TCR_Public/061102.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, November 2, 2006, Vol. 10, No. 261

                             Headlines

ACE TRANSACTIONS: Fitch Lowers Rating on Class M-3 Issue to BB
ADELPHIA COMMS: Court Denies Disclosure of MIA Non-Public Matters
ALLIS-CHALMERS: Extends Notes Exchange Offer Expiration to Nov. 22
ARBY'S RESTAURANT: Moody's Affirms Ba3 Rating on $620MM Sr. Loan
BANC OF AMERICA: Fitch Affirms 96 & Upgrades 15 RMBS Classes

BARE ESCENTUALS: Moody's Affirms B2 Corporate Family Rating
BEAR STEARNS: Better Credit Support Cues S&P to Hold 'BB' Ratings
BEAR STEARNS: Fitch Assigns Low-B Ratings to Six Cert. Classes
BEAR STEARNS: Fitch Rates $694MM ALT-A Trust Series 2006-7 Group 2
BLOCKBUSTER INC: Declares $18.75 Per Share Cash Dividend

CABELA'S CREDIT: Moody's Rates $11.2 Million Class D Notes Ba2
CAFETERIA OF SOUTH BEACH: Case Summary & 17 Unsecured Creditors
CAPITAL GROWTH: Posts $624,802 Net Loss in 2006 Second Quarter
CB RICHARD: Inks Deal to Acquire Trammell Crow for $2.2 Billion
CB RICHARD: Moody's Affirms Senior Bank Credit Facility at Ba1

CB RICHARD: Trammel Crow Deal Cues S&P to Put Ratings on Watch
CENTURY REINSURANCE: Fitch Holds Rating at Junk with Neg. Outlook
CENVEO INC: Withdraws Proposal to Acquire Banta Corp.
CITIGROUP MORTGAGE: Fitch Rates $1MM Non-offered Class 1-B5 at B
CMC HEARTLAND: Court Sets November 7 Hearing on Montana Deal

COMPLETE RETREATS: Wants Plan Filing Period Extended to Feb. 18
COMPLETE RETREATS: Wants Lease Decision Period Moved to Feb. 18
COMPLETE RETREATS: Can Remove State Proceedings Until January 19
CONSOLIDATED ENERGY: Accepts Resignation of David Guthrie as CEO
COREL CORP: Technical Sharing Cues Moody's to Hold B3 Corp. Rating

CREDIT SUISSE: Fitch Assigns B Rating to $4.2 Mil of Certificates
CWMBS INC: Fitch Puts Low-B Rating on Two Certificate Classes
CYBER DEFENSE: Earns $977,238 in 2006 Second Quarter
DORAL FINANCIAL: Fitch Cuts Issuer Default Rating to B+ from BB-
EUGENE SCIENCE: Earns $1.4 Million in Second Quarter of 2006

FBO AIR: Posts $848,842 Net Loss in 2006 Second Quarter
HARVEY ISOM: Case Summary & 11 Largest Unsecured Creditors
HEADLINERS ENT: June 30 Balance Sheet Upside Down by $10.6 Million
HEALTH SCIENCES: Posts $1.1 Mil. Net Loss in 2006 Second Quarter
HEXION SPECIALTY: Eliminates Certain Defaults on Notes

HIGHLINE PORTAFAB: Case Summary & 19 Largest Unsecured Creditors
HOLLINGER INC: Gets Canadian Court Injunction Against David Radler
IMPART MEDIA: Posts $3 Million Net Loss in Second Quarter of 2006
INFONXX INC: Recapitalization Cues Moody's to Place B2 Rating
JOHN BALL: Case Summary & 10 Largest Unsecured Creditors

KRISPY KREME: Grants 420,000 Common Shares to Executives
LAKE AT LAS VEGAS: S&P Cuts Corp. Credit Ratings to CCC From B
LEHMAN ABS: Fitch Affirms Ratings on 16 Lehman MH Securitizations
LEVEL 3: Incurs $138 Million Net Loss in 2006 Third Quarter
LEVEL 3: DBRS Upgrades Senior Unsecured Notes' Rating to B (low)

LODGENET ENTERTAINMENT: Moody's Holds Corp. Family Rating at B1
M&K HOLDINGS: Case Summary & 12 Largest Unsecured Creditors
MARK IV: Increased Debt Level Cues Moody's to Pare Ratings
MORGAN STANLEY: Fitch Rates Six Certificate Classes at Low-Bs
MORTGAGE ASSET: Class B-4 Certificates Get Fitch's BB- Rating

MOSAIC COMPANY: Units Offer to Buy $1 Bil of Notes and Debentures
MOSAIC COMPANY: Moody's Says Tender Offer Won't Change Ba3 Rating
NCO GROUP: Special Shareholders' Meeting Set for November 9
NCO GROUP: Moody's Rates Proposed $200MM Sr. Notes at Caa1
NEW WORLD: N.Y. Bankruptcy Court Recognizes Bermuda Proceedings

NORTHWESTERN CORP: McGreevey Settlement Hearing Slated for Nov. 9
OAKLAND/FALLS OFFICE: Case Summary & Four Largest Unsec. Creditors
OPBIZ LLC: Credit Pact Amendment Cues S&P to Hold Junk Rating
PACIFIC BAY: Moody's Eyes Upgrade of Ba3 Rated $17MM Pref. Shares
PERFORMANCE TRANSPORTATION: Files Plan and Disclosure Statement

PERFORMANCE TRANSPORTATION: Sets Voting & Solicitation Procedures
PERFORMANCE TRANSPORTATION: Seeks Amendments to DIP Financing Pact
PLEASANTVIEW SWIMMING: Case Summary & 20 Known Creditors
PORTRAIT CORP: Court Sets November 28 as Proofs of Claim Bar Date
RAM ENTERPRISES: Case Summary & 19 Largest Unsecured Creditors

RENAISSANCE PARK: Case Summary & 20 Largest Unsecured Creditors
SEMCO ENERGY: S&P Holds BB- Ratings with Positive Outlook
SEQUIAM CORP: Posts $2,645,941 Net Loss in 2006 Second Quarter
SHAW COMMS: Board Declares Dividend on Class A and Class B Shares
SOPHIA MEIMAROGLOU: Case Summary & 13 Largest Unsecured Creditors

STRUCTURED ADJUSTABLE: Fitch Rates $485.7MM Mortgage Certificates
TIMBERSTAR TRUST: Moody's Rates $130MM Class F Certificates at Ba2
TIMBERSTAR TRUST: Fitch Rates $130 Mil Class F Certificates at BB
TITANIUM METALS: Board Declares Dividend on 6.75% Preferred Stock
TOOLS 4: Voluntary Chapter 11 Case Summary

TRUSTREET PROPERTIES: Moody's Eyes Upgrade for B1 Rated Sr. Debt
TRUSTREET PROPERTIES: S&P Puts Ratings on Positive CreditWatch
VALASSIS COMM: Earns $6.6 Million in Quarter Ended September 30
VARIG S.A.: Hires Air Canada to Look for Equity Investors
WACHOVIA BANK: Fitch Places Low-B Rating on Six Cert. Classes

WARNER MUSIC: Good Performance Cues S&P to Lift Sr. Sec. Rating
Z-1 CDO: Fitch Lowers Rating on $21 Million Notes to C from CC

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

                             *********

ACE TRANSACTIONS: Fitch Lowers Rating on Class M-3 Issue to BB
--------------------------------------------------------------
Fitch has taken various rating actions on these classes of Ace
Securities Corporation issues:

Series 2002-HE3:

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+;
     -- Class M-2, rated 'A', placed on Rating Watch Negative;
     -- Class M-3 downgraded to 'BB' from 'BBB'.

Series 2003-FM1

     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'A-';
     -- Class M-4 affirmed at 'BBB+;
     -- Class M-5, rated 'BBB', placed on Rating Watch Negative;
     -- Class M-6, rated 'BBB-', placed on Rating Watch Negative.

The underlying collateral for the mortgage transactions listed
above consists of both fixed- and adjustable-rate mortgage loans
secured by first and second liens on residential mortgages
extended to subprime borrowers.  The mortgage loans were acquired
by various originators.  The mortgage loans of series 2002-HE3 are
serviced by Wells Fargo Bank, N.A. (rated 'RPS1' by Fitch) and
Select Portfolio Servicing, Inc. (rated 'RPS2' by Fitch) and
series 2003-FM1 are serviced by Litton Loan Servicing LP, a wholly
owned subsidiary of Credit-Based Asset Servicing and
Securitization LLC (C-BASS; rated 'RPS1' by Fitch).

The affirmations reflect an adequate relationship between credit
enhancement and expected loss and affect approximately $82.92
million in outstanding certificates.  The negative actions on the
classes M-2 and M-3 of series 2002-HE3 and classes M-4 and M-5 of
series 2003-FM1 affect approximately $25.89 million in outstanding
certificates.

The class M-3 of series 2002-HE3 has been downgraded and class M-2
of series 2002-HE3 and classes M-4 and M-5 of series 2003-FM1 have
been placed on Rating Watch Negative due to monthly losses
exceeding the available excess spread in recent months, which has
caused deterioration in the overcollateralization amounts.  As of
the October 2006 distribution, the OC for series 2002-HE3 has
declined four months in a row and its OC amount of $2,700,627 is
below the target amount of $3,487,960.  The OC for series 2003-FM1
has declined three out of the last four months and its OC amount
of $1,952,119 is below the target amount of $2,272,247.  Both
deals have stepped down and the OC targets for both transactions
have reached their floors.

The pools are seasoned 40 and 45 months and have pool factors
(current principal balance as a percentage of original) of 9%
(series 2003-FM1) and 11% for series 2003-FM1 and 2002-HE2,
respectively.

Fitch will closely monitor the relationship between excess spread
and losses.  If the losses exceed excess spread, the ratings will
be reassessed.


ADELPHIA COMMS: Court Denies Disclosure of MIA Non-Public Matters
-----------------------------------------------------------------
The Honorable Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York denied the request of the
Adelphia Communications Corporation Bondholder Group for the
disclosure of non-public matters relating to the issues raised in
the Motions in Aid of Confirmation.

As previously reported, the ACC Bondholder Group asked the Court
to revive the issues raised in the settlement negotiation process.

The Court denies the ACC Bondholder Group's request, citing that
it is premature.

"A plan has been proposed that will settle the MIA issues, and
make the MIA process unnecessary, relieving creditors of the
extraordinary costs that continued litigation would entail, and
relieving the Debtors and their continuing employees of the
enormous strain the MIA process created.  This is not the time to
announce the MIA process's revival.  If the Joint Plan is not
confirmed, there will be time enough to revive the MIA process
then," Judge Gerber says.

                   Unsealing of Certain Evidence

Judge Gerber, however, grants the ACC Bondholder Group's request
to "declassify" evidence in the MIA process, and transcripts of
the proceedings in the MIA process -- subject to the Debtors'
rights to redact or withhold material that would otherwise be
declassified, to excise material whose disclosure would be
damaging to the interests of the estate.

"Frankly, I have doubts as to whether review of the MIA evidence,
or transcripts, would assist creditors in any significant way in
evaluating the MIA dispute (which is extraordinarily complex), or
in making predictions as to its outcome.  But I'm willing to let
creditors try, and (more realistically) to let plan supporters and
opponents make arguments based on MIA evidence," Judge Gerber
says.

"I'll also declassify and unseal briefs and hearing or conference
transcripts that were filed under seal in proceedings before me
that related to the settlement process, except to the extent
(which I believe is modest) that the submissions included
commercially sensitive matter that is subject to protection by
reason of my first ruling," Judge Gerber continues.

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

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


ALLIS-CHALMERS: Extends Notes Exchange Offer Expiration to Nov. 22
------------------------------------------------------------------
Allis-Chalmers Energy, Inc., has extended the expiration of the
exchange offer relating to its 9% Senior Notes due 2014 until  
5:00 p.m., New York City time, on Nov. 22, 2006.

The extension is due to the pending dissemination of financial
information relating to its completed acquisition of Petro-
Rentals, Incorporated, and its pending acquisition of all the
assets of Oil & Gas Rental Services, Inc.

The exchange offer is being made by the Company's prospectus with
respect to the exchange offer and the related letter of
transmittal.

Copies of the prospectus and letter of transmittal may be obtained
from the exchange agent for the exchange offers at:

By Registered or Certified Mail:

                Wells Fargo Bank, N.A.
                MAC N9303-121
                P.O. Box 1517
                Minneapolis, MN 55480-1517
                Attn: Corporate Trust Operations

By Regular Mail, Hand or Overnight Delivery:

                Wells Fargo Bank, N.A.
                Sixth and Marquette
                MAC N9303-121
                Minneapolis, MN 55479
                Attn: Corporate Trust Operations

For Assistance (for eligible institutions):

                Tel.: (800) 344-5128
                Fax: (612) 667-4927

Based in Houston, Texas, Allis-Chalmers Energy Inc. (AMEX: ALY)
-- http://www.alchenergy.com/-- provides oilfield services and  
equipment to the oil and gas exploration and development companies
primarily in Texas, Louisiana, New Mexico, Colorado, and Oklahoma;
offshore in the United States Gulf of Mexico; and offshore and
onshore in Mexico.  The company offers directional drilling,
compressed air drilling, casing and tubing, rental tools, and
production services.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 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
sector, confirmed its B3 Corporate Family Rating for Allis-
Chalmers Energy Inc.  Moody's also affirmed its B3 rating on the
company's 9% Senior Unsecured Guaranteed Global Notes Due 2014,
and assigned the debentures an LGD4 rating suggesting a projected
loss-given default of 54%.

As reported in the Troubled Company Reporter on July 31, 2006,
Standard & Poor's Ratings Services affirmed its 'B-' rating on
Allis-Chalmers Energy Inc.'s proposed $80 million senior notes
issuance due 2014.  The rating service also affirmed its 'B-'
corporate credit rating on the company.  The outlook is stable.


ARBY'S RESTAURANT: Moody's Affirms Ba3 Rating on $620MM Sr. Loan
----------------------------------------------------------------
Moody's Investors Service affirmed all ratings of Arby's
Restaurant Group Inc. and changed the rating outlook to negative
from stable.

Ratings affirmed are:

   -- Corporate family rated B1

   -- Probability of default rating of B2

   -- $100 million guaranteed senior secured revolving credit
      facility, due July 25, 2011, rated Ba3 / 28% / LGD2

   -- $620 million guaranteed senior secured term loan B due July
      25, 2012, rated Ba3 / 28% / LGD2

Outlook changed to negative from stable

The outlook reflects Arby's operating performance to date which
has fallen short of Moody's previous expectations when the ratings
were first assigned to Arby's on June 30, 2005.  For twelve months
ending June 30, 2006, leverage remained high at about 6x, coverage
on an EBIT to gross interest basis was relatively weak at about
1.5x, while retained cash flow to debt was modest at about 6.9%.

Moody's also views Arby's liquidity as weak based on our belief
that there is only a modest cushion under its existing bank
covenants, which could limit access to the facility or require
modification to covenant levels.  The ratings are supported by
Arby's reasonable level of brand awareness in its core markets,
meaningful scale with approximately 3,500 units, and relatively
diversified day part breakdown between lunch and dinner.

Arby's Restaurant Group, Inc., is headquartered in Atlanta,
Georgia, and currently owns and operates approximately 1,043 and
franchises 2,516 Arby's quick service restaurants, the majority of
which are in the United States.


BANC OF AMERICA: Fitch Affirms 96 & Upgrades 15 RMBS Classes
------------------------------------------------------------
Fitch has taken rating actions on these Banc of America mortgage
pass-through certificates:

Series 2001-4 Group 1:

     -- Class 1-B-1 affirmed at 'AAA';
     -- Class 1-B-2 affirmed at 'AAA';
     -- Class 1-B-3 affirmed at 'AAA';
     -- Class 1-B-4 affirmed at 'AAA';
     -- Class 1-B-5 affirmed at 'AA-'.

Series 2001-4 Group 2:

     -- Class 2-B-1 affirmed at 'AAA';
     -- Class 2-B-2 affirmed at 'AAA';
     -- Class 2-B-3 affirmed at 'AAA';
     -- Class 2-B-4 affirmed at 'AA+';
     -- Class 2-B-5 affirmed at 'A'.

Series 2002-J:

     -- Class A affirmed at 'AAA'.

Series 2002-K:

     -- Class A affirmed at 'AAA'.

Series 2002-L:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AA+';
     -- Class B-3 affirmed at 'AA-';
     -- Class B-4 affirmed at 'A';
     -- Class B-5 affirmed at 'BBB'.

Series 2003-1 Group 1:

     -- Class A affirmed at 'AAA';
     -- Class 1-B-1 affirmed at 'AAA';
     -- Class 1-B-2 affirmed at 'AA+';
     -- Class 1-B-3 affirmed at 'AA';
     -- Class 1-B-4 affirmed at 'A';
     -- Class 1-B-5 affirmed at 'BB'.

Series 2003-1 Group 2:

     -- Class A affirmed at 'AAA'.

Series 2003-2 Group 1:

     -- Class A affirmed at 'AAA'.

Series 2003-2 Group 2:

     -- Class A affirmed at 'AAA'.

Series 2003-3 Group 1:

     -- Class A affirmed at 'AAA'.

Series 2003-3 Group 2:

     -- Class A affirmed at 'AAA';
     -- Class 2-B-1 affirmed at 'AAA';
     -- Class 2-B-2 affirmed at 'AA';
     -- Class 2-B-3 affirmed at 'A';
     -- Class 2-B-4 affirmed at 'BBB';
     -- Class 2-B-5 affirmed at 'BB'.

Series 2003-4 Group 1:

     -- Class A affirmed at 'AAA'.

Series 2003-4 Group 2:

     -- Class A affirmed at 'AAA';
     -- Class 2-B-1 affirmed at 'AA+';
     -- Class 2-B-2 affirmed at 'A+';
     -- Class 2-B-3 affirmed at 'BBB+';
     -- Class 2-B-4 affirmed at 'BB+';
     -- Class 2-B-5 affirmed at 'B+'.

Series 2003-6 Group 1:

     -- Class A affirmed at 'AAA'.

Series 2003-6 Group 2:

     -- Class A affirmed at 'AAA'.

Series 2003-7:

     -- Class A affirmed at 'AAA'.

Series 2003-8 Group 1:

     -- Class A affirmed at 'AAA';
     -- Class 1-B-1 upgraded to 'AA+' from 'AA';
     -- Class 1-B-2 upgraded to 'A+' from 'A';
     -- Class 1-B-3 upgraded to 'BBB+' from 'BBB';
     -- Class 1-B-4 upgraded to 'BB+' from 'BB';
     -- Class 1-B-5 upgraded to 'B+' from 'B'.

Series 2003-8 Group 2:

     -- Class A affirmed at 'AAA'.

Series 2003-8 Group 3:

     -- Class A affirmed at 'AAA'.

Series 2003-9 Group 1:

     -- Class A affirmed at 'AAA';
     -- Class 1-B-1 upgraded to 'AA+' from 'AA';
     -- Class 1-B-2 upgraded to 'A+' from 'A';
     -- Class 1-B-3 upgraded to 'BBB+' from 'BBB';
     -- Class 1-B-4 upgraded to 'BB+' from 'BB';
     -- Class 1-B-5 upgraded to 'B+' from 'B'.

Series 2003-9 Group 3:

     -- Class A affirmed at 'AAA';
     -- Class 3-B-1 affirmed at 'AA';
     -- Class 3-B-2 affirmed at 'A';
     -- Class 3-B-3 upgraded to 'BBB+' from 'BBB';
     -- Class 3-B-4 upgraded to 'BB+' from 'BB';
     -- Class 3-B-5 affirmed at 'B'.

Series 2003-9 Groups 2&4:

     -- Class A affirmed at 'AAA'.

Series 2003-A:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AA';
     -- Class B-3 affirmed at 'A';
     -- Class B-4 affirmed at 'BBB';
     -- Class B-5 affirmed at 'BB'.

Series 2003-F:

     -- Class A affirmed at 'AAA'
     -- Class B-1 affirmed at 'AA+'
     -- Class B-2 upgraded to 'AA-' from 'A+'
     -- Class B-3 affirmed at 'BBB+'
     -- Class B-4 affirmed at 'BB+'
     -- Class B-5 affirmed at 'B+'

Series 2003-G:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA+';
     -- Class B-2 upgraded to 'AA-' from 'A+';
     -- Class B-3 affirmed at 'BBB+';
     -- Class B-4 affirmed at 'BB+';
     -- Class B-5 upgraded to 'BB-' from 'B+'.

Series 2003-H:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AA';
     -- Class B-3 affirmed at 'A';
     -- Class B-4 affirmed at 'BBB';
     -- Class B-5 affirmed at 'BB'.

Series 2003-I:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

Series 2003-J:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

Series 2003-K:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA+';
     -- Class B-4 affirmed at 'BB+';
     -- Class B-5 affirmed at 'B+'.

Series 2003-L:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

The underlying collateral on the aforementioned transactions
consists of 15-year and 30-year fixed-rate and adjustable-rate
mortgages extended to prime borrowers.  The transactions are
primarily secured by first liens on one- to four-family
residential properties.  As of the October 2006 distribution date,
the pool factors range from approximately 1% to 64%, and the
transactions are seasoned in range of 34 months to 66 months.  The
master servicer for all transactions is Bank of America, N.A.,
which is currently rated 'RPS1' by Fitch.

The affirmations reflect stable relationships of credit
enhancement to future expected losses, and affect approximately
$5.54 billion in outstanding certificates.

The upgrades reflect an improvement in the relationship between CE
and future expected losses, and affect approximately $31.22
million in outstanding certificates.


BARE ESCENTUALS: Moody's Affirms B2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Bare Escentuals Beauty, Inc's
corporate family rating of B2.  The outlook has been revised to
positive reflecting the rapid deleveraging of the company's
balance sheet following its successful initial public offering.  
To reflect the significant changes in the company's capital
structure, Moody's lowered the rating on Bare's first lien bank
facilities to B2 from Ba2 reflecting the repayment of the second
lien facilities and senior subordinated notes at the holding
company, Bare Escentuals, Inc.

The ratings on the second lien facilities have been withdrawn.

These ratings were affirmed:

   -- Corporate family rating at B2;

These ratings were downgraded:

   -- $25 million senior secured first-lien revolving credit
      facility due 2011, to B2 (LGD3, 33%) from Ba2 (LGD2, 22%);

   -- $343.7 million senior secured first-lien term loan facility
      due 2012, to B2 (LGD3, 33%) from Ba2 (LGD2, 22%);

   -- Probability of Default rating to B3 from B2.

Outlook revised to positive from stable.

Bare's corporate family rating and positive outlook reflect the
company's strong operating momentum and leading mineral-based
market position in the foundation category of the U.S. cosmetics
industry.

In addition, Bare's ratings reflect the company's growing brand
identity, diversified retail distribution, along with its
improving managerial and operational resources.  Utilizing the 16
factors cited in Moody's Global Packaged Goods Industry rating
methodology and Bare's pro-forma 2006 financial metrics, the
company's corporate family rating would map to a Ba3, which is two
levels above its current B2 corporate family rating.  The
methodology derived rating is lifted by the company's strong
qualitative elements, which are more reflective of a Ba credit
while profitability is more in line with investment grade
companies.

However, the current B2 corporate family rating reflects the
company's small scale, limited product diversification and
exposure to potential competitive activity by other industry
players that have significantly more financial flexibility,
greater bargaining power with customers, and considerably larger
resources available to seek market share gains in the foundation
category.

In addition, the ratings are constrained by Bare's weak financial
policy score, which is given particular weight in light of the
history of debt-financed returns of capital to its shareholders.
The company scores single-B for most of its proforma credit
metrics, including a Caa score on Free Cash Flow to Debt.

Moody's notes that Bare's proforma leverage has significantly
improved following the initial public offering to approximately 3x
(using Moody's standard analytical adjustments) and is more
consistent with a Baa issuer.  However, the risk of additional
debt financed shareholder return initiatives remains moderate and
will constrain the rating for the near-term.

The establishment of a longer track record at current
profitability levels, a more diversified mix of products, brands
and distributional channels, and sustained de-leveraging over the
long-term, with Free Cash Flow to Debt sustained above 8 percent
(excluding the impact of dividend recapitalization transactions)
and sustained Debt to EBITDA below 5 times, could result in a
ratings upgrade.  Conversely, negative rating actions could be
possible through the realization of identified risks resulting in
weakened profit levels.  Debt to EBITDA sustained above 7 times or
Free Cash Flow to Debt  that remains in the low single digits or
is negative, could result in a downgrade.

Bare Escentuals Beauty, Inc. with headquarters in San Francisco,
California, markets cosmetics and skin products, under the Bare
Escentuals and MD Formulations brands.  Last twelve months sales
as of July 2, 2006 were $333 million.


BEAR STEARNS: Better Credit Support Cues S&P to Hold 'BB' Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on nine
classes of asset-backed certificates from five Bear Stearns Asset
Backed Securities Trust transactions.

Concurrently, ratings are affirmed on 273 classes from 37 series
from the same issuer and on six classes from three Bear Stearns
Asset Backed Securities Inc. transactions.

The raised ratings reflect increases in the actual and projected
credit support percentages for the respective classes, despite
relatively high total delinquencies and cumulative realized
losses.  The higher credit support percentages resulted from the
shifting interest structure of the transactions, which benefit
from the relatively fast principal prepayments experienced by
the collateral.  As of the September 2006 remittance period, total
delinquencies ranged from 2.8% to 16.74% (series 2002-AC1).
Cumulative realized losses ranged from .08% to .49%.

The affirmations reflect adequate actual and projected credit
support percentages for the current ratings.  As of the September
2006 remittance period, total delinquencies ranged from 1.65% to
31.31%.  Cumulative realized losses ranged from .01% to 8.15%
(series 2001-3).  For most of these transactions, however,
cumulative realized losses were well below 1.00%.

In addition, most of the transactions are either at or approaching
their respective overcollateralization targets, as each
transaction is generating excess interest cash flow that is well
above monthly net losses.

Credit support is primarily provided by subordination alone or
through a combination of subordination, o/c, and excess interest
cash flow.  The collateral primarily consists of 30-year prime,
subprime, scratch-and-dent, or reperforming fixed- and/or
adjustable-rate first- and second-lien mortgage loans secured by
one- to four-family residential properties.
   
                        Ratings Raised
   
            Bear Stearns Asset Backed Securities Trust
                   Asset-backed certificates
                          
                           Rating
                           ------
     
            Series    Class        To          From
            ------    -----        --          ----
     
            2002-AC1  B-3          AA+         AA
            2003-AC4  M-1          AA+         AA
            2003-AC4  M-2          AA-         A
            2003-AC5  M-1          AA+         AA
            2003-AC5  M-2          A+          A
            2003-SD2  B-1          AA+         AA
            2003-SD2  B-2          A+          A
            2004-AC1  M-1          AA+         AA
            2004-AC1  M-2          A+          A
   
                       Ratings Affirmed
     
             Bear Stearns Asset Backed Securities Inc.
                   Asset-backed certificates

                Series     Class            Rating
                ------     -----            ------

                1998-1     M-1                AA
                1998-1     M-2                A-
                2000-1     AF                 AAA
                2000-2     M-1                AAA
                2000-2     M-2                A+
                2000-2     B                  BBB
     
            Bear Stearns Asset Backed Securities Trust
                   Asset-backed certificates

                Series     Class            Rating
                ------     -----            ------

                2001-2     1-A2, 2-A         AAA
                2001-2     M-1               AA+
                2001-2     M-2               A
                2001-2     B                 BBB
                2001-3     A-1, A-2, A-3     AAA
                2001-3     M-1               AA
                2001-3     M-2               A
                2001-3     B                 BBB
                2002-1     1-A5, 2-A         AAA
                2002-1     M-1               AA
                2002-1     M-2               A
                2002-1     B                 BBB
                2002-2     A-1, A-2          AAA
                2002-2     M-1               AA+
                2002-2     M-2               AA-
                2002-2     B                 BBB
                2002-AC1   PO-1, PO-2,
                           X-1, X-2,
                           X-3, B-1, B-2     AAA
                2003-1     A-1, A-2          AAA
                2003-1     M-1               AA
                2003-1     M-2               A
                2003-1     B                 BBB
                2003-2     A-1, A-2,
                           A-3               AAA
                2003-2     M-1               AA
                2003-2     M-2               A
                2003-2     B                 BBB
                2003-3     A-1, A-2,
                           A-IO              AAA
                2003-3     M-1               AA
                2003-3     M-2               A
                2003-3     B                 BBB
                2003-ABF1  A                 AAA
                2003-ABF1  M                 AA
                2003-AC3   A-1               AAA
                2003-AC3   M-1               AA
                2003-AC3   M-2, M-3          A
                2003-AC3   B-1               BBB
                2003-AC4   A, A-IO           AAA
                2003-AC4   BB                BBB
                2003-AC5   A-1, A-2,
                           A-3, A-4,
                           A-5               AAA
                2003-AC5   B                 BBB
                2003-AC6   A-1, A-2,
                           A-3, A-4,
                           A-5               AAA
                2003-AC6   M-1               AA
                2003-AC6   M-2               A
                2003-AC6   BB                BBB
                2003-AC7   A-1, A-2,
                           A-3, A-4          AAA
                2003-AC7   M-1               AA
                2003-AC7   M-2               A
                2003-AC7   B                 BBB
                2003-HE1   I-A-2             AAA
                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
                2003-HE1   M-6               BBB-
                2003-SD1   A                 AAA
                2003-SD1   M-1               AA
                2003-SD1   M-2               A
                2003-SD1   B                 BBB
                2003-SD2   I-A, II-A,
                           III-A             AAA
                2003-SD2   B-3               BBB
                2003-SD2   B-4               BB
                2003-SD2   B-5               B
                2003-SD3   A                 AAA
                2003-SD3   M-1               AA
                2003-SD3   M-2               A
                2003-SD3   B                 BBB
                2004-1     A-1, A-2,
                           A-IO              AAA
                2004-1     M-1               AA
                2004-1     M-2               A
                2004-1     M-3               BBB+
                2004-1     B-1, B-2          BBB-
                2004-2     A-1, A-2,
                           A-3, A-4,
                           A-5, A-IO         AAA
                2004-2     M-1               AA+
                2004-2     M-2               A
                2004-2     M-3               BBB
                2004-2     B                 BBB-
                2004-AC1   A-1, A-2,
                           A-3               AAA
                2004-AC1   B                 BBB
                2004-HE1   I-A-2             AAA
                2004-HE1   M-1               AA
                2004-HE1   M-2               A
                2004-HE1   M-3               A-
                2004-HE1   M-4               BBB+
                2004-HE1   M-5               BBB
                2004-HE1   M-6               BBB-
                2004-HE2   I-A2, II-A        AAA
                2004-HE2   M-1               AA
                2004-HE2   M-2               A
                2004-HE2   M-3               A-
                2004-HE2   M-4               BBB+
                2004-HE2   M-5               BBB
                2004-HE2   M-6               BBB-
                2004-HE3   I-A2, II-A        AAA
                2004-HE3   M-1               AA
                2004-HE3   M-2               A
                2004-HE3   M-3               A-
                2004-HE3   M-4               BBB+
                2004-HE3   M-5               BBB
                2004-HE3   M-6               BBB-
                2004-HE3   M-7               BB
                2004-SD1   A-1, A-2          AAA
                2004-SD1   M-1               AA
                2004-SD1   M-2               A
                2004-SD1   M-3               BBB
                2004-SD1   B                 BBB-
                2004-SD2   I-A, II-A,
                           III-A, IV-A       AAA
                2004-SD2   B-1               AA
                2004-SD2   B-2               A
                2004-SD2   B-3               BBB
                2004-SD2   B-4               BB
                2004-SD2   B-5               B
                2004-SD3   A-1, A-2,
                           A-3, A-4          AAA
                2004-SD3   M-1               AA
                2004-SD3   M-2               A
                2004-SD3   M-3     BBB
                2004-SD3   B                 BBB-
                2004-SD4   A-1, A-2          AAA
                2004-SD4   M-1               AA
                2004-SD4   M-2               A
                2004-SD4   B                 BBB
                2005-1     A                 AAA
                2005-1     M-1               AA
                2005-1     M-2               A
                2005-1     M-3               A-
                2005-1     M-4               BBB+
                2005-1     M-5               BBB
                2005-1     M-6               BBB-
                2005-1     M-7               BB
                2005-2     A-1, A-2,
                            A-3              AAA
                2005-2     M-1               AA
                2005-2     M-2               A
                2005-2     M-3               A-
                2005-2     M-4               BBB+
                2005-2     M-5               BBB
                2005-2     M-6               BBB-
                2005-2     M-7               BB
                2005-3     A-1, A-2,
                           A-3               AAA
                2005-3     M-1               AA
                2005-3     M-2               A
                2005-3     M-3               A-
                2005-3     M-4               BBB+
                2005-3     M-5               BBB
                2005-3     M-6               BBB-
                2005-3     M-7               BB
                2005-4     A-1               AAA
                2005-4     M-1               AA
                2005-4     M-2               A
                2005-4     M-3               A-
                2005-4     M-4               BBB+
                2005-4     M-5               BBB
                2005-4     M-6               BBB-
                2005-4     M-7               BB+
                2005-SD1   I-A-1, I-A-2,
                           I-A-3, II-A       AAA
                2005-SD1   I-M-1, II-M-1     AA
                2005-SD1   I-M-2, II-M-2     A
                2005-SD1   I-M-3             A-
                2005-SD1   I-M-4             BBB+
                2005-SD1   I-M-5, II-M-3     BBB
                2005-SD1   I-M-6, II-B       BBB-
                2005-SD1   I-B               BB
                2005-SD2   I-A-1, I-A-2,
                           I-A-3, II-A-1,
                           II-A-2            AAA
                2005-SD2   I-M-1, II-M-1     AA
                2005-SD2   I-M-2, II-M-2     A
                2005-SD2   I-M-3             A-
                2005-SD2   I-M-4             BBB+
                2005-SD2   I-M-5, II-M-3     BBB
                2005-SD2   I-M-6, II-B       BBB-
                2005-SD2   I-B               BB
                2005-SD3   I-A, II-A-1,
                           II-A-1            AAA
                2005-SD3   I-M-1, II-M-1     AA
                2005-SD3   I-M-2, II-M-2     A
                2005-SD3   I-M-3             A-
                2005-SD3   I-M-4             BBB+
                2005-SD3   I-M-5, II-M-3     BBB
                2005-SD3   I-M-6, II-M-4     BBB-
                2005-SD3   II-B              BB
                2005-SD4   I-A-1, I-A-2,  
                           I-X, I-PO,
                           II-A-1, II-A-2    AAA
                2005-SD4   I-B1, II-M-1      AA
                2005-SD4   I-B-2, II-M-2     A
                2005-SD4   I-B-3, II-M-3     BBB
                2005-SD4   II-M-4            BBB-
                2006-1     A                 AAA
                2006-1     M-1               AA
                2006-1     M-2               AA-
                2006-1     M-3               A
                2006-1     M-4               A-
                2006-1     M-5               BBB+  
                2006-1     M-6               BBB
                2006-1     M-7               BBB-


BEAR STEARNS: Fitch Assigns Low-B Ratings to Six Cert. Classes
--------------------------------------------------------------
Bear Stearns Commercial Mortgage Securities Trust 2006-TOP24,
commercial mortgage pass-through certificates are rated by Fitch:

     -- $59,200,000 class A-1 'AAA';

     -- $173,230,000 Class A-2 'AAA';

     -- $91,660,000 class A-3 'AAA'

     -- $81,000,000 class A-AB 'AAA'

     -- $715,258,000 class A-4 'AAA'

     -- $153,472,000 class A-M 'AAA'

     -- $101,676,000 class A-J 'AAA'

     -- $1,534,723,954 Class X-1 'AAA' (notional amount and
        interest only);

     -- $1,502,572,000 class X-2 'AAA' (notional amount and
        interest only);

     -- $28,776,000 class B 'AA';

     -- $13,429,000 class C 'AA-';

     -- $21,102,000 class D 'A';

     -- $13,429,000 class E 'A-';

     -- $13,429,000 class F 'BBB+';

     -- $19,184,000 class G 'BBB';

     -- $9,592,000 class H 'BBB-';

     -- $3,837,000 class J 'BB+';

     -- $3,837,000 class K 'BB';

     -- $5,755,000 class L 'BB-';

     -- $5,755,000 class M 'B+';

     -- $1,918,000 class N 'B';

     -- $1,919,000 class O 'B-'.

The $17,265,954 class P is not rated by Fitch.

Classes A-1, A-2, A-3, A-AB, A-4, A-M, and A-J are offered
publicly, while classes X, B, C, D, E, F, G, H, J, K, L, M, N, and
O 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 153 fixed-rate loans
having an aggregate principal balance of approximately
$1,534,723,955, as of the cutoff date.


BEAR STEARNS: Fitch Rates $694MM ALT-A Trust Series 2006-7 Group 2
------------------------------------------------------------------
Fitch rates Bear Stearns ALT-A Trust, Mortgage Pass-Through
Certificates, series 2006-7/Group II:

     -- $643,760,000 classes I-AE-1 through I-AE-5, II-1A-1, II-
        1A-2, II-1X-1, II-2A-1A, II-2A-1B, II-2A-2, II-3A-1, II-
        3A-2, and II-2X-1 through II-2X-5, and II-3X-1 'AAA'
        ('senior certificates');

     -- $27,069,000 classes II-B-1 and II-BX-1 'AA';

     -- $7,635,000 class II-B-2 'A';

     -- $5,899,000 class II-B-3 'BBB';

     -- $3,818,000 class II-B-4 (privately offered) 'BB';

     -- $3,123,000 class II-B-5 (privately offered) 'B'.

The 'AAA' ratings on the group II senior certificates reflects the
7.25% subordination provided by the 3.90% class II-B-1, the 1.10%
class II-B-2, the 0.85% class II-B-3, the 0.55% II-B-4, the 0.45%
class II-B-5, and 0.40% unrated class II-B-6.

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 master servicing
capabilities of Wells Fargo Bank, N.A.; rated 'RMS1' by Fitch
Ratings).

The mortgage loans have an aggregate principal balance of
approximately $694,082,539 as of the cut-off date (October 1,
2006), an average balance of $406,134, a weighted average
remaining term to maturity of 359 months, a weighted average
original loan-to-value ratio of 76.84% and a weighted average
coupon of 6.94%.  Rate/term and cash-out refinances account for
10.6% and 27.5% of the loans, respectively.  The weighted average
FICO credit score of the loans is 715.  Owner occupied properties
and second homes account for 80.15% and 10.9% of the loans,
respectively.  The states that represent the largest geographic
concentration are California (34%), Florida (19%) and Georgia
(12%). All other states represent less than 5% of the aggregate
loan pool.

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


BLOCKBUSTER INC: Declares $18.75 Per Share Cash Dividend
--------------------------------------------------------
Blockbuster Inc.'s board of directors has declared a quarterly
cash dividend of $18.75 per share on its shares of 7-1/2% Series A
Cumulative Convertible Perpetual Preferred Stock, in accordance
with the terms of the Series A Preferred Stock.  The dividend will
be payable on Nov. 15, 2006, to the holders of record of the
Series A Preferred Stock at the close of business on Nov. 1, 2006.

                      About Blockbuster

Blockbuster Inc. -- http://www.blockbuster.com/-- provides  
in-home movie and game entertainment, with more than 9,000 stores
throughout the Americas, Europe, Asia and Australia..

                        *    *    *

As reported in the Troubled Company Reporter on Oct. 11, 2006,
Moody's Investors Service affirmed its B3 Corporate Family Rating
for Blockbuster Inc. in connection with its implementation of the
new Probability-of-Default and Loss-Given-Default rating
methodology for the US and Canadian Retail sector.

Standard & Poor's Ratings Services lowered, in November 2005,
its corporate credit and bank loan ratings on Blockbuster Inc.
to 'B-' from 'B' and the subordinated note rating to 'CCC' from
'CCC+'. S&P said the outlook is negative.

Fitch downgraded, in August 2005, Blockbuster Inc.'s Issuer
default rating to 'CCC' from 'B+'; Senior secured credit
facility to 'CCC' from 'B+' with an 'R4' recovery rating; and
Senior subordinated notes to 'CC' from 'B-' with an 'R6'
recovery rating.


CABELA'S CREDIT: Moody's Rates $11.2 Million Class D Notes Ba2
--------------------------------------------------------------
Moody's Investors Service assigned provisional ratings of Aaa,
Aaa, A2, Baa2 and Ba2 to Series 2006-III Class A-1, Class A-2,
Class B, Class C and Class D notes respectively issued out of
Cabela's Credit Card Master Note Trust.

These are the rating actions:

   * Issuer: Cabela's Credit Card Master Note Trust

     -- $250,000,000 Class A-1 Fixed Rate Asset-Backed Notes,
        Series 2006-III, rated (P)Aaa

     -- $182,500,000 Class A-2 Floating Rate Asset-Backed Notes,
        Series 2006-III, rated (P)Aaa

     -- $35,000,000 Class B Floating Rate Asset-Backed Notes,
        Series 2006-III, rated (P)A2

     -- $21,250,000 Class C Floating Rate Asset-Backed Notes,
        Series 2006-III, rated (P)Baa2

     -- $11,250,000 Class D Floating Rate Asset-Backed Notes,
        Series 2006-III, rated (P)Ba2

Structure

Y. Angela Ge, an associate analyst in Moody's Structured Finance
Group, said "this is the second series issued from the Note Trust
that does not benefit from a monocline bond insurance policy."
Instead, the notes and related ratings are based on the quality of
the underlying pool of credit card receivables and the
transaction's structural protections, including subordination,
early amortization trigger events, and credit enhancement levels
that reflect the potential risks associated with the floating rate
payment obligations of the trust.

Collateral

The collateral of the Note Trust consists of the Series 2004-1
certificate issued out of Cabela's Master Credit Card Trust, which
represents an undivided interest in the assets of the Master
Trust.  The underlying assets mainly consist of prime receivables
arising in selected VISA revolving credit card accounts that meet
certain eligibility criteria.  Compared to the industry averages,
the Trust receivables have very low charge-off rate and high
payment rate.

Origination and servicing

Cabela's Incorporated originates and services its $1.4 billion
credit card program through a wholly-owned, unrated subsidiary,
World's Foremost Bank.  WFB is a limited purpose credit card bank
located in Lincoln, Nebraska.

Cabela's is an unrated, public retail company located in Lincoln,
Nebraska.  Cabela's was established in 1961 and is currently the
leading outdoor mail order business in the U.S.  The company mails
more than 120 million catalogs annually to customers in all 50
states and 120 countries.  As of the closing date, Cabela's also
operates thirteen retail stores.


CAFETERIA OF SOUTH BEACH: Case Summary & 17 Unsecured Creditors
---------------------------------------------------------------
Debtor: Cafeteria of South Beach, Ltd., LLLP
        546 Lincoln Road
        Miami Beach, FL 33139

Bankruptcy Case No.: 06-15608

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: November 1, 2006

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Mark D. Cohen, Esq.
                  Mark D. Cohen, P.A.
                  4000 Hollywood Boulevard #435 South
                  Hollywood, FL 33021
                  Tel: (954) 962-1166

Financial Condition as of October 30, 2006:

   Total Assets: $3,000,000

   Total Debts:  $6,000,000

Debtor's 17 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   The Denison Corp.                        $1,285,000
   c/o  Michael Schiffrin, Esq.
   9130 South Dadeland Boulevard #1109
   Miami, FL 33156

   Holland & Knight LLP                       $113,847
   c/o James D. Wing, Esq.
   701 Brickell Avenue, Suite 3000
   Miami, FL 33131

   Cananwill Inc.                              $51,000
   1234 Market Street, Suite 340
   Philadelphia, PA 19107

   Miami-Dade County Tax Collector             $36,000

   First Commercial Insurance Co.              $35,000

   City of Miami Beach                         $28,000

   Luis Produce                                $27,000

   Joel Popkin & Co.                           $25,000

   U.S. Foods                                  $20,000

   Netkin Foods Inc.                           $14,072

   Northstar Seafood                           $10,000

   Teco Peoples Gas                            $10,000

   La Provence Bread Co.                        $7,600

   Cusano's Bakery                              $7,500

   Country Milk                                 $7,500

   Robert Grossman                              $6,579

   Cintas                                       $5,500


CAPITAL GROWTH: Posts $624,802 Net Loss in 2006 Second Quarter
--------------------------------------------------------------
Capital Growth Systems Inc. posted a $627,350 net loss on
$3,653,565 of revenues for the second quarter ended June 30, 2006,
compared with a $624,802 net loss on $3,478,100 of revenues for
the same period in 2005.

At June 30, 2006, the company's balance sheet showed $10,854,813
in total assets, $10,241,025 in total liabilities and $613,788 in
stockholders' equity.  Accumulated deficit at June 30, 2006,
worsened to $12,397,285 from the accumulated deficit of
$10,984,315 at the end of 2005.

As of June 30, 2006, the company's balance sheet also showed
strained liquidity with $3,398,032 in total current assets
available to pay $9,527,506 in total current liabilities.

Full-text copies of the company's second quarter financials are
available for free at http://researcharchives.com/t/s?143b

                        Going Concern Doubt

Plante & Moran, PLLC, expressed substantial doubt about Capital
Growth Systems, Inc.'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 company's
recurring losses, negative cash flows from operations, and its net
working capital deficiency.

                   About Capital Growth Systems

Capital Growth Systems, Inc., generates revenue from selling and
installing hardware, licensing its software and the provision of
services, through its wholly owned subsidiaries, Nexvu
Technologies LLC and Frontrunner Network Systems Corp.

Nexvu Technologies LLC develops and sells application performance
management software to large and mid-sized companies for use in
connection with their computer network systems and applications.

Frontrunner Network Systems Corp. is a single-source provider of
business communications equipment and multimedia integration
services for data, voice, video and advanced applications.


CB RICHARD: Inks Deal to Acquire Trammell Crow for $2.2 Billion
---------------------------------------------------------------
CB Richard Ellis Group Inc. has entered into a definitive
agreement to acquire Trammell Crow Company for $49.51 per share of
common stock in cash.

The acquisition will expand CB Richard Ellis' global leadership
and strengthen its ability to provide integrated account
management and outsourcing solutions.

The transaction is valued at approximately $2.2 billion, including
the assumption of Trammell Crow Company's corporate debt as well
as transaction and integration costs.

It is expected to close either in late 2006 or early 2007, subject
to approval by Trammell Crow Company's shareholders and federal
regulatory agencies as well as other customary conditions.

Upon completion of the transaction, the Company will have combined
pro-forma 2006 revenues of approximately $4.4 billion and 21,000
employees.

It would be the first commercial real estate services company to
qualify for the FORTUNE 500 list of the largest U.S. corporations.
The combination of the two companies is expected to generate
meaningful net expense synergy savings.

"Our strategic objective has long been to create the market-
leading commercial real estate services firm delivering
comprehensive solutions to our clients.  Well targeted
acquisitions have played a pivotal role in our strategy," CB
Richard Ellis' president and chief executive officer Brett White
said.

"With the acquisition of Insignia in 2003, we achieved preeminence
in our transaction business.  Now the acquisition of Trammell Crow
Company creates the best-in-class corporate outsourcing and
institutional property management business, and further augments
our transaction business.

"Trammell Crow Company is one of the premier service companies in
our industry, with a rich history, dedicated employees and strong
management, a stellar client base and core competencies that are
highly complementary to our own."

Trammell Crow Company provides integrated outsourcing solutions
for a stable of prestigious corporate clients, and the combined
company will provide services to more than 85% of the Fortune 100.

As a result of the transaction, CB Richard Ellis' contractual
revenues associated with outsourcing activities are anticipated to
increase from approximately 8% to 18% of total revenues, based on
2006 expected results.

Upon completion of the transaction, Trammell Crow Company's
Development and Investment business will be run as a wholly owned
but independently operated subsidiary.

It will retain the highly valued Trammell Crow Company brand name.
Robert E. Sulentic, chairman and chief executive officer of
Trammell Crow Company, will join CB Richard Ellis as Group
President with responsibility for the Development and Investment
business as well as the Company's EMEA and Asia-Pacific
operations.

Cal Frese, CB Richard Ellis' president, Americas Region, said: "We
are excited about having the Trammell Crow Company team join with
ours and its service offerings becoming a valuable part of our
platform.

"Importantly, both companies have very similar and proud heritages
that are embedded in their corporate cultures, and which highly
value integrity, work ethic and customer service excellence.

"We've had terrific success with integrating large service
companies in the past, based on the idea of adopting the best
people, processes and ideas of both companies, and we believe this
integration will also succeed because of the similar cultures and
business fit."

The Company plans to issue $2.2 billion of term loans to finance
the transaction, and will also amend or refinance its existing
$600 million revolving credit facility.

In addition, the Company plans to sell Trammell Crow Company's
approximately 20% ownership interest in Savills, plc, a real
estate services provider in the United Kingdom.

The Company's initial view, to be refined at a later date, is that
on a pro-forma basis, assuming the transaction had been completed
on Jan. 1, 2006, and after giving effect to the first-year
expected net expense synergy savings and excluding one-time
transaction and integration costs, the transaction would generate
incremental percentage earnings accretion per share in the low
teens.

Los Angeles, Calif.-based CB Richard Ellis Group, Inc. (NYSE: CBG)
-- http://www.cbre.com/-- a FORTUNE 1000 company, is a commercial  
real estate services firm.  With approximately 14,500 employees,
the Company serves real estate owners, investors, and occupiers
through more than 200 offices worldwide (excluding affiliate and
partner offices).  CB Richard Ellis offers strategic advice and
execution for property sales and leasing; corporate services;
property, facilities and project management; mortgage banking;
investment management; appraisal and valuation; research and
consulting.


CB RICHARD: Moody's Affirms Senior Bank Credit Facility at Ba1
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of CB Richard Ellis
Services, Inc., with a stable outlook following the announcement
that CBRE will acquire Trammell Crow Company in a transaction
valued at $2.2 billion.  

This transaction will solidify CB Richard Ellis' leadership
position as a commercial real estate services provider in the U.S.
market, and materially shift its services platform to less
volatile business lines.  CBRE's property and facilities
management business currently contributes 8% of total revenue, and
should shift to 18% after closing.  

Tempering these positive attributes is the fully-leveraged nature
of this transaction.  CB Richard Ellis plans to fund the Trammell
Crow acquisition with $2.2 billion of term loan debt, which will
increase initial net debt to EBITDA to between 2.5x and 3x.  The
stable rating outlook reflects Moody's expectation that CBRE will
paydown acquisition debt with operating cash flow over the next
few years without incurring additional debt, while successfully
integrating Trammell Crow and sustaining its EBITDA margins in the
high-teens.

Ratings improvement is dependent upon CBRE's ability to further
develop its worldwide franchise with at least equal shares of
revenue from the Americas, EMEA, and Asia-Pacific, while growing
and stabilizing its EBITDA margins to at least 18%.

Alternatively, ratings could be upgraded should at least 40% of
its recurring operating cash flow be contributed by its less
volatile business lines, including investment, property and
facilities management.  Sustained deterioration in operating
performance resulting in a drop in margins below 12%, or a change
to a permanent leverage capital strategy, would likely result in a
downgrade.

These ratings were affirmed:

   * CB Richard Ellis Services, Inc.

     -- senior secured bank credit facility at Ba1; senior
        unsecured debt at Ba1.

In April 2006, Moody's raised the senior debt ratings of CB
Richard Ellis Services, Inc. to Ba1, from Ba3.

Trammell Crow Company is a diversified commercial real estate
services company providing brokerage, project management, building
management, and development and investment services to both
investors in and users of commercial real estate.

Headquartered in Los Angeles, California, CB Richard Ellis
Services, Inc., provides commercial real estate services.  
Services it provides include property sales/leasing brokerage,
property management, corporate services and facilities management,
capital markets advice and execution, appraisal/valuation
services, research and consulting.  CB Richard Ellis has
approximately 14,500 employees and over 200 offices across more
than 50 countries.


CB RICHARD: Trammel Crow Deal Cues S&P to Put Ratings on Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on CB
Richard Ellis Services Inc., including its 'BB+' long-term counter
party credit rating, on CreditWatch with negative implications.

"We took this rating action in response to the company's announced
acquisition of Trammel Crow Co.," explained Standard & Poor's
credit analyst Robert B. Hoban Jr.  "Although we believe that
Trammel is a good strategic fit for CB Richard Ellis, the
financing of the acquisition with debt will greatly increase debt
leverage and reduce interest coverage."  

In addition, the transaction will result in substantial negative
tangible equity, which becomes an issue given management's plans
to continue Trammel's direct real estate investment operations.  
We will be meeting with the company to fully assess the
acquisition and determine the final ratings outcome.  If we
determine that the amount of credit and market risk being taken on
is significant, the ratings could be lowered.

The ratings on CB Richard Ellis reflect the company's results
being dependent on cyclical commercial real estate sales and
leasing transaction volume, moderate interest coverage, and high
debt leverage.  Although management had been aggressively paying
down debt and recovering from negative tangible equity from past
acquisitions, this acquisition will reverse the trend.  Pro forma
end-of-year total recourse debt is a very high 2x capital, and
negative tangible equity slides to negative $2.3 billion.  These
pro forma figures assume that CB Richard Ellis will successfully
tender one existing debt issue and that the company is able to
sell a Trammel minority interest.

CB Richard Ellis is the operating subsidiary of CB Richard Ellis
Group Inc., a publicly traded company.  The company is based in
Los Angeles, California, and engaged in commercial real estate
sales and services industry, with trailing-12-month revenue
through the third quarter of about $2.9 billion.


CENTURY REINSURANCE: Fitch Holds Rating at Junk with Neg. Outlook
-----------------------------------------------------------------
Fitch Ratings affirmed the 'A+' insurer financial strength ratings
of INA Holdings, with a Stable Outlook.  At the same time, Fitch
affirmed the 'B-' IFS rating of Century Indemnity Co. with a
Negative Outlook, and the 'CCC+' rating of Century Reinsurance Co.
with a Negative Outlook.

Century Indemnity and Century Reinsurance are insurance company
subsidiaries of Brandywine Holdings.  Brandywine Holdings is an
intermediate holding company that is ultimately owned by ACE
Limited.  Brandywine Holdings and INA Holdings, another
intermediate holding company, together comprise the domestic
operations of INA Financial, their parent, and represent the
domestic property/casualty insurance operation that ACE purchased
from CIGNA Corporation in 1999.  INA Holdings owns the 15
insurance companies that represent the group's active insurance
operations.  Brandywine Holdings owns the two domestic insurance
companies which are inactive, runoff operations now largely
consisting of asbestos and environmental claims.  The two groups
were separated in a 1996 restructuring; however, the groups remain
linked through an aggregate excess of loss agreement.  The excess
of loss agreement originally provided Century Indemnity, the lead
inactive company, with up to $800 million of support for either
net worth maintenance or liquidity needs.

The active-company affirmations recognize strong underwriting
results over the past several years.  The active companies
reported underwriting gains in both 2004 and 2005, a period when
many companies reported losses due to back-to-back intense
hurricane seasons.  The rating action also reflects the
significant increase in surplus that resulted from a combination
of net earnings and capital contributions.  As the result of this
increase in surplus, the active companies' operating leverage and
risk-adjusted capital ratios have improved substantially.  The
ratings also consider that the active companies still remain
obligated to provide up to approximately $100 million that is left
on the support agreement with the inactive companies.

The inactive companies' ratings benefit from having a dedicated
staff focused exclusively on runoff activities and from not being
exposed to ongoing operational risks such as property
catastrophes.  However, the inactive companies are now very thinly
capitalized, have consumed approximately $700 million of the
original $800 million available to them under the support
agreement, and are exposed to asbestos and environmental claims
which are long-tailed and notoriously difficult to quantify.

Fitch affirms these individual ratings with a Stable Outlook:

  ACE American Insurance Co.
  ACE American Lloyds Insurance Co.
  ACE Fire Underwriters Ins. Co.
  ACE Indemnity Insurance Co.
  ACE Insurance Co. of Illinois
  ACE Insurance Co. of Ohio
  ACE Insurance Co. of the Midwest
  ACE Property and Casualty Insurance Co.
  Atlantic Employers Insurance Co.
  Bankers Standard Fire & Marine Co.
  Bankers Standard Insurance Co.
  Illinois Union Insurance Co.
  Indemnity Insurance Co. of North America
  Insurance Co. of North America
  Pacific Employers Insurance Co.

     -- Insurer Financial Strength Ratings (IFS) at 'A+'.

Fitch affirms these individual ratings with a Negative Outlook:

  Century Indemnity Co.
  
   -- IFS at 'B-'.

  Century Reinsurance Co.

     -- IFS at 'CCC+'.

The ACE Group of Companies is one of the world's largest providers
of property and casualty insurance and reinsurance.  Headquartered
in Bermuda, ACE provides a diversified range of products and
services to clients in nearly 50 countries around the world.


CENVEO INC: Withdraws Proposal to Acquire Banta Corp.
-----------------------------------------------------
Cenveo, Inc.'s chairman and chief executive officer, Robert G.
Burton, Sr., sent a letter to Stephanie A. Streeter, Banta
Corporation's chairman, president and chief executive officer,
saying that the Company is withdrawing all its proposals to
acquire Banta Corp.

Mr. Burton said, in his letter to Banta Corp., that the reason for
the witdrawal of the Company's proposal was Banta Corp.'s refusal
to enter into a discussion or respond to the submitted proposal.

The Company had previously made an unsolicited offer to acquire
Banta Corp. at $50 per share.

Headquartered in Menasha, Wisconsin, Banta Corp.
-- http://www.banta.com/-- engages in printing and supply-chain  
management services.  The company focuses on five printing
services markets: books, special- interest magazines, catalogs,
direct marketing and literature management.  Its global supply-
chain management business provides outsourcing capabilities to
companies.  Services range from materials sourcing, product
configuration and customized kitting, to order fulfillment and
distribution.  The company has operations in Ireland, Hungary, The
Netherlands, Scotland, Singapore and China.

                         *     *     *
  
As reported in the Troubled Company Reporter on Aug. 11, 2006
Standard & Poor's Ratings Services placed its ratings on
Englewood, Colorado-based commercial printer Cenveo Inc. on
CreditWatch with negative implications, including its 'B+'
corporate credit rating.


CITIGROUP MORTGAGE: Fitch Rates $1MM Non-offered Class 1-B5 at B
----------------------------------------------------------------
Citigroup Mortgage Loan Trust Inc.'s mortgage pass-through
certificates, series 2006-AR7, are rated by Fitch Ratings:

  Group I:

     -- $427.5 million classes 1-A1, 1-A2A, 1-A2B, 1-2IO, 1-A3A,
        1-A3B, 1-3IO, 1-A4A, 1-A4B, 1-4IO and 1-R senior notes
        'AAA';

     -- $8.9 million class 1-B1 'AA';

     -- $2.9 million class 1-B2 'A';

     -- $2.2 million class 1-B3 'BBB';

     -- $1.3 million non-offered class 1-B4 'BB';

     -- $1.1 million non-offered class 1-B5 'B'.

  Group II :

     -- $471.5 million classes 2-A1A, 2-A1B, 2-1IO, 2-A2A, 2-A2B,
        2-2IO, 2-A3A, 2-A3B, 2-3IO, 2-A4A, 2-A4B, 2-4IO and 2-R
        senior notes 'AAA';

     -- $11 million class 2-B1 'AA';

     -- $6 million class 2-B2 'A';

     -- $3.8 million class 2-B3 'BBB';

     -- $4.5 million non-offered class 2-B4 'BB';

     -- $2.3 million non-offered class 2-B5 'B'.

Fitch does not rate the $1.1 million non-offered class 1-B6 nor
the $2 million non-offered class 2-B6 certificates.

The 'AAA' ratings on the Group I senior notes reflect the 3.95%
subordination provided by the 2% class 1-B1, 0.65% class 1-B2,
0.50% class 1-B3, 0.30% non-offered class 1-B4, 0.25% non-offered
class 1-B5 and 0.25% non-offered class 1-B6 (not rated by Fitch).

The 'AAA' ratings on the Group II senior notes reflect the 5.90%
subordination provided by the 2.20% class 2-B1, 1.20% class 2-B2,
0.75% class 2-B3, 0.90% non-offered class 2-B4, 0.45% non-offered
class 2-B5, 0.40% non-offered class 2-B6 (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, primary servicing capabilities of
Countrywide Home Loans Servicing LP (rated 'RPS1' by Fitch); Fifth
Third Bank; HomeBanc Mortgage Corporation; CitiMortgage, Inc.
(rated 'RPS1'); Wells Fargo Bank, N.A. ('RPS1') and the master
servicing capabilities of CitiMortgage, Inc.('RMS1').

The transaction is secured by two groups of mortgage loans, which
consist of approximately 2,151 conventional, one- to four-family,
adjustable-rate mortgage loans secured by first liens on
residential real properties.  The mortgage loans have and
aggregate principal balance of approximately $946,083,757 as of
the cut-off date (Oct. 1, 2006).  The two groups of mortgage loans
are not cross-collateralized.

The Group I mortgage loans have a final aggregate principal
balance of approximately $445,041,336 as of Oct. 1, 2006, an
average balance of $616,401, a weighted average remaining term to
maturity of 355 months, a weighted average original loan-to-value
ratio of 71.87% and a weighted average coupon of 6.298%.  The
weighted average FICO credit score of the loans is 742.  Owner
occupied properties and second homes comprise 87.68% and 11.63% of
the loans, respectively.  The states that represent the largest
geographic concentration are California (41.41%), Florida
(13.55%), Michigan (5.25%) and Ohio (5.07%).  All other states
represent less than 5% of the outstanding balance of the pool.

The Group II mortgage loans have a final aggregate principal
balance of approximately $501,042,421 as of Oct. 1, 2006, an
average balance of $350,625, a WAM of 357 months, a weighted
average OLTV of 77.47% and a WAC of 6.836%.  The weighted average
FICO credit score of the loans is 728. Owner occupied properties
and second homes comprise 81.83% and 9.65% of the loans,
respectively.  The states that represent the largest geographic
concentration are Florida (26.27%), California (24.10%) and
Georgia (13.45%).  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.

U.S. Bank National Association will serve as trustee.


CMC HEARTLAND: Court Sets November 7 Hearing on Montana Deal
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, will convene a hearing at 10:00 a.m. on
Nov. 7, 2006, to consider CMC Heartland Partners and its debtor-
affiliates' compromise with Montana Department of Environmental
Quality, Trinity Railcar Repair Inc., and Trinity Industries Inc.

The hearing will be held in Courtroom 744, the U.S. Courthouse,
No. 219 South Dearborn Street, in Chicago, Illinois.

The compromise pertains to the Debtors' pending litigation in the
District Court for the 16th Judicial District of Montana regarding
the Debtors' activities in Miles City, Montana and some claims
asserted by DEQ and Trinity against the Debtors' bankruptcy
estates.  

The Proposed Compromise generally contemplates that:

   a) the Debtors will make a payment in the aggregate amount of
      $2.5 million to the Montana Court, DEQ, and TRRI;

   b) TRRI will receive an allowed, general unsecured claim
      against the Debtors' bankruptcy estates in the amount of
      $5 million capped at a distribution of $800,000; and

   c) TRRI will hold a claim of $250,000 against the bankruptcy
      estate of CMC Heartland Partners entitled to administrative
      expense priority under Sec. 503(b)(1) of the Bankruptcy
      Code.

CMC Heartland Partners and its debtor-affiliates filed for chapter
11 protection in the U.S. Bankruptcy Court for the Northern
District of Illinois, Eastern Division, under case number 06-
04759.  The Honorable Eugene R. Wedoff presides the case.


COMPLETE RETREATS: Wants Plan Filing Period Extended to Feb. 18
---------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Connecticut to extend their
exclusive periods to:

   (a) file a plan of reorganization through and including
       Feb. 18, 2007; and

   (b) solicit and obtain acceptances of that plan through and
       including Apr. 19, 2007.

Since their bankruptcy filing, the Debtors have made significant
progress toward stabilizing their business operations, Jeffrey K.
Daman, Esq., at Dechert LLP, in Hartford, Connecticut, relates.  
The Debtors have made substantial progress in their financing,
sale and assumption efforts, as well as on potential investor
front.

Among other things, the Debtors have:

   -- been successful in obtaining a replacement DIP financing
      facility and have recently sought the Court's approval for
      it;

   -- been investigating and pursuing litigation, with the hope
      of increasing the ultimate recovery for creditors in these
      cases.  To that end, the Debtors, along with the Official
      Committee of Unsecured Creditors, have filed numerous
      motions for examinations pursuant to Rule 2004 of the
      Federal Rules of Bankruptcy Procedure and have commenced
      one, and plan to initiate more, adversary proceedings;

   -- commenced a sale process with respect to certain properties
      that they do not consider to be core to their future
      operations; and

   -- rejected numerous unexpired leases and executory contracts.

The Debtors continue to evaluate their portfolio of properties to
determine which properties they would like to retain and which
they would like to sell, Mr. Daman adds.  The Debtors also
continue to review their remaining leases and contracts to
determine which they would like to assume and which they would
like to reject.

Section 1121(b) of the Bankruptcy Code provides that only the
debtor may file a plan of reorganization during the initial 120
days after the Petition Date.  Section 1121(c)(3) provides that
if a plan is filed, then the debtor has the exclusive right to
solicit acceptances for 180 days after the Petition Date.

Section 1121(d) provides that a court may extend the Debtors'
exclusive opportunity to file a plan and to solicit acceptances
"for cause," after notice and hearing.

Until the various analyses and the sales and negotiation
processes are completed over the next two to four months, the
Debtors will not be in a position to file a meaningful plan of
reorganization, much less a consensual one, Mr. Daman contends.

Mr. Daman asserts that the extension of the Exclusive Periods
will not harm the Debtors' creditors or other parties-in-
interest.  Rather, the extension would permit the Debtors'
reorganization process to move forward in an orderly and
expeditious fashion.

On the contrary, termination of the Exclusive Periods at this
time would defeat the purpose of Bankruptcy Code and the
possibility of the Debtors' conducting productive meetings with
investors and formulating a consensual plan of reorganization.

Mr. Daman assures the Court that the Debtors have been paying
their postpetition debts as they become due.  The Debtors'
existing DIP financing agreement has allowed them to pay
postpetition creditors, lessors, and vendors in the ordinary
course of business.  Moreover, the Debtors have obtain
postpetition financing from Ableco Finance, LLC, that would
ensure more than adequate liquidity for the duration of their
reorganization.

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


COMPLETE RETREATS: Wants Lease Decision Period Moved to Feb. 18
---------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Connecticut to extend the
time within which they must assume or reject their unexpired non-
residential real property leases, through and including
Feb. 18, 2007.

In the ordinary course of their businesses, the Debtors are
parties to several unexpired non-residential real property
leases.  The Debtors have yet to determine whether it is in the
best interests of their estates and their creditors to assume or
to reject the Leases, Jeffrey K. Daman, Esq., at Dechert LLP, in
Hartford, Connecticut, informs the Court.  The Debtors are still
in the process of analyzing the necessity of the Leases in
connection with their development of a long-term business plan
and anticipate assuming or rejecting the Leases in the near
future.

Subject to certain exceptions, Section 365(d)(4) of the
Bankruptcy Code provides that "[a]n unexpired lease of
nonresidential real property under which the debtor is a lessee
shall be deemed rejected . . . if the [debtor-in-possession] does
not assume or reject the unexpired lease by the earlier of (i)
the date that is 120 days after the order for relief; or (ii) the
date of the entry of an order confirming a plan."

Under Section 365(d)(4)(B)(i), the Court can extend by 90 days
the time within which the Debtors must assume or reject the
Leases on the motion of a debtor-in-possession for cause.

Mr. Daman asserts that the Debtors' request is warranted.  As an
initial matter, the Leases may be necessary to the Debtors'  
ongoing operations and thus are vital Debtors' assets, Mr. Daman
points out.  In addition, the Debtors' cases are large and
complex.  The Debtors have been required to expend a tremendous
amount of time and effort stabilizing their business and
addressing various operational concerns at the initial stages
and, as a result, have not yet completed a review of
the Leases.

An extension of the Lease Decision Period is unlikely to result
in any prejudice to the relevant lessor, Mr. Daman contends.  The
Debtors, to the extent they have not already done so, plan on
satisfying their postpetition obligations under the Leases.  
Furthermore, the Debtors have obtained, subject to definitive
documentation and court approval, replacement postpetition
financing in these cases, which will provide them sufficient
liquidity to continue to make payments in accordance with the
terms of the Leases and to continue in the reorganization
efforts, Mr. Daman adds.

Absent the extension, the Leases would be automatically and
prematurely rejected on or about November 20, 2006, pursuant to
the operation of the Bankruptcy Code.

If the 120-day period is not extended, the Debtors would be
obligated either to expend significant time and resources at this
early stage of the proceedings in to determine whether it makes
long-term business sense to assume the Leases and the associated
burdens or to automatically reject the Leases and lose
potentially valuable assets of their estates, Mr. Daman
emphasizes.

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


COMPLETE RETREATS: Can Remove State Proceedings Until January 19
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut gave
Complete Retreats LLC and its debtor-affiliates until Jan. 19,
2007, to remove state proceedings, without prejudice to their
right to seek further extensions of the removal period.

As reported in the Troubled Company Reporter on Oct. 11, 2006, as
of their bankruptcy filing, the Debtors were involved in
approximately 21 state proceedings pending in courts throughout
the country.

Jeffrey K. Daman, Esq., at Dechert LLP, in Hartford, Connecticut,
told the Court that due to the complexity and rapidity of their
Chapter 11 cases, the Debtors have not completed a thorough review
of the Proceedings to determine whether any individual actions
should be removed under Bankruptcy Rule 9027(a).

According to Mr. Daman, the Debtors have focused primarily on:

   (1) stabilizing their business;

   (2) responding to a multitude of creditor inquiries;

   (3) addressing a variety of creditor concerns; and

   (4) working towards negotiating a potential consensual plan of
       reorganization.

The extension will afford the Debtors sufficient opportunity to
assess whether the actions can and should be removed, thereby
protecting the Debtors' right to adjudicate lawsuits pursuant to
Section 1452, Mr. Daman asserted.

The Debtors' adversaries will not be prejudiced by the extension,
as they may not prosecute the actions absent relief from the
automatic stay, Mr. Daman explained.  Furthermore, the extension
will not prejudice any party to a proceeding that the Debtors
seek to remove from pursuing a remand pursuant to Section
1452(b).

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


CONSOLIDATED ENERGY: Accepts Resignation of David Guthrie as CEO  
----------------------------------------------------------------
The Board of Directors of Consolidated Energy, Inc., accepted the
resignation of David Guthrie as president, chief executive officer
and director pursuant to the terms of his resignation letter dated
October 25, 2006.

The Company disclosed that Mr. Guthrie is resigning to pursue
other opportunities.  In accordance with the Board's approval, he
will continue to receive his salary in the normal course of
business through Nov. 15, 2006, and the Company shall also
transfer ownership to Mr. Guthrie of an automobile previously
purchased by the Company for his use while he was employed.  The
Company has not appointed any replacement for Mr. Guthrie, and all
existing officers shall continue to be employed in their current
positions.

Consolidated Energy, Inc. (OTCBB: CEIW) mines coal in Eastern
Kentucky.  The Company conducts business through its wholly owned
coal-mining subsidiary, Eastern Consolidated Energy, Inc.  The
Company is also engage in gas and oil exploration and development,
and develops related clean energy technologies that are
environment friendly.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on May 25, 2006,
Killman, Murrell & Company, P.C., Houston, Texas, raised
substantial doubt about Consolidated Energy, Inc.'s ability to
continue as a going concern after auditing the Company's financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's recurring losses from operations and limited
capital resources.


COREL CORP: Technical Sharing Cues Moody's to Hold B3 Corp. Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and B3 senior secured bank loan ratings of Corel Corporation after
reviewing Corel's pending $195 million acquisition of InterVideo,
Inc.  The acquisition will be financed with cash on hand and the
proceeds from a proposed offering of up to $100 million senior
secured term loan, which is rated B3 as well.

The change in outlook to positive reflects Moody's view that a
successful integration of InterVideo coupled with continued growth
in revenue and profits could position Corel for an increased
rating.

While Moody's remains concerned about Corel's reliance on
technical information sharing from its two primary competitors,
Microsoft Corporation and Adobe Systems, Moody's views the
addition of InterVideo with its successful line of video editing,
burning and playback software as a positive diversification to
Corel's existing portfolio of software products, a diversification
which could ultimately lead to a higher rating.

The benefits of this product diversification as well as the access
to InterVideo's large customer base and number of OEM partnerships
are somewhat tempered by the integration risks associated with
acquiring a company of InterVideo's size which at $109 million in
revenue for fiscal year 2005 is comparable to Corel's $164 million
in revenue for fiscal year 2005.  

Moody's notes however, Corel's recent successful acquisition and
integration of two smaller software companies, Jasc Software, Inc.
and WinZip, as indicative of their capabilities.  The ratings are
also tempered by InterVideo's recent loss of Hewlett Packard's
consumer computer business as a major customer for their WinDVD
product line.  

While the acquisition will increase Corel's leverage marginally
above 3x (prior to any synergies for the combined companies),
Moody's views this leverage as manageable and is offset by the
increase in diversification from InterVideo's portfolio of
consumer and pro-summer software titles.

Additionally, Moody's expects that Corel will continue to make
debt financed acquisitions but does not expect leverage levels to
exceed 3x for long periods of time, although there will continue
to be meaningful amounts of debt.

Corel Corporation is a global packaged software company. It
provides products in the areas of office productivity, graphics,
and digital imaging software.  The company is headquartered in
Ottawa, Canada.


CREDIT SUISSE: Fitch Assigns B Rating to $4.2 Mil of Certificates
-----------------------------------------------------------------
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 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 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.


CWMBS INC: Fitch Puts Low-B Rating on Two Certificate Classes
-------------------------------------------------------------
Fitch rates CWMBS, Inc.'s Mortgage Pass-Through Certificates, CHL
Mortgage Pass-Through Trust 2006-17:

     -- $501,447,893 million classes A-1 through A-11, X, PO, and
        A-R certificates (senior certificates) 'AAA';

     -- $12,243,000 class M 'AA';

     -- $3,126,000 class B-1 'A';

     -- $1,563,000 class B-2 'BBB';

     -- $1,042,000 class B-3 'BB';

     -- $781,000 class B-4 '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', 'AA', 'A', 'BBB', 'BB', and 'B' based on their
respective subordination only.

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

The mortgage pool consists primarily of 30-year conventional,
fully amortizing mortgage loans totaling $520,984,825 as of the
cut-off date, October 1, 2006, secured by first liens on one-to
four- family residential properties.  The mortgage pool, as of the
cut-off date, demonstrates an approximate weighted-average OLTV of
72.71%.  The weighted average FICO credit score is approximately
748.  Cash-out refinance loans represent 23.87% of the mortgage
pool and second homes 6.80%.  The average loan balance is
$626,937.  The three states that represent the largest portion of
mortgage loans are California (40.78%), Virginia (6.54%), and New
Jersey (5.04%).  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.


CYBER DEFENSE: Earns $977,238 in 2006 Second Quarter
----------------------------------------------------
Cyber Defense Systems Inc. earned $977,238 of net income on
revenues of $136,223 for the quarter ended June 30, 2006, compared
with a $9,076,537 net loss on $65,765 of revenues for the same
period in 2005.

At June 30, 2006, the company's balance sheet showed $15,648,095
in total assets and $16,832,897 in total liabilities, resulting in
a $1,184,802 stockholders' deficit.  The net income earned as well
as increases in addition paid-in capital during the second quarter
helped to bring down the company's stockholder's deficit to $1.18
million at June 30, 2006.

The company also recognized a derivative valuation gain for the
three months ended June 30, 2005 in the amount of $4,485,171.

At June 30, 2006, the company's balance sheet also showed strained
liquidity with $667,453 in total current assets available to pay
$15,561,582 in total current liabilities.

Full-text copies of the company's second quarter financials are
available for free at http://researcharchives.com/t/s?143e

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 24, 2006,
Hansen, Barnett & Maxwell, in Salt Lake City, Utah, expressed
substantial doubt about Cyber Defense Systems, 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 auditing firm pointed to the company's working capital
deficits and losses from operations.  

                        About Cyber Defense

Based in St. Petersburg, Florida, Cyber Defense Systems, Inc.
-- http://www.cyberdefensesystems.com/-- offers security  
solutions for the military, government, and the private sector.  
Cyber Defense manufactures new generation airships for
surveillance and communication.


DORAL FINANCIAL: Fitch Cuts Issuer Default Rating to B+ from BB-
----------------------------------------------------------------
Fitch Ratings has downgraded Doral Financial Corporation's Long-
Term Issuer Default rating to 'B+' from 'BB-'.  The ratings remain
on Rating Watch Negative.

The rating action is driven by a combination of near-term and
long-term challenges.  The primary short-term challenges are
refinancing $625 million of unsecured debt coming due July 20,
2007, low capital levels but still 'Well Capitalized' by
regulatory standards, and high percentage of hybrid equity as part
of total equity.  Long-term concerns consist of regulatory
restrictions on Doral Bank, level of capitalization, poor
operational performance in 2006, potential financial impact from
lawsuits, and the change of business model from a mortgage company
to a full service bank.

The resolution of the Rating Watch Negative will mostly be driven
by the successful completion of the refinancing.  In addition,
Fitch will look for the removal of the cease and desist order on
Doral Bank, demonstration of management's ability to improve
capitalization levels, and demonstrated ongoing steady state level
of profit generation under the new business model.

With the restatement and delayed filings behind DRL, the biggest
challenge over the near-term is the refinancing of $625 million of
unsecured debt coming due in July 2007.  Fitch has lowered the
senior debt rating below the IDR in recognition of the challenge
facing DRL in refinancing the near-term maturity and the amount of
liquid assets at the holding company level.  DRL's recent
operating performance, regulatory constraints, current debt
ratings and evolving business model could limit the appetite of
investors for DRL exposure.  Based on current financials and
available unencumbered assets, DRL could monetize certain assets,
and/or seek an equity infusion to payoff/refinance the debt
maturity in July 2007.

Following the restatement and unwinding of mortgage sales, DRL's
capital levels are at the low end of the peer group, particularly
at the consolidated level.  Somewhat offsetting the low capital
levels, is the reduction/elimination of the riskier assets on
DRL's books, including residual interests and mortgage servicing
rights.  Also, DRL's capital structure has a large percentage of
hybrid equity versus peers.  Hybrid equity made up 59% of total
equity at June 30, 2006.  Further impacting equity over the past
year has been other comprehensive income.

For the quarter ending June 30, 2006, DRL had another
comprehensive loss of approximately $64.1 million related
principally to the adverse impact of the increase in interest
rates on the value of the Company's portfolio of securities.  As
of June 30, 2006, accumulated other comprehensive loss reached
$250.6 million.  Fitch expects the capital levels to remain at low
levels over the near-term as profitability will be pressured and
internal capital formation will be low.  Fitch would view
positively the issuance of common equity to improve capitalization
and would view any additional hybrid equity as debt due to the
current hybrid equity levels.  Resolution of the Negative Watch
will partially be driven by demonstrated improvement in
capitalization levels.

DRL is in the process of implementing a new business strategy of
profitable growth versus market share growth.  The Company is
reducing originations by focusing on higher quality originations
and attempting to cross-sell current and future customers more
bank products.  With the amount of competition in the Puerto Rico
market, Doral's new strategy will be difficult to implement.  DRL
has made several management changes since the announcement of the
restatements.  The management changes are viewed positively by
Fitch as they bring much needed direction and expertise in certain
areas to DRL.  However, demonstrated success in resolving current
issues facing DRL and successful implementation of a new business
model will be challenging.  Although the new management team
brings in the needed expertise in accounting, risk management,
Puerto Rico market, and mortgages, only time will tell whether
their new business strategy will be successful.

Doral Bank continues to operate profitably, asset quality metrics
remain reasonable, and capital ratios are higher than the parent.  
This drives the rating distinction between the bank and the
parent.  However, tightening margins have decreased earnings.
Furthermore, softness in the local economy and uncertainty
surrounding any implications from problems at the parent, drive
the rating downgrade and Negative Watch.

DRL's operating performance for the first half of 2006 continues
to be poor as the Company reported a net loss for the quarter
ended June 30, 2006 of $50.9 million, compared to a loss of
$22.8 million for the comparable 2005 period.  DRL's operating
performance for the second quarter of 2006 was impacted by lower
net interest income as a result of a decrease in net interest
margin together with a decrease in assets, a $17.5 million charge
against earnings related to a market valuation adjustment to the
Company's loans held for sale portfolio, and a $8.2 million net
charge against earnings related to the restructuring of certain
previous transfers of residential and commercial mortgage loans to
local financial institutions.  The market value adjustment to
loans reflects the impact of rising interest rates on the
Company's mortgage loans held for sale portfolio, as well as
market terms for secondary sales in the United States market.  The
decrease in net interest income resulted from a decrease in net
interest margin from 1.70% in the second quarter of 2005 to 1.47%
for the second quarter of 2006.  With competition for deposits in
Puerto Rico continuing to be intense, margin relief over the near
term is not likely.  Fitch expects profitability metric's to be
relatively low and volatile as the company implements its new
business strategy and net interest margins remain pressured.

Regulatory issues and constraints have been and will continue to
be burdensome to DRL's operations.  Although DRL is implementing
many new policies to remediate identified weak internal controls,
Fitch expects the regulatory constraints to remain till regulators
annual review.  The resolution of lawsuits against DRL is not
expected to be resolved over the near-term. However, a settlement
could further weaken DRL's financial condition and capital levels.

These ratings have been downgraded by Fitch:

Doral Financial Corporation

     -- Long-term IDR to 'B+' from 'BB-';
     -- Senior debt to 'B' from 'BB-';
     -- Preferred Stock to 'CCC+' from 'B';
     -- Individual to 'D/E' from 'D'.

Doral Bank

     -- Long-term IDR to 'BB-' from 'BB';
     -- L-T Deposit Obligations to 'BB' from 'BB+'.

In addition, Fitch rates:

Doral Financial Corporation

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

Doral Bank

     -- Short-term IDR 'B';
     -- Individual 'C/D';
     -- S-T Deposit Obligations 'B';
     -- Support '5'.


EUGENE SCIENCE: Earns $1.4 Million in Second Quarter of 2006
------------------------------------------------------------
Eugene Science Inc. has filed its second quarter financial
statements for the three months ended June 30, 2006, with the
Securities and Exchange Commission.

Eugene Science reported a $1,440,112 net income on $220,397 of
revenues for the second quarter ended June 30, 2006, compared with
a $960,992 net loss on $100,082 of revenues for the same period in
2005.  The net income was mainly due to the recognition of a gain
on sale of assets in the second quarter in the amount $5,490,547.

At June 30, 2006, the company's balance sheet showed $6,098,465 in
total assets and $16,190,785 in total liabilities, resulting in a
$10,092,320 stockholders' deficit.   

The company's balance sheet at June 30, 2006, also showed strained
liquidity with $2,625,718 in total current assets available to pay
$15,526,969 in total current liabilities.

Full-text copies of the company's second quarter financials are
available for free at http://researcharchives.com/t/s?1439   

                        Going Concern Doubt

As reported in Troubled Company Reporter on May 18, 2006, SF
Partnership, LLP, Chartered Accountants, in Toronto, Canada,
raised substantial doubt about Eugene Science, Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the company's recurring losses,
negative working capital, and operation in a country whose economy
is currently unstable -- South Korea.

                       About Eugene Science

Based in Kyonggi Do, South Korea, Eugene Science, Inc. is a global
biotechnology company that develops, manufactures and markets
nutraceuticals, or functional foods that offer health-promoting
advantages beyond that of nutrition.  Plant sterols are the
company's primary products, which include CZTM Series of food
additives and CholZeroTM branded beverages and capsules.  In June
2005, the company received regulatory approval for certain health
claims associated with the company's products from government
agencies in the Republic of Korea.


FBO AIR: Posts $848,842 Net Loss in 2006 Second Quarter
-------------------------------------------------------
FBO Air Inc. reported a $848,842 net loss on $8,968,720 of
revenues for the quarter ended June 30, 2006, compared with a
$605,594 net loss on $2,158,867 of revenues for the same period in
2005.

At June 30, 2006, the company's balance sheet showed $11,669,053
in total assets, $9,442,656 in total liabilities and $870,368 in
stockholders' equity.

The company's balance sheet at June 30, 2006, also showed strained
liquidity with $5,250,906 in total current assets available to pay
$8,274,154 in total current liabilities.

Full-text copies of the company's second quarter financials are
available for free at http://researcharchives.com/t/s?1446

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 22, 2006,
Marcum & Kliegman LLP in New York raised substantial doubt about
FBO Air, 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
significant operating losses since inception.

                           About FBO Air

FBO Air Inc. is an aviation services company with operations in
the aircraft charter management and fixed base operations segments
of the general aviation industry.  The company has two segments --
FirstFlight segment, which provides on-call passenger and cargo
air transportation, and Tech Aviation, which provides services
like fueling, hangaring, maintenance and repair to private/general
aviation aircraft operators.


HARVEY ISOM: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Harvey Richard Isom
        dba Far West Plumbing
        9350 Spencer Court
        Lakeside, CA 92040

Bankruptcy Case No.: 06-03362

Chapter 11 Petition Date: November 1, 2006

Court: Southern District of California (San Diego)

Debtor's Counsel: Thomas B. Gorrill, Esq.
                  Law Offices of Thomas B. Gorrill
                  401 West A Street, Suite 1770
                  San Diego, CA 92101
                  Tel: (619) 237-8889

Total Assets: $2,381,918

Total Debts:  $1,961,916

Debtor's 11 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   George Ballard Company                      $58,639
   4075 Nelson Avenue, Suite 6
   Concord, CA 94520

   AIG                                         $53,308
   22427 Network Place
   Chicago, IL 60673-1224

   Hub International                           $24,849
   1331 Morena Boulevard, Suite 300
   San Diego, CA 92110

   Wamu/Prvdn                                   $7,408

   AICCO, Inc.                                  $6,859

   Imperial A I Credit Co, Inc.                 $6,859

   HSBC NV                                      $4,244

   Windham Professionals                        $2,390

   Chase                                        $1,416

   Cap 1 Bank                                   $1,266

   Citi                                           $773


HEADLINERS ENT: June 30 Balance Sheet Upside Down by $10.6 Million
------------------------------------------------------------------
Headliners Entertainment Group Inc. has filed its second quarter
financial statements for the quarter ended June 30, 2006, with the
Securities and Exchange Commission.

Headliners Entertainment reported a $588,105 net loss on
$2,490,449 of revenues for the second quarter ended June 30, 2006,
compared with a $929,971 net loss on $2,342,125 of revenues for
the same period in 2005.

The company's balance sheet at June 30, 2006, showed $4,380,720 in
total assets and $14,982,466 in total liabilities, resulting in a
$10,601,746 stockholders' deficit.  Additionally, the company's
accumulated deficit stood at $69,791,039 as of June 30, 2006.

At June 30, 2006, the company's balance sheet also showed strained
liquidity with $394,649 in total current assets available to pay
$4,718,045 in total current liabilities.

Full-text copies of the company's second quarter financials are
available for free at http://researcharchives.com/t/s?143a

                       Going Concern Doubt

Bagell, Josephs, Levine & Company, L.L.C., in Gibbsboro, New
Jersey, raised substantial doubt about Headliners Entertainment
Group, Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2005.  The auditor pointed to the company's
sustained operating losses and capital deficits.
              
                  About Headliners Entertainment

Based in Montclair, New Jersey, Headliners Entertainment Group,
Inc., -- http://www.rascalscomedyclub.com/-- through its  
subsidiaries, engages in the operation of comedy clubs primarily
in New Jersey.  It operates embedded, hotel-based, and licensed
comedy clubs.


HEALTH SCIENCES: Posts $1.1 Mil. Net Loss in 2006 Second Quarter
----------------------------------------------------------------
Health Sciences Group Inc. reported a $1,167,951 net loss on
$7,608 of sales for the second quarter ended June 30, 2006,
compared with $527,204 of net income earned on zero sales for the
same period in 2005.

At June 30, 2006, the company's balance sheet showed $3,787,776 in
total assets and $8,274,726 in total liabilities, resulting in a
$4,486,950 stockholders' deficit.

The company's balance sheet at June 30, 2006, also showed strained
liquidity with $93,891 in total current assets available to pay
$4,979,831 in total current liabilities.

Full-text copies of the company's second quarter financials are
available for free at http://researcharchives.com/t/s?1444

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 24, 2006,
Stonefield Josephson, Inc., in Santa Monica, California, raised
substantial doubt about Health Sciences Group, Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the company's recurring operating
losses, accumulated deficit and working capital deficit at
Dec. 31, 2005.

                       About Health Sciences

Headquartered in Los Angeles, California, Health Sciences Group,
Inc. -- http://www.healthsciencesgroup.com./ -- is an   
integrated provider of innovative products, proprietary
technologies used in nutritional supplements, and functional foods
and beverages. The company's active subsidiaries include BioSelect
Innovations, which develops proprietary technologies, and Swiss
Research, Inc., which markets and sells branded products
addressing major wellness categories.


HEXION SPECIALTY: Eliminates Certain Defaults on Notes
------------------------------------------------------
Hexion Specialty Chemicals Inc.'s wholly owned finance
subsidiaries, Hexion U.S. Finance Corp. and Hexion Nova Scotia
Finance, ULC, entered into a third supplemental indenture to the
Indenture dated as of Aug. 12, 2004 and a supplemental indenture
to the Indenture dated as of May 20, 2005.

The third supplemental indenture dated as of Oct. 26, 2006 to the
Indenture dated as of Aug. 12, 2004, by and among Hexion U.S.
Finance Corp., Hexion Nova Scotia Finance, ULC, each of the
guarantors party thereto, and Wilmington Trust Company, as
Trustee, pursuant to which the Second-Priority Senior Secured
Floating Rate Notes due 2010 and the 9% Second-Priority Senior
Secured Notes due 2014 were issued.

The supplemental indenture dated as of Oct. 26, 2006 to the
Indenture dated as of May 20, 2005, by and among Hexion U.S.
Finance Corp., Hexion Nova Scotia Finance, ULC, each of the
guarantors party thereto, and Wilmington Trust Company, as
Trustee, pursuant to which the Second-Priority Senior Secured
Floating Rate Notes due 2010 were issued.

The 2004 Notes Supplemental Indenture and 2005 Notes Supplemental
Indenture were entered into in connection with the Company's
tender offers and consent solicitations with respect to the 2004
Floating Rate Notes, the 9% Notes and the 2005 Floating Rate
Notes, which were commenced Oct. 12, 2006.  The Supplemental
Indentures amend the terms governing the Notes to, among other
things, eliminate most of the restrictive covenants and certain
events of default, and delete all references to collateral in the
2004 Notes Indenture and the 2005 Notes Indenture.

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc.
-- http://hexionchem.com/-- makes thermosetting resins (or  
thermosets).  Thermosets add a desired quality (heat resistance,
gloss, adhesion) to a number of different paints and adhesives.
Hexion also makes formaldehyde and other forest product resins,
epoxy resins, and raw materials for coatings and inks.  The
Company has 86 manufacturing and distribution facilities in 18
countries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2006
Standard & Poor's Ratings Services lowered its corporate credit
rating on Hexion Specialty Chemicals Inc. to 'B' from 'B+'.  The
outlook is stable.  S&P also lowered the rating on the existing
$225 million first-lien senior secured revolving credit facility
to 'B' from 'B+'.

As reported in the Troubled Company Reporter on Oct. 19, 2006
Moody's Investors Service assigned B3 ratings to the new
guaranteed senior secured second lien notes due 2014 of Hexion
Specialty Chemicals Inc.


HIGHLINE PORTAFAB: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Highline Portafab Inc.
        20105 Broadway Avenue SE
        Snohomish, WA 98296

Bankruptcy Case No.: 06-13849

Type of Business: The Debtor designs and manufactures high quality
                  excavator attachments for.  The Debtor's
                  products include thumbs, buckets, guarding
                  packages, excavator rakes, bucket rakes and
                  dozer rakes.  The Debtor also has a full service
                  manufacturing and repair facility.
                  See http://www.hpf.com/

Chapter 11 Petition Date: October 31, 2006

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: James L. Day, Esq.
                  Bush Strout & Kornfeld
                  601 Union Street, Suite 5500
                  Seattle, WA 98101-2373
                  Tel: (206) 292-2110
                  Fax: (206) 292-2104

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Internal Revenue Service                 $1,177,134
   915 2nd Avenue #1600 M/S 244
   Seattle, WA 98174-1081

   Department of Revenue                      $159,005
   P.O. Box 34051
   Seattle, WA 98124-1051

   Wendell & Tina Malberg                     $115,000
   9603 196th Street SE
   Snohomish, WA 98296

   Snohomish County Treasurer                  $36,220

   Department of Labor & Industries            $26,683

   Employment Security Department              $14,507

   General Equipment Co.                        $5,814

   Pacific Fluid Systems                        $4,945

   Fittings, Inc.                               $4,161

   Team Tube LLC                                $2,085

   Easthill Hydraulic                           $1,975

   Forrest Tech. Coatings                       $1,958

   Chinook Lumber Inc.                          $1,724

   Northwest Cascade Inc.                       $1,694

   Mosbrucker Excavating Inc.                   $1,293

   Industrial Supply                            $1,230

   Northwest Steel & Pipe Inc.                    $877

   Heavy Equipment Parts                          $867

   Verizon Northwest                              $525


HOLLINGER INC: Gets Canadian Court Injunction Against David Radler
------------------------------------------------------------------
Hollinger Inc. disclosed that on Oct. 25, 2006, the British
Columbia Supreme Court granted a Mareva Injunction Order against
David Radler and F.D. Radler Ltd.

The Company previously filed an action against Mr. Radler and F.D.
Radler Ltd., among a number of other parties, for breach of
fiduciary duty, oppressive conduct, and a variety of causes of
action.

The Company says that the Mareva Injunction Order, applicable
worldwide, prevents Mr. Radler and F.D. Radler Ltd. from disposing
of, mortgaging or transferring their assets, and freezes their
bank accounts while the claim filed by the Company is pending
before the courts.

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

                         Litigation Risks

Hollinger Inc. faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on September 7, 2004;

   (3) a $425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a November 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a $5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on November 15, 2004, seeking
       injunctive, monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.


IMPART MEDIA: Posts $3 Million Net Loss in Second Quarter of 2006
-----------------------------------------------------------------
Impart Media Group, Inc. reported a $3,065,045 net loss on
$1,426,337 of revenues for the second quarter ended June 30, 2006,
compared to $26,792 of net income on $1,016,966 of revenues for
the same period in 2005.

At June 30, 2006, the company's balance sheet showed $16,902,427
in total assets, $9,419,919 in total liabilities, and $7,482,508
in stockholders' equity.  Despite losses in the previous two
quarters, the company's stockholders' equity as of June 30, 2006,
improved mainly because of increases in additional paid-in capital
in the previous two quarters.

Additionally, the company's accumulated deficit deteriorated to
$10,086,732 at June 30, 2006.

The company's balance sheet as of June 30, 2006, also showed
strained liquidity with $7,096,163 in total current assets
available to pay $9,327,591 in total current liabilities.

Full-text copies of the company's second quarter financials are
available for free at http://researcharchives.com/t/s?1438

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 17, 2006,
Peterson Sullivan PLLC in Seattle, Washington, raised substantial
doubt about Impart Media Group, Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the company's recurring losses from operations and substantial
accumulated deficit.

                        About Impart Media

Based in Seattle, Wash., Impart Media Group, Inc., --
http://www.Impartmedia.com/-- sells dynamic digital media  
solutions consisting of monitors, media servers, and associated
technological hardware and software.  The company provides design,
integration, fabrication, assembly, quality assurance, creative
production, and installation services throughout the United
States.  As a result of the company's acquisition of E&M
Advertising, Inc. and its affiliates in Feb. 2006, the company now
provides advertising capability to digital elements and other
media services.


INFONXX INC: Recapitalization Cues Moody's to Place B2 Rating  
-------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
InfoNXX, Inc.  

InfoNXX is undertaking a recapitalization to repay existing debt
of $215.1 million, pay a dividend to shareholders of $300 million,
and pay fees and expenses.

The transaction is being financed with proposed credit facilities
that include a $200 million senior secured first lien revolver, a
$275 million senior secured first lien term loan, and a
$125 million senior secured second lien term loan.

Moody's assigned these first-time ratings to the proposed capital
structure:

   -- $200 million senior secured first lien revolver maturing
      Dec. 2010, B1 (LGD3, 35%)

   -- $275 million senior secured first lien term loan B due
      2012, B1 (LGD3, 35%)

   -- $125 million senior secured second lien term loan due 2013,
      Caa1 (LGD5, 85%)

   -- Corporate family rating, B2

   -- Probability of default rating, B2

The ratings outlook is stable.

The ratings reflect significant leverage subsequent to the
proposed recapitalization.  Pro forma for the recapitalization and
after application of Moody's standard adjustments, total debt to
adjusted EBITDA at Sept. 30, 2006 was approximately 4.8 times,
adjusted free cash flow to debt was about 7%, and adjusted EBIT
coverage of interest expense was about 1.7x.

EBITDA has been adjusted to reflect the expected pro forma effects
of the company's recent France and Italy launches, two
acquisitions, and the addition of a large customer account in the
U.S.  The key factors limiting InfoNXX's credit ratings are the
significant amount of adjustments made to pro forma EBITDA and the
company's lack of a track record operating at its current size and
leverage.

Moody's views InfoNXX's business profile as entailing certain
risks.  Rapid growth in the past two years, including two
acquisitions in 2006, raises uncertainty and integration risk.
Other risks include significant customer concentration in the
U.S., technology risk regarding potential automated directory
assistance, the possibility of wireless customers bringing their
directory assistance services in-house, and competitive pricing
practices in Europe.

Strengths in InfoNXX's business profile include:

   -- its substantial market share and brand recognition in the
      U.K., France, and Ireland;

   -- long-term relationships and contracts with its largest
      corporate customers; and,

   -- moderately high switching costs.

The B1 rating on the senior secured first lien credit facility
reflects the facility's priority position in the capital structure
and a Loss Given Default assessment of LGD3.  Domestic borrowings
under the first lien credit facility benefit from a first priority
perfected lien on all tangible and intangible assets of the
domestic borrower, InfoNXX, Inc., and the capital stock of its
subsidiaries.

Foreign borrowings under the first lien credit facility benefit
from a first priority perfected lien on all tangible and
intangible assets of the foreign borrowers, Carbone S.A.R.L., The
Number UK Limited, and InfoNXX Lux.

The rating on the first lien facility benefits from the loss
absorption provided by the second lien term loan.  Domestic
borrowings are guaranteed by each existing and future domestic
subsidiary of the domestic borrower, and foreign borrowings are
guaranteed by the domestic borrower, the domestic guarantors,
certain foreign subsidiaries, and each existing and future foreign
subsidiary of the domestic borrower.  A debt allocation mechanism
exists under which lenders of the first lien facilities would
share losses in the event of a default.  The security and
guarantees are subject to customary exceptions and limitations.

The Caa1 and LGD5 ratings assigned to the $125 million senior
secured second lien term loan reflect its subordination to the
sizable amount of first lien debt.  The second lien has the same
borrowers and guarantees as the first lien facility, has a second
priority claim on the same collateral, and also contains a loss-
sharing mechanism.

The stable ratings outlook reflects Moody's expectation that
InfoNXX will successfully integrate its recent acquisitions and
maintain solid EBITDA, free cash flow and operating margins.

The outlook or ratings could be lowered if InfoNXX loses a
significant customer, experiences integration inefficiencies, or
encounters other operational difficulties that result in a
sustained shortfall in EBITDA below current expectations causing
adjusted debt to EBITDA to rise above 5.8x and adjusted EBIT to
interest expense to fall below 1.5 times.

A track record of sustained operating performance that results in
adjusted debt to EBITDA of less than 4.6x and EBIT interest
coverage above 1.9x would likely result in a positive change in
the outlook or ratings.

InfoNXX, Inc. is a non-carrier provider of directory assistance
services in the U.S. and Europe.  In the U.S., which comprised
approximately one-third of third quarter 2006 revenue, wireless
carriers outsource directory assistance calls to InfoNXX under
long-term customer agreements.  In Europe, the directory
assistance market is deregulated and InfoNXX markets its brand and
telephone numbers directly to the end user.  

Revenue for the twelve months ended September 30, 2006 was
approximately $429 million.


JOHN BALL: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: John Patrick Ball
        aka John P. Ball
        2 Waterfront Place
        Apartment 1401
        Morgantown, WV 26501

Bankruptcy Case No.: 06-01002

Chapter 11 Petition Date: October 31, 2006

Court: Northern District of West Virginia (Clarksburg)

Debtor's Counsel: Martin P. Sheehan, Esq.
                  Sheehan & Nugent, PLLC
                  41 15th Street
                  Wheeling, WV 26003
                  Tel: (304) 232-1064
                  Fax: (304) 232-1066

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Decedent's Estate of             Order of Supreme      $837,362
Gladys G. Davis                  Court of West
c/o Ward D Stone, Jr.            Virginia on
990 Elmer Prince Drive           6/15/06
Morgantown, WV 26505             (executor fee)

                                 (annuity)             $493,093

Decedent's Estate of             Order of Supreme      $785,996
Vivian D. Michael                Court of West
c/o Ward D. Stone, Jr.           Virginia on
990 Elmer Prince Drive           6/15/06
Morgantown, WV 26505             (executor fee)

                                 (vehicle)              $20,000

Decedent's Estate of             Order of Supreme      $318,934
Earle D.Elmore                   Court of West
c/. Ward D. Stone, Jr.           Virginia 6/15/06 as
990 Elmer Prince Drive           amended by ODC
Morgantown, WV 26505             hearing on 9/8/06
                                 (Trustee fee)

                                 (executor fee)         $60,000

Steptoe and Johnson              Legal Fees and         $50,415
P.O. Box 1702                    Expenses
Clarksburg, WV 26302-1732

Office of Disciplinary Counsel   Order of ODC as a       $9,567
2008 Kanawha Boulevard East      result of hearing
Charleston, WV 25311             on 9/8/06

Collier City Florida Real        Real Estate Tax         $8,684
Estate Tax

Monogalia County Real Estate Tax Real Estate Tax         $2,419

Internal Revenue Service         Federal Income Tax     Unknown

Mass Mutual                      Insurance              Unknown
c/o Jerry L. Jones, CLU, ChFC    Policy No.
1425 Earl Core Road              005674509
Morgantown, WV 26505

West Virginia                    State Income Tax       Unknown
State Tax Department


KRISPY KREME: Grants 420,000 Common Shares to Executives
--------------------------------------------------------
The Compensation Committee of the Board of Directors of Krispy
Kreme Doughnuts Inc. approved grants of stock options for an
aggregate of 900,000 shares of the Company's common stock,
including grants to its executive officers.

The Company disclosed that the grants included:

      Executive Officer                      No. of Shares
      ----------------                       -------------
      Jeffrey L. Jervik                         150,000
      Executive Vice President - Operations

      Douglas R. Muir                           120,000
      Chief Accounting Officer

      Michael C. Phalen                         150,000
      Chief Financial Officer

The Company also disclosed that the date of grant will be the
second trading day following the filing of its Annual Report on
Form 10-K for the fiscal year ended Jan. 29, 2006.  The grants
will be made under the Company's 2000 Stock Incentive Plan and a
Nonqualified Stock Option Agreement.  The exercise price of the
options will be the closing price of the Company's common stock on
the New York Stock Exchange on the date of the grant.

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme
(NYSE: KKD) -- http://www.krispykreme.com/-- is a branded  
specialty retailer of premium quality doughnuts, including the
Company's signature Hot Original Glazed.  There are currently
approximately 320 Krispy Kreme stores and 80 satellites operating
systemwide in 43 U.S. states, Australia, Canada, Mexico, the
Republic of South Korea and the United Kingdom.

Headquartered in Winston-Salem, North Carolina, Freedom Rings LLC
is a majority-owned subsidiary and franchisee partner of Krispy
Kreme Doughnuts, Inc., in the Philadelphia region.  Freedom Rings
operates six out of the approximately 360 Krispy Kreme stores and
50 satellites located worldwide.  The Company filed for chapter 11
protection on Oct. 16, 2005 (Bankr. D. Del. Case No. 05-14268).
M. Blake Cleary, Esq., Margaret B. Whiteman, Esq., and Matthew
Barry Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated $10
million to $50 million in assets and debts.

Headquartered in Oak Brook, Illinois, Glazed Investments, LLC, is
a 97%-owned unit of Krispy Kreme.  Glazed filed for chapter 11
protection on Feb. 3, 2006 (Bankr. N.D. Ill. Case No. 06-00932).
The bankruptcy filing will facilitate the sale of 12 Krispy Kreme
stores, as well as the franchise development rights for Colorado,
Minnesota and Wisconsin, for approximately $10 million to Westward
Dough, the Krispy Kreme area developer for Nevada, Utah, Idaho,
Wyoming and Montana.  Daniel A. Zazove, Esq., at Perkins Coie LLP
represents Glazed in its restructuring efforts.  When Glazed filed
for protection from its creditors, it estimated assets and debts
between $10 million to $50 million.

KremeKo, Inc., Krispy Kreme's Canadian franchisee, is currently
restructuring under the Companies' Creditors Arrangement Act.
Pursuant to the Court's Initial Order, Ernst & Young Inc. was
appointed as Monitor in KremeKo's CCAA proceedings.  The Monitor
is attempting to sell the KremeKo business.


LAKE AT LAS VEGAS: S&P Cuts Corp. Credit Ratings to CCC From B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Lake at Las Vegas Joint Venture and LLV-1 LLC to 'CCC'
from 'B' and revised the outlook to negative.

Additionally, the rating on the bank loan is lowered to 'CCC+'
from 'B+' and the recovery rating is affirmed at '1', indicating a
reasonable expectation for full recovery of principal in the event
of default.  These actions affect first-lien term loan debt
totaling $502 million.

"The downgrade was prompted by a sharp reduction in cash flow as a
consequence of stagnant demand for land parcels within the highly
amenitized Lake Las Vegas master-planned community," said Standard
& Poor's credit analyst James Fielding.  "Cash balances are low,
and the borrowers are not currently in compliance with the
interest coverage covenant governing the senior first-lien credit
facility."

Mr. Fielding added that while longer-term demographic trends are
very favorable for the Las Vegas area housing markets, the
duration of the current correction is uncertain, suggesting the
possibility that the borrowers may not have the capacity to meet
their financial commitments in the near term.

The outlook will remain negative until the bank loan agreement is
successfully amended and sufficient equity is contributed.  If
these transactions fail to occur in a timely manner, a default is
likely.  Alternatively, we would revise our outlook back to stable
and possibly raise our ratings if the borrowers' liquidity
improves and sales return to a more normalized pace.


LEHMAN ABS: Fitch Affirms Ratings on 16 Lehman MH Securitizations
-----------------------------------------------------------------
Fitch affirms these Lehman ABS Corp. manufactured housing-backed
certificates:

Series 1998-1 Group I

     -- Class I-A-1 at 'A-';
     -- Class I-IO at 'AAA'.

Series 1998-1 Group II

     -- Class II-A-1 at 'CC/DR2';
     -- Class II-A-2 at 'CC/DR3';
     -- Class II-IO at 'CC/DR3'.

Series 2001-B

     -- Classes A-1 through A-6 at 'A+';
     -- Class A-7 at 'AAA';
     -- Class A-IO-C at 'AAA';
     -- Class M-1 at 'BBB-';
     -- Class M-2 at 'CC/DR3';
     -- Class B-1 at 'C/DR4'.

The affirmations affect approximately $820 million of the
outstanding certificates.

Series 1998-1 Group I is collateralized by 10 senior tranche
classes from 9 Green Tree manufactured housing transactions.  
Series 1998-1 Group II is collateralized by 5 mezzanine tranche
classes from 5 Green Tree manufactured housing transactions.  Due
to the lack of additional credit enhancement, the credit risk of
both groups of series 1998-1 is directly tied to the credit risk
of the underlying Green Tree classes.  The credit risk on the
underlying classes has remained stable over the last six months
and, as a result, all underlying classes were affirmed in October
2006.  The affirmation of all classes in series 1998-1 reflects
the affirmation of all underlying classes.

Series 2001-B is collateralized by fixed-rate manufactured housing
contracts that were originated by The CIT Group.  The affirmation
of A-7 is the result of a certificate guaranty policy issued by
Ambac Assurance Corp., which maintains an insurer financial
strength rating of 'AAA' with Fitch.  The affirmation of all other
classes in the transaction reflects a stable relationship between
credit enhancement and expected loss.  This transaction is
seasoned 59 months and has a pool factor of 50%.

Fitch's Distressed Recovery ratings, introduced in April 2006
across all sectors of structured finance, are designed to estimate
recoveries on a forward-looking basis while taking into account
the time value of money.


LEVEL 3: Incurs $138 Million Net Loss in 2006 Third Quarter
-----------------------------------------------------------
Level 3 Communications Inc. reported consolidated revenue of
$875 million for the third quarter 2006, compared to consolidated
revenue of $835 million for the second quarter 2006.  As the
company completed the sale of its subsidiary, Software Spectrum,
Inc., in the third quarter of 2006, the results of operations of
Software Spectrum are reflected as discontinued operations for all
periods provided in this release and are not consolidated with the
results of operations of Level 3's communications and other
businesses.

The net loss for the third quarter 2006 was $138 million compared
to a net loss of $201 million for the previous quarter.  Included
in the net loss for the third quarter is a gain of $33 million
associated with the sale of Software Spectrum.  Included in the
net loss for the second quarter 2006 was a loss of $55 million
attributable to the amendment and restatement of the Level 3
Financing Inc.'s $730 million credit agreement.

"Excluding the benefit of acquisitions during the third quarter,
we had an approximately 6% growth in core communications services
revenue," said James Q. Crowe, CEO of Level 3.  "This positive
outcome is the result of particularly strong contributions from
transport and infrastructure and voice services, the ongoing
stabilization in the pricing environment; and the positive impact
of industry consolidation.  The trend in organic growth bodes well
for future performance, and the communications business saw
positive contributions from the WilTel integration and other, more
recent acquisitions."

Consolidated Adjusted OIBDA defined as Adjusted Operating Income
Before Depreciation and Amortization was $176 million in the third
quarter 2006, compared to third quarter 2006 projections of $170
million to $190 million and $170 million for the second quarter
2006.

"Our favorable performance in core services revenue was offset by
declines in SBC Contract Services revenues and higher operating
expenses, which were primarily due to the acceleration of certain
integration related expenses and increased costs attributable to
the acquired companies," said Sunit S. Patel, CFO of Level 3.

                              Revenue

Communications revenue for the third quarter 2006 was $858
million, versus $819 million for the previous quarter.  The
company recognized less than $1 million in termination revenue
during the third quarter 2006 and $3 million in termination
revenue during the second quarter 2006, primarily related to the
SBC Contract Services.

Core Communications Services revenue, which includes transport and
infrastructure, wholesale IP and Data, Voice and Vyvx, increased
quarter over quarter by 29% due to a 6% organic growth in core
communications services, primarily from transport and
infrastructure and voice services, the benefit of a full quarter's
revenue from ICG Communications, as well as revenue for part of
the quarter from the acquisitions of TelCove and Looking Glass
Networks.

Other Communications Services revenue declined 11% to $107 million
during the quarter, as a result of expected declines in managed
modem and managed services.

                       SBC Contract Services

SBC Contract Services declined by 26% from the previous quarter.  
As previously disclosed, SBC has announced its intention to
migrate the services provided under the agreement to its own
network facilities in accordance with terms previously negotiated
by WilTel.  Under the terms of this agreement, SBC agreed to pay
WilTel a minimum amount of gross margin regardless of the actual
revenue generated under the contract.  Accordingly, while the
company expects future SBC Contract Services quarterly revenue
will be difficult to predict and the rate of decline to vary from
quarter to quarter, the gross margin contribution over time is
fixed.

The communications deferred revenue balance was $896 million at
the end of the third quarter 2006, compared to $912 million at the
end of the second quarter.  The decline in communications deferred
revenue quarter over quarter is a result of the amortization of
previously recognized deferred revenue balances and a $20 million
decrease associated with an integration related change in the
billing cycle for certain legacy WilTel customers, partially
offset by cash receipts associated with wavelength and dark fiber
sales.  Excluding the effect of the change in the billing cycle,
the communications deferred revenue balance would have increased
from the second quarter by $4 million.

                          Cost of Revenue

Communications cost of revenue for the third quarter 2006 was $368
million, versus $385 million in the previous quarter.  Cost of
revenue decreased during the quarter primarily due to the benefit
of synergies from the WilTel integration and lower expenses
associated with SBC Contract Services revenue partially offset by
increases from a full quarter of costs associated with ICG
Communications, and a partial quarter of costs associated with
TelCove and Looking Glass.

Communications gross margin was 57% for the third quarter, versus
53% for the second quarter.  The increase in communications gross
margin is primarily attributable to the higher margin revenue from
TelCove, Looking Glass and ICG Communications; organic growth in
our core communications services; a reduction in lower margin
services associated with SBC Contract Services revenue; and
integration benefits from the WilTel acquisition.

"We are pleased with the improvement in our gross margin,"  said
Mr. Crowe. "Given positive market conditions and the benefits of
integration activity and acquisitions, we expect improvements in
gross margin to continue in the fourth quarter."

           Selling, General and Administrative Expenses

Communications SG&A expenses were $333 million for the third
quarter 2006, versus $281 million for the previous quarter.  The
third and second quarter 2006 Communications SG&A expenses include
$18 million and $20 million, respectively, of non-cash
compensation expense.  SG&A increased in the third quarter
primarily due to costs associated with TelCove and Looking Glass,
and a full quarter of costs from ICG Communications.

"Our integration expenses increased in the quarter as we started
integrating various operating and business support systems and
processes," said Mr. Patel. "For the balance of the year, we are
accelerating some of the metro integration efforts that were
previously planned for 2007."   

Adjusted OIBDA for the communications business increased to $174
million for the third quarter 2006, compared to $170 million for
the previous quarter.

Communications Adjusted OIBDA margin was 20% for the third quarter
2006, versus 21% in the previous quarter.

Communications Adjusted OIBDA in the third quarter includes $1
million in cash restructuring charges associated with reductions
in workforce resulting from the integration of acquired businesses
and excludes a $1 million non-cash asset impairment charge, and
$18 million of non-cash compensation expense.  Second quarter 2006
Communications Adjusted OIBDA includes $3 million in cash
restructuring charges associated with reductions in workforce
resulting from the integration of acquired businesses and excludes
a $4 million non-cash asset impairment charge, and $20 million of
non-cash compensation expense.

                         Other Businesses

The company's other businesses consist primarily of coal mining
operations.

Revenue from other businesses was $17 million in the third
quarter, compared to $16 million in the second quarter of 2006.  
Consolidated Adjusted OIBDA from Other Businesses in the third
quarter was $2 million and Other Businesses did not contribute to
Consolidated Adjusted OIBDA in the second quarter 2006.

During the third quarter 2006, Unlevered Cash Flow was positive
$121 million, versus positive $93 million for the previous
quarter.  Consolidated Free Cash Flow for the third quarter was
negative $64 million, versus negative $13 million for the previous
quarter.

As of Sept. 30, 2006, the company had cash and marketable
securities of approximately $1.2 billion.  "The combination of the
company's acquisitions, financing activities during the year and
continued organic core communications growth has strengthened our
financial condition," said Mr. Patel.

                       Corporate Transactions

On Oct. 17, 2006, Level 3 announced that it had signed a
definitive agreement to acquire Broadwing Corporation.  Under the
terms of the agreement, Level 3 will pay $8.18 of cash plus 1.3411
shares of Level 3 common stock for each share of Broadwing common
stock outstanding at closing.  In total, Level 3 expects to pay
approximately $744 million of cash and issue approximately 122
million shares of common stock.

During the third quarter, Level 3 closed the acquisitions of
Telcove and Looking Glass.  Also during the third quarter, Level 3
completed the sale of Software Spectrum to Insight Enterprises
Inc. for total proceeds of $353 million in cash, consisting of
$287 million in purchase price and approximately $66 million in a
working capital adjustment.  The cash received at closing remains
subject to certain post-closing adjustments.

                       Organizational Update

The Wholesale Markets Group services the communications needs of
the largest global service providers, including carriers, cable
companies, wireless companies, and voice service providers.  These
customers typically integrate Level 3 services into their own
products and services to offer to their end user customers.  The
Content Markets Group focuses on serving media and content
companies with large and growing bandwidth needs. Customers in
this market include video distribution companies, providers of
gaming, mega-portals, software service providers, social
networking providers, as well as more traditional media
distribution companies such as broadcasters, television networks
and sports leagues.

The Business Markets Group targets enterprise customers and
regional carriers who value a local, professional sales force.  
Specific customer markets include small, medium, and large
businesses, local and regional carriers, state and local
government entities, and higher education institutions.

The European Markets Group serves the largest European consumers
of bandwidth, including the largest European and international
carriers, large system integrators, voice service providers, cable
operators, Internet service providers, content providers, and
government and education sectors.

"The alignment around customer markets we believe will continue to
drive rapid growth while enabling the company to better focus on
the needs of our customers, and deliver the high quality services
they expect from Level 3," said Kevin O'Hara, president and COO of
Level 3.  "Each group is supported by the dedicated sales,
marketing, product management, customer facing operations, and
necessary support resources required to execute and grow revenues
in these key segments."

                        Integration Update

We have completed the majority of the physical integration of
WilTel's network, and we are seeing the benefit of the network and
operating expense savings we expected from this acquisition in our
results this quarter," said Mr. O'Hara. "Our primary focus going
forward will be to continue the integration efforts of our metro
acquisitions and begin the integration work on Broadwing subject
to the requirements and restrictions of applicable law.

"The integrations of the metro acquisitions are underway, and we
are beginning to see the benefits of our increased local
footprints across the communications business.  We are on track to
complete the majority of the integration of these companies by the
end of 2007."

                     Capital Markets Activity

During the third quarter, the company redeemed all of its
outstanding 9 1/8% Senior Notes due 2008 and 10 1/2% Senior
Discount Notes due 2008.  Aggregate principal, call premium and
accrued interest totaled $470 million.  As a result, long-term
debt due in 2008 was reduced by approximately $460 million.

                       2006 Business Outlook

"The continued strength in our core communications business and
our strengthening gross margin are indicators of strong momentum,"
said Mr. Crowe.  "We are confident in our ability to continue to
deliver industry leading growth in our core communications
revenues."

"We are increasing the midpoint for our 2006 core communications
services and total communications revenue as a result of stronger
than anticipated organic growth," said Mr. Patel.  "Excluding
benefits from the pending acquisition of Broadwing, we reiterate
our expectation that Consolidated Adjusted OIBDA in 2007 will be
$830 million to $890 million."

"We are pleased with the continued demand we are seeing from our
customers, we believe our performance this quarter continues to
demonstrate that our business and industry dynamics are strong,"
said Mr. Crowe.  "We believe we are well positioned for the
future. In addition, we believe our pending acquisition of
Broadwing creates significant value for our stockholders and
expands our opportunities for growth."

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

                            *    *    *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Fitch assigns a rating of 'B/RR1' to Level 3 Financing, Inc.'s
issuance of $600 million of 9.25% senior notes due 2014.  In
addition, Fitch affirms the 'CCC' Issuer Default Rating and each
issue rating for Level 3 Communications, Inc. and Level 3
Financing, Inc.  The Rating Outlook is Positive.


LEVEL 3: DBRS Upgrades Senior Unsecured Notes' Rating to B (low)
----------------------------------------------------------------
Dominion Bond Rating Service upgraded the ratings of Level 3
Communications Inc.'s Senior Unsecured Notes to B (low) from CCC
and Subordinated Notes to CC from C and Level 3 Financing Inc.'s
Senior Secured Credit Facility to B from B (low) and Senior
Unsecured Notes to B(low) from CCCwith all trends now Stable.  
This concludes the Under Review with Positive Implications that
Level 3's ratings were placed under on October 17, 2006.

The upgrade is a result of the near-finished integration of WilTel
Communications, LLC that has demonstrated meaningful cash flow
improvement along with the improved outlook of Level 3 achieving a
free cash flow positive business model in 2008.  Despite the
recent operational improvements, DBRS notes that Level 3 has not
increased its 2007 EBITDA guidance, which is expected to be in a
forecasted range between $830 million and $890 million including
restructuring costs.  Notwithstanding, DBRS believes that Level 3
will be able to substantially increase its EBITDA in 2008 as a
result of integrating its acquisitions and capitalizing on network
and operating integration efforts, which mainly involves moving
more Broadwing Corporation traffic onto Level 3's higher-margin
network.

DBRS reiterates that its major concern at this time is the
considerable integration risk at Level 3, given that it has
recently closed the larger acquisitions of Telcove, Inc., Looking
Glass Networks, Inc., along with the expected acquisition of
Broadwing.  Therefore, Level 3 will face substantial integration
challenges in 2007.  In addition, DBRS acknowledges that Level 3's
debt levels still remain somewhat high at $6.6 billion as of
September 30, 2006, and continue to restrict its ratings despite
the expected improvements in cash flow from acquisitions.  
However, Level 3 has $1.2 billion in cash, which is sufficient
to cover the cash component of the Broadwing purchase price and
DBRS's expectation of free cash flow deficits over the next 12
months that includes integration costs ranging between $100
million and $120 million.

Finally, DBRS notes that Level 3 has little debt maturing between
now and 2008 as a result of the Company's recent debt refinancing
efforts.  In addition, Level 3 Financing Inc. has just announced a
further $600 million debt issuance to help fund the cash portion
of any past or pending acquisitions.  Therefore, near-term
liquidity is not a concern.

Positive rating action would likely occur if Level 3 achieves
further improvement in credit metrics with EBITDA-to-interest
coverage approaching two times, with cash flow-to-gross debt
moving towards 0.1x.  In addition, this could be augmented by
Level 3 negotiating to convert $1.3 billion of convertible debt
that is currently above its strike price into equity in advance of
the current conversion schedule of late 2008/early 2009 that would
help offset the recent increases in debt to help fund
acquisitions.


LODGENET ENTERTAINMENT: Moody's Holds Corp. Family Rating at B1
---------------------------------------------------------------
Moody's revised LodgeNet's outlook to positive from stable, as
Moody's expects that LodgeNet will continue to have good operating
performance and use its growing free cash flow to repay debt,
leading leverage to potentially decline to the mid-to-high 2x
debt-to-EBITDA level in 2007.

Moody's affirmed the corporate family and all other ratings.

LodgeNet's B1 corporate family rating continues to reflect
significant exposure to the lodging industry's inherent
cyclicality, seasonality and volatility, as well as the company's
dependence on the quality of Hollywood product, significant need
for capital investment, and thin interest coverage after capital
expenditures.  

The rating is supported by LodgeNet's large installed room base
(over one million rooms served) and the consequent advantages of
scale, growing free cash flow, and diversification (albeit modest)
from the new revenues streams, such as from services to healthcare
facilities and travel centers.

This is the list of Moody's action:

   * Affirmed:

     -- Corporate Family Rating B1
     -- Probability of Default Rating B1
     -- Senior Secured Revolver Ba1, LGD2, 16%
     -- Senior Secured Term Loan Ba1, LGD2, 16%
     -- 9.5% Senior Sub Notes, B2, LGD5, 72%
     
The outlook is positive.

LodgeNet Entertainment Corporation provides cable, video-on-demand
and video game entertainment services to the lodging industry.  
The company's annual revenues are approximately $290 million.  
LodgeNet maintains its headquarters in Sioux Falls, South Dakota.


M&K HOLDINGS: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: M&K Holdings, LLC
        7500 College, Suite 1200
        Overland Park, KS 66210

Bankruptcy Case No.: 06-42971

Type of Business: The Debtor provides municipal engineering and
                  industrial/commercial land development.
                  See http://www.morrow-associates.com/

Chapter 11 Petition Date: October 31, 2006

Court: Western District of Missouri (Kansas City)

Judge: Arthur B. Federman

Debtor's Counsel: Nancy S. Jochens, Esq.
                  Blackwell Sanders Peper Martin LLP
                  4801 Main Street, Suite 1000
                  Kansas City, MO 64112
                  Tel: (816) 983-8000
                  Fax: (816) 983-8080

Total Assets: $7,175,000

Total Debts:  $5,553,609

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Redford Construction                                   $509,100
P.O. Box 1065
Raymore, MO 64083

Lisa M. Garney                                          $50,053
1420 West 50th Terrace
Kansas City, MO 64112

Jerry D. Morrow                  Personal Loan          $48,731
7500 College, Suite 1200
Overland Park, KS 66210

Shafer, Kline & Warren Inc.                             $48,445
11100 West 91st Street
Overland Park, KS 66214

Mark One                                                $43,150

Fields & Brown                                          $41,082

Douglas R. Kean                  Personal Loan          $31,415

Ralph C. Johnson & Co., P.C.                            $27,028

King Hershey PC                                         $13,210

Gun-Ko Traffic Control Inc.                             $12,000

Jim Kidwell Construction Co.                            Unknown

Tax Increment Financing                                 Unknown
Comm. of KCMO


MARK IV: Increased Debt Level Cues Moody's to Pare Ratings
----------------------------------------------------------
Moody's Investors Service lowered the ratings of Mark IV
Industries, Inc.

   -- Corporate Family, to B2 from B1;
   -- guaranteed second lien senior secured term loan at Dayco
      Products LLC, to B3 from B2.

At the same time, Moody's affirmed the ratings of the guaranteed
senior secured credit facility at Ba3 and maintained the negative
rating outlook.

The ratings reflect worsening credit protection measures resulting
from declining margins in several of the company's businesses as
well as increased debt levels.  Performance in its electronic toll
collections business has been weaker than expected because of
delayed shipments to government agencies, although the company
expects to make up the shortfall in the second half of fiscal year
2007.  Its automotive OEM segment has suffered from lower
production volumes, pricing concessions and rising raw material
costs.

For the last 12 months ended Aug. 31, 2006, Debt/EBITDA (using
Moody's standard adjustments) rose to 6.2x, EBIT/cash interest was
approximately 1.3x.  Free cash flow was approximately negative $50
million, driven by lower profitability and higher working capital
usage.  Moody's noted in its prior rating action that the
company's credit metrics were already weak for it ratings.  The
company's progress to date makes the achievement of solid B1
credit metrics highly unlikely in the near term.

The negative outlook continues to reflect Moody's belief that
challenging conditions in the North American automotive industry,
including lowered production levels and continued pricing
pressures, will persist in the near term.  Mark IV derives
approximately 25% of its revenues from North American automotive
OEMs.

Additionally, the heavy duty truck segment, one of Mark IV's
higher margin businesses, is expected to face an industry-wide
downturn in 2007 as new emission standards take effect.  Moody's
is also concerned that negotiations on the part of government toll
road agencies will likely result in reduced transponder toll tag
pricing, as this business matures.  These factors, combined with
the company's remaining required pension contribution of
$42 million in fiscal year 2007, may result in increasing leverage
during FY 2007.

Liquidity as of Aug. 31, 2006, was comprised of $85.7 million of
cash on hand and approximately $62 million of availability under
its revolving credit facility.

These ratings were lowered:

   * Mark IV Industries, Inc.

     -- Corporate Family Rating, to B2 from B1

     -- Probability of Default Rating, to B2 from B1

     -- $150 million senior secured second lien term loan due
        2011, to B3 (LGD5, 71%) from B2 (LGD5, 71%)

These ratings were affirmed:

   * Dayco Products, LLC

     -- Ba3 (LGD3, 31%) rating for the guaranteed senior secured
        credit facilities consisting of:

     -- $150 million US/European revolving credit facility due
        2010 (up to $50 million-equivalent to be available in
        Euros)

     -- $747 million 7-year US term loan B due 2011

   * Dayco Europe SrL

     -- $100 million ($91 million remaining balance)-equivalent
        Euro denominated European term loan A due 2010

The last rating action was on Sept. 22, 2006, when Mark IV's issue
ratings were raised with the LGD Methodology implementation.

Future events that have the potential to drive Mark IV's ratings
lower include:

   -- evidence that the company is unable to maintain the
      technological leadership necessary to hold its leading
      market positions in its higher margin product lines;

   -- declines in production volumes of the company's North
      American and European OEM customers;

   -- annual price concessions to OEM customers that are not
      substantially offset by cost-cutting efforts or by
      sufficiently profitable new business awards;

   -- material increases in raw materials prices that cannot be
      passed on to customers; or,

   -- deteriorating liquidity.

Consideration for a lower rating could arise if any combination of
these factors results in leverage approaching 7x or reduces
EBIT/cash interest coverage to 1x or lower.

Future events that have the potential to drive Mark IV's outlook
or ratings higher include:

   -- growth in the company's higher margin products and
      continued improvement of the company's operations;

   -- the generation of material new business awards with
      sufficient margins to offset negotiated price concessions;

   -- meaningful debt reduction from operating cash flows or an
      incremental equity contribution or IPO.

Consideration for a higher outlook or rating could arise if any
combination of these factors were to increase EBIT/Interest
coverage to over 1.9x or reduce leverage to 4x.

Mark IV is a diversified manufacturer of engineered systems and
components utilizing radio frequency identification, information
display system, small diesel engines, mechanical power
transmission, air admission, fuel and fluid handling and other
technologies that serve industrial, transportation and automotive
markets.

Mark IV manages and reports its operations into two categories
Industrial/Distribution and Automotive OEM.  Annual revenues
approximate $1.8 billion.


MORGAN STANLEY: Fitch Rates Six Certificate Classes at Low-Bs
-------------------------------------------------------------
Fitch affirms Morgan Stanley Capital I Trust's commercial mortgage
pass-through certificates, series 2005-HQ5:

     -- $104.9 million class A-1 at 'AAA';
     -- $160.9 million class A-2 at 'AAA';
     -- $159.4 million class A-3 at 'AAA';
     -- $66.4 million class A-AB at 'AAA';
     -- $711.3 million class A-4 at 'AAA';
     -- $112.4 million class A-J at 'AAA';
     -- Interest-only class X-1 at 'AAA';
     -- Interest-only class X-2 at 'AAA';
     -- $30.5 million class B at 'AA';
     -- $19 million class C at 'AA-';
     -- $15.2 million class D at 'A+';
     -- $17.1 million class E at 'A';
     -- $15.2 million class F at 'A-';
     -- $15.2 million class G at 'BBB+';
     -- $13.3 million class H at 'BBB';
     -- $21 million class J at 'BBB-';
     -- $5.7 million class K at 'BB+';
     -- $5.7 million class L at 'BB';
     -- $5.7 million class M at 'BB-';
     -- $3.8 million class N at 'B+';
     -- $1.9 million class O at 'B';
     -- $3.8 million class P at 'B-'.

Fitch does not rate the $19 million class Q certificates.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the October 2006
distribution date, the pool has paid down 1.1% to $1.51 billion
from $1.52 billion at issuance.

Fitch reviewed the credit assessments of the following loans:
Wells REF Portfolio (9.6%), Houston Center (7.9%), 75 Broad Street
(7.2%), 111 Eighth Avenue (4.9%), and Towne East Square Mall
(4.5%).  Based on their performance since issuance, all five loans
maintain investment grade credit assessments.

The largest credit assessed loan, the Wells REF Portfolio, is
secured by nine office properties located in six different states,
containing a total of 2.9 million square feet.  The whole loan
consists of a $125 million Group 1 Note in the MSCI 2004-HQ4
trust, an $80 million Group 2 Note in MSCI 2005-TOP17, and a $145
million Group 3 Note, which is included in this trust.  As of
year-end 2005, all of the properties remained 100% leased and
performance has been stable since issuance.

As of YE 2005, net cash flow for two of the top ten loans, 1401 H
Street (7.6%) and 111 Eighth Avenue (4.9%), has declined
considerably since issuance.  NCF for the 1401 H Street loan
declined by 33% since issuance due to large tenant improvement
expenditures in 2005.  The servicer-reported YE 2005 DSCR (based
on NCF) was 0.94 times (x) compared to 1.40x at issuance.
Occupancy has declined to 90% as of May 2006 versus 95.9% at
issuance.  In addition, despite the NCF decline for 111 Eighth
Avenue, the property is now 100% occupied and the decline in NCF
was attributable to tenant improvement and leasing commissions in
connection with new leases.


MORTGAGE ASSET: Class B-4 Certificates Get Fitch's BB- Rating
-------------------------------------------------------------
Fitch Ratings has affirmed these Mortgage Asset Securitization
Transactions, Inc. - MASTR Alternative Loan Trust mortgage pass-
through certificates:

Series 2003-9

     -- Class A at 'AAA'.
     -- Class B-1 at 'AA-';
     -- Class B-2 at 'A-';
     -- Class B-3 at 'BBB'
     -- Class B-4 at 'BB-'.

The affirmations, affecting approximately $271 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  All of the affirmed classes
have experienced a 50% growth in credit enhancement.  In addition,
the transaction has suffered only $27,281 of cumulative loss
(0.01% of the original collateral balance) to date.

The collateral for the above transaction consists of conventional,
fully amortizing, 10-year to 30-year fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties.  The loans were acquired by UBS from various
originators and are master serviced by Wells Fargo Bank Minnesota,
N.A., which is rated 'RMS1' by Fitch.

As of the October 2006 distribution date, the pool factor (i.e.
current mortgage loans outstanding as a percentage of the initial
pool) is 58% and the transaction is seasoned 34 months.


MOSAIC COMPANY: Units Offer to Buy $1 Bil of Notes and Debentures
-----------------------------------------------------------------
The Mosaic Company reported the commencement of tender offers by
its subsidiary Mosaic Global Holdings Inc. to purchase for cash
any and all of its 6.875% Debentures due 2007, 10.875% Senior
Notes due 2008, 11.250% Senior Notes due 2011, and 10.875% Senior
Notes due 2013.  

Mosaic also disclosed the commencement of a tender offer by its
subsidiary Phosphate Acquisition Partners L.P. to purchase for
cash any and all of its 7% Senior Notes due 2008.  Concurrently,
solicitations of consents will be made for the purpose of removing
substantially all of the restrictive covenants from the indentures
pursuant to which the Senior Notes and Debentures were issued.

It is anticipated that the tender offers and consent solicitations
will be financed from the proceeds of a combination of new loans
under The Mosaic Company's amended and restated credit facilities
and the proceeds from offerings of new senior notes.  As part of
these financing transactions, The Mosaic Company will refinance
outstanding borrowings under its existing term loan B facility.

The "Total Consideration" for each $1,000 principal amount of the
Mosaic Global Holdings 2011 Notes validly tendered prior to
Nov. 14, 2006 is $1,058.75.

The "Total Consideration" for each $1,000 principal amount of the
Mosaic Global Holdings 2007 Debentures, 2008 Notes and 2013 Notes
and the Phosphate Acquisition Partners 7% Senior Notes validly
tendered prior to the Consent Date is based on the assumption that
the Mosaic Global Holdings 2013 Notes will be redeemed in full at
the redemption price applicable on the first date on which such
Notes may be redeemed by Mosaic Global Holdings (the "Earliest
Redemption Date"), and, for the Mosaic Global Holdings 2007
Debentures and the 2008 Notes (which are not redeemable) and the
Phosphate Acquisition Partners 7% Senior Notes (which are not
redeemable), such Notes will be repaid in full at par on the
maturity date of such Notes (the "Maturity Dates" and, together
with the Earliest Redemption Date, the "Reference Dates"), and is
equal to:

(i) the present value (determined in accordance with standard
     market practice) on November 30, 2006 (the "Payment Date",
     assuming the Tender Offers are not extended) of the price
     (the "Earliest Redemption Price" or the "Maturity Price," as
     applicable) set out below and all future interest payments
     payable up to the applicable Reference Date, determined on
     the basis of a yield (the "Tender Offer Yield") to the
     applicable Reference Date equal to the sum of (x) the yield
     on the applicable benchmark U.S. Treasury Note set out below
    (the "Reference Security"), as calculated by the Dealer
     Manager and Solicitation Agent in accordance with standard
     market practice, based on the bid-side price for such    
     Reference Security as of 2:00 p.m., New York City time, on
     the tenth business day immediately preceding the Expiration
     Date (the "Price Determination Date"), or any other
     recognized quotation source selected by the Dealer Manager
     and Solicitation Agent in its sole discretion if the
     Bloomberg Government Pricing Monitor is not available or
     manifestly erroneous, plus (y) the applicable Fixed Spread
    (such price being rounded to the nearest cent per $1,000
     principal amount of Notes), minus

(ii) accrued and unpaid interest to, but not including, the
     Payment Date.

For each series of securities the "Tender Offer Consideration" is
equal to the Total Consideration for such series minus the consent
payment of $30 for each $1,000 principal amount of the Mosaic
Global Holdings 6.875% Debentures due 2007, 10.875% Senior Notes
due 2008, and 10.875% Senior Notes due 2013 and the Phosphate
Acquisition Partners L.P. 7% Senior Notes due 2008 and $2.50 for
each $1,000 principal amount of the Mosaic Global Holdings 11.250%
Senior Notes due 2011.  Holders validly tendering after the
Consent Date but at or prior to the Expiration Date will be
eligible to receive only the Tender Offer Consideration, which
will be payable to such Holders on the Payment Date.

The offers will expire at midnight, New York City time, on
November 29, 2006, unless extended by Mosaic Global Holdings or
Phosphate Acquisition Partners, as applicable, in its sole
discretion.  Senior Notes and Debentures accepted for payment are
expected to be paid for on November 30, 2006, assuming the
Expiration Date is not extended.  The consummation of the tender
offers is subject to several conditions, including the receipt of
net proceeds from financings sufficient to pay for Senior Notes
and Debentures accepted in the tender offers.  Senior Notes and
Debentures tendered prior to the Consent Date may be withdrawn
prior to the Consent Date.  Thereafter, tenders of Senior Notes
and Debentures may not be validly withdrawn unless Mosaic Global
Holdings or Phosphate Acquisition Partners, as applicable, reduces
the amount of the Tender Offer Consideration, the Consent Payment
or the principal amount of Senior Notes or Debentures subject to
the Offers or is otherwise required by law to permit withdrawal.

The offers are made upon the terms and subject to the conditions
set forth in the Offers to Purchase and Consent Solicitation
Statements dated October 31, 2006 that are being distributed to
registered holders of the debt securities.  Copies of the Offers
to Purchase and Consent Solicitation Statements can be obtained
from:

            MacKenzie Partners, Inc.
            Information Agent/Depositary
            Attention: Jeanne Carr
                       Simon Coope

            Phone: (800) 322-2885,

Questions concerning the terms of the offers may be directed to:

             J.P. Morgan Securities Inc.
             Dealer Manager and Solicitation Agent
             Attention: Laura Yachimski
             Phone: (212) 270-3994 (call collect)

Questions concerning procedures regarding the offers may be
directed to MacKenzie Partners, Inc.

Additional Information concerning the Senior Notes and Debentures
and the Total Consideration being offered can be viewed at:

             http://researcharchives.com/t/s?1451

                   About The Mosaic Company

The Mosaic Company -- http://www.mosaicco.com/-- produces and  
markets concentrated phosphate and potash crop nutrients.  For the
global agriculture industry, Mosaic is a single source of
phosphates, potash, nitrogen fertilizers and feed ingredients.


MOSAIC COMPANY: Moody's Says Tender Offer Won't Change Ba3 Rating
-----------------------------------------------------------------
Moody's comments that the Mosaic Company's announcement that it
has commenced tender offers to purchase a material portion of the
senior notes issued by its subsidiaries is not expected to result
in a change in Mosaic's Ba3 corporate family rating.  

It is anticipated that the tender offers and consent solicitations
will be financed from the proceeds of a combination of new loans
under The Mosaic Company's amended and restated credit facilities
and the proceeds from offerings of new senior notes.

As part of these financing transactions, The Mosaic Company is
expected to refinance outstanding borrowings under its existing
term loan B facility.  The proposed refinancing is viewed as a
credit positive given a lowered interest burden and the extension
of debt maturities.

However, in the event that the combined refinancing includes a
substantial increase in the amount of secured debt relative to
Mosaic's current mix of secured and unsecured debt the current
ratings and LGD assessments of Mosaics secured debt and other debt
instruments may be negatively impacted by as much as a notch.  
Moody's will monitor the proposed refinancing effort and rate the
new securities as appropriate.


NCO GROUP: Special Shareholders' Meeting Set for November 9
-----------------------------------------------------------
NCO Group, Inc., has established a record date and special meeting
date for its shareholders to consider and vote on a proposal to
adopt the previously announced merger agreement providing for the
acquisition of NCO by an entity controlled by One Equity Partners
and its affiliates with participation by Michael J. Barrist,
Chairman, President and Chief Executive Officer of NCO and certain
other members of executive management who will be given an
opportunity to participate.

NCO shareholders of record at the close of business on Friday,
Oct. 13, 2006, will be entitled to notice of the special meeting
and to vote on the proposal.  The special meeting will be held on
Nov. 9, 2006 at 10:00 a.m., local time, at Philadelphia Marriott
West, 111 Crawford Avenue in West Conshohocken, Pennsylvania.

NCO Group, Inc. -- http://www.ncogroup.com/news/-- provides  
business process outsourcing services including accounts
receivable management, customer relationship management and other
services.  NCO provides services through 90 offices in the United
States, Canada, the United Kingdom, Australia, India, the
Philippines, the Caribbean and Panama.


NCO GROUP: Moody's Rates Proposed $200MM Sr. Notes at Caa1
----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to NCO Group,
Inc.'s proposed $165 million senior unsecured notes and a Caa1
rating to its proposed $200 million of senior subordinated notes,
which are intended to replace a proposed $365 million senior
subordinated notes offering that was cancelled.

Concurrently, Moody's withdrew the Caa1 rating assigned to the
discussed $365 million of senior subordinated notes.  Pro-forma
for the aforementioned capital mix changes, Moody's affirmed the
B2 corporate family rating and the Ba3 rating on the $565 million
senior secured credit facility.

The rating outlook is stable.

On July 21, 2006, NCO entered into a definitive agreement to be
acquired by an entity controlled by One Equity Partners, with
participation by certain members of senior management.  The
transaction is expected to close in the fourth quarter of 2006 and
is subject to customary closing conditions including the approval
of NCO's shareholders.  Upon closing of this transaction, NCO's
stock will no longer be publicly traded.

The transaction is expected to be funded with a $465 million term
loan, $200 million of senior subordinated notes, $165 million of
senior unsecured floating rate notes, $365 million of cash equity
contributed by OEP and $23 million of rollover equity.

The ratings benefit from solid pro forma credit metrics for the
rating category, high levels of EBIT, leading market positions in
receivables management and portfolio management business lines and
a good track record of profitability and cash flow generation.  
The ratings are constrained by the potential for profitability
erosion due to increasing competition in portfolio management
business, sensitivity of receivable collection trends to a
weakening economy and moderate revenue concentration.

The Ba3 rating on the senior secured credit facility reflects an
LGD 2 loss given default assessment as this facility is secured by
a pledge of the assets of the guarantor subsidiaries which
comprise about 60% of consolidated EBITDA for the June 30, 2006
LTM period and 65% of the stock of foreign subsidiaries.

The LGD 2 assessment benefits from a significant amount of junior
debt in the capital structure.  

The B3 rating on the senior unsecured notes reflects an LGD 4 loss
given default assessment given that it is effectively subordinated
to the secured credit facility but benefits from $200 million of
junior ranking subordinated notes.

The Caa1 rating on the senior subordinated notes reflects an LGD 6
loss given default assessment given that it is effectively
subordinated to the secured credit facility and the senior
unsecured notes.

The SGL-2 rating reflects a good liquidity position pro forma for
the recapitalization transaction.

Moody's took these rating actions:

   -- Assigned $165 million senior unsecured floating rate notes
      at B3 (LGD 4, 63%)

   -- Assigned $200 million senior subordinated notes at Caa1
      (LGD 6, 90%)

   -- Withdrew $365 million senior subordinated notes, rated Caa1
      (LGD 5, 82%)

   -- Affirmed $465 million 7 year senior secured term loan at
      Ba3 (to LGD 2, 29% from LGD 2, 26%)

   -- Affirmed $100 million 5 year senior secured revolver at Ba3
      (to LGD 2, 29% from LGD 2, 26%)

   -- Affirmed corporate family rating at B2

   -- Affirmed probability-of-default rating at B2

   -- Affirmed speculative grade liquidity rating at SGL-2

The stable outlook anticipates moderate revenue and EBIT growth
over the next 12-18 months.  Cash flow from operations is expected
to be used to fund capital expenditures of about
$30-$40 million per year, niche acquisitions which complement
existing business segments, and required term loan amortization.

The ratings could be upgraded if financial performance improves
such that EBIT coverage of interest and free cash flow to total
debt can be sustained at over 1.7x and 7%, respectively.

Given the company's solid position in the rating category, a
moderate increase in pricing trends in the portfolio management
segment or decline in accounts receivable collection rates will be
unlikely to pressure the ratings.  However, a sharp downturn in
the business which results in EBIT coverage of interest and free
cash flow to debt that are expected to sustained at under 1 time
and 0%, respectively, could lead to a downgrade.  

A significant debt financed acquisition that substantially weakens
credit metrics and liquidity could also pressure the rating.

Based in Horsham, Pennsylvania, NCO is a global provider of
business process outsourcing services, primarily focused on
accounts receivable management and customer relationship
management.  The company also purchases and manages past due
consumer accounts receivable (PM or portfolio management business)
from consumer creditors such as banks, finance companies, retail
merchants, utilities, healthcare companies, and other consumer-
oriented companies.  

The company reported revenues of about $1.1 billion for the twelve
month period ending June 30, 2006.


NEW WORLD: N.Y. Bankruptcy Court Recognizes Bermuda Proceedings
---------------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York has granted recognition to the
winding up proceeding of New World Network International Ltd.
pending before the Supreme Court of Bermuda.

The winding up proceeding is pursuant to the Companies Act 1981 of
Bermuda.

The order of Judge Gropper grants:

   (1) recognition of the foreign proceeding as a foreign main
       procee1ding, as defined in Section 1502(4) of the U.S.
       Bankruptcy Code; and

   (2) the relief requested by Mark W.R. Smith of Deloitte &
       Touche Bermuda, as provisional liquidator and the foreign
       representative , including injunctive relief enjoining and
       restraining all persons and entities from taking certain
       actions that are inconsistent with, or to the detriment of
       the foreign proceeding.

As reported in the Troubled Company Reporter on Feb. 23, 2006,
Mark W.R. Smith, the duly appointed provisional liquidator for New
World Network International, Ltd., asked the U.S. Bankruptcy Court
to recognize New World's pending case before the Bermuda Supreme
Court as a foreign main proceeding.

Headquartered in Hamilton, Bermuda, New World Network
International, Ltd., is a holding company for the New World Group
of companies, an independent, privately held telecommunications
group.  Through a number of its direct and indirect subsidiaries,
the New World Group owned and operated an optical fiber submarine
cable system called the Americas Region Cable Ring System or
ARCOS, as well as some other assets.  ARCOS is an 8,600km high
capacity undersea digital broadband fiber optic network that
connects the United States with Puerto Rico and other countries in
Central America, South America and the Caribbean.  

New World filed a chapter 15 petition on Jan. 26, 2006 (Bankr.
S.D.N.Y. Case No.: 06-10157).  Mark W.R. Smith serves as the
Foreign Debtor's provisional liquidator.  Ingrid Bagby, Esq., at
Cadwalader, Wickersham & Taft LLP, represents the Mr. Smith in the
United States.  Robin J. Mayor, Esq., at Conyers, Dill & Pearman
is Mr. Smith's Counsel in Bermuda.


NORTHWESTERN CORP: McGreevey Settlement Hearing Slated for Nov. 9
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a final hearing at 10:00 a.m., on Nov. 9, 2006, to
consider Northwestern Corp.'s settlement agreement with its wholly
owned subsidiary, Clark Fork and Blackfoot LLC, resolving claims
filed and asserted by the McGreevey claimants through a class
action against Northwestern.

The McGreevey Class Claimants are those holders of common stock in
the former Montana Power Company, from the period of Dec. 17,
1999, to and through Feb. 15, 2002.

The Settlement Agreement, which was preliminary approved by the
Court on Sept. 18, 2006, states that Northwestern will transfer
and assign without recourse to the McGreevey Class Claimants
Northwestern's respective rights, title and interests in certain
insurance policies, claims to the extent they exist against the
issuing insurance companies, and any claims Northwestern -- to the
extent Northwestern is deemed to be a successor to Montana Power
-- have against certain entities and individuals.

Copies of the documents can be obtained by:

   a) sending a written request and self-addressed stamped
      envelope to:

      Kurtzman Carson Consultants LLC
      Attn: Angela Lo
      Suite 1
      12910 Culver Boulevard
      Los Angeles, CA 90066
      
  b) calling call 1-866-381-9100 for electronic copies.

Final objections to the motion and the preliminary order must be
submitted at 4:00 p.m. today, Nov. 2, 2006, to:

   The United States Bankruptcy Court
   District of Delaware
   3rd Floor
   824 Market Street
   Wilmington, DE 19801

Copies of the objections must be served on or before the Objection
Deadline to these counsels:

   a) Reorganized Debtor
  
      Dennis A. Meloro, Esq.
      Greenberg Traurig LLP
      The Brandywine Building
      Suite 1540
      1000 West St.
      Wilmington, DE 19810

   b) McGreevey Class Claimants

      Jesse H. Austin III, Esq.
      Paul, Hastings, Janofsky & Walker LLP
      Suite 2400
      600 Peachtree St., NE
      Atlanta, GA 30308

      Allan M. McGarvey, Esq.
      McGarvey, Heberling, Sullivan & McGarvey P.C.
      745 South Main
      Kalispell, MT 59901

Headquartered in Sioux Falls, South Dakota, Northwestern Corp.
provides electricity and natural gas in the Upper Midwest and
Northwest.  The company and its debtor-affiliates filed for
chapter 11 protection on Sept. 14, 2003 (U.S. Bankr. Del. Case No.
03-12872).  The Court confirmed the Debtors' Reorganization Plan
on Oct. 8, 2004, which took effect in November 2004.


OAKLAND/FALLS OFFICE: Case Summary & Four Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Oakland/Falls Office Village, LLC
        2840 Plaza Place, Suite 104
        Raleigh, NC 27612

Bankruptcy Case No.: 06-01753

Chapter 11 Petition Date: October 31, 2006

Court: Eastern District of North Carolina (Raleigh)

Judge: A. Thomas Small

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

Total Assets: $1,430,503

Total Debts:  $1,894,008

Debtor's Four Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Wake County Revenue Department              $12,357
   Attn: Manager or Agent
   P.O. Box 96084
   Charlotte, NC 28296

   Triad Design Group                           $6,500
   Attn: Manager or Agent
   4807-C Koger Boulevard
   Greensboro, NC 27407

   NC Secretary of State                          $200
   Attn: Corporations Divison
   P.O. Box 29622
   Raleigh, NC 27626

   Fred E. Raber                               Unknown
   7505 Matherly Drive
   Wake Forest, NC 27587


OPBIZ LLC: Credit Pact Amendment Cues S&P to Hold Junk Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit and senior secured debt ratings on OpBiz LLC.

At the same time, the ratings were removed from CreditWatch with
negative implications where they were placed on Aug. 18, 2006.

The outlook is negative.

Total consolidated debt outstanding at June 30, 2006, was about
$615 million.  The affirmation and CreditWatch removal reflect
OpBiz's recent amendment to its senior secured credit facility,
under which lenders waived existing technical defaults relating to
the reporting deliveries and the company's failure to spend and
pay $72 million on renovation capital expenditures by
Aug. 31, 2006.

Still, S&P says:

   -- the company's operating performance continues to be much
      weaker than expected;

   -- the cost of the renovation is significantly higher, at
      $165 million; and,

   -- the delayed construction timetable further restricts near-
      term liquidity.


PACIFIC BAY: Moody's Eyes Upgrade of Ba3 Rated $17MM Pref. Shares
-----------------------------------------------------------------
Moody's Investors Service placed on watch for possible upgrade the
ratings on the notes issued in 2003 by Pacific Bay CDO, Ltd. a
structured finance collateralized debt obligation issuer:

   * The $36,000,000 Million Class B Third Priority Senior
     Secured Floating Rate Notes Due 2038

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

   * The $17,000,000 Million Class C Mezzanine Secured Floating
     Rate Notes Due 2038

     -- Prior Rating: Baa2
     -- Current Rating: Baa2, on watch for possible upgrade

   * 17,000 Preference Shares ($17,000,000 Million Aggregate
     Liquidation Preference)

     -- Prior Rating: Ba3
     -- Current Rating: Ba3, on watch for possible upgrade

The rating actions reflect the improvement in the credit quality
of the transaction's underlying collateral portfolio, consisting
primarily of structured finance securities as well as the ongoing
delevering of the transaction, according to Moody's.


PERFORMANCE TRANSPORTATION: Files Plan and Disclosure Statement
--------------------------------------------------------------
Performance Logistics Group, Inc., and its 13 debtor-affiliates
delivered their Joint Plan of Reorganization and accompanying
Disclosure Statement to the U.S. Bankruptcy Court for the Western
District of New York on Oct. 27, 2006.

Yucaipa American Alliance Fund I, LP, and Yucaipa American
Alliance (Parallel) Fund I, LP, holders of majority of the
Debtors' prepetition second lien secured debt, are co-proponents
of the Joint Plan.

The Plan contemplates the Debtors' emergence from bankruptcy on
Dec. 31, 2006.

The Debtors will continue to exist after the effective date as a
significantly de-leveraged company.  The Debtors expect their
emergence capital structure to consist of:

    * approximately $86,000,000 of term debt;

    * a $63,000,000 off balance sheet letter of credit facility;
      and

    * a $15,000,000 revolving line of credit.

All property of the Estates will vest in the Reorganized Debtors,
free and clear of all Claims, Liens, charges, other encumbrances
and Interests.  Reorganized PLG will become the ultimate corporate
parent of the other Reorganized Debtors.

In conjunction with formulating the Plan, the Debtors directed FTI
Consulting, Inc., their financial advisors, to determine the post-
confirmation going concern value for the Reorganized Debtors.

Based on information available to, and analyses undertaken by, FTI
as of October 5, 2006, FTI estimates the Reorganized Debtors'
Enterprise Value to be between approximately $100,000,000 to
$115,000,000, with a midpoint of $107,500,000.

The Debtors note that the Plan and the Disclosure Statement
reflect their extensive negotiations with Yucaipa and the Second
Lien Lenders.

                        Plan Implementation

The Plan provides for:

    (i) the payoff in Cash of Claims based on or arising out of
        Performance Transportation Services, Inc.'s First Lien
        Senior Secured Credit Agreement dated as of January 31,
        2005, with Credit Suisse, as agent, and a syndicate of
        lenders;

   (ii) the conversion into new common stock of Claims based on
        or arising out of PTS' Second Lien Senior Secured Credit
        Agreement dated as of January 31, 2005, with Credit
        Suisse, as collateral agent, and a consortium of lenders;

  (iii) the reinstatement or return of collateral to the holders
        of Other Secured Claims;

   (iv) the cancellation of old equity interests;

    (v) the assumption of certain contracts; and

   (vi) the Reorganized Debtors' entry into an exit financing
        facility.

All Cash necessary for the Reorganized Debtors to make payments
pursuant to the Plan will be obtained from funds received from
the Exit Financing, the Reorganized Debtors' Cash balances, the
operations of the Reorganized Debtors, or post-Effective Date
borrowings, as applicable.

                Classification & Treatment of Claims

The Plan does not provide for substantive consolidation of the
Debtors' estates.  Under the Plan, claims against and interests
in each Debtor is grouped into seven classes:

Class   Description        Status           Voting Rights
-----   -----------        ------           -------------
  N/A    Administrative     Unimpaired       Not entitled to vote
         Expense                             (Deemed to accept)
         Claims

         * Professional
           Fees

         * Ordinary Course
           Liabilities

         * Postpetition
           Tax Claims

         * Yucaipa
           Substantial
           Contribution
           Claim

  N/A    Priority Tax       Unimpaired       Not entitled to vote
         Claims                              (Deemed to accept)

  N/A    DIP Facility &     Unimpaired       Not entitled to vote
         Junior DIP                          (Deemed to accept)
         Facility Claims

   1     First Lien         Unimpaired       Not entitled to vote
         Claims                              (Deemed to accept)

   2     Second Lien        Impaired         Entitled to vote
         Claims

   3     Other Secured      Some claims      Unimpaired holders
   et    Claims             are Unimpaired   will not be entitled
   seq.                     while others     to vote; (Deemed to
                            are Impaired     accept) Impaired
                            (A list of all   holders will be
                            Class 3 Claims   entitled to vote
                            will be filed
                            prior to the
                            Disclosure
                            Statement
                            Hearing)

   4     Priority Claims    Unimpaired       Not entitled to vote
                                             (Deemed to accept)

   5     General            Impaired         Entitled to vote
         Unsecured Claims

   6     Subordinated       Impaired         Not entitled to vote
         Unsecured Claims                    (Deemed to reject)

   7     Old Common Stock   Impaired         Not entitled to vote
                                             (Deemed to reject)

Under the Plan, Administrative Expense Claims, Priority Tax
Claims, DIP Facility Claims, Junior DIP Facility Claims (at the
option of Yucaipa), First Lien Claims, certain Other Secured
Claims and Priority Claims will be paid in full in Cash.

The other Claims will be treated under the Plan in this manner:

    -- Priority Tax Claims, if allowed, will be paid in full in
       cash or paid in full in cash over time in equal cash
       installment payments on a semi-annual basis with 4%
       interest per annum during a period not to exceed five years
       after the Petition Date;

    -- Second Lien Claims, if allowed, will receive a Pro Rata
       Share of the New PLG Common Stock.  Yucaipa also retains
       the option to convert the Junior DIP Facility into New PLG
       Common Stock;

    -- Other Secured Claims, if allowed, that the Debtors and
       Yucaipa determine, in their discretion, not to (a) pay in
       full in cash or (b) reinstate the Claim, will receive any
       one or a combination of any of:

          (i) Cash in an amount equal to the Allowed Class 3
              Claim;

         (ii) deferred Cash payments totaling at least the Allowed
              amount of the Allowed Class 3 Claim, of a value, as
              of the Effective Date, of at least the value of the
              holder's interest in the Debtors' property securing
              the Allowed Class 3 Claim;

        (iii) the Debtors' property securing the holder's Allowed
              Class 3 Claim;

         (iv) payments or Liens amounting to the indubitable
              equivalent of the value of the holder's interest in
              the Debtors' property securing the Allowed Class 3
              Claim;

          (v) reinstatement of the Class 3 Claim; or

         (vi) other treatment as the Debtor and the holder will
              have agreed upon in writing;

    -- General Unsecured Claims, if allowed, will receive on a Pro
       Rata basis, 50% of all net proceeds arising from claims and
       causes of action under Sections 502(d), 544, 545, 548, 549
       and 550 of the Bankruptcy Code, or any other avoidance
       actions.  If a specific Debtor does not recover any
       avoidance action proceeds, Class 5 claimants against that
       particular Debtor will not receive any cash or property on
       account of their Claims; and

    -- Subordinated General Unsecured Claims and Old Common Stock
       will receive nothing, and the Old Common Stock will be
       cancelled.

As of October 16, 2006, BMC Group, Inc., the Debtors' claims
agent, had received approximately 2,000 Claims:

                           Total No. of
     Claim                 Claims Filed     Total Amount
     -----                 ------------     ------------
     Secured Claims             58          $122,773,119
     (including First and
     Second Lien Claims)

     Priority Claims           158           $84,227,575

     General Unsecured       1,909        $2,458,300,762
     Claims

The First Lien Claims total $78,300,000 -- plus an additional
$43,058,271 of outstanding letter of credit -- plus interest,
fees, costs and reasonable out-of-pocket expenses.  The Second
Lien Claims total $35,000,000 plus interest, fees, costs and
reasonable out-of-pocket expenses.

The Debtors believe that many of the filed proofs of claim are
invalid, untimely, duplicative or overstated.  The Debtors are in
the process of objecting to the Claims.

                   Post-Effective Date Management

The current members of the management of each of the Debtors may
continue to serve through the first meeting of the Initial Board
of the Reorganized Debtor after the Effective Date.  Yucaipa
currently expects that the Debtors' senior management will
continue to serve in their positions.

On the Effective Date, the Debtors' senior executives will
include:

    (a) Jeffrey Cornish, chief executive officer;
    (b) Jack Stalker, chief financial officer;
    (c) John Richter, chief operating officer;
    (d) Ron O'Reilly, vice president Logistics & Analysis;
    (e) Shirley Sanislow, vice president Safety & Human Resources;
    (f) Brian Hick, vice president Quality Assurances; and
    (g) Tom Ryan, vice president Industrial Relations.

                          Incentive Plans

Under the Plan, the Reorganized Debtors' board of directors is
permitted to adopt new compensation and bonus plans for senior
management after the Effective Date.

The Debtors also contemplate securing tail coverage under their
directors' and officers' insurance policy for the current
officers and directors in an amount to be determined, subject to
Yucaipa's reasonable consent.  The tail coverage provisions
remain subject to further discussions among the Plan Proponents.

In addition, the Debtors have developed an EBITDAR Realization
Bonus -- a pool of money generated for the benefit of eligible
management personnel of the Debtors -- in recognition of the
importance of the services provided by the Debtors' senior
management, vice presidents, directors and terminal managers.

The size of the Realization Bonus pool will depend on the
Debtors' ability to surpass their 2006 earnings before interest,
taxes, depreciation, amortization and restructuring costs target.
The terms of the Realization Bonus are currently being finalized
and will be filed as a Plan supplement prior to the hearing to
confirm the Plan.

              Yucaipa's $1,000,000 Contribution Claim

Pursuant to the Plan, Yucaipa will be allowed a claim for
substantial contribution under Section 503(b) of the Bankruptcy
Code for its fees and expenses incurred in connection with the
successful reorganization of the Debtors.  The Claim will not
exceed $1,000,000 and will be payable on the Effective Date.

The Debtors note Yucaipa enhanced recoveries to creditors by:

    * negotiating and drafting the terms of the Plan;

    * providing a $7,000,000 Junior DIP Financing facility;

    * carving out of its recovery as a holder of Second Lien
      Claims the incentive payments to members of the Debtors'
      senior management;

    * playing an instrumental role in ensuring full payment
      recoveries to holders of First Lien Claims and the holders
      of claims under the DIP Facility; and

    * playing a key role in obtaining Exit Financing.

                          Plan Is Feasible

As a condition to plan confirmation, the Bankruptcy Code
requires, among other things, the Bankruptcy Court to find that
confirmation is not likely to be followed by either a liquidation
or the need to further reorganize the debtor.

Management analyzed the Reorganized Debtors' ability to meet
their obligations under the Plan to maintain sufficient liquidity
and capital resources to conduct their businesses.  With FTI's
assistance, management developed a set of financial projections
to establish Plan feasibility.  The Projections indicate that the
Reorganized Debtors should have sufficient cash flow to pay and
service their debt obligations, and to fund their operations.

The Debtors will present their Projections at the Confirmation
Hearing.

                  Reorganization Beats Liquidation

Before the Plan may be confirmed, the Bankruptcy Court must find
that the Plan provides, with respect to each Class, that each
Holder of a Claim or Interest in the Class either (a) has
accepted the Plan, or (b) will receive or retain under the Plan
property of a value, as of the Effective Date, that is not less
than the amount that the Holder would receive or retain if
Debtors liquidated under Chapter 7 of the Bankruptcy Code.  This
is often called the "Best Interests of Creditors" test.

The Debtors believe that their Plan provides for a larger
distribution to holders of Allowed Claims than would otherwise
result from a Chapter 7 liquidation.  The Plan also provides for
a greater distribution to all holders of Claims junior to the
First Lien holders than would otherwise be available if the
Bankruptcy Code's "absolute priority" rule were strictly
enforced.

The Debtors' liquidation analysis indicates that in a
hypothetical Chapter 7 liquidation, the Debtors will have
$54,793,909 in proceeds available for distribution:

                                                       Estimated
                             Book Value    Estimated   Liquidation
    Liquidation of Assets    at 08/30/06   Recovery    Value
    ---------------------    -----------   ---------   -----------
    Cash & cash equivalents  $11,902,000      100.0%   $11,902,000
    Restricted cash            3,499,000        0.0%             -
    Accounts receivable       18,691,000       79.5%    14,859,345
    Inventory                  2,718,000        0.0%             -
    Prepaid & Other Current
       Assets                  5,804,000        0.0%             -
    Fixed Assets - Excluding
       Land                   48,863,000       60.7%    29,677,218
    Land                       2,990,000       52.3%     1,565,000
    Other Assets                 640,000        0.0%             -
                                                       -----------
       GROSS LIQUIDATION VALUE                         $58,003,563

    ESTIMATED LIQUIDATING EXPENSES
    Chapter 7 Trustee Fees                              $1,383,047
    Collection, selling & broker costs                   1,826,607
                                                       -----------
       Total                                            $3,209,654
                                                       -----------
    TOTAL PROCEEDS AVAILABLE
       FOR DISTRIBUTION                                $54,793,909
                                                       ===========

Based on the Debtors' Liquidation Analysis, only holders of DIP
Credit Facility Claims and Claims under the DIP Carve-Out will
receive distribution in a Chapter 7 liquidation.  No proceeds
will be available for First Lien Secured Claims, Second Lien
Secured Claims, Administrative Claims, and General Unsecured
Claims.

The DIP Credit Facility Claims are estimated to be approximately
$60,500,000 at August 30, 2006.  The Claims consist of
$32,260,000 in term loan obligations and $28,240,000 of letter of
credit facilities, which are off balance sheet obligations.
Holders of the DIP Credit Facility Claims will recover 87.7%.

Claims under the DIP Carve-Out are estimated to total $1,750,000.
Holders will recover 100% of their Claims.

A full-text copy of the Debtors' Chapter 11 Plan is available at
no charge at http://ResearchArchives.com/t/s?144c

A full-text copy of the Debtors' Disclosure Statement is available
at no charge at http://ResearchArchives.com/t/s?144d

A full-text copy of the Debtors' liquidation analysis is available
at no charge at http://researcharchives.com/t/s?144e

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest  
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


PERFORMANCE TRANSPORTATION: Sets Voting & Solicitation Procedures
-----------------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Western District
of New York to approve a set of uniform noticing, balloting,
voting, and tabulation procedures to be used in connection with
soliciting votes accepting or rejecting their Chapter 11 Plan of
Reorganization.

A hearing to consider the adequacy of the Debtors' Disclosure
Statement has been scheduled for Nov. 21, 2006.  Objections, if
any, to the Disclosure Statement are due Nov. 16, 2006.

The Debtors also ask Judge Michael J. Kaplan to:

    -- establish the date the Disclosure Statement is approved as
       the record date for determining the holders of stocks,
       bonds, debentures, notes and other securities entitled to
       receive ballots and materials necessary for voting on the
       Plan;

    -- set a deadline for creditors entitled to vote to submit
       their ballots;

    -- convene a hearing to consider confirmation of the Plan on
       or before December 22, 2006; and

    -- set a date for parties-in-interest to file and serve Plan
       confirmation objections.

The Debtors will direct BMC Group, Inc., their voting agent, to
distribute solicitation packages immediately after the Disclosure
Statement is approved.

The Debtors also seek the Court's permission to send customized
ballots for Classes 2, 3 and 5, the classes entitled to vote on
the Plan.  The customized ballots are based substantially on
Official Form No. 14, but have been modified to address
particular needs of the Debtors' cases.

For votes to be counted, all ballots must be properly executed,
completed and delivered by the Voting Deadline.  Any ballot that
is properly executed by a claimholder but (i) does not clearly
indicate an acceptance or rejection of the Plan or (ii) indicates
both an acceptance and a rejection of the Plan, will not be
counted.  Each claimholder may cast only one ballot for each
claim held.

By signing and returning a ballot, each holder of a claim in
Classes 2, 3 (certain claims) or 5 will certify to the Court and
the Debtors that no other ballots with respect to the claim have
been cast or, if any other ballots have been cast with respect to
the class of claims, the earlier ballots are superseded and
revoked.

The Debtors may extend the Voting Deadline, without further Court
order, to a date that is no later than two days before the
Confirmation Hearing, if necessary.

The Debtors propose two alternative Solicitation Packages:

    1) They will distribute to voting creditors (a) a copy of the
       Plan, Disclosure Statement, and Disclosure Statement Order;
       (b) a Confirmation Hearing Notice, which will contain,
       among other things, the Plan Objection Deadline, the Voting
       Deadline, and Confirmation Hearing Date; (c) ballots, the
       applicable voting instructions, and a return envelope; and
       (d) a letter from the Debtors, customized for each voting
       class, urging creditors to vote on the Plan; or

    2) They will transmit to voting creditors (a) the Confirmation
       Hearing Notice; (b) ballots, the applicable voting
       instructions, and a return envelope; (c) a letter from the
       Debtors, customized for each voting class, urging creditors
       to vote on the Plan; and (d) a notice of voting status,
       which will contain a brief summary of the Plan and will
       direct creditors how to obtain copies of the Plan and
       Disclosure Statement.

The Debtors prefer the second option.  The Debtors explain that
the potential recovery to holders of Allowed General Unsecured
Claims could be de minimis and exclusively derived from 50% of
the net proceeds of certain avoidance actions.  It is possible,
they note, that the cost of transmitting the Solicitation Package
could approach or even outweigh the size of the General Unsecured
Claim Distribution.  The second Solicitation Package will curb
distribution expenses.

The Debtors also note that the alternative Solicitation procedure
has been followed in In re Aloha Airgroup, Inc., Case No. 04-
03063 (RJF) (Bankr. D. Haw. September 27, 2005), and In re
THCR/LP Corporation, Case No. 04-46898 (JHW) (Bankr. D.N.J.
February 15, 2005).

The Debtors will publish the Confirmation Hearing Notice in the
Detroit News & Free Press, Automotive News, and Transport Topics
to provide notification to those persons who may not receive
notice by mail.

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest  
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


PERFORMANCE TRANSPORTATION: Seeks Amendments to DIP Financing Pact
------------------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates seek permission from the U.S. Bankruptcy Court for the
Western District of New York to enter into a third amendment to
their DIP credit agreement with Credit Suisse, Cayman Islands
Branch, as agent for the lenders, and each of the individual
lenders.

Garry M. Graber, Esq., at Hodgson Russ LLP in Buffalo, New York,
asserts that the Debtors must maintain appropriate insurance
coverage to be able to continue with their businesses.  Through
the Debtors' $7,000,000 loan with Yucaipa American Alliance Fund
I, LP, and Yucaipa American Alliance (Parallel) Fund I, LP, their
insurance coverage with National Union has been extended until
April 1, 2007.  He adds that the Debtors believe that the National
Union provides beneficial and cost-effective services to their
estates, and thus, the coverage must be renewed after April 2007.

Mr. Graber notes that without the insurance, the Debtors will be
unable to operate their vehicle-hauling business, which will
significantly impair their estates.

The Debtors seek to amend the DIP Credit Agreement to obtain an
increase in the maximum credit allowance for the insurance.  The
salient terms of the Third Amendment are:

    (a) the Revolving Credit Commitments are increased to
        $25,262,328;

    (b) the Revolving Letter of Credit Sublimit is increased in
        two increments to provide additional availability for
        letters of credit under the Revolving Credit Facility in
        an amount not to exceed $8,700,000 in the aggregate;

    (c) the Lenders consent to the incurrence of $7,000,000 of
        Junior DIP financing;

    (d) certain covenants and default provisions are added to the
        Facility as set forth in the Third Amendment; and

    (e) the Debtors will request the issuance of letters of credit
        for their own account up to the amount of the Revolving
        L/C Sublimit.

Mr. Graber says that the terms in the Third Amendment are
reasonable and the result of good faith negotiations with DIP
Lenders.  He adds that the amendment is the product of sound
business judgment and is for the best interests of the Debtors'
estates.

Pursuant to Sections 105, 363 and 364 of the Bankruptcy Code, the
Debtors also seek the Court's authority to pay an undisclosed
amount as work fee for Credit Suisse.

The fee amount, Mr. Graber explains, is not been disclosed due to
the confidentiality of that information in the context of the DIP
Lenders' business.  The Lenders, however, will provide that
information to the Court, counsel to the Official Committee of
Unsecured Creditors, counsel to Yucaipa, and the U.S. Trustee
upon request.

A full-text copy of Amendment No. 3 to the Debtors' DIP Credit
Agreement with Credit Suisse is available at no charge at:

            http://researcharchives.com/t/s?144f

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest  
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


PLEASANTVIEW SWIMMING: Case Summary & 20 Known Creditors
--------------------------------------------------------
Debtor: The Pleasantview Swimming Pool Association, Inc.
        3801 Wexford Drive
        Kensington, MD 20895-1606

Bankruptcy Case No.: 06-16871

Chapter 11 Petition Date: October 31, 2006

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Brett Weiss, Esq.
                  Brett Weiss P.C.
                  18200 Littlebrooke Drive
                  Olney, MD 20832
                  Tel: (301) 924-4400
                  Fax: (301) 570-3025

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's 20 Known Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Allied Waste Service                     Unknown
   8145 Reichs Ford Road
   Frederick, MD 21704-6647

   Allison Baskin                           Unknown
   4101 Saul Road
   Kensington, MD 20895-3726

   Barbetta J. Jones & Ann Baskin           Unknown
   T/A SOP Joint Venture
   12710 Littleton Street
   Silver Spring, MD 20906-4256

   Capital One                              Unknown
   Attn: Bankruptcy/Legal Department
   P.O. Box 85167
   Richmond, VA 23285-5167

   Chase Visa                               Unknown
   P.O. Box 15008
   Wilmington, DE 19850-5008

   Chesapeake Pool                          Unknown
   601 N Hammonds Ferry Road, Suite B
   Linthicum Heights, MD 21090-1321

   Christine Wood                           Unknown
   4209 Saul Road
   Kensington, MD 20895-3728

   Community Pool Service, Inc.             Unknown
   c/o Craig L. Sarner, Esquire
   1250 Eye Street NW
   Washington, DC 20005-3922

   Ellen Baskin                             Unknown
   4101 Saul Road
   Kensington, MD 20895-3726

   Erin Harper                              Unknown
   4302 Elizabeth Street
   Rockville, MD 20853-3363

   Henry Amaya                              Unknown
   1601 Cedar View Court
   Silver Spring, MD 20910-1560

   Henry C. Clarke, Jr., PA                 Unknown
   6 Montgomery Village Avenue, Suite 640
   Gaithersburg, MD 20879-3516

   Marco Cajas                              Unknown
   2008 Lansdowne Way
   Silver Spring, MD 20910-1335

   Montgomery County, Maryland              Unknown
   Division of Revenue
   51 Monroe Street, 4th Floor
   Rockville, MD 20850-2421

   PEPCO                                    Unknown
   P.O. Box 2812
   Washington, DC 20067-2812

   Phillip Jones                            Unknown
   2905 Newton Street
   Silver Spring, MD 20902-1233

   Shulman, Rogers, Gandal, Pordy & Ecker   Unknown
   11921 Rockville Pike, Suite 300
   Rockville, MD 20852-2737

   Steven Bueker                            Unknown
   7 Larkmeade Court
   Potomac, MD 20854-2779

   Wolfe & Reichelt Insurance Agency        Unknown
   4040 Blackburn Lane
   Burtonsville, MD 20866-6136

   WSSC                                     Unknown
   14501 Sweitzer Lane
   Laurel, MD 20707-5902


PORTRAIT CORP: Court Sets November 28 as Proofs of Claim Bar Date
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set 5:00 p.m., eastern time, on Nov. 28, 2006, as the last day for
persons owed money by Portrait Corp. of America Inc. and its
debtor-affiliates to file their proofs of claim against the
Debtors.

The Bar Date applies to claims that arose on or prior to
Aug. 31, 2006.

The Proofs Of Claim must be received on or before the Bar Date by:

   a) if by mail:

      The U.S. Bankruptcy Court
      Southern District of New York
      Attn: Portrait Corp. of America Claims Processing
      Bowling Green Station
      P.O. Box 5074
      New York, NY 10274-5074

   b) if by messenger or overnight courier:

      Office of the Clerk
      The U.S. Bankruptcy Court
      Southern District of New York
      Re: Portrait Corp. of America Claims Processing
      One Bowling Green, New York, NY 10274

                    About Portrait Corporation

Portrait Corporation of America, Inc. -- http://pcaintl.com/--   
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany and the United Kingdom.  The Company also operates
a modular traveling business providing portrait photography
services in additional retail locations and to church
congregations and other institutions.

Portrait Corporation and its debtor-affiliates filed for Chapter
11 protection on Aug. 31, 2006 (Bankr S.D. N.Y. Case No.
06-22541).  John H. Bae, Esq., at Cadwalader Wickersham & Taft
LLP, represents the Debtors in their restructuring efforts.
Berenson & Company LLC serves as the Debtors' Financial Advisor
and Investment Banker.  At June 30, 2006, the Debtor had total
assets of $153,205,000 and liabilities of $372,124,000.


RAM ENTERPRISES: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: RAM Enterprises Inc.
        aka Laucio, Inc.        
        2908 North 14th Street
        Ponca City, OK 74601
        
Bankruptcy Case No.: 06-12925

Chapter 11 Petition Date: November 1, 2006

Court: Western District of Oklahoma (Oklahoma City)

Judge: T.M. Weaver

Debtor's Counsel: Steven W. Bugg, Esq.
                  McAfee & Taft
                  10th Floor Two Leadership Square
                  211 North Robinson
                  Oklahoma City, OK 73102
                  Tel: (405) 235-9621

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Pioneer Bank and Trust                                 $906,021
P.O. Box 111
Ponca City, OK 74602

Burger King Corporation                                 $78,000
5505 Blue Lagoon Drive
Miami, FL 33126

MBM Customized Foodservice                              $12,591
P.O. Box 841170
Dallas, TX 75284

Ponca City Utility Authority     Utility Bills           $3,745

Sullivan & Associates Inc.                               $2,939

Savage O'Donnell McNulty                                 $2,450

Flowers Baking Co. of Denton                             $1,581

Prince Castle Inc.                                       $1,233

Oklahoma Natural Gas Company     Utility Bills             $900

First Insurance Funding          Umbrella Policy           $780

Frontline Systems                                          $571

Textron Financial                                          $518

CM Financial                                               $243

Southwestern Bell                Utility Bills             $140

Daneey Publishing Company                                  $125

Curtis Restaurant Supply Co.                               $125

NuCO2                                                      $100

Quality Water                                               $90

Liftpak LC                                                  $78


RENAISSANCE PARK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Renaissance Park Hotel, LLC
        c/o Cleveland White Realtors
        187 North Church Street, Suite 201
        Spartanburg, SC 29306

Bankruptcy Case No.: 06-04893

Type of Business: The Debtor operates a Marriott Hotel.

Chapter 11 Petition Date: October 31, 2006

Court: District of South Carolina (Spartanburg)

Judge: John E. Waites

Debtor's Counsel: G. William McCarthy, Jr., Esq.
                  Nancy E. Johnson, Esq.
                  Robinson, Barton, McCarthy & Calloway
                  1715 Pickens Street
                  P.O. Box 12287
                  Columbia, SC 29211-2287
                  Tel: (803) 256-6400

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Marriott International Inc.              $4,000,000
   c/o Global Asset Management
   Marriott Drive
   Department 51.911.95
   Washington, DC 20058

   Ken Anthony                                $250,000
   P.O. Box 3565
   Spartanburg, SC 29304

   Video Systems                              $208,903
   5100 Old Pineville Road
   Charlotte, NC 28217

   Getz                                       $189,954
   1000 West Morehead Street, Suite M100
   Charlotte, NC 28208

   Greg Shurburtt                             $164,605
   P.O. Box 5121
   Spartanburg, SC 29304

   Gramling                                   $110,880
   14960 Asheville Highway
   Gramling, SC 29348

   Stravolo and Company                        $55,500
   220 Westgate Mall Drive, Suite 5 A
   Spartanburg, SC 29301

   Brian Czechowski                            $50,000
   301 Matchlock Commons
   Spartanburg, SC 29302

   Self and Associates                         $42,500
   1155 Woodburn Road
   Spartanburg, SC 29302

   Intertech Security                          $38,556
   519 East Main Street
   Carnegie, PA 15106

   Nexsen Pruet Adams Kleemeier LLC            $23,162
   P.O. Box 2426
   Columbia, SC 29202

   CGLS                                        $20,672
   6520 Powers Ferry Road, Suite 150
   Atlanta, GA 30339

   On Command                                  $19,617
   4610 South Ulster Street, 6th Floor
   Denver, CO 80237

   Sinclair and Associates                     $14,750
   P.O. Box 1344
   Duncan, SC 29334

   Hearth and Patio                            $13,995
   4332 Monroe Road
   Charlotte, NC 28205

   Living Works Studio                         $13,333
   24 North Lexington Avenue
   Asheville, NC 28801

   Byington Landscape Architects               $10,000
   188 Dug Hill Trail
   Tryon, NC 28782

   Event Rentals                                $7,374
   225 West Main Street
   Spartanburg, SC 29306

   Prestige Marble                              $6,000
   P.O. Box 3727
   Greenville, SC 29608

   Impact Enterprises                           $3,828
   11 Horse Hill Lane
   Warwick, NY 10990


SEMCO ENERGY: S&P Holds BB- Ratings with Positive Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'BB-' ratings on
gas distribution company Semco Energy Inc. and revised the outlook
on the company to positive from stable.  

The positive outlook reflects the potential for a higher rating
based on SEMCO's ability to reduce debt and increase free cash
flow, continue to work successfully with its bank group and
regulators, and continue to focus on core regulated operations.

"The ratings on SEMCO reflect its highly leveraged financial risk
profile, offset somewhat by its strong business risk profile,"
said Standard &Poor's credit analyst Ralph A. DeCesare.

An upgrade depends on success in improving rate designs, further
decreases in debt leverage, and the ability to maintain
unencumbered access to sufficient liquidity.  Conversely, adverse
regulatory reviews, erosion of the company's liquidity, or failure
to maintain compliance with its bank line covenants would likely
trigger an outlook revision to stable.


SEQUIAM CORP: Posts $2,645,941 Net Loss in 2006 Second Quarter
--------------------------------------------------------------
Sequiam Corp. reported a $2,645,941 net loss on $120,966 of
revenues for the second quarter ended June 30, 2006, compared with
a $1,471,020 net loss on $69,522 of revenues for the same period
in 2005.  

The increase in net loss for the second quarter was due to a
$434,174 increase in selling, general, and administrative
expenses, the $200,000 loss on settlement of lawsuit recognized in
2006, and a $639,315 increase in interest expense.

At June 30, 2006, the company's balance sheet showed $4,335,107 in
total assets and $7,204,472 in total liabilities, resulting in a
$2,869,365 stockholders' deficit.

The company's balance sheet at June 30, 2006, also showed strained
liquidity with $2,081,920 in total current assets available to pay
$5,702,028 in total current liabilities.

Full-text copies of the company's financial statements for the
second quarter ended June 30, 2006 are available for free at
http://researcharchives.com/t/s?1442  

                        Going Concern Doubt

Tedder, James, Worden & Associates, P.A., expressed substantial
doubt about Sequiam Corp.'s ability to continue as a going concern
after it audited the company's financial statements for the years
ended Dec. 31, 2005 and 2004.  The auditing firm pointed to the
company's recurring losses from operations, its working capital
deficit and its shareholders' deficiency.  

                           About Sequiam

Headquartered in Orlando, Florida, Sequiam Corporation, through
its wholly owned subsidiaries, primarily develops, markets, and
supports a portfolio of biometric fingerprint unlocking devices
that enable users to gain access using their personal identity.
The company also develops, markets and supports Internet and print
enterprise-wide software products that enable users to acquire,
manage, personalize, and present information.  In addition, the
company provides application service provider hosting of internet-
enabled solutions, internet service provider services including
internet access and hosting, consulting, application integration,
custom web development and software development services.


SHAW COMMS: Board Declares Dividend on Class A and Class B Shares
-----------------------------------------------------------------
Shaw Communications Inc.'s Board of Directors has increased the
equivalent annual dividend rate on its Class A Participating
Shares and Class B Non-Voting Participating Shares by $0.40 per
share.

The equivalent annual dividend rate will be $0.995 per Class A
Participating Share and $1 per Class B Non-Voting Participating
Share, payable in monthly installments commencing Dec. 29, 2006.
Based upon the increase in the dividend rates, the Company's board
of directors declared monthly dividends of $0.0829166667 per Class
A Participating Share and $0.0833333333 per Class B Non-Voting
Participating Share, payable on Dec. 29, 2006, Jan. 31, 2007 and
Feb. 28, 2007 to all holders of record at the close of business of
Dec. 15, 2006, Jan. 15, 2007 and Feb. 15, 2007, respectively.

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 million customers.  Shaw is a member of the S&P/TSX 60 index.

                           *     *     *

Moody's Investors Service rates Shaw Communications Inc.'s CDN$300
million senior unsecured debenture at Ba2.  The outlook is stable.

The CDN$300 million senior unsecured notes due 2016 also carry
Standard & Poor's Ratings Services BB+ rating.  S&P has also
affirmed the Company's 'BB+' long-term corporate credit rating.  
The outlook is stable.


SOPHIA MEIMAROGLOU: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Sophia Meimaroglou
             1454 West Fargo
             Chicago, IL 60625
             
Bankruptcy Case No.: 06-14092

Chapter 11 Petition Date: October 31, 2006

Court: Northern District of Illinois

Judge: A. Benjamin Goldgar

Debtor's Counsel: Philip A. Igoe
                  Phillip A Igoe Law Offices
                  221 North LaSalle Street
                  Chicago, IL 60601
                  Tel: (312) 372-4298
                  Fax: (312) 372-5147

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
   Broadway Bank                 Unsecured Claims    $3,000,000
   900 West Van Buren St.
   Chicago, IL 60607

   RA Shavitz                    Unsecured Claims      $100,000
   Thaddeus S. Gauza
   388 Bellaire
   Des Plaines, IL 60016

   Peoples Engy                  Unsecured Claims        $5,656
   130 E. Randolph
   Chicago, IL 60601

   Peoples Engy                  Unsecured Claims        $3,354
   130 E. Randolph
   Chicago, IL 60601

   Abt Tv/gemb                   Unsecured Claims        $1,628
   PO Box 981439
   El Paso, TX 79998

   Peoples Engy                  Unsecured Claims          $135
   130 E. Randolph
   Chicago, IL 60601

   Chase                         Unsecured Claims           $10
   800 Brooksedge
   Westerville, OH 43081

   Amex                          Unsecured Claims            $0
   PO Box 297871
   Fort Lauderdal, FL 33329

   Bk of Amer                    Unsecured Claim             $0
   PO Box 1598
   Norfolk, VA 23501

   Broadway BK                   Unsecured Claims            $0
   5960 Broadway
   Chicago, IL 60660

   Citi                          Unsecured Claims            $0
   PO Box 6241
   Sioux Falls, SD 57117

   Fleet Cc                      Unsecured Claims            $0
   300 Wakefield Dr.
   Newark, DE 19702

   HSBC Nv                       Unsecured Claims            $0
   PO Box 19360
   Portland, OR 97280


STRUCTURED ADJUSTABLE: Fitch Rates $485.7MM Mortgage Certificates
-----------------------------------------------------------------
Fitch rates Structured Adjustable Rate Mortgage Loan Trust's
$487.2 million mortgage pass-through certificates, series 2006-10,
which closed today, Oct. 31, 2006:

     -- $463 million classes 1-A1, 1-A2, 1-AX, 2-A1, 2-A2, 3-A1
        through 3-A4, 3-AF, 3-AF1, 3-AX and R 'AAA';

     -- $10.8 million classes B1-I and B1-II, 'AA';

     -- $4.5 million classes B2-I and B2-II 'A';

     -- $3.4 million classes B3-I and B3-II, 'BBB';

     -- $2.2 million classes B4-I and B4-II 'BB';

     -- $1.8 million classes B5-I and B5-II 'B'.

The Group 1 'AAA' rating on the senior certificates reflects the
4.75% total credit enhancement provided by the 2.20% class B1-I,
the 0.85% class B2-I, the 0.65% class B3-I, the 0.40% class B4-
Iand the 0.35% class B5-I, as well as the non-rated 0.30% class
B6-I.

The Group 2 'AAA' rating on the senior certificates reflects the
5.25% total CE provided by the 2.25% class B1-II, the 1.00% class
B2-II, the 0.75% class B3-II, the 0.50% class B4-II, and the 0.40%
class B5-II, as well as the non-rated 0.35% class B6-II.

Fitch believes that the amount of CE 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, Inc.  (rated 'RMS1-' by Fitch) and the primary servicing
capabilities of Countrywide Home Loan Servicing LP, Aurora Loan
Services LLC and PHH Mortgage Corporation.

Group 1 consists of 460 adjustable-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 $268,986,472.  The Group 1 mortgage pool
has a weighted average original loan-to-value ratio of 74.95%, a
weighted average coupon of 6.533%, and a weighted average
remaining term of 359.

Group 2 consists of 357 adjustable-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 $218,266,923.  The Group 2 mortgage pool
has a weighted average original loan-to-value ratio of 71.84%, a
weighted average coupon of 6.798%, and a weighted average
remaining term of 359.

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) are Countrywide Home
Loans Servicing LP (76.96%) and Lehman Brothers Bank, FSB
(22.14%).

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.

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


TIMBERSTAR TRUST: Moody's Rates $130MM Class F Certificates at Ba2
------------------------------------------------------------------
Moody's Investors Service assigned ratings to certificates issued
by TimberStar Trust I, a securitization sponsored by TimberStar
Operating Partnership, L.P., a subsidiary of iStar Financial Inc.

Securitization proceeds, along with an equity contribution, were
used to acquire approximately 900,000 acres of timberlands located
in Texas, Louisiana, and Arkansas from International Paper
Company.  Cash flow to certificate holders will be generated from
the harvest and sale of timber from these timberlands.

The rating actions are:

   * Issuer: TimberStar Trust I

   * Commercial Mortgage Pass-Through Certificates, Series 2006-1

     -- $400,000,000 Class A Certificates, rated Aaa
     -- $80,000,000 Class B Certificates,  rated Aa2
     -- $80,000,000 Class C Certificates,  rated A2
     -- $80,000,000 Class D Certificates,  rated Baa2
     -- $30,000,000 Class E Certificates,  rated Baa3
     -- $130,000,000 Class F Certificates, rated Ba2

The ratings are based on:

   (1) advance rates for the various classes of certificates.
       
       -- Class A certificates have an initial balance of $400
          million, which is 36% of the appraised value of the
          timberlands;  

       -- Class B certificates have a loan-to-value
          ratio of 43%;

       -- Class C at 51%;

       -- Class D at 58%;

       -- Class E at 61%; and,

       -- Class F at 72%.

   (2) The quality of the timber portfolio, which consists of a
       high percentage of southern pine.  The topography allows
       for year round harvesting and substantially all of the  
       timberlands are located within trucking distance of 80
       sawtimber, pulp and other mills operated by IP and other
       forest products companies;

   (3) the quality of the manager, TimberStar Southwest Manager
       LLC, who will hire most of the IP employees currently
       engaged in managing the day-to-day activities of the
       timberlands;

   (4) supply agreements with IP, which provide a steady source
       of revenue for the borrowers; and,

   (5) a liquidity facility equal to six months of interest
       payments on the certificates.

No principal payments are scheduled to be paid on the certificates
for 10 years after closing.  

The certificates are scheduled to be refinanced in October 2016,
and, if investors are not paid in full on that date, all cash flow
from the timberlands will be used to pay down the certificates
sequentially, starting with the Class A certificates.

iStar Financial is a commercial real estate finance and corporate
tenant lease property company organized as a REIT.  iStar provides
structured custom tailored financing to high-end private and
corporate owners of real estate.

International Paper Company, headquartered in Memphis, Tennessee,
is a global forest products, paper, and packaging company.

The notes were sold in privately negotiated transactions without
registration under the Securities Act of 1933.  The issuance has
been designed to permit resale under Rule 144A.


TIMBERSTAR TRUST: Fitch Rates $130 Mil Class F Certificates at BB
-----------------------------------------------------------------
TimberStar Trust I, series 2006-1, commercial mortgage pass-
through certificates, which closed Oct. 30, 2006, are rated by
Fitch Ratings:

     -- $400,000,000 class A 'AAA';
     -- $80,000,000 class B 'AA';
     -- $80,000,000 class C 'A';
     -- $80,000,000 class D 'BBB';
     -- $30,000,000 class E 'BBB-';
     -- $130,000,000 class F 'BB'.

All classes are privately placed pursuant to Rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, the asset of which is a fixed-
rate mortgage loan having an aggregate principal balance of
approximately $800,000,000, as of the cutoff date.


TITANIUM METALS: Board Declares Dividend on 6.75% Preferred Stock
-----------------------------------------------------------------
Titanium Metals Corporation's board of directors has declared a
quarterly dividend of $0.84375 per share on its 6-3/4% Series A
Preferred Stock, payable on Dec. 15, 2006, to stockholders of
record as of the close of business on Dec. 1, 2006.

Headquartered in Denver, Colorado, Titanium Metals Corporation
(NYSE: TIE) -- http://www.timet.com/-- is a worldwide producer of  
titanium metal products.

                           *     *     *

Moody's Investors Services placed a Caa1 issuer rating and B3 LT
Corp Family Rating on Titanium Metals.


TOOLS 4: Voluntary Chapter 11 Case Summary
------------------------------------------
Lead Debtor: Tools 4 Hire
             dba Tools 4 Hire Inc.
             2 H Street
             Boston, MA 02127-1426

Bankruptcy Case No.: 06-14004

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Fuel 4 Sale, Inc.                          06-14005
      Shawmut Crane & Rigging, Inc.              06-14006

Type of Business: The Debtor.

Chapter 11 Petition Date: November 1, 2006

Court: District of Massachusetts (Boston)

Debtors' Counsel: Charles R. Bennett, Jr., Esq.
                  Hanify & King, P.C.
                  One Beacon Street
                  Boston, MA 02108
                  Tel: (617) 423-0400
                  Fax: (617) 556-8985

                         Estimated Assets   Estimated Debts
                         ----------------   ---------------
Tools 4 Hire             $1 Million to      $1 Million to
                         $100 Million       $100 Million

Fuel 4 Sale, Inc.        $10,000 to         $10,000 to
                         $100,000           $100,000

Shawmut Crane &          $100,000 to        $100,000 to
Rigging, Inc.            $1 Million         $1 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


TRUSTREET PROPERTIES: Moody's Eyes Upgrade for B1 Rated Sr. Debt
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Trustreet
Properties, Inc. under review for upgrade.  This rating action
follows the announcement of Trustreet's plans to be acquired by GE
Capital Solutions, Franchise Finance, a unit of GE Commercial
Finance.

During its review, Moody's will focus on the REIT's prospective
capital structure, and GE Capital's plans for Trustreet's rated
securities.  Should a unit of GE provide an explicit guarantee or
other form of substantial support, Trustreet's securities would be
upgraded, perhaps by several notches, the degree of upgrade being
a function of the character of the support.

These ratings were placed under review for upgrade:

   * Trustreet Properties, Inc.

     -- Ba3 guaranteed senior unsecured debt;
     -- B1 senior unsecured debt; and,
     -- B3 Series A cumulative preferred stock.

In the most recent action with respect to Trustreet, Moody's
lowered the REIT's preferred rating to B3 in March 2005.

Trustreet Properties, Inc. is headquartered in Orlando, Florida,
USA, and is a leading provider of triple-net lease financing to
operators of national and regional restaurant chains, and is the
largest publicly traded self-advised restaurant REIT in the USA.
The REIT's core net-lease portfolio has more than 2,000 properties
including full service, family and quick service restaurants
diversified among more than 175 concepts and operated by more than
500 tenants in 49 states.

GE Capital Solutions, Franchise Finance is a leading lender for
the franchise finance market via direct sales and portfolio
acquisition in the USA.  

With more than $11 billion in served assets, GE Capital Solutions
Franchise Finance serves more than 6,000 customers and more than
20,000 property locations, primarily in the restaurant,
hospitality, branded beverage, storage and automotive industries.


TRUSTREET PROPERTIES: S&P Puts Ratings on Positive CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Trustreet
Properties Inc. on CreditWatch with positive implications.  The
rating actions affect $300 million of senior notes, a $450 million
secured credit facility, and $375.95 million of preferred stock.

The CreditWatch placements follow the recent announcement that
Trustreet has agreed to be acquired by GE Capital Solutions
Franchise Finance, a unit of GE Commercial Finance.  GECS has
agreed to pay $17.05 in cash per outstanding share of Trustreet's
common stock, a 36% premium over the Oct. 27, 2006 closing price.

The total consideration for the transaction is approximately
$3 billion, which includes the assumption and refinancing of
roughly $1.5 billion of outstanding debt and $377 million of
preferred stock.  GECS intends to liquidate the surviving
corporation into a subsidiary of GECS.

In connection with the merger and liquidation, GECS will redeem
the outstanding preferred stock for $25 per share in cash, plus
any accrued but unpaid dividends.  The secured credit facility is
likely to be repaid and retired.

While General Electric, GE Commercial Finance's parent, is rated
'AAA', its many separate and independent business units generally
have lower ratings.  There is uncertainty surrounding the ultimate
treatment of the rated Trustreet bonds-whether they will be
refinanced or remain outstanding.  

S&P will likely raise the corporate credit rating on Trustreet,
but the ultimate level hinges on whether or not a guarantee or
other form of formal support will ultimately be provided.  S&P
will monitor the progress of the merger transaction, including the
status of the rated bonds.

Orlando, Fla.-based Trustreet is the largest public REIT owner and
investor in triple-net-lease restaurant properties in the U.S.  
The company's portfolio includes more than 2,000 properties,
including full-service, family, and quick-service restaurants.

GECS is a leading lender for the franchise market via direct sales
and portfolio acquisition in the U.S. and Canada.  With more than
$11 billion in served assets, GECS serves more than 6,000
customers and more than 20,000 property locations, primarily in
the restaurant, hospitality, branded beverage, storage, and
automotive industries.

The transaction, which is expected to close in the first quarter
of 2007, is subject to approval by Trustreet's shareholders and     
other customary closing conditions.
    
                Ratings Placed On Creditwatch Positive                  
                     Trustreet Properties Inc.
                              Rating

                        To                       From
                        --                       ----
      
Corporate credit   BB/Watch Pos/--                BB/Stable/
Secured bank debt  BB/Watch Pos (Recovery rtg: 1) BB
Senior notes       B+/Watch Pos/--                B+
Preferred stock    B/Watch Pos                    B


VALASSIS COMM: Earns $6.6 Million in Quarter Ended September 30
---------------------------------------------------------------
Valassis Communications Inc. disclosed its financial results for
the third quarter ended Sept. 30, 2006.  The company reported
quarterly revenues of $248.9 million, down 6.5% from the third
quarter of 2005.  Third-quarter net earnings were $6.6 million.  
Earnings prior to $10.1 million (net of tax) in charges related to
the proposed acquisition of ADVO and the subsequent lawsuit to
rescind the agreement and $2.3 million of non-recurring charges
taken in the third quarter were $19.0 million.

"While we have made important progress in some areas of our
business, year-to-date, our 2006 performance has fallen short of
expectations," said Alan F. Schultz, Valassis Chairman, President
and CEO.  "Clearly, the free- standing insert industry continues
to be very price competitive, and in fact, the revenue and profit
decline in this segment of our business in Q3 is entirely
attributable to pricing.  This competitive pricing environment
will also negatively impact 2007 FSI revenue and profitability.

"Accordingly, we have refocused our efforts on our Strategic
Growth Initiative, which has been geared toward attaining
sustainable growth and the enhancement of shareholder value.  We
are confident in and committed to this plan for growth, which
addresses four key strategies designed to: grow and diversify our
revenue base; restore and enhance profit margins across all
business units; leverage data, technology and analytics to enhance
our competitive advantage; and enrich and evolve our strong
traditions and culture," Mr. Schultz added.

SG&A expense for the third quarter of 2006 includes $6.4 million
in costs related to the close-down of both the French agency
business and the eSettlement business unit of NCH and expenses
related to the proposed ADVO acquisition and subsequent efforts to
rescind the merger agreement.  Without these charges, SG&A expense
was down 3.9% to $32.2 million compared to the third quarter of
2005 due to reductions in headcount and incentive compensation
expenses, partially offset by the inclusion of $1.4 million in
stock option expense in accordance with FAS123R.

The Company had Cash and auction-rate securities of $167.5 million
at the end of the quarter.

The company's debt position, net of cash and auction-rate
securities, was $92.4 million at quarter-end.

On Oct. 2, 2006, Valassis paid a cash settlement in the amount of
$11.3 million in connection with the termination of a $400 million
interest-rate swap contract.  In addition, the Company did not
exercise its $400 million interest-rate swaption contract which
expired Sept. 28, 2006, for which it paid a premium of
approximately $1.0 million.  Both of these contracts were entered
into as a bridge hedge for a portion of the acquisition financing
related to the proposed ADVO transaction pursuant to a merger
agreement, which Valassis is now seeking to rescind.  These
charges have been included in interest expense during the quarter
ended Sept. 30, 2006.  In addition, on Sept. 28, 2006, the company
replaced its bridge hedge by entering into a new $400 million
swaption contract.  The premium paid for the new swaption was
approximately $2.1 million, representing the maximum cost to be
recognized as interest expense as the swaption is marked to market
over the reporting period through Feb. 28, 2007.

Capital expenditures through the first nine months of 2006 were
$8.4 million in comparison to $22.0 million for the first nine
months of 2005.  The company expects capital expenditures to be
substantially less than the $20 million level originally
forecasted for 2006.

Business Segment Discussion

   -- Market Delivered Free-standing Insert: Co-op FSI revenues
      for the third quarter were $105.9 million, down 7.1% from
      the third quarter of 2005.  This decrease was due to a
      reduction in FSI pricing compared to the third quarter of
      2005.  As expected, Valassis' FSI market share during the
      third quarter of 2006 was up modestly versus the first half
      of 2006.  Management noted that FSI cost of goods sold was
      down by approximately 3% for the quarter on a cost per
      thousand  basis due to reductions in media insertion rates
      and the cost of paper.

   -- Market Delivered Run of Press: ROP revenues, generated from
      the brokering of advertising space on behalf of newspapers,
      were down 17.4% in the third quarter to $24.6 million due to
      a change in mix to more fee-based business versus margin-
      based business.  While ROP revenues were down, the company
      earned $4.4 million in profit for ROP for the quarter, an
      increase of 104.4% over the third quarter of 2005.

   -- Neighborhood Targeted Products: Neighborhood Targeted
      product revenues decreased 10.0% for the quarter to $79.0
      million.  This segment continued to be impacted by a
      pullback in spending due to industry consolidations in the
      telecommunications and appliance manufacturing industries,
      and the reduction in spending of a specialty retail
      customer.  As expected, the company had a strong quarter in
      the sampling business.

   -- Household Targeted Products: Household Targeted product
      revenues were flat for the third quarter at $12.6 million,
      as a result of securing new business to offset the loss of
      revenue associated with the discontinuance of PreVision's
      agency business.  The Household Targeted product segment
      continued to be profitable.

   -- International & Services: International & Services revenues
      are comprised of NCH Marketing Services, Valassis Canada and
      Promotion Watch.  International & Services reported revenues
      of $26.8 million for the third quarter, up 22.4%, driven by
      increased revenue from the French media business and
      Valassis Canada.  During the quarter, the company recognized
      a $1.7 million non-recurring charge, net of tax, related to
      the close-down of the French agency business as it continues
      to transition to a media-based business model.  The company
      also closed down the eSettlement unit of NCH with an
      associated $600,000 non-recurring charge, net of tax.

                              Outlook

"Regarding our current 2006 EPS guidance range of $1.60 to $1.80
per share, we still have some selling time left in the year and
some hard work to do to get to the low end of this range,
excluding transaction costs and other, one-time charges," said
Mr. Schultz.

"Additionally, several factors, including the pending outcome of
the ADVO litigation and continuing negotiations of the remaining
FSI business to be contracted for 2007, suggest that now is not
the best time to provide 2007 EPS guidance.  At the same time, we
believe existing contracts and those currently in negotiation are
expected to lead to a pricing decline next year, similar to the
one experienced in 2006, which is approximately 10 percent,"
Mr. Schultz concluded.

                           About Valassis

Headquartered in Livonia, Michigan, Valassis Communications Inc.
(NYSE: VCI) -- http://www.valassis.com/-- provides marketing  
services to consumer-packaged goods manufacturers, retailers,
technology companies and other customers with operations in the
United States, Europe, Mexico and Canada.  Valassis' products and
services portfolio includes: newspaper-delivered promotions and
advertisements such as inserts, sampling, polybags and on-page
advertisements; direct-to-door advertising and sampling; direct
mail; Internet-delivered marketing; loyalty marketing software;
coupon and promotion clearing; and promotion planning and analytic
services.  Valassis has been listed as one of FORTUNE magazine's
"Best Companies to Work For" for nine consecutive years.  Valassis
subsidiaries include Valassis Canada, Promotion Watch, Valassis
Relationship Marketing Systems, LLC and NCH Marketing Services,
Inc.

                            *    *    *

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.


VARIG S.A.: Hires Air Canada to Look for Equity Investors
---------------------------------------------------------
VARIG, S.A., hired ACE Aviation Holdings Inc.'s airline unit, Air
Canada, to help complete the sale of equity interests in the
Brazilian carrier and raise capital needed to revive the Company,
Bloomberg News reports citing the Agencia Estado news agency.

Bloomberg relates that Agencia Estado, citing Marco Antonio Audi,
chairman of VarigLog, said the delay in obtaining approval for
operating licenses from Brazil's civil aviation agency is making
it harder for VARIG to attract partners.

Volo do Brasil acquired the operating arm of VARIG at an auction
in July 2006.  Volo pledged to invest more than $500,000,000 to
pay VARIG's debt and keep the airline flying.

ACE Aviation was previously reported to be eyeing a 10% equity
interest in VARIG.

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)


WACHOVIA BANK: Fitch Places Low-B Rating on Six Cert. Classes
-------------------------------------------------------------
Fitch rates Wachovia Bank Commercial Mortgage Trust, Series 2006-
C28 commercial mortgage pass-through certificates:

     -- $38,798,000 class A-1 'AAA';
     -- $418,676,000 class A-2 'AAA';
     -- $168,389,000 class A-PB 'AAA';
     -- $215,000,000 class A-3 'AAA';
     -- $802,246,000 class A-4 'AAA';
     -- $623,528,000 class A-1A 'AAA';
     -- $250,000,000 class A-4FL 'AAA';
     -- $3,595,196,700 class IO 'AAA';
     -- $359,520,000 class A-M 'AAA';
     -- $278,628,000 class A-J 'AAA';
     -- $22,470,000 class B 'AA+';
     -- $58,422,000 class C 'AA';
     -- $31,458,000 class D 'AA-';
     -- $49,433,000 class E 'A';
     -- $40,446,000 class F 'A-';
     -- $40,446,000 class G 'BBB+';
     -- $40,446,000 class H 'BBB';
     -- $44,940,000 class J 'BBB-';
     -- $17,976,000 class K 'BB+';
     -- $8,988,000 class L 'BB';
     -- $13,482,000 class M 'BB-';
     -- $4,494,000 class N 'B+';
     -- $8,988,000 class O 'B';
     -- $8,988,000 class P 'B-';
     -- $49,434,700 class Q 'NR';
     -- $8,000,000 class FS 'NR'.

Classes A-1, A-2, A-PB, A-3, A-4, A-1A, IO, A-M, A-J, B, C, D, and
E are offered publicly, while classes A-4FL, F, G, H, J, K, L, M,
N, O, P, Q, and FS are privately placed pursuant to rule 144A of
the Securities Act of 1933.  With the exception of the FS
certificates, which represent an interest in a subordinate note
secured by the Four Seasons Resort and Club - Dallas, Texas.  The
certificates represent beneficial ownership interest in the trust,
primary assets of which are 207 fixed rate loans having an
aggregate principal balance of approximately $3,595,196,701, as of
the cutoff date.


WARNER MUSIC: Good Performance Cues S&P to Lift Sr. Sec. Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit and senior secured ratings on Warner Music Group Corp. to
'BB-' from 'B+'.  At the same time, Standard & Poor's raised its
senior subordinated debt rating on WMG to 'B' from 'B-', two
notches below the 'BB-' corporate credit rating.

The outlook is stable.  

The U.S.-based music recording and publishing company had
approximately $2.25 billion of debt outstanding as of June 30,
2006.

"The upgrade reflects WMG's continuously improved credit metrics
since its LBO and stronger operational performance because of past
restructuring initiatives," Standard & Poor's credit analyst
Michael Altberg said.

These improvements have occurred despite industry challenges
including sales declines in CDs and other physical recordings,
ongoing piracy, and the risks associated with increasing migration
to a digital downloading business model.

Standard & Poor's expects that WMG is more likely to use its good
discretionary cash flow to return cash to shareholders or to
reinvest in the business than to reduce debt.  However, this
rating action assumes that the company will not complete
significant debt-financed transactions in the near-to-intermediate
term.


Z-1 CDO: Fitch Lowers Rating on $21 Million Notes to C from CC
--------------------------------------------------------------
Fitch downgrades one and affirms one class of notes issued by Z-1
CDO 1996 Ltd.  These rating actions are the result of Fitch's
review process and are effective immediately:

     -- $117,726,648 class A-2 notes affirmed at 'AAA';

     -- $21,000,000 class B notes downgraded to 'C/DR5' from
        'CC/DR5'.

Z-1 CDO is a collateralized debt obligation, comprised primarily
of high yield bonds, that closed Oct. 31, 1996 and is managed by
Patriarch Partners, LLC.  Patriarch was named replacement manager
in May 2003 after the transaction entered an event of default due
to insufficient overcollateralization ratios.  Included in this
review, Fitch discussed the current state of the portfolio with
the asset manager and their portfolio management strategy going
forward.

The transaction is severely undercollateralized, with a class A-2
OC ratio of 54.8% as of the Oct. 2, 2006 trustee report.  Fitch
projects that the class A-2 notes will not receive full principal
payments from the underlying assets; however, these notes are
insured by MBIA Insurance Corp., rated 'AAA' by Fitch for insurer
financial strength.  The rating of the class A-2 notes is directly
related to MBIA's rating.

The class B notes would receive payments on their principal only
after the class A-2 notes are paid in full.  Fitch's projections
indicate that these notes will not receive any principal payments.
Fitch therefore lowers the long-term credit rating on these notes
to 'C' to reflect the inadequacy of future principal receipts.  
The class B notes are still receiving current interest and are
expected to receive full interest until maturity, as the
transaction is using principal proceeds to make up for any
interest shortfalls.  The distressed recovery rating of 'DR5'
remains in place for these notes.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Davis Rogers Davis
   Bankr. C.D. Calif. Case No. 06-13122
      Chapter 11 Petition filed October 25, 2006
         See http://bankrupt.com/misc/cacb06-13122.pdf

In re Family Living, Inc.
   Bankr. D. Kans. Case No. 06-41078
      Chapter 11 Petition filed October 25, 2006
         See http://bankrupt.com/misc/ksb06-41078.pdf

In re Jose O. Gonzalez
   Bankr. S.D. Tex. Case No. 06-70489
      Chapter 11 Petition filed October 25, 2006
         See http://bankrupt.com/misc/txsb06-70489.pdf

In re Optimum Healthcare Associates, LLC
   Bankr. N.D. Ga. Case No. 06-73410
      Chapter 11 Petition filed October 25, 2006
         See http://bankrupt.com/misc/alnb06-73410.pdf

In re Sabela's Catering, Inc.
   Bankr. W.D. Pa. Case No. 06-11361
      Chapter 11 Petition filed October 25, 2006
         See http://bankrupt.com/misc/pawb06-11361.pdf

In re The Financial Warehouse, Inc.
   Bankr. E.D. Mich. Case No. 06-55506
      Chapter 11 Petition filed October 25, 2006
         See http://bankrupt.com/misc/mieb06-55506.pdf

In re Garton, Inc.
   Bankr. N.D. Ala. Case No. 06-82249
      Chapter 11 Petition filed October 26, 2006
         See http://bankrupt.com/misc/alnb06-82249.pdf

In re Prime Nite Life, Inc.
   Bankr. M.D. Fla. Case No. 06-05922
      Chapter 11 Petition filed October 26, 2006
         See http://bankrupt.com/misc/flmb06-05922.pdf

In re Budge It Movers, LLC
   Bankr. W.D. Tenn. Case No. 06-12775
      Chapter 11 Petition filed October 27, 2006
         See http://bankrupt.com/misc/tnwb06-12775.pdf

In re SNAVS Corp.
   Bankr. D. Colo. Case No. 06-17795
      Chapter 11 Petition filed October 27, 2006
         See http://bankrupt.com/misc/cob06-17795.pdf

In re Timothy Keith Beaver
   Bankr. W.D. N.C. Case No. 06-31796
      Chapter 11 Petition filed October 27, 2006
         See http://bankrupt.com/misc/ncwb06-31796.pdf

In re Eichenbau Construction and Property Development, LLC
   Bankr. W.D. Mo. Case No. 06-42931
      Chapter 11 Petition filed October 29, 2006
         See http://bankrupt.com/misc/mowb06-42931.pdf

In re Restaurant Company of Pennsylvania, Inc.
   Bankr. W.D. Pa. Case No. 06-11390
      Chapter 11 Petition filed October 30, 2006
         See http://bankrupt.com/misc/pawb06-11390.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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