASSIS COMMUNICATIONS: Moody's Chips Baa3 Rating on Senior Bonds
------------------------------------------------------------------
Moody's Investors Service downgraded Valassis Communications,
Inc.'s senior unsecured note ratings to Ba1 from Baa3.  Moody's
also assigned a Ba1 Corporate Family Rating, Ba1 Probability of
Default Rating, and LGD4 loss given default assessments to
Valassis' debt securities.  The ratings remain on review for
downgrade.

Downgrades:

   * Issuer: Valassis Communications, Inc.

     -- Senior Unsecured Regular Bond/Debenture, Downgraded to
        Ba1 from Baa3

Assignments:

   * Issuer: Valassis Communications, Inc.

     -- Corporate Family Rating, Assigned Ba1

     -- Probability of Default Rating, Assigned Ba1

     -- Senior Unsecured Regular Bond/Debenture loss given
        default assessment, Assigned LGD4-56

The downgrade reflects Moody's belief that deterioration in the
company's earnings due to significant downward pressure on free-
standing insert pricing into 2007 and customer consolidation in
the neighborhood targeting segment, and the company's focus on
shareholder value-enhancement initiatives, as demonstrated by the
pursuit of the leveraging ADVO acquisition, will lead to a more
aggressive leverage profile.

In Moody's opinion, Valassis' modest size and the competitive
profile of its business dictate a commitment to a very
conservative capital structure to maintain an investment grade
rating.  The company's current leverage, even without the ADVO
transaction, no longer supports the Baa3 rating.  Further, there
can be no assurance that Valassis will not seek to increase its
risk profile to boost returns to shareholders if the ADVO
transaction is terminated.

The ratings remain on review for downgrade pending the outcome of
the litigation related to the ADVO acquisition.  Consummation of
the ADVO acquisition at the $37 per share price set forth in the
July 5th, 2006 merger agreement would likely result in a multi-
notch downgrade of the CFR.

Valassis Communications, Inc. headquartered in Livonia, Michigan,
offers a wide range of promotional and advertising products
including newspaper advertising and inserts, sampling, direct
mail, targeted marketing, coupon clearing and consulting and
analytic services.


VARIG S.A.: Preliminary Injunction Continued to November 29
-----------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York continues the preliminary
injunction imposed in VARIG S.A and its debtor-affiliates' Section
304 cases through and including Nov. 29, 2006.

The Court will hold a hearing on Nov. 28, 2006, at 10:00 a.m., to
consider whether to extend the Preliminary Injunction or, if
appropriate, convert it into a Permanent Injunction.

Previously filed objections to the extension of the Preliminary
Injunction or entry of a Permanent Injunction will be carried over
to the November 28 hearing.

Any other objection must be filed with the Court by November 23,
2006.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


VARIG S.A.: Volo May Invest $173 Million to Expand Fleet
--------------------------------------------------------
Volo do Brasil plans to spend $140,000,000 to lease seven new
757-200 Boeing planes, and $33,000,000 to purchase 22 medium-size
Cesna planes to expand VARIG S.A.'s fleet, MarketWatch reports
citing O Estado de S. Paulo newspaper.

According to the report, VARIG has to secure final regulatory
approval of the recent sale of its operating assets before it can
make any purchases.

MarketWatch notes that the National Civil Aviation Authority
already authorized VarigLog to operate VARIG.  ANAC, however,
still has to approve the sale itself.

Volo acquired VARIG's operating assets at an auction in July
2006.  Volo has pledged to infuse more than $500,000,000 to allow
the airline to pay debts and return to profitability.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


WELLS FARGO: Fitch Puts B Rating on $1.5MM Class B-5 Certificates
-----------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2006-16,
are rated by Fitch Ratings:

     -- $1,468,733,664 classes A-1 to A-19, A-PO, and A-R 'AAA'
        (senior certificates);

     -- $26,335,000 class B-1 'AA';

     -- $3,009,000 class B-2 'A';

     -- $2,258,000 class B-3 'BBB';

     -- $1,505,000 class B-4 'BB'; and

     -- $1,504,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 2.40%
subordination provided by the 1.75% class B-1, the 0.20% class B-
2, the 0.15% class B-3, the 0.10% privately offered class B-4, the
0.10% privately offered class B-5, and the 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.; rated 'RPS1' by Fitch).

The transaction consists of one group of 3,171 fully amortizing,
fixed interest rate, first lien mortgage loans, with an original
weighted average term to maturity of approximately 30 years.  The
aggregate unpaid principal balance of the pool is $1,504,850,539
as of Oct. 1, 2006 (the cut-off date), and the average principal
balance is $474,567.  The weighted average original loan-to-value
ratio of the loan pool is approximately 73.74%; 6.26% of the loans
have an OLTV greater than 80%.  The weighted average coupon of the
mortgage loans is 5.711%, and the weighted average FICO score is
757.  All of the mortgage loans were made in connection with the
relocation of employees of various corporate employers.  The
states that represent the largest geographic concentration are
California (19.62%), New Jersey (8.96%), Connecticut (5.38%),
Virginia (5.27%), and Pennsylvania (5.03%).  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
two separate real estate mortgage investment conduit for federal
income tax purposes.


WELLS FARGO: Fitch Rates $4.8 Million Class B-5 Certificates at B
-----------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2006-15,
are rated by Fitch Ratings:

     -- $3,151,061,146 classes A-1, A-PO, and A-R 'AAA' (senior
        certificates);

     -- $55,253,000 class B-1 'AA';

     -- $17,876,000 class B-2 'A';

     -- $9,750,000 class B-3 'BBB';

     -- $6,501,000 class B-4 'BB'; and

     -- $4,875,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 3.05%
subordination provided by the 1.70% class B-1, the 0.55% class B-
2, the 0.30% class B-3, the 0.20% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.15% 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.; rated 'RPS1' by Fitch).

The transaction consists of one group of 5,771 fully amortizing,
fixed interest rate, first lien mortgage loans, with an original
weighted average term to maturity of approximately 30 years.  The
aggregate unpaid principal balance of the pool is $3,250,192,094
as of Oct. 1, 2006 (the cut-off date), and the average principal
balance is $563,194.  The weighted average original loan-to-value
ratio of the loan pool is approximately 71.90%; 1.42% of the loans
have an OLTV greater than 80%.  The weighted average coupon of the
mortgage loans is 6.653%, and the weighted average FICO score is
748.  Cash-outs and rate/term refinance represent 17.30% and
13.18%, respectively.  The states that represent the largest
geographic concentration are California (27.57%), Virginia
(8.43%), New York (6.99%), and Maryland (6.75%).  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
a real estate mortgage investment conduit for federal income tax
purposes.


WERNER LADDER: Creditors Have Until Dec. 12 to File Claims
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set
Dec. 12, 2006, at 4:00 p.m. (Pacific Time), as the deadline for
all creditors, including governmental units, owed money by Werner
Holding Co. (DE) Inc. aka Werner Ladder Company and its debtor-
affiliates on account of claims arising before June 12, 2006, to
file their proofs of claim.

Persons and entities who are required to file proofs of claim on
or before the Bar Date are:

   (a) those whose prepetition claims are not listed in the
       Schedules of Liabilities or are listed as disputed,
       contingent, or unliquidated and who desire to
       participate in the Debtors' Chapter 11 cases; and

   (b) those who believe that their prepetition claims are
       improperly classified in the Schedules or are listed in an
       incorrect amount and who desire to have their claims
       allowed in a classification or amount other than that
       identified in the Schedules.

Each proof of claim filed must:

   -- be written in the English language;
   -- be denominated in lawful currency of the United States;
   -- attach copies of supporting documentation.

All proofs of claim must be originally executed and actually
received on or before the Bar Date by Kurtzman Carson
Consultants LLC, the Court-approved claims and noticing agent,
at this address:

          Werner Claims Processing
          c/o Kurtzman Carson Consultants LLC
          12910 Culver Boulevard, Suite I
          Los Angeles, CA 90066

Proofs of claim must either be mailed or delivered by messenger
or overnight courier.  Proofs of claim sent by facsimile,
telecopy, or e-mail will not be accepted.

Any holder of a claim who is required, but fails, to file a proof
of claim on or before the Bar Date will be forever barred from
asserting that claim against the Debtors, and the Debtors and
their property will be forever discharged from any indebtedness
with respect to that claim.  Moreover, that holder will not be
permitted to vote to accept or reject any Chapter 11 plan or
participate in any distribution in the Debtors' Chapter 11 cases
on account of that claim.

The Debtors will serve on all known entities holding potential
prepetition claims: (a) a notice of the Bar Date, (b) a proof of
claim form, and (c) the Bar Date Order.

The Debtors will also mail a Bar Date Package to parties-in-
interest, including:

   -- the U.S. Trustee,
   -- counsel to the Committee,
   -- creditors listed in the Schedules,
   -- parties to executory contracts and unexpired leases,
   -- equity security holders,
   -- taxing authorities,
   -- all indenture trustees,
   -- District Director of the IRS for Delaware, and
   -- the Securities and Exchange Commission.

The Debtors will also publish the Bar Date Notice once in each of
the national editions of The Wall Street Journal and USA Today,
no later than Nov. 17, 2006.

The Debtors note that establishing December 12 as the Bar Date
will provide potential claimants with enough time after the
mailing of the Bar Date Notice Package and the printing of the
Publication Notice to review the Schedules, compare the
information in the Schedules with their own books and records,
and, if necessary, prepare and file proofs of claim.

                        About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The firm of Willkie Farr & Gallagher LLP serves as the Debtors'
counsel.  Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and
Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP,
represents the Debtors as its co-counsel.  The Debtors have
retained Rothschild Inc. as their financial advisor.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's financial
advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WINN-DIXIE: Files Management Security Plan Claims Objection
-----------------------------------------------------------
As of Winn-Dixie Stores Inc. and its debtor-affiliates' bankruptcy
filing, 1,042 individuals were participants in the Debtors'
management security plan or senior corporate officers' management
security plan.  The MSP is a non-qualified defined benefit plan
that provided retirement and death benefits to participants.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, relates that all claims of participants to benefits
under the MSP are unsecured obligations of the Debtors.  As a
result of the Debtors' Chapter 11 filing, the claims must be
treated under the Joint Plan of Reorganization consistent with
the provisions of the Bankruptcy Code.

All participants in the MSP were mailed notice of the Chapter 11
filing and the requirement to file proofs of claim by the
established bar date.  The Debtors provided participants with
individualized claim forms that included the amount of each
participant's claim under the MSP, as of the Petition Date, with
a non-priority unsecured status.

The Debtors' MSP Determined Amount included benefits discounted
to present value using a 5.25% discount rate and a RP2000 white
collar generational mortality table.  The discount to present
value reflected the bankruptcy law principle that claims payable
in the future must be reduced to their value at the time of
commencement of the bankruptcy case.

At the inception of their Chapter 11 cases, the Debtors obtained
authorization to continue making retirement and death benefit
payments to participants in retirement status and to make
payments of up to $25,000 to beneficiaries of participants not in
retirement status who die while the company is in bankruptcy
protection.  The postpetition amounts paid by the Debtors will
reduce the proof of claim amounts of the participants who
received the payments.

As a result of negotiations between the Debtors and the Official
Committee of Unsecured Creditors concerning the terms of the
Plan, it was determined that the MSP Claims would be treated as
unsecured claims but for the components that would be subject to
protection as "retiree benefits" under Section 1114 of the
Bankruptcy Code.

Under the Plan, the MSP will be terminated for all purposes as of
the Plan Effective Date.  Thus, the Plan provides that benefit
accruals under the MSP, and related trust and individual
agreements, ceased as of the Petition Date; and no further
benefits are payable under the security plans as of October 31,
2006.

The Plan further provides that the claims of all vested
participants in the MSP will be calculated as of the Debtors'
bankruptcy filing without postpetition interest or other accruals,
and without regard to service completed after the Petition Date,
and will be treated as:

   (x) Class 15-Retirement Plan Claims if greater than $3,000;

   (y) Class 17-Small Claims if $3,000 or less; and

   (z) to the extent applicable, as Class 2-MSP Death Benefit
       Claims.

In preparing to file this Omnibus Objection, the Debtors
discovered that an error had been made in determining the present
value of MSP Claims as of the Petition Date, thus the amounts
included in the individualized proof of claim forms were not
accurate, Mr. Baker discloses.

Mr. Baker says that although the error was relatively
insignificant in amount, the Debtors intend to correct it by
increasing the amounts of MSP Claims sought to be fixed and
allowed by the Omnibus Objection.

The Debtors ask the Court to confirm the allowed amount and status
of each MSP Claim, and each component Retirement Plan Claim to be
treated in Class 15 or Small Claim to be treated in Class 17 and,
if applicable, MSP Death Benefit Claim to be treated in Class 2
by:

   (a) reclassifying any MSP Claim that was filed in whole or
       part as a secured, priority or multiple status claim to
       non-priority unsecured status;

   (b) reducing any MSP Claim that was filed in an amount that
       exceeds the Debtors' MSP Determined Amount;

   (c) dividing the MSP Claims, where applicable, into Retirement
       Plan Claims or Small Claims and, if applicable, MSP Death
       Benefit Claims;

   (d) correcting the present value error to increase the
       Debtors' MSP Determined Amount of the Retirement Plan
       Claim or Small Claim by the amount of the error;

   (e) reducing the corrected amount of those Retirement Plan
       Claims or Small Claims as to which postpetition payments
       were made by the present value of such postpetition
       payments through October 31, 2006;

   (f) reducing the gross amount of those MSP Death Benefit
       Claims as to which postpetition payments were made by
       the gross amount of such postpetition payments through
       October 31, 2006; and

   (g) where any MSP Claim is represented by more than one proof
       of claim, disallowing the additional proofs of claim.

A list of the MSP Claims is available free of charge at
http://ResearchArchives.com/t/s?1425

Mr. Baker notes that distributions to be made under the Plan on
account of allowed Retirement Plan Claims, allowed Small Claims
and allowed MSP Death Benefit Claims will be subject to tax
withholding, payment, and reporting requirements.

The Omnibus Objection assumes that the provisions of the Plan
relating to the treatment of Retirement Plan Claims, Small Claims
and MSP Death Benefit Claims will be approved, that the Plan is
confirmed by the Court, and that it becomes effective in
accordance with its terms.

If the Plan is not confirmed by the Nov. 16, 2006, hearing date,
the Debtors reserve the right to amend or withdraw the Omnibus
Objection or to continue the hearing to a later date.

Responses to the Omnibus Objection must be filed no later than
Nov. 6, 2006.

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 Court to Affirm Amount of Retirement Claims
-------------------------------------------------------------
Winn-Dixie Stores Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to confirm the
allowed amount and status of each supplement retirement plan claim
that is a Retirement Plan Claim to be treated in Class 15 or a
Small Claim to be treated in Class 17 by:

   (a) reclassifying any SRP Claim that was filed in whole or
       part as a secured, priority or multiple status claim to
       non-priority unsecured status;

   (b) reducing any SRP Claim that was filed in an amount that
       exceeds the Debtors' SRP Determined Amount;

   (c) reducing any SRP Claim as to which postpetition payments
       were made by the aggregate amount of such post-petition
       payments through Oct. 31, 2006; and

   (d) where any SRP Claim is represented by more than one proof
       of claim, disallowing the additional proofs of claim.

A list of the SRP Claims is available free of charge at
http://ResearchArchives.com/t/s?1426

As of the Debtors' bankruptcy filing, 436 individuals were
participants in the Debtors' supplement retirement plan.  The SRP
is a non-qualified plan of deferred compensation.

Under the SRP, participants accrue account balances that include
amounts of compensation they have elected to defer, ranging from
1% to 25%, and a matching contribution from the Debtors equal to
50% of the participants' deferred compensation.  The accounts are
100% vested and are payable upon termination, either in a lump
sum or, if elected, in installments.

According to James H. Post, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, the SRP was intended to constitute an
unfunded, unsecured plan, with benefits to be paid from the
Debtors' general assets.  All claims of participants to benefits
under the SRP are unsecured obligations of the Debtors.  As a
result of the Debtors' Chapter 11 filing, the SRP claims must be
treated under the Joint Plan of Reorganization consistent with
the provisions of the Bankruptcy Code.

All participants in the SRP were mailed notice of the Chapter 11
filing and the requirement to file proofs of claim by the
established bar date.  The Debtors provided participants with
individualized forms that included the amount of each
participant's claim under the SRP as of the Petition Date, as
determined by the Debtors, with a non-priority unsecured status.

The Debtors had obtained authorization from the Court to continue
making payments to SRP participants in payment status while they
are in bankruptcy protection.  The postpetition amounts paid by
the Debtors will reduce the proof of claim amounts of the
participants who received the payments, Mr. Post relates.

As a result of negotiations between the Debtors and the Official
Committee of Unsecured Creditors concerning the terms of the
Plan, it was determined that the SRP Claims would be treated as
unsecured claims.

Moreover, the SRP will be terminated for all purposes as of the
Plan Effective Date.  The Plan provides that benefit accruals
under the SRP, and related trust and individual agreements,
ceased as of the Petition Date; and no further benefits are
payable under such plans, or related trust or individual
agreements, as of October 31, 2006.

The Plan further provides that the claims of all vested
participants in the SRP will be calculated as of the Debtors'
bankruptcy filing without postpetition interest or other accruals,
and without regard to service completed after the bankruptcy
filing, and will be treated as:

   (i) Class 15-Retirement Plan Claims if greater than $3,000; or

  (ii) Class 17-Small Claims if $3,000 or less.

Mr. Post notes that distributions to be made under the Plan on
account of allowed Retirement Plan Claims or Small Claims will be
subject to tax withholding, payment, and reporting requirements.

If the Plan is not confirmed by the November 16, 2006 hearing
date, the Debtors reserve the right to amend or withdraw the
Omnibus Objection or to continue the hearing to a later date.

The deadline for filing responses to the Omnibus Objection is on
Nov. 6, 2006.

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).


* Corporate Revitalization Elects Six New Partners
--------------------------------------------------
Corporate Revitalization Partners has elected six directors to
partner status.  They are: Chuck Kuoni of Chapel Hill, N.C.; Jeff
Nerland of Santa Ana, Calif; Bill Roberts of Dallas, Texas; Brad
Walker of Dallas, Texas; Don Martin of Houston, Texas; and David
Hull of Frisco, Texas.

In their new positions, the partners will be more actively
involved in marketing the firm's turnaround management services
and other partner activities, while continuing to work client
engagements.

                  About Corporate Revitalization

Corporate Revitalization Part is a national turnaround management
firm that guides distressed companies back to stability and
profitability through hands-on leadership and management. It is
committed to restoring companies' predictability, credibility and
value as quickly as possible. CRP's services include interim
management; operational financial advisory services; bankruptcy
support; merger, acquisition and due diligence support; real
estate maximization and EBITDA+ operational improvement analysis.


* Deloitte Fin'l. Promotes 20 Professionals in its Three Divisions
------------------------------------------------------------------
Deloitte Financial Advisory Services LLP has promoted 20 key
individuals within its Forensic & Dispute Services, Valuation
Services, Reorganization Services and Corporate Finance practices.
Three individuals were also promoted in Deloitte Services LP,
which supports Deloitte FAS.

"Each of these leaders has made a significant contribution to the
thoughtful, yet aggressive, expansion of Deloitte Financial
Advisory Services LLP," said Frank Piantidosi, Chairman and CEO,
Deloitte FAS.  "Specializing in fields ranging from forensic
investigation to business valuation, bankruptcy turnaround to
corporate finance, these individuals have spearheaded our efforts
to support the needs of our growing client base."

The newly promoted Deloitte FAS and Deloitte Services LP
professionals are:

   Name         Age     Title      Service Line    Office
   ----         ---     -----      ------------    ------
   Maria        41      Director    Marketing      Boston
   Abernethy

   Yogesh       34      Partner     Forensic       New York
   Bahl                             & Dispute
                                    Services

   Matt         37      Partner     Forensic       Chicago
   Bialecki                         & Dispute
                                    Services

   Matt         35      Partner     Forensic       St. Louis
   Birk                             & Dispute
                                    Services

   Jeffrey      36      Director    Technology     Dallas
   Blackwell

   Mark         45      Principal   Forensic       New York
   Blumkin                          & Dispute
                                    Services

   Peter        34      Principal   Valuation      New York
   Caputo                           Services

   Rebecca      34      Partner     Forensic       Boston
   Chasen                           & Dispute
                                    Services

   Ellen        37      Principal   Corporate      Detroit
   Clark                            Finance

   Frederick    44      Principal   Forensic       Washington D.C.
   Curry                            & Dispute
                                    Services

   Keturah      48      Director    Valuation      Atlanta
   Henderson                        Services

   Andrew       41      Principal   Corporate      Chicago
   Isgrig                           Finance

   Craig        42      Director    Valuation      Washington D.C.
   Kettler                          Services

   Dan          42      Principal   Valuation      Boston
   Knappenberger                    Services

   Kenneth      50      Director    Forensic       New York
   Leissler                         & Dispute
                                    Services

   Daniel       43      Director    Reorganization New York
   O'Brien                          Services

   Corey        31      Partner     Forensic       Chicago
   Martens                          & Dispute
                                    Services

   Kevin        37      Principal   Corporate      Los Angeles
   McFarlane                        Finance

   Greg Miocic  39      Director    Valuation      Pittsburgh
                                    Services

   Sonya Murphy 38      Partner     National       San Francisco
                                    Risk Mgt.

   Silvia Smyth 41      Principal   Forensic       Washington D.C.
                                    & Dispute
                                    Services

   William      52      Director    Valuation      Los Angeles
   Steele                           Services

   MJ Wheble    46      Director    Human          Wilton, CT
                                    Resources

Deloitte FAS, a subsidiary of Deloitte & Touche USA LLP, offers
advice to clients on critical financial and economic events and
transactions through the service lines of Corporate Finance,
Forensic & Dispute Services, Reorganization Services and Valuation
Services.  The Corporate Finance* service line operates within a
separate legal entity under the name Deloitte & Touche Corporate
Finance LLC, which is a subsidiary of Deloitte FAS.

* Partners and principals assigned to Deloitte & Touche Corporate
  Finance LLC reside within Deloitte FAS, its parent company.

                          About Deloitte

Deloitte refers to one or more of Deloitte Touche Tohmatsu, a
Swiss Verein, its member firms and their respective subsidiaries
and affiliates.  As a Swiss Verein (association), neither Deloitte
Touche Tohmatsu nor any of its member firms has any liability for
each other's acts or omissions. Each of the member firms is a
separate and independent legal entity operating under the names
"Deloitte", "Deloitte & Touche", "Deloitte Touche Tohmatsu" or
other related names.  Services are provided by the member firms or
their subsidiaries or affiliates and not by the Deloitte Touche
Tohmatsu Verein.

Deloitte & Touche USA LLP is the US member firm of Deloitte Touche
Tohmatsu.  In the US, services are provided by the subsidiaries of
Deloitte & Touche USA LLP (Deloitte & Touche LLP, Deloitte
Consulting LLP, Deloitte Financial Advisory Services LLP, Deloitte
Tax LLP and their subsidiaries), and not by Deloitte & Touche USA
LLP.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
November 2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA UK Annual Conference
         Millennium Gloucester Hotel, London, UK
            Contact: http://www.turnaround.org/

November 2-3, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Physician Agreements & Ventures
      Successful Strategies for Medical Transactions and
      Investments
         The Millennium Knickerbocker Hotel - Chicago
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      AIRA/NCBJ Breakfast Program
         Marriott, San Francisco, CA
            Contact: 415-896-1600 or http://www.airacira.org/

November 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 7-8, 2006
   EUROMONEY
      5th Annual Distressed Debt Investment Symposium
         Hyatt Regency, London, UK
            Contact: http://www.euromoneyplc.com/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon & Guest Speaker, Joel Naroff to
      discuss the economy, lending and M&A markets
         Davio's Northern Italian Steakhouse, Philadelphia, PA
            Contact: http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia National Conference
         Sydney, Australia
            Contact: http://www.turnaround.org/

November 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Webinar "Second Lien Financing or Investing: Are
      There Opportunities for You?"
         TMA HQ, Chicago, IL
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program
         St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program - Cost Containment Strategies
         St. Louis, MO
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Cocktail Reception Honoring the
      Bankruptcy Benches of the Southern &
      Eastern Districts of New York and New Jersey
      Association of the Bar of the City of New York
         New York, NY
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Reception with NYIC/NYTMA
         TBA, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

November 15, 2006
   LI TMA Formal Event
      TMA Australia National Conference
         Long Island, New York
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 15-16, 2006
   EUROMONEY INSTITUTIONAL INVESTOR
      Asia Capital Markets Forum
         Island Shangri-La, Hong Kong
            Contact: http://www.euromoneyplc.com/

November 16, 2006
   BEARD AUDIO CONFERENCES
      KERPs and Bonuses under BAPCPA
         New Legal Strategies for Retaining Executives at Troubled
            Companies
               Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, WA
            Contact: 403-294-4954 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Life in the Bankruptcy Court with BAPCPA,
      A View from The Bench
         Oxford Hotel, Denver, CO
            Contact: http://www.turnaround.org/

November 16-17, 2006
   STRATEGIC RESEARCH INSTITUTE
      8th Annual West Distressed Debt Investing Forum
         Venetian Resort Hotel Casino, Las Vegas, NV
            Contact: http://www.srinstitute.com

November 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast with Harry Nolan, Author of
         Airline without a Pilot - Lessons in Leadership
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 23-24, 2006
   EUROMONEY CONFERENCES
      5th Annual China Conference
         China World Hotel
         Beijing, China
            Contact: http://www.euromoneyconferences.com/

November 27-28, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Thirteenth Annual Conference on Distressed Investing
      Maximizing Profits in the Distressed Debt Market
         The Essex House Hotel - New York
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint TMA Florida/ACG Tampa Bay Luncheon
      Buying and Selling a Troubled Company
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Industry Trends
         Jasna Polana, Princeton, NJ
            Contact: http://www.turnaround.org/

November 30, 2006
   EUROMONEY CONFERENCES
      Euromoney/DIFC Annual Conference
      Managing superabundant liquidity
         Madinat Jumeirah, Dubai
            Contact: http://www.euromoneyconferences.com/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 5, 2006
   EUROMONEY CONFERENCES
      CFO Forum
         Hyatt Regency, Hangzhou, China
            Contact: http://www.euromoneyconferences.com/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Cash Management After The Storm:
      Near-Term Planning for Long-Term Business Success
         Sheraton, Metairie, LA
            Contact: http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

December 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA, AVF & CFA
         Georgia Aquarium, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lender's Panel
         University Club, Jacksonville, FL
            Contact: http://www.turnaround.org/

January 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lender's Panel Breakfast
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

January 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 17-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Wynn, Las Vegas, NV
            Contact: http://www.turnaround.org/

February 8-11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Certified Turnaround Professional (CTP) Training
         NY/NJ
            Contact: http://www.turnaround.org/

February 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA PowerPlay - Atlanta Thrashers
         Philips Arena, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 25-27, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Hyatt Regency, Denver, CO
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 25-26, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Marriott Park City, UT
            Contact: http://www2.nortoninstitutes.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

April 29 - May 1, 2007
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency Conference
      Zurich, Switzerland
            Contact: http://www.ibanet.org/

May 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA Atlanta Golf Outing
         White Columns, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, WY
            Contact: http://www2.nortoninstitutes.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or www.turnaround.org

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         JW Marriott Spa and Resort, Las Vegas, NV
            Contact: http://www.airacira.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      The Emerging Role of Corporate Compliance Panels
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      BAPCPA One Year On: Lessons Learned and Outlook
         Contact: http://www.beardaudioconferences.com
                  240-629-3300

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Distressed Market Opportunities
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation under the New
      Code
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Homestead Exemptions under BAPCPA
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Reverse Mergers-the New IPO?
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners and
      Litigators
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      When Tenants File -- A Landlord's BAPCPA Survival Guide
         Contact: http://www.beardaudioconferences.com
         240-629-3300

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

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 ***