TCR_Public/061106.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 6, 2006, Vol. 10, No. 264

                             Headlines

ADVENTURE PARKS: Court Approves Fowler Holley as Accountant
ALASKA AIR: Moody's Holds B1 Rating and Changes Outlook to Stable
ANDREW CORP: Posts $59.7 Mil. Net Loss in Quarter Ended Sept. 30
ANR PIPELINE: Moody's Assigns Loss-Given-Default Rating
ANVIL KNITWEAR: Proof of Claims Filing Period Ends Wednesday

AQUA SOCIETY: Posts $1,571,110 Net Loss in 2006 Third Quarter
ASARCO LLC: Wants Dept. of Interior's Claim #10744 Disallowed
ASARCO LLC: Wants Tract I Mining Leases Declared Dischargeable
BOFA-FUNB: Fitch Raises Rating on $14.2 Mil. Class N Certs. to BB
BUCKEYE TECHNOLOGIES: S&P Affirms BB- Corporate Credit Rating

CEP HOLDINGS: Taps BMC Group as Claims and Balloting Agent
CHARLES BONNELL: Case Summary & 19 Largest Unsecured Creditors
CHARMING CASTLE: Creditors Meeting Scheduled on November 15
CITIZENS COMMS: Appoints Michael Dugan to its Board of Directors
CKE RESTAURANTS: Earns $14.2 Million in Quarter Ended August 14

COFFEE PACIFICA: Posts $1,017,000 Net Loss in 2006 Second Quarter
COMPLETE RETREATS: Wants to Walk Away from 14 Contracts and Leases
COMPLETE RETREATS: U.S. Trustee Balks at Donlin Recano Retention
CONSOLIDATED CONTAINER: S&P Affirms 'B-' Corporate Credit Rating
COZZOLINO FURNITURE: Case Summary & 20 Largest Unsecured Creditors

CREDIT SUISSE: Fitch Assigns B- Rating on $2.1MM Class O Certs.
CREDIT SUISSE: Fitch Lifts Rating on Ten 2003-C5 Securities
CREDIT SUISSE: Moody's Assigns Junk Ratings to $19-Million Certs.
CROWN HOLDINGS: Sept. 30 Stockholders' Deficit Narrows to $107MM
CUMMINS INC: Earns $171 Mil. in Third Fiscal Quarter Ended Oct. 1

DANA CORP: Amends Trailer Sale Pact, Cuts Purchase Price to $33MM
DAVITA INC: Earns $94 Million During Quarter Ended September 30
DELPHI CORP: Court Approves EDS and HP Outsourcing Agreements
DENNY'S HOLDINGS: Moody's Assigns Loss-Given-Default Rating
DILLON READ: Fitch Places BB Rating on $10-Mil. Mezzanine Notes

DURA AUTOMOTIVE: Seeks Court Nod to Obtain $300 Mil. DIP Financing
DURA AUTOMOTIVE: Seeks Court Nod to Use All Cash Collateral
EDINA DEVELOPMENT: Case Summary & 54 Largest Unsecured Creditors
EL PASO NATURAL: Moody's Assigns Loss-Given-Default Rating
ENERGY TRANSFER: Fitch Rates Planned $1.3 Bil. Senior Loan at BB

ENERGY TRANSFER: Moody's Rates Proposed $1.3 Billion Loan at Ba2
ENRON CORP: To Get $144 Million Cash Settlement from Barclays PLC
ENRON CORP: Allows AT&T's Administrative Claim for $1,763,928
ENRON CORP: Allows Aegis Ltd. Claims for $16,716,768
ENTERGY NEW: Class Action Plaintiffs Oppose Disclosure Statement

ENTERGY NEW ORLEANS: Court Extends Exclusivity Periods
ENTERPRISE PRODUCTS: Fitch Holds BB+ Rating on Jr. Sub. Notes
FAIRCHILD SEMICONDUCTOR: Moody's Assigns LGD Ratings
FIRST FRANKLIN: Moody's Rates Class B Certificates at Ba1
FLYI INC: Court Delays Disclosure Statement Hearing to Nov. 17

FLYI INC: U.S. Bank and QVT Object to Disclosure Statement
FOAMEX INT'L: Sigma Capital Discloses 2,300,000 Shares Ownership
FOAMEX INTERNATIONAL: Trade Creditors Sell 30 Claims
FRESH DEL MONTE: S&P Places BB Rating on Negative CreditWatch
GIFT LIQUIDATORS: Posts $31,312 Net Loss in 2006 Second Quarter

HANGER ORTHOPEDIC: Moody's Assigns Loss-Given-Default Ratings
HEALTHCARE PARTNERS: Moody's Assigns Loss-Given-Default Ratings
HEALTHWAYS INC: S&P Places BB Corporate Credit Rating
HUNTSMAN CORP: Expects to Raise $708MM in Sr. Subor. Notes Issue
HYPPCO FINANCE: Fitch Affirms CCC- Rating on $40-Million Notes

INLAND FIBER: Court OKs Perkins to Assist in Oregon Asset Sale
INFONXX INC: S&P Rates Proposed $125MM 2nd-Lien Facility at CCC+
INTERDENT SERVICE: Moody's Assigns Loss-Given-Default Ratings
INVERNESS MEDICAL: Good Performance Cues S&P's Positive Watch
ITC HOMES: Wants to Hire Century 21 First as Broker

JAMES VAUGHN: Case Summary & Largest Unsecured Creditor
JP MORGAN: Credit Enhancement Cues S&P to Affirm Low-B Ratings
JP MORGAN: Fitch Lifts Rating on $8.7MM Class L Certs. to BB
KAISER ALUMINUM: Chris Parks Represents PI Claimants
KARA HOMES: Section 341 Meeting of Creditors Slated for Nov. 16

KARA HOMES: Court Sets February 14 as Claims Filing Deadline
KRISPY KREME: Settles Securities Fraud Lawsuit for $75 Million
KUHLMAN COMPANY: Turns to Manchester Cos. for Aid in Turnaround
MADISON AVENUE: S&P Removes Junk-Rated Certs from CreditWatch
MAGELLAN HEALTH: Moody's Assigns Loss-Given-Default Ratings

MARKWEST ENERGY: Moody's Assigns Loss-Given-Default Rating
MEDICAL SERVICES: Moody's Assigns Loss-Given-Default Ratings
MERIDIAN AUTOMOTIVE: 11 Creditors Opposes Assumption of Contracts
MERIDIAN AUTOMOTIVE: Stegenga Stays as Chief Restructuring Officer
MESABA AVIATION: Pinnacle Transfers $15-Mil. Claim to GSCP

MESABA AVIATION: Can Reject NO27XJ Aircraft Lease
MILLER PETROLEUM: Posts $131,197 Net Loss in Quarter Ended July 31
MIRANT CORP: Committee Approves $34 Million Bonus to Employees
MKT #2 INC: Case Summary & 11 Largest Unsecured Creditors
MONEY CENTERS: Posts $660,703 Net Loss in 2006 Second Quarter

MORGAN STANLEY: Fitch Holds B- Rating on $13.8-Mil. Class L Certs.
MOTORSPORT AFTERMARKET: Moody's Rates $220 Million Loan at Ba3
MULTIPLAN INC: Moody's Assigns Loss-Given-Default Ratings
NE ENERGY: Moody's Affirms B2 Corporate Family Rating
NEW MEDIA: Has $4.6 Million Stockholders' Deficit as of July 31

NEW RISING FENIX: Case Summary & 18 Largest Unsecured Creditors
NEW WORLD: Moody's Assigns Loss-Given-Default Rating
NORTHWEST AIRLINES: Posts $1.179 Bil. Net Loss in 2006 Third Qtr.
NPC INTERNATIONAL: Moody's Assigns Loss-Given-Default Rating
OCCAM NETWORKS: Restates 2005 Annual Financial Report

OMNICARE INC: Moody's Assigns Loss-Given-Default Ratings
PERKINS & MARIE: Moody's Assigns Loss-Given-Default Rating
PINNOAK RESOURCES: Operating Risks Cues S&P to Junk Rating
PORTLAND GENERAL: Earns $10 Million in Third Quarter of 2006
PREMIUM PAPERS: Files Disclosure Statement in Delaware

PREMIUM PAPERS: Wants Until Feb. 14 to Remove Prepetition Actions
PTX FLOORING: Case Summary & 20 Largest Unsecured Creditors
QWEST COMMS: Sept. 30 Stockholders' Deficit Narrows to $2.576 Bil.
REGENCY GAS: Moody's Assigns Loss-Given-Default Rating
RELIANCE NATIONAL: Permanent Injunction Hearing Set on December 12

SAINT PAUL: Case Summary & Two Largest Unsecured Creditors
SEA CONTAINERS: Court Allows Payment of Employee Obligations
SEMGROUP LP: Moody's Assigns Loss-Given-Default Rating
SFG LP: U.S. Trustee Schedules Creditors Meeting on November 24
SHORE MEDICAL: Case Summary & 20 Largest Unsecured Creditors

SOUTHERN NATURAL: Moody's Assigns Loss-Given-Default Rating
STATION CASINOS: S&P Assigns 'BB' Long-Term Corp. Credit Rating
STRIKEFORCE TECH.: Posts $778,483 Net Loss in 2006 Second Quarter
SUPERIOR ENERGY: S&P Affirms 'BB' Corporate Credit Rating
SUTTER CBO: Fitch Puts Dura-exposed CDOs on Rating Watch Negative

TENNESSEE GAS: Moody's Assigns Loss-Given-Default Rating
TOWER RECORDS: Wants to End Russell Solomon's Employment Pact
TREY RESOURCES:  Posts $638,899 Net Loss in 2006 Second Quarter
UNITED RENTALS: Earns $95 Million in 2006 Third Quarter
UNUMPROVIDENT CORPORATION: Moody's Changes Outlook to Negative

VISTEON CORP: Anticipates 900-Person Workforce Reduction
VISTEON CORP: Posts $177 Million Net Loss in 2006 Third Quarter
VISTEON CORP: Weak Earnings Cue S&P to Pare 'B+' Corp. Rating
WAMU MORTGAGE: Moody's Rates Subordinate Certificates at B2
WASHINGTON MUTUAL: Moody's Rates Subordinate Certificates at Ba1

WELD WHEEL: Court Okays Dinsmore & Shohl as Committee's Co-Counsel
YUKOS OIL: Rosneft Wins $24.5-Bln Loan Pledges From Bank Group

* BOND PRICING: For the week of October 30 -- November 3, 2006

                             *********

ADVENTURE PARKS: Court Approves Fowler Holley as Accountant
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia gave
Adventure Parks Group, LLC, and its debtor-affiliates authority to
employ Fowler, Holley, Rambo, Haynes & Stavley, P.C., as their
accountants.

As reported in the Troubled Company Reporter on Oct. 4, 2006,
Fowler Holley is expected to perform accounting, auditing and tax
services that include the preparation of:

    * monthly financial reports;

    * quarterly statement of disbursements;

    * monthly bank account reconciliation report;

    * monthly check register report;

    * monthly tax report;

    * year-end audited financial statements;

    * federal, state and local tax returns; and

    * monthly summary of office or owner compensation and
      personnel and insurance coverage.

Carlton W. Holley, a shareholder of Fowler Holley, told the Court
that the firm's professionals bill:

       Professional                             Hourly Rate
       ------------                             -----------
       Curtis G. Fowler, CPA, PFS, CFP              $260
       Carlton W. Holley, CPA                       $250
       Richard A. Stalvey, CPA                      $250
       C. Wayne Rambo, CPA, CVA                     $250
       James E. Folsom, CPA                         $215
       R. Arden DeLoach, Jr., CPA                   $190
       G. Michael Walker, CPA                       $180
       Josie Miller, CPA                            $180
       Robert D. Elliott, CPA                       $135
       Tally M. Wisenbaker, III                     $135
       Emily A. Browning                            $135
       Judith A. Sims                               $100
       Melissa Rhodes                                $95
       Whitney H. Jacobs                             $95

Mr. Holley assured the Court that his firm does not hold nor
represent any interest adverse to the Debtors or their estates.

Headquartered in Valdosta, Georgia, Adventure Parks Group, LLC, is
the holding company of Wild Adventures and Cypress Gardens.  Wild
Adventures operates an amusement park in Valdosta, Georgia while
Cypress operates an amusement park in Winter Haven, Florida.  The
Company, along with Wild Adventures and Cypress Gardens, filed for
chapter 11 protection on Sept. 11, 2006 (Bankr. M.D. Ga. Case Nos.
06-70659 through 06-70661).  George H. McCallum, Esq., James P.
Smith, Esq., and Ward Stone, Jr., Esq., at Stone & Baxter, LLP,
represent the Debtors.  When the Debtors filed for protection from
their creditors, they estimated assets and debts between $50
million and $100 million.


ALASKA AIR: Moody's Holds B1 Rating and Changes Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed the corporate family rating of
Alaska Air Group, Inc. and the Equipment Trust Certificate rating
of Alaska Airlines, Inc. at B1, and changed the outlook to stable
from negative.

Moody's also withdrew the prospective ratings on certain inactive
shelf registrations.

The B1 rating reflects Alaska Air's credit metrics of EBIT to
Interest of 1.3x and Debt to EBITDA of 6x, and the potential for
further improvement as a result of management programs to reduce
non-fuel costs during an improving operating environment.

Nonetheless, growth in unit revenues and passenger yield over the
last twelve months through September 30 2006, while positive,
somewhat lags the meaningful recent improvements at other air
carriers suggesting that Alaska Air has been less successful in
passing through fare increases.  This weaker yield performance is
one factor that constrains the rating.  Nonetheless, financial
performance has benefited from the company's fuel hedging program
as well as operating cost reductions as part of the "Long-Term
Transformation Plan".

Positively reflected in the ratings are the company's solid brand
and specialty markets served (intra- and inter-Alaska) which are
somewhat more protected from competition, and the company's
particularly strong liquidity.

The stable outlook reflects Moody's expectation that Alaska Air's
fleet transition program -- replacing the MD-80 aircraft with a
new B737-800 fleet -- will not increase financial leverage
meaningfully and that operations will not be disrupted as the
transition occur.  As well, operating profit, EBIT to Interest and
retained cash flow to debt should improve steadily over the near
term and remain consistent with other issuers with a B1 corporate
family rating.

Ratings could be pressured down should EBIT to Interest fall below
1.5x, or retained cash flow to debt fall below 7.5%. Inability to
efficiently employ its new B737-800 aircraft, higher-than-expected
borrowing as a result of fleet deliveries and/or a worsening of
the operating environment would likely put downward pressure on
the rating.  The rating could be raised if sustained growth in
operating income and cash flows, resulting from further unit cost
reductions and accelerated yield growth, results in ratios of EBIT
to Interest sustainably exceeding 2x and retained cash flow to
debt in excess of 15%.

Outlook Actions:

   * Issuer: Alaska Air Group, Inc.

     -- Outlook, Changed To Stable From Negative

   * Issuer: Alaska Airlines Inc.

     -- Outlook, Changed To Stable From Negative

Withdrawals:

   * Issuer: Alaska Air Group, Inc.

     -- Multiple Seniority Shelf, Withdrawn, previously rated
       (P)Caa1

   * Issuer: Alaska Airlines Inc.

     -- Multiple Seniority Shelf, Withdrawn, previously rated
       (P)B2

Alaska Air Group, headquartered in Seattle, Washington, is a
holding company for two U.S. passenger airlines, Alaska Airlines
Inc. and Horizon Air Industries.


ANDREW CORP: Posts $59.7 Mil. Net Loss in Quarter Ended Sept. 30
----------------------------------------------------------------
Andrew Corporation reported total sales of $599 million for its
fourth quarter ended Sept. 30, 2006, an increase of 16% compared
to $518 million in the prior year quarter.

In the fourth quarter 2006, wireless infrastructure sales
increased 16% versus the prior year quarter and included the
$23.7 million sales from the acquisition of Precision Antennas
Ltd. in April 2006.  Satellite Communications sales increased 2%
versus the prior year quarter.

In the fourth quarter of fiscal 2006 the Company recorded a net
loss of $59.7 million compared to net income of $7.5 million in
the year ago quarter.  The company recorded a non-cash charge in
the fourth quarter to provide a full valuation allowance of
$83.4 million on its U.S. deferred tax assets.

"Recording this non-cash charge is based upon our assessment of
the accounting rules related to valuation allowances, and is not a
reflection of our future global business prospects," Ralph Faison,
president and chief executive officer, said.  "We are currently
analyzing a number of strategies that may enable us to utilize a
greater portion of these underlying U.S. tax benefits prior to
their expiration, and realize more of their cash value."

The fourth quarter net loss also included $4.7 million related to
intangible amortization; $5 million related to restructuring
activities; $10.3 million of expenses associated with the
termination of the proposed ADC merger; an impairment charge on
capitalized software of $3.9 million; filter product line
transition costs of $3.8 million; a gain of $2.6 million for
repatriation benefit; a gain on the sale of land at the Company's
Orland Park facility of $9 million; and a gain on the termination
of the former Allen Telecom pension plan of $14.2 million.

Gross margin for the fourth quarter of fiscal 2006 was 22.6%,
compared with 22.1% in the prior quarter and 22.4% in the prior
year quarter.  Excluding a $3.8 million charge related to the
previously announced restructuring of the filter product supply
chain, gross margin in the current quarter was 23.2%.

Operating income for the fourth quarter was $35 million or 5.9% of
sales compared to $22 million or 4.3% of sales in the prior year
quarter.

                      Fiscal 2006 Results

Fiscal 2006 sales increased 9% to $2.15 billion.  Wireless
infrastructure sales, including $39 million from the acquisition
of Precision Antennas Ltd., increased 11% versus the prior year.
Satellite communication sales decreased by 13%.  Total orders
increased by 13%, and backlog at fiscal year end was 14% higher
than a year ago.

Gross margin for fiscal 2006 was 22.1%, a decrease of 20 basis
points from the prior year.

Operating income for fiscal 2006 was $83 million or 3.9% of sales
compared to $78 million or 4% of sales in the prior year.
Including the non-cash charge to provide a full valuation
allowance of $83.4 million on the Company's U.S. deferred tax
assets, a net loss of $34 million was recorded for the year
compared to net income of $39 million for the prior year.

             Balance Sheet and Cash Flow Highlights

Cash and cash equivalents were $170 million at Sept. 30, 2006,
compared to $116 million at June 30, 2006 and $189 million at
Sept. 30, 2005.

Total debt outstanding and debt to capital were $346 million and
18.7% at Sept. 30, 2006, compared to $302 million and 16.1% at
June 30, 2006 and $303 million and 16.3% at Sept. 30, 2005.  Debt
increased during the quarter due to working capital funding for
foreign operations and foreign acquisitions and the recognition of
a $25 million lease obligation resulting from the classification
of the Company's new Joliet facility, currently under
construction, as a capitalized lease.

Cash flow from operations was $56.1 million for the fourth
quarter, compared to cash flow from operations of $24.5 million in
the prior quarter and cash flow from operations of $45.9 million
in the prior year quarter.  Capital expenditures were
$20.2 million for the fourth quarter, compared to $17.7 million in
the prior quarter and $17.7 million in the prior year quarter.

For the full year, cash flow from operations was $92.3 million
compared to cash flow from operations in the prior year of
$89.4 million.  Capital expenditures were $71.0 million, or 3.3%
of sales, for the full year compared to $66.4 million, or 3.4% of
sales, in fiscal year 2005.

                      Fiscal 2007 Outlook

For the fiscal year 2007, the Company anticipates sales to range
from $2.25 billion to $2.375 billion, excluding any further
significant rationalization of product lines or significant
acquisitions.

It anticipates that total intangible amortization will be
approximately $15 million in fiscal 2007 compared to $19 million
in fiscal 2006 and reported tax rate to be in the range of 35% to
37%.  Average diluted shares outstanding are anticipated to be
approximately 175 million due to the accounting effect of
outstanding convertible debt.

Headquartered in Westchester, Illinois, Andrew Corporation
(NASDAQ:ANDW) -- http://www.andrew.com/-- designs, manufactures
and delivers equipment and solutions for the global communications
infrastructure market.  The company serves operators and original
equipment manufacturers from facilities in 35 countries.

                          *     *     *

As reported in the Troubled Company Reporter, Standard & Poor's
Ratings Services revised its CreditWatch implications on Andrew
Corp. to negative from developing.  The 'BB' corporate credit
rating and other ratings on the company were placed on CreditWatch
developing on Aug. 7, 2006.


ANR PIPELINE: Moody's Assigns Loss-Given-Default Rating
-------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its Ba1 corporate
family rating on ANR Pipeline Company.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Debs and nts,
   7.0% through
   9.625% due 2010
   through 2025           Ba2      Ba1     LGD3       36%

   Nts, 13.75%
   due 2010               Ba2      Ba1     LGD3       36%

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

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

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

ANR Pipeline Company -- http://www.anrpl.com/-- a subsidiary of
El Paso Corp. operates an interstate natural gas pipeline systems.
ANR provides storage, transportation, and various capacity-related
services to a variety of customers in both the United States and
Canada.


ANVIL KNITWEAR: Proof of Claims Filing Period Ends Wednesday
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
established Nov. 8, 2006, at 4:00 p.m., as the deadline for
creditors of Anvil Knitwear Inc. and its debtor-affiliates to file
Proofs of Claims.

Creditors must file their written proofs of claim on or before the
Nov. 8 Claims Bar Date and those forms must be delivered:

   If by mail to:

   The U.S. Bankruptcy Court
   Southern District of New York
   Anvil Knitwear, Inc., et al. Claims Processing
   P.O. Box __________
   Bowling Green Station
   New York, New York 10274

   If by overnight mail or by hand delivery to:

   The U.S. Bankruptcy Court
   Southern District of New York
   Anvil Knitwear, Inc., et al. Claims Processing
   One Bowling Green, Room 534
   New York, New York 10004;

Governmental units have until April 2, 2007, to file their proofs
of claim.

Headquartered in New York, Anvil Holdings, Inc., is a Delaware
holding company with no material operations and owns all of the
outstanding common stock of Anvil Knitwear, Inc.  Anvil Knitwear,
in turn, owns all of the outstanding common stock of Spectratex,
Inc., fka Cottontops, Inc.  The Debtors design, manufacture, and
market active wear.  The Debtors filed for chapter 11 protection
on Oct. 2, 2006 (Bankr. S.D.N.Y. Case Nos. 06-12345 through 06-
12347).  The Debtors' consolidated financial data as of July 29,
2006 showed total assets of $110,682,000 and total debts of
$244,586,000.  The Debtors' exclusive period to file a chapter 11
plan expires on Jan. 30, 2007.


AQUA SOCIETY: Posts $1,571,110 Net Loss in 2006 Third Quarter
--------------------------------------------------------------
Aqua Society Inc. reported a $1,571,110 net loss on $273,301 of
revenues for the third fiscal quarter ended June 30, 2006,
compared with a $317,658 net loss on $601,068 of revenues for the
same period in 2005.

At June 30, 2006, the company's balance sheet showed $1,291,100 in
total assets and $2,392,846 in total liabilities, resulting in a
$1,101,746 stockholders' deficit.

The company's balance sheet at June 30, 2006, also showed strained
liquidity with $1,038,520 in total current assets available to pay
$2,392,846 in total current liabilities.

Full-text copies of the company's third quarter financial
statements ended June 30, 2006, are available for free at:

               http://researcharchives.com/t/s?145e

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 29, 2006,
Amisano Hanson, Chartered Accountants expressed substantial doubt
about Aqua Society's ability to continue as a going concern after
auditing the company's financial statements for the years ended
Sept. 30, 2005, and 2004.  The auditing firm pointed to the
company's uncertainty in raising capital from stockholders or
other sources to sustain operations and uncertainty in obtaining
necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they
come due.

                      About Aqua Society

Headquartered in Herten, Germany, Aqua Society, Inc.,
-- www.aqua-society.com/  --  designs and develops applied
technologies and provides consulting services in the areas of
heating, ventilation, air conditioning, refrigeration, water
purification, waste water treatment and energy.  The company was
incorporated under the laws of the State of Nevada.


ASARCO LLC: Wants Dept. of Interior's Claim #10744 Disallowed
-------------------------------------------------------------
ASARCO LLC asks the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to:

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

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

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

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

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

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

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

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

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

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

   -- $836,000 for "revegetation."

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                         About ASARCO LLC

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

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

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


ASARCO LLC: Wants Tract I Mining Leases Declared Dischargeable
--------------------------------------------------------------
ASARCO LLC asks the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to declare that:

   (a) all claims with regard to the Mining Leases are
       dischargeable pursuant to Section 1141(d)(1)(A); and

   (b) the U.S. Government is entitled to only the $760,000 Tract
       I Bond securing ASARCO's royalty, rental and reclamation
       obligations related to the Tract I Lease, but that no
       property of the Debtor's estate otherwise secures those
       obligations.

Furthermore, ASARCO objects to the Claim to the extent the U.S.
Government does not recognize that the obligations related to the
Tract I Lease are dischargeable pursuant to Section 1141(d)(1)(A)
of the Bankruptcy Code.

ASARCO seeks declaratory judgment to determine:

   -- the dischargeability of certain Tract I claims; and

   -- the validity, priority and extent of liens or other
      interest in property relating to Claim No. 10744 filed by
      the United States Government on behalf of the U.S.
      Department of the Interior.

As previously reported, in 1959, the Interior Department, on
behalf of the San Xavier District of the Tohono O'odham Indian
Nation and certain members of the Nation holding trust patent
allotments on the Reservation and ASARCO Inc., as predecessor in
interest to ASARCO LLC, entered into:

   -- two mining leases for portions of the Reservation
      designated as Tract I and Tract II; and

   -- 21 business leases for portions of the Reservation
      designated as Tract III.

The Mining Lease for Tract I was cancelled prior to the Petition
Date by order of the Interior Department dated January 5, 2005.
The Mining Lease for Tract II and the Business Leases that govern
Tract III remain in effect.

In July 2008, the U.S. Government filed Claim No. 10744 asserting
a number of claims related to the Leases.

ASARCO LLC complains that the U.S. Government made inconsistent
statements regarding the liens securing the Claim it filed
against ASARCO.  The U.S. Government also checked both the
"secured" box and the "unsecured" box in the Proof of Claim Form
B-10, Judith W. Ross, Esq., at Baker Botts L.L.P., in Dallas,
Texas, relates.

ASARCO maintains that only three bonds, issued by St. Paul
Travelers, secure its lease obligations to pay mining royalties
and rents, and to conduct post-mining reclamation on Tracts
I-III:

   (1) a $760,000 Bond for Tract I,
   (2) a $3,500, 000 Bond for Tract II, and
   (3) a $7,000,000 Bond for Tract III.

No property of ASARCO secures the reclamation obligation,
Ms. Ross asserts.

                         About ASARCO LLC

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

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

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


BOFA-FUNB: Fitch Raises Rating on $14.2 Mil. Class N Certs. to BB
-----------------------------------------------------------------
Fitch Ratings upgrades seven classes of Bank of America, N.A.-
First Union National Bank Commercial Mortgage Trust's (BofA-FUNB)
commercial mortgage pass-through certificates, series 2001-3:

     -- $17.1 million class G to 'AA+' from 'AA';
     -- $14.2 million class H to 'AA' from 'AA-';
     -- $14.2 million class J to 'A+' from 'A';
     -- $29.8 million class K to 'BBB+' from 'BBB';
     -- $8.5 million class L to 'BBB' from 'BBB-';
     -- $8.5 million class M to 'BBB-' from 'BB+'.
     -- $14.2 million class N to 'BB' from 'BB-;
     -- $5.7 million class O to 'B+' from 'B'.

In addition, Fitch affirms these classes:

     -- $93.4 million class A-1 at 'AAA';
     -- $608.5 million class A-2 at 'AAA';
     -- $50 million class A-2F at 'AAA';
     -- Interest-only class XC at 'AAA';
     -- Interest-only class XP at 'AAA';
     -- $42.6 million class B at 'AAA';
     -- $17.1 million class C at 'AAA';
     -- $17.1 million class D at 'AAA';
     -- $14.2 million class E at 'AAA';
     -- $17.1 million class F at 'AAA';
     -- $5.7 million class P at 'B-'.

Fitch does not rate the $13.7 million class Q or the subordinate
component class V-1, V-2, V-3, V-4, and V-5 certificates.

The rating upgrades are due to defeasance and amortization since
Fitch's last ratings action.  Since issuance, 15 loans (14.4%) had
defeased, including two of the top five loans (5.9%).  As of the
Oct. 11, 2006 distribution date, the pool has paid down 12.8% to
$994.6 million from $1.14 billion at issuance.

There are currently no delinquent or specially serviced loans.


BUCKEYE TECHNOLOGIES: S&P Affirms BB- Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Memphis,
Tenn.-based Buckeye Technologies Inc. to stable from negative.  At
the same time the rating agency affirmed all ratings, including
its 'BB-' corporate credit rating on the company.

"The outlook revision reflects our view that Buckeye has taken
steps that will strengthen its credit metrics to a level
appropriate for the current rating," said Standard & Poor's credit
analyst John Kennedy.

"The successful implementation of price increases in its specialty
fibers, fluff pulp, and nonwoven products to offset higher input
costs is improving the company's profitability and cash flow.
Furthermore, Buckeye has reconfigured its manufacturing
capabilities to become a lower lower-cost producer.  We could
revise the outlook to negative if earnings and cash flow fall
below current levels.  It is not likely we would revise the
outlook to positive in the next two years, given the company's
need to strengthen its financial profile for the current rating."

Buckeye is a producer of absorbent products and specialty pulps
that serve a wide variety of end uses.

"In fiscal 2007, we expect Buckeye's product mix and overall
financial performance to improve because of the conversion of the
company's Americana plant in Brazil to a market facility from toll
manufacturing and the closure of its high-cost facility in
Glueckstadt, Germany," Mr. Kennedy said.


CEP HOLDINGS: Taps BMC Group as Claims and Balloting Agent
----------------------------------------------------------
CEP Holdings LLC and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Ohio for permission to employ
BMC Group Inc., as their claim, noticing and balloting agent.

BMC Group will:

     a) assist the Debtor, Counsel & Office of the Clerk
        with noticing and claims handling;

     b) assist the Debtor with the compilation, administration,
        evaluation and production of documents and information
        necessary to support a restructuring effort;

     c) At Debtor's, Counsel's or the Clerk's direction, as the
        case may be, and in accordance with any court orders or
        rules in the bankruptcy cases BMC will:

        -- prepare and serve those notices required in the
           bankruptcy cases;

        -- receive, record and maintain copies of all proofs of
           claim and proofs of interest filed in the bankruptcy
           cases;

        -- create and maintain the official claims registers;

        -- receive and record all transfers of claims pursuant to
           Bankruptcy Rule 3001(e);

        -- maintain an up-to-date mailing list for all entities
           who have filed proofs of claim and requests for
           notices in the bankruptcy cases;

        -- assist Debtor and Counsel with the administrative
           management, reconciliation and resolution of claims;

        -- mail and tabulate ballots for purposes of plan voting;

        -- assist with the preparation and maintenance of
           Debtors' Schedules of Assets and Liabilities,
           Statements of Financial Affairs and other master lists
           and databases of creditors, assets and liabilities;
           with the preparation and maintenance of Debtors'
           Schedules of Assets and Liabilities, Statements of
           Financial Affairs and other master lists and databases
           of creditors, assets and liabilities;

        -- assist with the production of reports, exhibits and
           schedules of information for use by the third parties;

        -- provide other technical and document management
           services of a similar nature requested by Debtors or
           the Clerk's office;

        -- facilitate or perform distributions; and

        -- Maintain a call center.

The Debtors tell the Court that BMC received $20,000 pre-petition
retainer.  BMC requested to increase it to $50,000.

The firm's professionals bill:

     Designation                       Hourly Rate
     -----------                       -----------
     Senior/Principals                  $180-$275
     Consultants                        $100-$175
     Case Support                        $65-$95
     Date Entry/Administrative Support     $45

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

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


CHARLES BONNELL: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Charles D. Bonnell
        2380 Homer Adams Parkway
        Alton, IL 62002

Bankruptcy Case No.: 06-31896

Chapter 11 Petition Date: November 2, 2006

Court: Southern District of Illinois (East St. Louis)

Judge: Kenneth J. Meyers

Debtor's Counsel: Steven T. Stanton, Esq.
                  P.O. Box 405
                  Edwardsville, IL 62025
                  Tel: (618) 931-3090
                  Fax: (618) 931-3387

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
   ------                        ---------------     ------------
James Halloway                                           $150,000
1700 Karen Court
Godfrey, IL 62035

Landreth Lumber and                                       $43,617
Home Center
P.O. Box L
Bunker Hill, IL 62014

Troy Wohlert                                              $35,000
10354 Prairie Dell
Bunker Hill, IL 62014

The Bank of Edwardsville                                  $27,041
DDA Collections Processor
330 West Vandalia
Edwardsville, IL 62025

Platinum Plus (Regions Bank)                              $26,703
BankCard Services
P.O. Box 15137
Wilmington, DE 19886-5137

The Telegraph                                             $25,682

American Mediation and           Case #06-LM-001510       $19,627
Alternative Resolutions

Discover Financial                                        $15,836
Services - Ohio

Lowes Commercial                                          $15,411

BMW Financial Services           2004 BMW Roadster        $14,014

MBNA America                                              $11,438

R.P. Lumber Co. - Staunton, IL                            $11,127

Discover Financial                                        $10,117
Services - Utah

Spickerman Hardware                                        $7,411

Western Boats & Motors, Inc.                               $6,947

Advantage                                                  $6,343

Piasa Harbor                     Storage Fees for          $6,000
                                 Boat

Platinum (Associated Bank)                                 $5,712

R.P. Lumber Co. - Bethatlo, IL                             $5,551


CHARMING CASTLE: Creditors Meeting Scheduled on November 15
-----------------------------------------------------------
The U.S. Bankruptcy Administrator for the Northern District of
Alabama will convene a meeting of Charming Castle LLC' creditors
on Nov. 15, 2006, 10:00 a.m., at Room 126, Federal Courthouse,
1118 Greensboro Avenue, in Tuscaloosa, Alabama.

This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.  All creditors are invited,
but not required, to attend.  This Meeting of Creditors offers the
one opportunity in a bankruptcy proceeding for creditors to
question a responsible officer of the Debtor under oath about the
company's financial affairs and operations that would be of
interest to the general body of creditors.

Headquartered in Hackleburg, Alabama, Charming Castle LLC, dba
Indies House -- http://www.indieshouse.net/--  manufactures
mobile homes.  The Company filed for chapter 11 protection on
Oct. 5, 2006 (Bankr. N.D. Ala. Case No. 06-71420).  When the
Debtor filed for protection from its creditors, it listed
estimated assets of less than $50,000 but estimated debts between
$10 million and $50 million.  The Debtor's exclusive period to
file a chapter 11 expires on Feb. 2, 2007.


CITIZENS COMMS: Appoints Michael Dugan to its Board of Directors
----------------------------------------------------------------
Citizens Communications Company has appointed Michael T. Dugan to
its Board of Directors.

The Company disclosed that Mr. Dugan is currently Senior Technical
Advisor for EchoStar Communications Corporation.  He assumed the
role after 16 years with EchoStar, most recently as chief
technical officer, a position he held since November 2005.  As
chief technical officer he was responsible for all technical
development and operations within EchoStar, including Broadcast
Centers, Satellite Fleet, EchoStar Technologies Corporation,
Broadband Development, Fixed Satellite Services Sales/Operations,
Information Technology, DISH Network Service, L.L.C., Customer
Service and Technical Innovation.  Prior to becoming chief
technical officer, Mr. Dugan was senior advisor to EchoStar's
executive management Team.  He remains a member of EchoStar's
Board of Directors.

Mr. Dugan joined EchoStar in January 1990 as vice president,
Engineering and progressed to positions of increasing
responsibility, including senior vice president, Communications
Product Division; president, EchoStar Technologies Corporation;
and president and chief operating officer.

The Company also disclosed that Mr. Dugan's career includes
positions at Xerox Corporation, Tandon Corporation, Eastman Kodak
and Award Software.  His technical expertise and contributions
resulted in EchoStar acknowledging Mr. Dugan as "chief architect
of the technological foundation upon which the success of DISH
Network was founded."  He received Associate and Bachelor degrees
in Electrical and Electronic Technology from Pennsylvania State
University and the Rochester Institute of Technology,
respectively.

"We are delighted that Mike will serve on our Board of Directors,"
Maggie Wilderotter, chairman and chief executive officer,
remarked.  "The fast pace of technological innovation makes it
critical that our Board have the bench strength to assess new
communications products and services to offer our customers.  Mike
adds experience to an already strong Board." Ms. Wilderotter
noted, "Mike helped EchoStar grow into a company serving more than
12.46 million satellite TV customers through its DISH Network,
making it the fastest growing U.S. provider of advanced digital
television services in the last six years.  Citizens and
EchoStar have partnered to offer our customers access to DISH
Network's hundreds of video and audio channels, Interactive TV,
HDTV, sports and international programming.  I am confident that
his expertise will enable our Board to make even better decisions
in the future regarding wireless data, IPTV and more, decisions
that will benefit our customers and our shareholders."

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

                         *     *     *

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

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


CKE RESTAURANTS: Earns $14.2 Million in Quarter Ended August 14
---------------------------------------------------------------
CKE Restaurants Inc. earned $14,216,000 on $375,965,000 of total
revenues for the twelve weeks ended Aug. 14, 2006.  This compares
to the company's $8,448,000 net income on $359,783,000 of total
revenues for the twelve weeks ended Aug. 15, 2005.

As of Aug. 14, 2006, CKE Restaurants' balance sheet showed total
assets of $791,984,000, total liabilities of $411,227,000, and
total stockholders' equity of $380,757,000.

The company's August 14 balance sheet also showed strained
liquidity with $150,250,000 in total current assets and
$176,035,000 in total current liabilities.

Full-text copies of the company's financial statements for the
quarter ended Aug. 14, 2006, are available for free at:

              http://researcharchives.com/t/s?146a

Headquartered in Carpinteria, California, CKE Restaurants Inc.,
through its wholly owned subsidiaries, engages in the ownership,
operation, and franchising of quick-service and fast-casual
restaurants.  The company operates its restaurants primarily under
Carl's Jr., Hardee's, La Salsa Fresh Mexican Grill, and Green
Burrito brand names.  As of Jan. 31, 2006, the company operated or
franchised approximately 3,160 restaurants in 43 states and 13
countries.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service's implementation of its new Probability-
of-Default and Loss-Given-Default rating methodology for the
restaurant sector, the rating agency confirmed its B1 Corporate
Family Rating for CKE Restaurants Inc.

Additionally, Moody's revised its ratings on the company's
$150 million Senior Secured Revolver Due 2007 and $230 million
Senior Secured Term Loan B due 2009 from B1 to Ba2.  Those loan
facilities were assigned an LGD2 rating with a projected loss-
given default of 29%.

Moody's also revised its rating on the company's $105 million 4%
Convertible Subordinated Notes due 2023 from Caa1 to B3.  Moody's
assigned those debentures an LGD6 rating suggesting noteholders
will experience a 95% loss in the event of a default.


COFFEE PACIFICA: Posts $1,017,000 Net Loss in 2006 Second Quarter
-----------------------------------------------------------------
Coffee Pacifica, Inc., reported a $1,017,000 net loss on $524,878
of revenues for the quarter ended June 30, 2006, compared to a
$1,017,000 net loss on zero revenues for the same period in 2005.

At June 30, 2006, the company's balance sheet showed $1,419,096 in
total assets, $45,505 in total liabilities, and $1,373,591 in
total stockholders' equity.

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

                http://researcharchives.com/t/s?145d

                           Going Concern

As reported in the Troubled Company Reporter on June 22, 2006,
Williams & Webster, P.S., in Spokane, Washington, raised
substantial doubt about Coffee Pacifica, Inc.'s ability to
continue as a going concern after auditing the company's
consolidated amended financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the company's significant
operating losses.

                       About Coffee Pacifica

Based in Vancouver, Canada, Coffee Pacifica, Inc.
-- http://www.coffeepacifica.com/-- is a distributor and marketer
of green bean coffee produced in Papua New Guinea.  Coffee
Pacifica generates revenue from the sale of green bean organic and
non-organic premium grade Papua New Guinea grown coffee.  The
company sells grown green coffee beans directly to coffee roaster
retailers, commercial roasters, coffee brokers and gourmet
roasters and retailers.  Following the acquisition of Uncommon
Grounds, Inc., the company now sells the "Uncommon Grounds" brand
of roasted coffee, tea, cafe supplies and equipment in North
America and Europe.


COMPLETE RETREATS: Wants to Walk Away from 14 Contracts and Leases
------------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Connecticut
to reject, effective Sept. 30, 2006, fourteen executory contracts
and unexpired leases for the use, sale or lease of certain assets
or real property with these counterparties:

   * Gateway Realty, LLC,
   * Scott A. Boyd,
   * MR No. 5, LLC, predecessor-in-interest to Murphy Properties,
   * 7575 E. Redfield, L.L.C.,
   * Alpine Bank, Aspen Branch,
   * SF101, LLC,
   * SF201, LLC,
   * Thurman Family Trust,
   * Lawrence J. Nasella,
   * Kenneth E. Moore,
   * Five Star Destinations Company,
   * Audi of North Scottsdale, and
   * UAG Fairfield CM, LLC.

The Debtors also ask the Court to:

   (a) require claims arising from the rejection of the Rejected
       Agreements to be filed within 30 days from the date the
       Court grants their Rejection Motion; and

   (b) require all non-Debtor counterparties to return any
       amounts remaining after applying any security deposits,
       amounts held in escrow, or similar funds to any
       prepetition arrearages or delinquencies relating to the
       Rejected Agreements.

The Debtors assert that they have exited the properties related
to the Rejected Agreements on or about Sept. 30, 2006.  The
Debtors do not believe that the Rejected Agreements could be
assigned for any meaningful value or that the Agreements provide
any other potential value to their estates.

Jeffrey K. Daman, Esq., at Dechert LLP, in Hartford, Connecticut,
tells the Court that the Debtors would owe approximately
$4,200,000, plus certain additional expenses and taxes, if the
Agreements are not rejected.

Mr. Daman assures the Court that the Debtors intend to pay, or
have already paid, all non-Debtor parties to the Rejected
Agreements amounts due up to September 30, 2006.

                     About Complete Retreats

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


COMPLETE RETREATS: U.S. Trustee Balks at Donlin Recano Retention
----------------------------------------------------------------
The United States Trustee for Region 2 opposes the employment of
Donlin, Recano & Company Inc. as Complete Retreats LLC and its
debtor-affiliates' claims, notice, and balloting agent to the
extent that the Debtors propose to continue to pay Donlin for its
services in the event the Debtors' cases are converted under
Chapter 7 of the Bankruptcy Code.

B. Amon James, Assistant United States Trustee, relates that to
the extent the Debtors' cases are converted to Chapter 7, the
Chapter 7 Trustee that has been entrusted with the responsibility
of administering the cases should determine what administrative
expenses he or she wishes to incur.  The Debtors, who are no
longer in possession at that point, should not be authorized to
impose their will concerning the administration of the estate on
the will of the Chapter 7 Trustee.

The U.S. Trustee also objects to provision in the Debtors'
Application, which states that "in no event shall [Donlin Recano]
be liable for loss of business or other consequential damages
even if [Donlin Recano] has been advised of the possibility of
such damages."  The U.S. Trustee asserts that it may be intended
to shield Donlin from liability for any claims that might be
asserted against it as a result of services provided in the
bankruptcy proceeding, even to the extent that those claims arise
from Donlin's willful, malicious, fraudulent, or grossly
negligent conduct.

The U.S. Trustee further opposes the Debtors' Application to the
extent that her representatives are denied the right to review
Donlin's monthly invoices to determine if the fees and expenses
paid by the Debtors are reasonable.

As reported in the Troubled Company Reporter on Oct. 11, 2006, the
Debtors sought to employ Donlin Recano as their claims, notice,
and balloting agent, nunc pro tunc to Sept. 27, 2006.

The Debtors have more than 5,000 creditors and other potential
parties-in-interest.  The Debtors believe that the Bankruptcy
Clerk's Office is not equipped to (i) distribute notices, (ii)
process all of the proofs of claim filed in the Chapter 11 cases,
and (iii) assist in the balloting process.

According to Holly Felder Etlin, the Debtors' chief restructuring
officer, Donlin Recano was chosen based on its experience and the
competitiveness of its fees.  Ms. Etlin noted that Donlin Recano
has provided identical or substantially similar services that the
Debtors seek from it in other large Chapter 11 cases.

As the Debtors' claims, notice, and balloting agent, Donlin
Recano will:

   (a) design, maintain, and administer a claims database;

   (b) provide copy and notice service consistent with the
       applicable local bankruptcy rules;

   (c) file with the Bankruptcy Clerk an affidavit or certificate
       of service that includes a copy of the notice, a list of
       persons to whom it was mailed, and the date the notice was
       mailed;

   (d) docket all claims received, maintain the official claims
       registers for each of the Debtors, and provide the Clerk
       with certified duplicate unofficial Claims Registers on a
       monthly basis, unless otherwise directed;

   (e) specify for each claim docketed in the applicable Claims
       Register:

         * the claim number assigned,

         * the date received,

         * the claimant's name and address or that of the agent
           who filed the claim,

         * the filed claim amount, if liquidated, and

         * the classification of the claim;

   (f) record and provide notices of all claims transfers as
       required by Rule 3001 of the Federal Rules of Bankruptcy
       Procedure;

   (g) make changes in the Claims Register pursuant to an order
       of the Court;

   (h) turn over to the Clerk copies of the Claims Registers for
       the Clerk's review upon completion of the docketing
       process for all claims received to date by the Clerk's
       office;

   (i) maintain the Claims Register for public examination
       without charge during regular business hours;

   (j) maintain the official mailing list for each Debtor of all
       entities that have filed a proof of claim and make the
       list available to parties-in-interest or the Clerk upon
       their request;

   (k) assist with, among other things, solicitation,
       calculation, and tabulation of votes and distribution; and

   (l) provide and maintain a web site where parties can view the
       claims filed, status of claims, and pleadings or other
       documents filed with the Court by the Debtors;

   (m) box and transport all original documents in proper format,
       as provided by the Clerk's office, to the Federal Records
       Center at the close of the Debtors' bankruptcy cases.

The Debtors will pay for Donlin Recano's consulting services at
these hourly rates:

   Professional                          Hourly Rate
   ------------                          -----------
   Principals                            $250
   Sr. Bankruptcy Consultant/Attorneys   $170 to $230
   Bankruptcy Analysts                   $130 to $155
   Programming Consultants               $135
   Case Administrators                   $65
   Data Encoders                         $35

The Debtors asked the Court to treat Donlin Recano's fees and
expenses as an administrative expense of their estates.  The
Debtors further asked the Court for permission to pay Donlin
Recano's fees and expenses in the ordinary course of business
without the need for Donlin Recano to seek the Court's approval
of its fees and expenses.

Donlin Recano will maintain records of all services provided to
the Debtors, showing dates, categories of services, fees charged,
and expenses incurred and that it will serve monthly invoices on
the counsel of the Official Committee of Unsecured Creditors and
any other official committees that may be appointed in the
Debtors' Chapter 11 cases.

In the event the Debtors' cases are converted to cases under
Chapter 7 of the Bankruptcy Code, the Debtors sought the Court's
permission to continue to pay Donlin Recano for its services
until the claims filed in the cases have been completely
processed.  Moreover, if claims agent representation is necessary
in the converted Chapter 7 cases, the Debtors asked to continue
paying Donlin Recano's fees and expenses in accordance with
Section 156(c).

Louis A. Recano, a principal of Donlin, Recano & Company, Inc.,
assured the Court that his firm neither holds nor represents any
interest adverse to the Debtors' respective estates on matters
for which it is to be employed and that it has no prior
connection with the Debtors.  Donlin Recano is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code, Mr. Recano said.

                     About Complete Retreats

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


CONSOLIDATED CONTAINER: S&P Affirms 'B-' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Consolidated Container Co. LLC and removed all ratings from
CreditWatch with negative implications, where they were placed on
Aug. 23, 2006.  The corporate credit rating on Consolidated
Container is 'B-'.

The CreditWatch placement had followed the company's announcement
that it would delay filing its June 30, 2006, 10-Q, due to an
evaluation of the accounting implications of a settlement
agreement with a customer related to historical bottle and resin
supply contracts.

The outlook is negative.

Atlanta, Ga.-based Consolidated Container had total debt
outstanding of about $592 million at June 30, 2006.

"The affirmation of the ratings follows Consolidated Container's
October 2006 announcement that it has concluded its accounting
review," said Standard & Poor's credit analyst Liley Mehta.

The negative outlook incorporates refinancing risk and concerns
regarding the company's ability to meet its significantly interest
burden from 2007 onward when interest on the 10.75% senior secured
discount notes becomes cash payable.  Improved operating results
support the current ratings, although the ratings outlook will be
constrained until management takes steps to extend its credit
facilities, senior secured discount notes, and subordinated notes
that mature in December 2008, June 2009, and July 2009
respectively.

The company also reported improved financial results for the
quarter ended June 30, 2006.  The restatements for prior periods
resulted in somewhat weaker operating results for the periods in
question and related primarily to the company's customer contracts
with Dean Foods.  In August 2006, the company entered into a
settlement agreement with Dean Foods, whereby Consolidated
Container agreed to pay $10 million to Dean Foods in installments
through 2008.

Because of the financial restatement and resultant delay in
reporting its financial statements, the company obtained a
permanent waiver and amendment to its credit agreement and
regained access to its revolving credit facility in October 2006.
Consolidated Container's cash generated from operations is
expected to be sufficient to meet capital expenditures and working
capital needs in 2006.

The ratings on Consolidated Container and its wholly owned
subsidiary, Consolidated Container Capital Inc., reflect the
company's highly leveraged financial profile, which overshadows
its weak business risk profile in the relatively stable beverage
and consumer product packaging markets.  With annual revenues of
about $870 million, Consolidated Container is a domestic producer
of rigid plastic containers for dairy products, water, juice, and
other beverages; food, household, and agricultural chemicals; and
motor oil.  The company derives about 59% of its revenues from
dairy, water, and juice packaging, which are relatively commodity-
type products and have mature demand patterns.


COZZOLINO FURNITURE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Cozzolino Furniture Design, Inc.
        20 Standish Avenue
        West Orange, NJ 07052
        Tel: (973) 731-9292

Bankruptcy Case No.: 06-20898

Type of Business: The Debtor manufactures wooden household and
                  office furniture.  See http://cozzolino.com/

Chapter 11 Petition Date: November 3, 2006

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Douglas A. Goldstein, Esq.
                  Spector & Ehrenworth
                  30 Columbia Turnpike
                  Florham Park, NJ 07932
                  Tel: (973) 593-4800

Total Assets: $704,136

Total Debts:  $1,977,572

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Valley National Bank          Guaranty of               $798,826
1455 Valley Road              Mortgage Loan to          Value of
Wayne, NJ 07470               20 Standish, LLC         Security:
                                                        $506,167
                                                       Unsecured
                                                        Balance:
                                                        $292,659

United Brotherhood of         Judgment                  $526,310
Carpenters
NY District Council of
Carpenters
395 Hudson Street
New York, NY 10014

20 Standish LLC               Loan Balance              $311,817
20 Standish Avenue
West Orange, NJ 07052

20 Standish LLC               Rent                       $59,329
20 Standish Avenue
West Orange, NJ 07052

Roberts Plywood               Goods                       $7,511
45 North Industry Court
Deer Park, NY 11729

Horizon Blue Cross Blue       Insurance                   $4,735
Shield
P.O. Box 1738
Newark, NJ 07101

Chase Card Services           Credit Card                 $4,399
P.O. Box 15153
Wilmington, DE 19886

PSE&G                         Utility - Gas &             $3,595
P.O. Box 14444                Electricity
New Brunswick, NJ 08906

Dimension Designs Limited     Goods                       $2,846
517 Stagg Street
Brooklyn, NY 11237

Express Personnel Services    Service -                   $2,726
P.O. Box 730039               Temporary Personnel
Dallas, TX 75373

Cozzolino, Steven             Wages                       $2,658
494 Highland Avenue
Upper Montclair, NJ 07043

Lum, Samuel                   Wages and Accrued           $2,642
2608 Dewitt Terrace           Vacation
Linden, NJ 07036

Brennan, Chris                Wages and Accrued           $2,625
339 Fairview Avenue           Vacation
Dunellen, NJ 08812

Derr, Greg                    Wages and Accrued           $2,400
15 Iron Forge Road            Vacation
Warwick, NY 10990

Logan, Kamarjh                Wages and Accrued           $2,164
10 Union Street               Vacation
Montclair, NJ 07042

Aetna                         Health Insurance            $2,053
P.O. Box 7247
Philadelphia, PA 19170

Santana, Teodoro              Wages and Accrued           $2,040
325 21st Avenue, Apt. 6       Vacation
Paterson, NJ 07501

BDE Computer Services         Services -                  $2,038
399 Lakeview Avenue           Computer Support
Clifton, NJ 07011

Atlantic Plywood Corp.        Goods                       $1,930
P.O. Box 2705
Woburn, MA 01888

Cinelli, Raymond              Wages and Accrued           $1,846
91 Notch Road                 Vacation
Oak Ridge, NJ 07438


CREDIT SUISSE: Fitch Assigns B- Rating on $2.1MM Class O Certs.
---------------------------------------------------------------
Fitch affirms Credit Suisse First Boston Mortgage Securities
Corp.'s commercial mortgage pass-through certificates, series
2004-C3:

     --$49.3 million class A-2 'AAA';
     --$209.4 million class A-3 'AAA';
     --$102.9 million class A-4 'AAA';
     --$694.5 million class A-5 'AAA';
     --$330.4 million class A-1-A 'AAA';
     --Interest-only class A-X 'AAA';
     --Interest-only class A-SP 'AAA';
     --$45.1 million class B 'AA';
     --$14.3 million class C 'AA-';
     --$28.7 million class D 'A';
     --$16.4 million class E 'A-';
     --$20.5 million class F 'BBB+';
     --$16.4 million class G 'BBB';
     --$22.5 million class H 'BBB-';
     --$8.2 million class J 'BB+';
     --$6.1 million class K 'BB';
     --$8.2 million class L 'BB-';
     --$6.1 million class M 'B+';
     --$2.1 million class O 'B-';

The $6.1 million class N and $22.5 million class P are not rated
by Fitch. Class A-1 has paid in full.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the October 2006
distribution date, the pool's aggregate certificate balance has
decreased 1.80% to $1.61 billion from $1.64 billion at issuance.
To date, there have been no realized losses within the
transaction.  No loans are delinquent or in special servicing.

Fitch has reviewed credit assessments of One Park Avenue (9.6%)
and the Mizner Park building (3.2%).  Both loans maintain
investment grade credit assessments.

One Park Avenue, the largest loan in the pool, is secured by a
926,453 square foot office building in New York.  The loan
consists of A, B, C, and D notes, with just the A note included in
the trust.  The year-end 2005 DSCR was 2.44 times (x) compared to
2.69x at issuance and occupancy was 97%.

The Mizner Park loan is secured by six mixed-use buildings
(50% office, 50% retail) in Boca Raton, Florida.  The loan
contains an A and B notes, with just the A note included in the
trust.  As of year-end 2005, the DSCR was 2.34x compared to 2.00x
at issuance and occupancy was 85%.


CREDIT SUISSE: Fitch Lifts Rating on Ten 2003-C5 Securities
-----------------------------------------------------------
Fitch Ratings upgrades Credit Suisse First Boston commercial
mortgage securities 2003-C5:

     -- $39.4 million class B to 'AAA' from 'AA';
     -- $15.8 million class C to 'AA+' from 'AA-';
     -- $31.5 million class D to 'A+' from 'A';
     -- $17.3 million class E to 'A' from 'A-';
     -- $17.3 million class F to 'A-' from 'BBB+';
     -- $14.2 million class G to 'BBB+' from 'BBB';
     -- $14.2 million class H to 'BBB' from 'BBB-';
     -- $9.5 million class J to 'BBB-' from 'BB+';
     -- $6.3 million class K to 'BB+' from 'BB';
     -- $6.3 million class L to 'BB' from 'BB-'.

In addition, Fitch affirms:

     -- $47.2 million class A-1 at 'AAA';
     -- $150.4 million class A-2 at 'AAA';
     -- $115.6 million class A-3 at 'AAA';
     -- $370.3 million class A-4 at 'AAA';
     -- $306.6 million class A-1-A at 'AAA';
     -- Interest only (IO) class A-X at 'AAA';
     -- IO class A-SP at 'AAA';
     -- $7.9 million class M at 'B+';
     -- $1.6 million class N at from 'B';
     -- $4.7 million class O at 'B-'.

Fitch does not rate the $15.8 million class P.

The upgrades reflect the increased subordination levels due to
scheduled amortization and defeasance of eleven loans (8.3%) since
Fitch's last rating action.  As of the October 2006 distribution
date, the pool's aggregate principal balance has decreased 5.5% to
$1.19 billion from $1.26 billion at issuance.  To date, the
transaction has not incurred any losses.

Currently there is one loan (0.1%) in special servicing.  The loan
is secured by a multifamily property located in Buffalo, NY.  The
loan was transferred to the special servicer due to 60+ day
delinquent.  The loan was in the process of being condemned by the
city and has significant deferred maintenance.  Significant losses
are expected upon liquidation of the asset.

Fitch has reviewed credit assessments of the Mall at Fairfield
Commons, Mayfair Mall, Stanford Shopping Mall, Paramount Plaza,
and Eastbridge Landing.  All loans maintain investment-grade
credit assessments due to their stable performance since issuance.

The Mall at Fairfield Commons loan (6.9%) is secured by 856,879
square foot of a 1,046,726 sf regional mall in Beavercreek, OH.
As of October 2006, the occupancy remained strong at 98.5%.

The Mayfair Mall & Office Complex loan (6.3%) is secured by
1,277,483 sf of a 1,488,197 sf commercial complex which is
comprised of a regional mall and four office buildings in
Wauwatosa, Wis.  Occupancy as of June 30, 2006 increased to 98%
from 93% at issuance.

The Stanford Shopping Mall loan (6.3%) is secured by 1,387,351 sf
regional mall in Palo Alto, Calif.  Occupancy as of June 30, 2006
increased to 97% from 96% at issuance.

The Paramount Plaza loan (3.6%) is secured by two 20-story
buildings totaling 911,900 sf located in Los Angeles, Calif.
Occupancy as of September 30, 2006 increased to 89.6% from 84% at
issuance.

The Eastbridge Landing loan (2.7%) is secured by 210-unit
multifamily property located in New York City.  Occupancy as of
September 30, 2006 has increased to 97% from 95% at issuance.


CREDIT SUISSE: Moody's Assigns Junk Ratings to $19-Million Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes,
downgraded the ratings of two classes, and affirmed the ratings of
11 classes of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2001-
CK1:

   Class A-1, $1,978,057, Fixed, affirmed at Aaa
   Class A-2, $149,000,000, Fixed, affirmed at Aaa
   Class A-3, $498,435,000, Fixed, affirmed at Aaa
   Class A-X, Notional, affirmed at Aaa
   Class A-Y, Notional, affirmed at Aaa
   Class A-CP, Notional, affirmed at Aaa
   Class B, $42,917,000, Fixed, affirmed at Aaa
   Class C, $45,441,000, Fixed, upgraded to Aa2 from Aa3
   Class D, $12,621,000, Fixed, upgraded to Aa3 from A2
   Class E, $12,623,000, Fixed, upgraded to A1 from A3
   Class F, $20,196,000, Fixed, upgraded to A3 from Baa1
   Class G, $17,672,000, Fixed, upgraded to Baa2 from Baa3
   Class H, $17,450,000, Fixed, affirmed at Ba1
   Class J, $27,421,000, Fixed, affirmed at Ba2
   Class K, $7,479,000,  Fixed, affirmed at Ba3
   Class L, $7,478,000,  Fixed, affirmed at B2
   Class M, $14,957,000, Fixed, downgraded to Caa2 from Caa1
   Class N, $4,986,000,  Fixed, downgraded to Caa3 from Caa2

As of the October 18, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 10.7%
to $890.1 million from $997.1 million at securitization.  The
Certificates are collateralized by 128 mortgage loans secured by
commercial and multifamily properties.  The loans range in size
from less than 1.0% to 8.4% of the pool, with the top 10 loans
representing 42.2% of the pool.  The pool includes one investment
grade shadow rated loan, representing 3.8% of the pool, and a
conduit component, representing 96.2% of the pool.

Twenty-two loans, representing 18.8% of the pool, have defeased
and have been replaced with U.S. Government securities.  Included
among the defeased loans is the First Union Building Loan.  Six
loans have been liquidated, resulting in an aggregate realized
loss of approximately $3 million.  There are no loans currently in
special servicing.  Forty-three loans, representing 27.2% of the
pool, are on the master servicer's watchlist.

Watchlisted loans include four of the top 10 loans in the pool.

Moody's was provided with calendar year 2005 operating results for
98.9% of the performing loans.  Moody's loan to value ratio for
the conduit component is 90.8%, compared to 87.9% at last review
and compared to 84.5% at securitization.  Moody's is upgrading
Classes C, D, E, F and G due to defeasance and increased
subordination levels.  Class C was upgraded on August 2, 2006 and
placed on review for further possible upgrade based on a Q tool
based portfolio review.

Moody's is downgrading Classes M and N due to LTV dispersion.
Based on Moody's analysis, 29.5% of the conduit pool has a LTV
greater than 100%, compared to 1% at securitization.  Ten loans,
representing 16.3% of the pool, have debt service coverage of 1x
or less based on the borrowers' reported operating performance and
the actual loan constant.  This compares unfavorably to 7% at last
review and none at securitization.

The shadow rated loan is the 747 Third Avenue Loan, which is
secured by a 410,000 square foot office building located in the
Plaza District submarket of Manhattan.  This Class A office
building was built in 1972 and renovated in 1998.  The building is
occupied primarily by smaller tenants with the largest tenant
occupying 7.3% of the premises.  Occupancy as of June 2006 was
95.3%, compared to 92.4% at last review and compared to 98% at
securitization.  Moody's current shadow rating is Aaa, compared to
Baa1 at last review and compared to Baa2 at securitization.

The top three conduit loans represent 20.7% of the outstanding
pool balance.

i

The largest conduit loan is the Stonewood Center Mall Loan
($75 million - 8.4%), which is secured by a 630,000 square foot
portion of a 931,000 square foot regional mall located
approximately 13 miles southeast of Los Angeles, in Downey,
California.  The mall is anchored by J.C. Penney, Macy's, Sears
and Mervyn's.  As of June 2006 the mall was 98.8% occupied,
compared to 99% at last review and compared to 94% at
securitization.  Moody's LTV is 64.1%, compared to 67.7% at last
review and compared to 74.4% at securitization.

ii

The second largest conduit loan is the 150 Spear Street Loan
($73.4 million - 8.2%), which is secured by a 256,000 square foot
Class A office building located in downtown San Francisco,
California.  The 18-story building was built in 1982 and renovated
in 1999.  The largest tenant is Market Tools, Inc. (11.8% NRA;
lease expiration May 2011).  Occupancy as of June 2006 was 70.7%,
compared to 98% at securitization.  The property's net operating
income has declined significantly since securitization as both
occupancy and rental rates have declined at the subject property
and in the San Francisco office market. The loan matures in
January 2008.  The loan is on the master servicer's watchlist due
to a debt service coverage ratio below 1x and low occupancy.
Moody's LTV is in excess of 100%, as it was at last review,
compared to 89.7% at securitization.

iii

The third largest conduit loan is the Central Plaza Loan
($35.8 million - 4%), which is secured by a 786,000 square foot
office complex located in Los Angeles, CA.  Occupancy at year-end
2005 was 79.8%, compared to 86% at last review and compared to 86%
at securitization.  The largest tenant is Pacific Bell (14% NRA;
lease expiration July 2010).  No other tenant represents more than
1% of the building's net rentable area.  The property's occupancy
has decreased; however, net operating income has increased due to
increased rental rates.  The loan has also benefited from
amortization. Moody's LTV is 59.2%, compared to 75% at last review
and compared to 84.5% at securitization.

The pool's collateral is a mix of office and mixed use, retail,
U.S. Government securities, multifamily and mobile home,
industrial and self storage and lodging.  The collateral
properties are located in 31 states.


CROWN HOLDINGS: Sept. 30 Stockholders' Deficit Narrows to $107MM
----------------------------------------------------------------
Crown Holdings Inc. filed its financial statements for the third
quarter ended Sept. 30, 2006, with the Securities and Exchange
Commission on Nov. 1, 2006.

The Company previously sold its remaining European plastics
businesses in 2006 and amounts related to those businesses have
been reclassified to discontinued operations.

At Sept. 30, 2006, the Company's balance sheet showed
$7.236 billion in total assets, $7.072 billion in total
liabilities, and $271 million in minority interests, resulting in
a $107 million shareholders' deficit.  The Company had a
$236 million deficit at Dec. 31, 2005.

Net sales from continuing operations in the third quarter rose to
$2.022 billion, up 7% over the $1.89 billion in the third quarter
of 2005.  The increase in sales was primarily attributable to
stronger sales unit volumes.

Third quarter gross profit was $262 million compared with
$272 million in the 2005 third quarter.  As a percentage of net
sales, gross profit was 13% in the quarter compared to 14.4% in
the third quarter last year.  The decline was primarily driven by
the impact of higher raw material costs partially offset by
stronger sales unit volumes, increased operating efficiencies and
productivity gains.

Segment income (defined by the Company as gross profit less
selling and administrative expense) was $184 million in the third
quarter compared with $185 million in the 2005 third quarter.
Segment income as a percentage of net sales was 9.1% in the
quarter compared to 9.8% in the same period in 2005.

Commenting on the quarter, John W. Conway, chairman and chief
executive officer, stated, "We are pleased that in the face of
significantly higher input costs, profits have remained firm and
stable which is particularly noteworthy in light of last year's
solid third quarter.

"Our North American Food segment had outstanding results on strong
volumes and increased productivity.  Both volumes and margin
increased in the Americas Beverage business from the first and
second quarters of this year.  Internationally, four new beverage
can lines in the Middle East began operations in the quarter which
adds to our annual capacity in that fast growing market."

Interest expense in the third quarter was $73 million compared
with $94 million in the third quarter of 2005.  The decrease
reflects the impact of lower average interest rates, the result of
the Company's 2005 refinancing.

Net income from continuing operations in the third quarter was
$87 million compared with $82 million in the third quarter of
2005.  The Company is currently in a dispute with a European
supplier regarding the cost of materials supplied in 2006.  If the
outcome of the proceedings is unfavorable, the Company anticipates
that it would record a charge to its net income from continuing
operations for the third quarter and nine months ended
Sept. 30, 2006.

Included within net income from continuing operations in the third
quarter of 2005 the Company recorded a net gain of $13 million
related to a net gain on the remeasurement of foreign currency
exposures in Europe partially offset by a provision for
restructuring.

For the three months ended Sept. 30, 2006, the Company reported
$85 million of net income compared with $78 million of net income
for the comparable period in 2005.

Through September 30, the Company has repurchased 6,246,378 shares
of common stock for $117 million during 2006, including 5,262,878
shares through a previously announced accelerated share repurchase
program.  The number of common shares outstanding as of
Sept. 30, 2006, was 162,923,235, which is approximately 3% lower
than as at June 30, 2006.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1470

Philadelphia, Pa.-based Crown Holdings Inc. (NYSE: CCK)
-- http://www.crowncork.com/-- through its affiliated companies,
supplies packaging products to consumer marketing companies around
the world.

                           *     *     *

As reported in the Troubled Company Reporter on July 28, 2006,
Standard & Poor's Ratings Services affirmed its 'BB-' rating and
its '2' recovery rating on Crown Holdings Inc.'s existing $1.5
billion credit facilities including its $200 million add-on senior
secured term loan B due 2012.


CUMMINS INC: Earns $171 Mil. in Third Fiscal Quarter Ended Oct. 1
-----------------------------------------------------------------
Cummins Inc. filed its financial statements for the third fiscal
quarter ended Oct. 1, 2006, with the Securities and Exchange
Commission on Nov. 1, 2006.

Sales for the quarter were $2.81 billion, compared with
$2.47 billion for the third quarter of 2005.  Net income of
$171 million was up from $145 million in the same period last
year.

Earnings before interest and taxes rose 23% to $296 million while
gross margins remained near record levels at 23.3% of sales.

For the three months ended Oct. 1, 2006, the Company reported
$171 million of net income compared with $145 million of net
income for the three months ended Sept. 25, 2005.

Each of the Company's business segments enjoyed double-digit
percentage sales growth in the third quarter, led by the Power
Generation and Distribution businesses, both of which performed
above the top end of their targeted sales and profit ranges.

Sales in the Engine Business, the Company's largest segment, rose
10% despite a decline in light-duty automotive volumes late in the
quarter as a result of plant shutdowns at automotive facilities
related to inventory rebalancing.

The Company saw sales growth in most of its markets around the
world -- both in its wholly owned businesses and at its joint
ventures, where income increased 19% from the same period in 2005.

"We performed well in the third quarter and see great
opportunities for the future," Cummins chairman and chief
executive officer Tim Solso said.

"In particular, our Power Generation and Distribution businesses
enjoyed significant growth - both in terms of revenue and profit.

"We also continue to produce returns above 10%, even as we are
investing in new products, new markets and additional capacity for
2007 and beyond."

As a result of the strong financial performance, the Company's
cash position has improved by $248 million from the beginning of
the year, even as Cummins has continued to pay down debt and
increased its pension funding.

The Company's debt/capital ratio is below its 30% target range and
Cummins plans to repay an additional $250 million in long-term
debt in December, as previously announced.

The Company also repurchased $14 million of its common stock in
the third quarter as part of a previously announced plan to
repurchase up to 2 million shares.

"Our continued strong financial performance has allowed us to
create a strong balance sheet," Cummins chief financial officer
Jean Blackwell said.

"As a result, the Company is well positioned to withstand the
challenges of the business cycle and invest in growth
opportunities that will be the key to our future success."

Cummins reaffirmed its previous full-year guidance of $14 to
$14.20 a share.  The Company will provide guidance for 2007 in
January, but expects EBIT margins to be within its 7% to 10%
target range, on flat to 5% increase in sales.

Despite the anticipated temporary slow-down in the heavy-duty
engine market due to the emissions changes, Cummins expects 2007
to be a solid year for several reasons:

   * Cummins expects sales growth in most of its end markets.

   * The Company expects to see continued profitable growth in
     emerging markets, most notably China and India.

   * Cummins has a strong balance sheet, resulting in considerably
     less interest expense and greater liquidity.

   * The Company has a cost-control strategy in place across all
     businesses that is focused on using Six Sigma to become more
     efficient.

   * Cummins has increased the flexibility in its manufacturing
     plants to deal with the expected fluctuations in demand next
     year resulting from new emissions regulations.

The Company also continues to invest in profitable growth
opportunities, two of which were highlighted by announcements in
October.  Cummins announced that it will produce a new line of
high-performance, light-duty diesel engines at its Columbus Engine
Plant by the end of the decade and that DaimlerChrysler is the
first major customer for the new engine.

The Company also announced that it had signed a joint venture
agreement with Beiqi Foton Motor Company in China to produce
2.8- and 3.8-liter engines for the light commercial vehicle
markets in China beginning in 2008.

"We have some exciting opportunities ahead," Mr. Solso said.  "The
work done by Cummins employees around the world in recent years
has prepared us well for 2007 and beyond.

                       Third-quarter details

Engine segment

Revenues rose 10% to $1.84 billion and Segment EBIT increased 20%
to $183 million, or 9.9% of sales, which is at the top of the
targeted range of 7% to 10%.

Global engine shipments rose 3% from the same period in 2005.
Higher heavy-duty, medium-duty and high horsepower shipments more
than offset a drop in light-duty shipments due to softness in the
U.S. auto industry.

Heavy-duty engine shipments in North America were strong as OEMs
worked to meet increased demand from truck fleets, in part due to
fleets replacing trucks ahead of the 2007 emissions changes.  The
Company also grew its sales in the North American medium-duty
truck and bus engine market by 48% from the same quarter in 2005.

Power Generation segment

Revenues rose 24% to $624 million well above the targeted range of
8% to 10%.  Segment EBIT increased 24% to $57 million, or 9.1% of
sales compared with the targeted range of 7% to 9%.

Sales increases were driven by volume gains as a result of strong
demand in the commercial generator set and alternator businesses.
Commercial sales rose 32% as demand grew around the world, with
the exception of China and Southeast Asia.

Alternator sales rose 25% and the segment also posted sales gains
in its energy solutions, rental and power electronics businesses.
Sales in the consumer business fell 1.5% from the same period in
2005 due to continued softness in the recreational vehicle market.

Distribution segment

Revenues rose 17% to $346 million above the segment's 10% growth
target.  Sales gains primarily were driven by growth in the Middle
East, Europe, and South Pacific.  Increases in sales of power
generation equipment were led by the reconstruction effort in the
Middle East, which accounted for more than half the sales growth
in this business line.

Segment EBIT increased 36% to $38 million, or 11% of sales above
the target range of 8% to 10% as the segment continues to achieve
its goal of growing earnings faster than revenues.

The Company also saw significant improvement in income from its
North American distributor joint ventures during the quarter.

Components segment

Sales for the segment made up of the Company's filtration,
turbocharger, fuel systems, and exhaust after-treatment businesses
rose 17% to $564 million.  The segment benefited from strong sales
gains in its North and Latin American filtration business as well
as significantly higher sales in its North American fuel systems
business.

Segment EBIT dropped 10% to $19 million, or 3.4% of sales,
compared with the same period in 2005.  The businesses in this
segment -- most notably Emission Solutions and Cummins Turbo
Technologies -- continue to invest heavily to ensure that Cummins
has both the capability and capacity to provide critical
technologies to support the 2007 products.  In addition, this
segment focused on rationalizing plants and transferring
production to assist in future profit improvement, which resulted
in manufacturing inefficiencies during the quarter.

At Oct. 1, 2006, the Company's balance sheet showed $7.579 billion
in total assets, $4.668 billion in total liabilities, $240 million
in minority interest, and $5.671 billion in total shareholders'
equity.

Full-text copies of the Company's third fiscal quarter financials
are available for free at http://ResearchArchives.com/t/s?1463

                       About Cummins Inc.

Headquartered in Columbus, Indiana, Cummins Inc. (NYSE: CMI)
-- http://www.cummins.com/-- designs, manufactures, distributes
and services engines and related technologies, including fuel
systems, controls, air handling, filtration, emission solutions
and electrical power generation systems.  Cummins serves customers
in more than 160 countries through its network of 550 Company-
owned and independent distributor facilities and more than 5,000
dealer locations.

                         *     *     *

Cummins' Junior Convertible Subordinated Debentures carry Fitch's
'BB' rating with a stable outlook.

As reported in the Troubled Company Reporter on May 11, 2006,
Moody's Investors Service raised Cummins Inc.'s convertible
preferred stock rating to Ba1 from Ba2 and withdrew the company's
SGL-1 Speculative Grade Liquidity rating and its Ba1 Corporate
Family Rating.


DANA CORP: Amends Trailer Sale Pact, Cuts Purchase Price to $33MM
-----------------------------------------------------------------
Dana Corporation and two of its affiliates, and Hendrickson USA
LLC and its affiliates agreed to reduce the purchase price for the
sale of Dana's trailer axle manufacturing business, from
$38 million to $33 million.

The Sale Agreement provides for the buyers to acquire certain
assets located in Lugoff, South Carolina; Barrie, Ontario, Canada;
and Wuxi, China that are used to manufacture heavy-duty trailer
axles and suspensions.

The United States Bankruptcy Court for the Southern District of
New York will provide an opportunity for competitive bids on the
trailer axle assets before the sale is approved.  While there can
be no assurances, Dana now expects that closing of the sale may
occur in the first quarter of 2007, rather than in the fourth
quarter of 2006.

The Court will convene a hearing considering the Amended Sale
Agreement on Dec. 15, 2006.

                      About Dana Corporation

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


DAVITA INC: Earns $94 Million During Quarter Ended September 30
---------------------------------------------------------------
DaVita Inc. earned $94 million of net income on net operating
revenue of $1.2 billion for the three months ended Sept. 30, 2006,
compared to net income of $55 million from net operating revenue
of $644 million for the same quarter in 2005.

The company reported income from continuing operations for the
three and nine months ended Sept. 30, 2006, excluding the
valuation gain on its product supply agreement with Gambro Renal
Products, was $69.9 million and $192 million, respectively, as
compared with $50.9 million and $151 million, respectively, for
the same periods of 2005.

Income from continuing operations for the three and nine months
ended Sept. 30, 2006 included incremental after-tax stock-based
compensation expense of $4.1 million and $10.1 million,
respectively.

Income from continuing operations for the three and nine months
ended September 30, 2006, including the valuation gain on the
Product Supply Agreement was $93.1 million and $215.2 million,
respectively.

Net income for the nine months ended Sept. 30, 2006 was
$215 million from net operating revenue of $3.6 billion, versus a
net income of $164 million from $1.8 billion in net operating
revenue for the comparable period in 2005.

For the rolling 12-months ended Sept. 30, 2006, the Company's
operating cash flow was $598 million and free cash flow was
$488 million, in each case excluding an $85 million income tax
payment associated with the divestiture of centers in conjunction
with the Gambro Healthcare acquisition.  Including these items,
operating cash flow for the rolling 12-months was $513 million and
free cash flow was $403 million.  Operating cash flow for the
three months ended Sept. 30, 2006 was $97 million and free cash
flow was $67 million.

                            Outlook

The Company disclosed that it revised the lower end of its 2006
operating income projection to $690 million to $700 million
excluding the valuation gain on the Product Supply Agreement.  Its
2007 operating income is projected to be in the range of
$680 million to $750 million.

Headquartered in El Segundo, California, DaVita (NYSE: DVA) is a
leading provider of dialysis services for patients suffering from
chronic kidney failure.  The Company provides services at kidney
dialysis centers and home peritoneal dialysis programs
domestically in 41 states, as well as Washington, D.C.  As of
March 31, 2006, DaVita operated or managed over 1,200 outpatient
facilities serving approximately 98,000 patients

                         *     *     *

The Company's 6-5/8% Senior Notes due Mar. 15, 2013 carry Standard
& Poor's Ratings Services' B rating.


DELPHI CORP: Court Approves EDS and HP Outsourcing Agreements
-------------------------------------------------------------
The U.S Bankruptcy Court for the Southern District of New York has
authorized Delphi Corporation and its debtor-affiliates to enter
into and perform under:

   (a) an agreement with Electronic Data Systems Corporation and
       EDS Information Services, LLC, which provides for the
       outsourcing of global desktops, service desk, and
       mainframe systems hosting; and

   (b) an agreement with Hewlett Packard Company, which provides
       for the outsourcing of server systems hosting.

The Debtors' decision to enter into the IT Infrastructure
Outsourcing Agreements is one step in the implementation of their
transformation plan.  The Debtors intend to transform their
salaried workforce to ensure a competitive structure aligned with
their product portfolio and manufacturing footprint, which would
in turn, lower the Debtors' selling, general, and administrative
expenses.

To achieve this goal, the Debtors are designing and implementing
a shared service delivery model that will contribute to the
reduction of their global SG&A expense by $450 million annually.
One aspect of this effort is Delphi's accelerated consolidation
and outsourcing of IT functions and the transition to common
processes and systems.  Benchmarking analysis conducted with
independent consultants concluded that Delphi's 2005 IT operating
budget of $588 million could be reduced by $256 million through
three transformation actions:

   (1) outsourcing IT services;

   (2) reducing the number and type of unique, non-common
       systems, moving to common operating platforms; and

   (3) running a streamlined IT shared service organization.

The Debtors' shared service model calls for the outsourcing of
these IT services: (a) global infrastructure services, including
desktops, service desk, and mainframe and server systems hosting;
(b) system development, maintenance, and support; and (c) network
services such as data networks and voice services.

Currently, the Debtors purchase IT services from more than 100
regional-based suppliers.  Completion of all three outsourcing
phases would enable rationalization of the supplier-provider base
to fewer than 10 direct suppliers, which will enable the Debtors
to significantly reduce the number of internal employees providing
those services.  After one-time transition costs of $80 million,
net operating savings of $155 million are expected over the seven-
year term of the IT Infrastructure Outsourcing Agreements.

By moving to a model that provides for the outsourcing of IT
infrastructure services to two vendors, the Debtors believe that
they will:

   (a) achieve and sustain a competitive environment in which
       their service providers will provide service at
       competitive prices throughout the term of the agreement;

   (b) be able to develop stronger relationships with their fewer
       service providers;

   (c) reduce their costs through common process, common systems,
       and economies of scale; and

   (d) find providers with innovation and progressive technology.

Delphi will contract for global infrastructure services for a
seven-year term, with costs between $700 million and $800
million.  Monthly operating expenses and one-time transition
costs will be charged directly or allocated to the Delphi
affiliates which use the services, with 35% of operating and
transition costs being borne by the Debtors and the remaining
costs by non-Debtor affiliates.

The scope of services to be provided under the IT Infrastructure
Outsourcing Agreements includes transition services both at
inception and at termination to ensure a smooth transition from
existing service providers to EDS and HP and also to ensure that
there is no disruption to Delphi's business at the end of the
term.

Each service provider would be required to submit a detailed
transformation plan which identifies principal changes in
technology and deliverables to allow Delphi to work toward
implementing common systems and a more efficient IT services
delivery model and achieve year-over-year price reductions over
the life of the contracts.

Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/--
is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on
Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm.
Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors
in their restructuring efforts.  Robert J. Rosenberg, Esq.,
Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham &
Watkins LLP, represents the Official Committee of Unsecured
Creditors.  As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DENNY'S HOLDINGS: Moody's Assigns Loss-Given-Default Rating
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the restaurant sector, the rating agency held its
B2 Corporate Family Rating for Denny's Holdings Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $75M 1st Lien
   Revolver
   due 9/2008             B2      Ba2      LGD2       18%

   $225M 1st Lien
   Term Loan
   due 9/2009             B2      Ba2      LGD2       18%

   $120M 2nd Lien
   Term Loan
   due 9/2010             B3      B2       LGD4       53%

   $175M Unsecured
   Notes due 10/2012     Caa1    Caa1      LGD5       89%

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

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

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

Headquartered in Spartanburg, South Carolina, Denny's Holdings
Inc. -- http://www.dennys.com/-- a wholly owned subsidiary of
Denny's Corporation, operates family-style restaurant chain under
the Denny's restaurant brand.


DILLON READ: Fitch Places BB Rating on $10-Mil. Mezzanine Notes
---------------------------------------------------------------
Fitch has assigned these ratings to Dillon Read CMBS CDO 2006-1,
Ltd. and Dillon Read CMBS CDO 2006-1, Corp.:

     --U.S. $650,000,000 Class A-S1VF Senior secured floating-rate
       notes due 2046 'AAA';

     --U.S. $150,000,000 Class A1 Senior secured floating-rate
       notes due 2046 'AAA';

     --U.S. $60,000,000 Class A2 Senior secured floating-rate
       notes due 2046 'AA';

     --U.S. $41,250,000 Class A3 Secured deferrable interest
       floating rate notes due 2046 'A';

     --U.S. $12,500,000 Class A4 Secured deferrable interest
       floating -rate notes due 2046 'A-';

     --U.S. $28,750,000 Class B1 Mezzanine secured deferrable
       interest floating-rate notes due 2046 'BBB';

     --U.S. $11,250,000 Class B2 Mezzanine secured deferrable
       interest floating-rate notes Due 2046 'BBB';

     --U.S. $8,750,000 Class B3 Mezzanine secured deferrable
       interest floating-rate notes due 2046 'BBB-';

     --U.S. $10,000,000 Class B4 Mezzanine secured deferrable
       interest fixed rate notes due 2046 'BB'.

Additional information, can be obtained at the new issue report
titled 'Dillon Read CMBS CDO 2006-1, Ltd./Corp.', available at
http://www.derivativefitch.com/


DURA AUTOMOTIVE: Seeks Court Nod to Obtain $300 Mil. DIP Financing
------------------------------------------------------------------
DURA Automotive Systems, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to obtain $300,000,000 of debtor-in-possession financing
arranged and provided by Goldman Sachs Capital Partners L.P.,
General Electric Capital Corporation, and other lender parties.

The Debtors propose to borrow or obtain letters of credit from the
DIP Lenders in an aggregate principal or face amount not to exceed
$50,000,000, pending the Court's final consideration of the DIP
Financing.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Debtors have an immediate
need to obtain the DIP Financing to permit, among other things,
the orderly continuation of the operation of their businesses, to
maintain business relationships with vendors, suppliers and
customers, to make payroll, to make capital expenditures and to
satisfy other working capital and operational needs, all of which
are necessary to preserve and maintain their going-concern values
and to successfully reorganize.

Beginning in September 2006, the Debtors and Miller Buckfire
solicited DIP financing proposals from 10 well-known financial
institutions.  After thoroughly reviewing all of the proposals,
and based on their capital and operational requirements, the
Debtors chose the GSCP/GECC proposal as providing the most
advantageous and least costly terms to their estates.

The salient terms of the Senior Secured Super-Priority Debtor-In-
Possession Revolving Credit and Guaranty Agreement, and the
Senior Secured Super-Priority Debtor-In-Possession Term Loan and
Guaranty Agreement executed by the Debtors and the DIP Agents are:

   Borrower:        Dura Operating Corp.

   Guarantors:      Dura Automotive Systems, Inc., and its
                    domestic and Canadian subsidiaries

   Agent & Banks:   Goldman Sachs Capital Partners L.P., as Joint
                    Lead Arranger, Sole Bookrunner, Sole
                    Syndication Agent, and Administrative Agent
                    and Collateral Agent for the Fixed Asset
                    Facilities;

                    General Electric Capital Corporation as
                    Administrative Agent and Collateral Agent for
                    the DIP Revolver; and

                    Barclays Capital as Joint Lead Arranger

   Commitment:      The DIP Financing Facility provides:

                     -- up to $130,000,000 asset based revolving
                        credit facility, subject to borrowing
                        base and availability terms, with a
                        $5,000,000 sublimit for letters of
                        credit; and

                     -- up to $170,000,000 Fixed Asset Facilities
                        consisting of:

                         * up to $150,000,000 tranche B term
                           loan; and

                         * up to $20,000,000 pre-funded synthetic
                           letter of credit facility.

   Purpose:         Repayment of the Debtors' obligations under a
                    $175,000,000 revolving credit facility,
                    payment of certain adequate protection
                    payments, professionals' fees, transaction
                    costs, fees and expenses incurred in
                    connection with the DIP Financing, other
                    approved expenses prior to bankruptcy filing,
                    to provide working capital, and for other
                    general corporate purposes.

   Term:            The earlier of:

                      (i) December 31, 2007;

                     (ii) the effective date of a reorganization
                          plan in the Debtors' Chapter 11 cases;
                          or

                    (iii) termination of the commitment or
                          acceleration of the loans as a result
                          of an Event of Default.

   Closing Date:    The $50,000,000 Interim DIP Facility will
                    close upon or shortly after the Interim DIP
                    Order.

                    The DIP Facility will close on the date on
                    or before December 15, 2006, on which all the
                    conditions precedent to the Interim DIP
                    Facility occur.

   Priority and
   Liens:           All direct borrowings and reimbursement
                    Obligations under letters of credit, other
                    obligations under the DIP Financing, and
                    hedging and cash management arrangements in
                    connection with the DIP Financing, will at
                    all times:

                     (1) constitute under Section 364(c)(1) of
                         the Bankruptcy Code allowed
                         superpriority administrative expense
                         claims against each of the Debtors
                         having priority over all administrative
                         expenses of the kind specified in, or
                         ordered pursuant to, any provision of
                         the Bankruptcy Code, which superpriority
                         claims will, subject to the Carve-Out,
                         be payable from and have recourse to all
                         property of the Debtors and all proceeds
                         thereof;

                     (2) pursuant to Sections 364(c)(2), (c)(3)
                         and (d), for the sole benefit of the
                         Postpetition Secured Parties valid,
                         binding, enforceable, first priority and
                         perfected Liens in the Collateral,
                          which Liens are:

                          (i) subject only to:

                              (x) the Carve-Out,

                              (y) non avoidable, valid,
                                  enforceable and perfected Liens
                                  that are capitalized leases,
                                  purchase money security
                                  interests or mechanics' liens
                                  in existence on the date of
                                  filing for chapter 11 protection
                                  and

                              (z) Existing Liens; and

                     (3) senior priming liens on any Collateral
                         securing the First Lien Revolver, the
                         Second Lien Term Loan, and other
                         indebtedness of the Borrower and
                         Guarantor, either upon consent of the
                         affected secured parties or pursuant to
                         Section 364(d).

   Collateral:      The Collateral will include all assets and
                    properties of each of Debtors before and after
                    their filing for chapter 11 protection;
                    provided, however, that with respect the
                    Capital Stock of any Foreign Subsidiary
                    that is not a Canadian Subsidiary, the
                    Postpetition Liens will attach only to 66% of
                    the voting Capital Stock and 100% of the non-
                    voting Capital Stock thereof.

   Carve Out:       The Carve-Out consists of:

                     (a) unpaid fees of the Clerk of the
                         Bankruptcy Court and the U.S. Trustee
                         pursuant to 28 U.S.C. Section 1930(4);

                     (b) unpaid and allowed fees and expenses of
                         professional persons, retained by any
                         Debtor or any Committee pursuant to an
                         order of the Court, incurred prior to
                         notice by any Postpetition Agent that
                         the Carve-out is invoked; and

                     (c) unpaid and allowed fees and expenses, in
                         an aggregate amount not to exceed
                         $10,000,000, of Professionals incurred
                         subsequent to delivery of a Carve-Out
                         Trigger Notice.

Underwriting &
Agency Fees:        Dura Operating Corp. will pay:

                      -- 1.00% of the maximum amount of the DIP
                         Revolver, payable on the Incremental
                         Facilities Effective Date;

                      -- 1.50% of the maximum of the Fixed Asset
                         Facilities, payable:

                          (x) with respect to that portion of the
                              Underwriting Fees calculated with
                              respect to the Interim DIP
                              Facility, on the Closing Date, and

                          (y) with respect to the remaining
                              portion of the Underwriting Fees,
                              on the Incremental Facilities
                              Effective Date; and

                      -- agency fees to each of the DIP Agents
                         of $100,000 per annum.

                    The fees will be fully earned and
                    nonrefundable once paid.

   Expenses:        Dura Operating will reimburse the DIP Agents
                    for reasonable out-of-pocket expenses,
                    including an aggregate $500,000 evergreen
                    expense deposit, which will be evergreen
                    until the Closing Date.

   Flex Pricing:    GSCP may at any time after consultation
                    with Dura Operating, change the terms,
                    conditions, pricing or structure of any of
                    the Facilities if GSCP reasonably determines,
                    in its discretion, that the changes are
                    necessary to ensure the successful
                    syndication of any of the Facilities;
                    provided that:

                     (1) the total aggregate amount of the
                         Facilities remains unchanged;

                     (2) the overall weighted average interest
                         rates under the Facilities may not be
                         increased by more than 67.5 basis
                         points, determined on a combined basis;

                     (3) the amount of the Revolving Facility
                         may not be increased;

                     (4) prepayment premiums may not be required
                         with respect to the Revolving Facility
                         and the prepayment premium for the Term
                         Facility may not be increased or
                         extended;

                     (5) the maturity dates of the Facilities may
                         not be shortened;

                     (6) amortization may not be required under
                         the Facilities;

                     (7) a LIBOR Rate floor or minimum interest
                         rates may not be required;

                     (8) the mandatory prepayment provisions may
                         not be changed;

                     (9) negative covenants restricting
                         incurrence of Indebtedness, Fundamental
                         Changes, Disposition of Assets,
                         Acquisitions and Sales and Lease-backs
                         may not be changed;

                    (10) the financial covenants may not be
                         changed and additional financial
                         covenants may not be required; and

                    (11) a prohibition on voluntary prepayments
                         may not be imposed with respect to the
                         Facilities.

   Synthetic
   L/C Fees:        The DIP Agents will invest the amounts in the
                    Synthetic L/C Account in their discretion.
                    On each applicable interest payment date, the
                    DIP Agents will distribute to each Lender
                    under the Synthetic L/C Facility its pro rata
                    portion of any interest actually earned on
                    the amounts on deposit in the Synthetic L/C
                    Account.  Dura Operating will pay:

                     (i) each Issuer a fronting fee in an amount
                         to be agreed between the Borrower and
                         the Issuer of 25 basis points per annum
                         or the higher rate as agreed to between
                         Borrower and Issuer on the aggregate
                         face amount of the outstanding Synthetic
                         L/Cs issued by the Issuer and

                    (ii) the Lenders under the Synthetic L/C
                         Facility letter of credit participation
                         fees equal to the interest rate for
                         loans under the DIP Term Loan bearing
                         interest with reference to the reserve
                         adjusted Eurodollar Rate on the full
                         amount of the Synthetic L/C Facility.

                    Dura Operating will also pay the Issuers
                    customary issuance fees.

   Revolving
   L/C Fees:        Dura Operating agrees to pay to Lenders
                    having Revolving Exposure letter of credit
                    fees equal to:

                     (1) the Applicable Margin for Revolving
                         Loans that are Eurodollar Rate Loans,
                         times

                     (2) the average aggregate daily maximum
                         amount available to be drawn under all
                         the Letters of Credit.

                    Dura Operating agrees to pay directly to
                    Issuing Bank, for its own account, these
                    fees:

                     (i) a fronting fee equal to 0.25%, per
                         annum, or the higher rate as may be
                         agreed between Dura and the Issuing
                         Bank, times the average aggregate daily
                         maximum amount available to be drawn
                         under all Letters of Credit; and

                    (ii) the documentary and processing charges
                         for any issuance, amendment, transfer or
                         payment of a Letter of Credit as are in
                         accordance with the Issuing Bank's
                         standard schedule for the charges and as
                         in effect at the time of the issuance,
                         amendment, transfer or payment, as the
                         case may be.

   Prepayment Fee:  Optional prepayments or mandatory prepayments
                    in connection with proceeds of certain debt
                    or equity issuances of the Fixed Asset
                    Facilities made on or before the earlier of
                    the first anniversary of the Closing Date and
                    prior to the effective date of a plan of
                    reorganization will be subject to the payment
                    of a prepayment fee in an amount equal to 1%
                    of the principal amount prepaid.

   Interest Rate:   All amounts outstanding under the DIP
                    Facilities will bear interest:

                     (a) in the case of the DIP Revolver, at the
                         Borrower's option, (i) at the Base Rate
                         plus 0.75% per annum or, (ii) at the
                         reserve adjusted LIBOR Rate plus 1.75%
                         per annum; and

                     (b) in the case of the DIP Term Loan, at the
                         Borrower's option, (i) at the Base Rate
                         plus 1.50% per annum or (ii) at the
                         reserve adjusted LIBOR Rate plus 2.50%
                         per annum.

   Default
   Interest:        Following the occurrence and during the
                    continuance of an event of default, the
                    interest rates under the DIP Facility will
                    increase by an additional 2.00% per annum and
                    the additional interest will be payable on
                    demand.

   Charging
   Expenses
   Limitation:      Subject to and effective upon entry of the
                    Final DIP Order, except to the extent of the
                    Carve Out, no expenses of administration of
                    the Chapter 11 cases or any future proceeding
                    that may result therefrom will be charged
                    against or recovered from the Collateral
                    securing the DIP Obligations pursuant to
                    Section 506(c), without the prior written
                    consent of the DIP Agents.

   Events of
   Default:         The DIP Documentation contains customary
                    events of default.

   Financial
   Covenants:
                    Under the Revolving Credit Agreement, the
                    Debtors are required to maintain minimum
                    EBITDA:

                        Period                     MINIMUM EBITDA
                        ------                     --------------
                        11/01/06 - 01/31/07         ($11,516,665)
                        11/01/06 - 02/28/07          (13,100,498)
                        11/01/06 - 03/31/07           (9,785,196)
                        11/01/06 - 04/30/07          (11,265,601)
                        11/01/06 - 05/31/07          (10,094,956)
                        11/01/06 - 06/30/07           (8,016,354)
                        11/01/06 - 07/31/07          (18,871,520)
                        11/01/06 - 08/31/07          (17,622,862)
                        11/01/06 - 09/30/07          (14,986,584)
                        11/01/06 - 10/31/07          (12,326,569)
                        12/01/06 - 11/30/07           (8,981,480)
                        01/01/07 - 12/31/07           (9,030,154)

                    With respect to the Term Loan Credit
                    Agreement, the Debtors are required to
                    maintain:

                    (a) Minimum EBITDA

                        Period                     MINIMUM EBITDA
                        ------                     --------------
                        11/01/06 - 01/31/07          ($5,000,000)
                        11/01/06 - 02/28/07            3,449,945
                        11/01/06 - 03/31/07           12,782,777
                        11/01/06 - 04/30/07           17,206,170
                        11/01/06 - 05/31/07           22,405,451
                        11/01/06 - 06/30/07           31,785,513
                        11/01/06 - 07/31/07           27,779,599
                        11/01/06 - 08/31/07           29,072,155
                        11/01/06 - 09/30/07           45,324,997
                        11/01/06 - 10/31/07           52,586,795
                        12/01/06 - 11/30/07           55,358,832
                        01/01/07 - 12/31/07           56,176,951

                    (b) Maximum Consolidated Capital Expenditures

                                                       Specified
                        Fiscal Quarter             Quarterly Amt.
                        --------------             --------------
                        Two months ended 12/31/06    $22,005,225
                        Fiscal Qrtr ended 03/31/06    21,120,000
                        Fiscal Qrtr ended 06/30/06    21,120,000
                        Fiscal Qrtr ended 09/30/07    30,470,000
                        Fiscal Qrtr ended 12/31/07    30,470,000

By this motion, the Debtors ask the Court:

    (a) for authorization to borrow up to $300,000,000 of DIP
        Financing following a final hearing;

    (c) for authorization to repay, at the Final Hearing or as
        soon as practicable thereafter, their obligations owing
        under the $175,000,000 prepetition credit facility;

    (d) for authorization to execute and enter into the DIP
        Credit Agreement and related documents, and to perform
        the other and further acts as may be required in
        connection with the DIP Documents;

    (e) to grant superpriority claims to the DIP Lenders payable
        from, and having recourse to, all prepetition and
        postpetition property of the Debtors' estates and all
        proceeds thereof, in each case subject to the Carve-Out;

    (f) to schedule a final hearing to be held within 45 days of
        the Petition Date to consider entry of a Final DIP Order
        authorizing the balance of the borrowings and letter
        of credit issuances under the DIP Documents on a final
        basis.

A full-text copy of the Senior Secured Super-Priority Debtor-In-
Possession Revolving Credit and Guaranty Agreement is available
free of charge at http://ResearchArchives.com/t/s?1461

A full-text copy of the Senior Secured Super-Priority Debtor-In-
Possession Term Loan and Guaranty Agreement is available free of
charge at http://ResearchArchives.com/t/s?1462

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

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors' co-
counsel.  Baker & McKenzie acts as the Debtors' special counsel.
Togut, Segal & Segal LLP is the Debtors' conflicts counsel.
Miller Buckfire & Co., LLC is the Debtors' investment banker.
Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for.  As of July 2, 2006, the
Debtor had $1,993,178,000 in total assets and $1,730,758,000 in
total liabilities.  (Dura Automotive Bankruptcy News, Issue No. 1;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DURA AUTOMOTIVE: Seeks Court Nod to Use All Cash Collateral
-----------------------------------------------------------
DURA Automotive Systems, Inc., and its debtor affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to use all cash collateral existing on or after their filing for
chapter 11 protection subject to the First Lien Lenders' and
Second Lien Lenders' liens.

The Debtors have an urgent need for the immediate use of the Cash
Collateral pending the Final DIP Hearing, Mr. Collins tells the
Court.  He explains that the Debtors require use of the Cash
Collateral to, among other things, pay present operating expenses,
including payroll, and pay vendors on a going-forward basis to
ensure a continued supply of materials essential to the Debtors'
continued viability.  In addition, the DIP Financing is explicitly
conditioned on the Court granting the Debtors' use of the Cash
Collateral.

On May 3, 2005, Dura Operating Corp. entered into:

   (i) a five-year asset-based revolving credit facility of
       $175,000,000 -- the First Lien Revolver; and

  (ii) a six-year $150,000,000 senior secured second lien
       term loan -- the Second Lien Term Loan.

On March 29, 2006, the Second Lien Term Loan was amended to
include a new $75,000,000 junior tranche.

As of October 25, 2006, the total amount drawn on the First Lien
Revolver had increased to approximately $106,400,000 and the total
First Lien Revolver obligations, including $18,000,000 of
settlement costs associated with certain interest rate swap
contracts were approximately $124,400,000.  The total amount
outstanding under the Second Lien Revolver and the Second Lien
Term Loan was $225,000,000.

If approved, a portion of the proceeds of the $300,000,000 DIP
financing facility arranged by Goldman Sachs Capital Partners
L.P., General Electric Capital Corporation, and Barclays Capital
would be used to repay in full the indebtedness and other
obligations under the First Lien Revolver.  The repayment,
however, will not occur until the DIP Lenders fund the DIP
Facility upon entry of the Final DIP Order, Mark D. Collins, Esq.,
at Richards, Layton & Finger, P.A., in Wilmington, Delaware,
notes.

In addition, the liens securing the DIP Financing temporarily will
prime the liens securing the First Lien Revolver until the first
lien obligations are repaid.  Moreover, the liens securing the DIP
Financing will prime the liens granted to secure payment under the
Second Lien Agreements.

         Adequate Protection of the First Lien Lenders

A majority of the First Lien Lenders has consented to the Debtors'
entry into the DIP Facility and refinancing of the First Lien
Revolver.  As a condition to the consent, however, pending entry
of the Final DIP Order and refinancing of their debt, the First
Lien Lenders have requested, and the Debtors have agreed to,
certain adequate protection provisions.

To protect the First Lien Lenders from diminution, if any, in the
value of their interest in their collateral, the Debtors propose
to provide adequate protection in these forms:

   (a) except with respect to default rate interest and swap
       breakage costs, subject to Section 506(b), they will, on a
       calendar monthly basis thereafter until the repayment in
       full in cash of the First Priority Indebtedness made prior
       to filing for chapter 11 protection, promptly pay in cash
       all accrued but unpaid reasonable costs and expenses prior
       to the Debtors' filing for chapter 11 protection of the
       First Priority Agents for which an invoice was delivered to
       the Debtors;

   (b) reasonable fees and expenses, for which an invoice was
       delivered to the Debtors, of professionals engaged by any
       First Priority Lender prior to the Debtors' filing for
       chapter 11 protection, up to a maximum aggregate amount of
       $50,000 for all the fees and expenses of professionals
       engaged by all First Priority Lenders prior to the Debtors'
       filing for chapter 11 protection; and

   (c) all accrued but unpaid interest on the First
       Priority Indebtedness, prior to the date of filing for
       chapter 11 protection, at the non-default rate specified in
       the First Priority Credit Agreement, prior to chapter 11
       protection and all other reasonable fees, expenses, costs
       and charges provided under the First Priority Credit
       Agreement or any other First Priority Financing Document,
       prior to the filing for chapter 11 protection for which an
       invoice was delivered to the Debtors, in each case.

In connection with the repayment in full in cash of the
First Priority Indebtedness before the filing of the bankruptcy
case, the Debtors will promptly pay the accrued default interest
and any and all swap breakage costs outstanding under the First
Priority Credit Agreement or any other First Priority Financing
Document prior to the filing for chapter 11 protection.  The
Debtors will provide copies of any invoices to counsel for the
Agents before and after the filing for chapter 11 protection, the
Second Lien Committee and any Committee.

In addition, the Debtors have also agreed to these provisions:

   (a) Replacement Liens.  To the extent of any diminution in the
       Collateral prior to the filing for chapter 11 protection,
       replacement liens and superpriority administrative claims,
       which liens and claims will be, junior only to the
       Carve-Out, Permitted Liens, and the Liens and claims
       securing the DIP Obligations;

   (b) Debtors' Acknowledgement of Validity of Liens.  Subject to
       a 60-day investigation period for the official committee
       of unsecured creditors, the Debtors will acknowledge the
       validity, priority, and perfection of the claims and liens
       of the First Lien Representatives and First Lien Lenders
       and will waive any claims or causes of action against the
       First Lien Representatives and First Representatives;

   (c) Section 364(e) Protection.  To the extent applicable, the
       First Lien Representatives and First Lien Lenders receive
       the protections of Section 364(e);

   (d) Waiver of Section 506(c) Surcharge.  The Debtors waive the
       right to surcharge under Section 506(c) against the
       Collateral prior to chapter 11 protection filing and will
       not seek to prime the First Lien Lenders, or use the
       Collateral, other than pursuant to the terns set forth in
       the DIP Financing Motion and the DIP Order;

   (e) Termination Event.  Subject to reasonable notice prior to
       lifting of the automatic stay, consent to use of Cash
       Collateral terminates if the DIP Facility terminates or
       the Debtors do not make the First Lien Adequate Protection
       Payments;

   (f) Consent Requirement.  Nothing in the DIP Order will be
       deemed a finding of adequate protection for the non-
       consensual use of Cash Collateral;

   (g) 45-Day Limit to Use of Cash Collateral.  Unless the First
       Lien Representatives' and First Lien Lenders' otherwise
       consent, the First Lien Representatives' and First Lien
       Lenders' consent to the use of Cash Collateral will
       terminate unless:

        (i) within the 45 days of the Petition Date, the
            Court enters the Final DIP Order, and

       (ii) upon entry of the Final DIP Order, the First Lien
            Revolver has been refinanced;

   (h) Reservation of Indemnification Rights.  Subsequent to, and
       notwithstanding, refinancing of the First Lien Revolver,
       the First Lien Representatives and First Lien Lenders
       reserve the right to assert indemnification claims against
       the Debtors under the First Lien Agreements;

   (i) Reservation of Right to Seek Further Adequate Protection.
       Subject to the creditors committee's Investigation
       rights, the First Lien Administrative Agent reserves its
       right to seek further adequate protection or seek lifting
       of the automatic stay if refinancing of the First Lien
       Revolver does not occur upon entry of the Final DIP Order;
       and

   (j) Limitations on Use of Cash Collateral.

        i. Other than with respect to $25,000 that can be used by
           the Creditors Committee for the Investigation, no
           party, including the creditors committee, can use Cash
           Collateral to pursue actions, claims, or challenges
           against the First Lien Representatives or the First
           Lien Lenders; and

       ii. Cash Collateral will only be used in accordance with
           the DIP Documents and DIP Orders.

Mr. Collins also notes that the First Lien Lenders' interests are
also more than adequately protected by the existence of a
substantial equity cushion.

According to Mr. Collins, despite the comprehensive nature of the
proffered adequate protection measures, the Debtors are given to
understand that a minority of First Lien Lenders may not have
agreed to consent to being primed on an interim basis until entry
of the Final DIP Order.

The Debtors nonetheless do not expect that any First Lien Lender
will object to entry of the Interim DIP Order.  If there is an
objection, the Debtors are prepared to go forward to establish
that the First Lien Lenders are adequately protected, Mr. Collins
avers.

          Adequate Protection of Second Lien lenders

The Debtors also seek to provide adequate protection to the Second
Lien Lenders on account of the Debtors' continuing use of their
Cash Collateral and the priming of the Second Lien Term Loan by
the DIP Facility.

The Debtors have reached an interim agreement on adequate
protection terms with the Ad Hoe Committee of Second Lien Lenders,
which holds or controls a majority in principal amount outstanding
under the Second Lien Term Loan.

The Interim DIP Order will state that for the avoidance of doubt,
the Debtors, the DIP Agents and the DIP Lenders acknowledge that
the Second Lien Lenders have stated that they do not consent and
do not currently intend to consent to the entry of the Final Order
unless certain changes are made to the Final Order compared to the
Interim Order.

If, by the Final Hearing, the Debtors and the Second Lien
Committee cannot reach a full and final accord, the Debtors
reserve their right to seek Court approval of the repayment of the
First Lien Revolver, use of Cash Collateral and priming over the
objection of the Second Lien Committee.

As adequate protection to protect the Second Lien Lenders from
diminution, if any, in the value of their interest in their
collateral, the Debtors propose that:

   (a) they will timely make current cash payment of interest on
       each monthly "Interest Payment Date" starting with
       December 1, 2006 and for the next succeeding five monthly
       Interest Payment Dates, at the rate equal to the greater
       of:

         (x) LIBOR plus 4.75% per annum plus the difference, if
             any, between (i) the weighted average Flex and (ii)
             6.75% and

         (y) the rate applicable to the DIP Term Loan plus 1.55%
             per annum.

       Notwithstanding this Stated Rate, the Second Lien
       Committee has asserted that the appropriate contractual
       (non-default) rate under the Second Lien Credit Agreement
       is the "Base Rate" option, and the Second Lien Lenders or
       the Second Priority Representative will be entitled to
       assert that the increment between the Stated Rate and the
       "Base Rate" option should continue to accrue as part of
       the claims under the Second Lien Credit Agreement.  At the
       same time, the parties have agreed that, for so long as
       the monthly interest payments at the Stated Rate are
       timely paid, the contractual default rate under the Second
       Lien Credit Agreement will be deemed to have been waived.

       The interest payment due on December 1 will include all
       interest accrued to the date (at the Stated Rate),
       provided that if the Final DIP Order has not been entered
       on or before the date, the first and second interest
       payments will both occur on January 2, 2007 and will
       include the amounts that otherwise would have been paid on
       December 1, 2006 in addition to the amounts owing on
       January 2, 2007;

   (b) on a monthly basis, the Debtors will reimburse the
       reasonable fees and expenses of:

        (i) Lazard Freres & Co. LLC, the financial advisor to
            the Second Lien Committee in the amount of $150,000
            per month plus expenses;

       (ii) Bingham McCutchen LLP, lead counsel to the Second
            Lien Committee, together with Delaware counsel and,
            upon notice to the Debtors, other local counsel
            reasonably necessary to protect the interests of the
            Second Lien Committee;

      (iii) JPMorgan Chase Bank, N.A., as the Second Lien
            Administrative Agent, including its contractual agent
            fees and the fees and expenses of its counsel, but in
            each case only to the extent reasonably necessary to
            administer the Second Lien Credit Agreement and
            without duplication of the services rendered by
            counsel to the Second Lien Committee, and

       (iv) Wilmington Trust Company as the Second Lien
            Collateral Agent including its contractual agent fees
            and the fees and expenses of its counsel, but in each
            case only to the extent reasonably necessary to
            administer the Second Lien security agreements and
            without duplication of the services rendered by
            counsel to the Second Lien Committee or counsel to
            the Second Lien Administrative Agent; and

   (c) the monthly interest payments will continue to be timely
       paid by the Debtors after the sixth monthly interest
       payment, unless, on no shorter than 20 days' notice, the
       Debtors will obtain a Court order permitting the Debtors
       to discontinue making any or all of the monthly interest
       payments falling due after the entry of the Court order.
       In all events, the Second Lien Adequate Protection
       Obligations will remain in full force and effect unless
       the Court orders otherwise;

   (d) If they timely make 12 consecutive interest payments
       starting with the first interest payment, any prepayment
       fee arising under the Second Lien Credit Agreement will be
       deemed to have been waived; and

   (e) to the extent of any diminution in the Collateral prior to
       the filing for chapter 11 protection, replacement liens and
       superpriority Administrative claims, which liens and claims
       will be junior only to the Carve-Out, Permitted Liens, the
       Liens and claims securing the DIP Obligations, the liens
       And claims securing the First Lien Revolver, and the
       replacement liens and superpriority claims of the First
       Lien Representatives and the First Lien Lenders as part of
       the First Lien Adequate Protection Obligations.

Additionally, the Debtors stipulate that:

   (i) the DIP Facility commitments will not exceed $300,000,000;

  (ii) they waive the right to surcharge under Section 506(c)
       against the Collateral before the chapter 11 protection
       filing and will not seek to prime the Second Lien Lenders,
       or use the Collateral, other than pursuant to the terms set
       forth in this motion and the DIP Order; and

(iii) nothing in the DIP Order will be deemed a finding of
       adequate protection for the non-consensual use of Cash
       Collateral.

         Debtors Say Provisions are Fair & Reasonable

The Debtors believe that the Adequate Protection Obligations are
sufficient to protect any diminution in the value of the Secured
Lenders interests', prior to the filing for chapter 11 protection
during the period their collateral is used by the Debtors, and are
fair and reasonable.

Accordingly, the Debtors ask the Court to enter an interim and
final order:

    (a) authorizing them to use the Cash Collateral;

    (b) granting the Secured Lenders prior to the bankruptcy case,
        adequate protection with respect to, inter alia, the use
        of the Cash Collateral and all use and diminution in the
        value of the Collateral prior to the filing for chapter 11
        protection;

    (c) approving the Debtors' stipulations with respect to the
        First Lien Agreements and Second Lien Agreements and the
        liens and security interests arising therefrom; and

    (d) limiting their right to surcharge against collateral
        pursuant to Section 506(c).

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

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors' co-
counsel.  Baker & McKenzie acts as the Debtors' special counsel.
Togut, Segal & Segal LLP is the Debtors' conflicts counsel.
Miller Buckfire & Co., LLC is the Debtors' investment banker.
Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for.  As of July 2, 2006, the
Debtor had $1,993,178,000 in total assets and $1,730,758,000 in
total liabilities.  (Dura Automotive Bankruptcy News, Issue No. 1;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


EDINA DEVELOPMENT: Case Summary & 54 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Edina Development Corporation
        700 Bunker Lake Road
        Anoka, MN 55303
        Tel: (763) 323-9086

Bankruptcy Case No.: 06-42532

Debtor-affiliates that filed separate chapter 11 petitions on
October 31, 2006:

      Entity                                     Case No.
      ------                                     --------
      Rodeo Hills, LLC                           06-42515
      Water's Edge Development, LLC              06-42516

Chapter 11 Petition Date: November 1, 2006

Court: District of Minnesota (Minneapolis)

Judge: Dennis D. O'Brien

Debtor's Counsel: Joel D. Nesset, Esq.
                  Henson Efron, P.A.
                  220 South Sixth Street, Suite 1800
                  Minneapolis, MN 55402
                  Tel: (612) 339-2500

                           Estimated Assets    Estimated Debts
                           ----------------    ---------------
Edina Development          $1 Million to       $1 Million to
Corporation                $100 Million        $100 Million
Rodeo Hills, LLC           Unknown             $0 to $50,000
Water's Edge Development,  Unknown             $0 to $50,000
LLC

A. Edina Development Corporation's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
SJ Louis Construction                      $210,533
P.O. Box 1373
St. Cloud, MN 56302

Kuechle Underground                         $58,006
20 Main St. N.
P.O. Box 509
Kimball, MN 55353

WHKS & Co.                                  $52,850
2905 South Broadway
Rochester, MN 55904

Wilkerson & Hegna                           $49,071
7300 Metro Blvd.
Edina, MN 55439

Henry Construction                          $43,950
6633 115th Ave. NE
Foley, MN 56329

Berglund and Baumgartner, Ltd.              $40,671
2140 Fourth Ave. N.
Anoka, MN 55303

T&J Concrete and Masonry                    $27,130
17720 Highway 65 NE
Ham Lake, MN 55304

Mansfield Tanick & Cohen                    $24,674
1700 US Bank Plaza
220 S. 6th Street
Minneapolis, MN 55402

BP Pipelines                                $19,635

John Oliver and Assoc.                      $12,839
580 Dodge Ave.
Elk River MN 55330

Anderson Engineering of MN, LLC             $12,116
13605 1st Ave. N., Suite 100
Plymouth, MN 55441

MBE Inc.                                    $12,019
P.O. Box 1056
530 River St. S.
Delano, MN 55328

John Oliver and Assoc.                      $11,181
580 Dodge Ave.
Elk River, MN 55330

Lowertown Advertising                        $9,768
509 Sibley St., Suite 650
St. Paul, MN 55101

Doucettes Landscaping and Contracting        $7,300
16401 Ramsey Lane
Little Falls, MN 56345

Schumacher Excavating, Inc.                  $7,054
155770 440 St.
Zumbrota MN 55992

Plowe Engineering                            $6,688
9180 Lexington Ave. NE
Circle Pines, MN 55014

McCombs Frank Roos Assoc.                    $6,295
14800 28th Ave N.
Plymouth, MN 55447

New Look Contracting                         $5,531
19696 County Rd. 72
Elk River, MN 55330

New Home Sales Coach                         $5,000
8420 153rd Place
Savage, MN 55378

B. Rodeo Hills, LLC's 26 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Mathiowetz Construction Company, Inc.      $251,689
30676 County Road 24
Sleepy Eye, MN 56085

Anderson Engineering of MN, LLC            $187,702
13400 15th Avenue North, Suite B
Plymouth, MN 55441

Millpond Designs                            $44,361

Northland Landscaping, LLC                  $36,797
300 6th Avenue South
Sartell, MN 56377

SKD Architects, Inc.                        $22,114

Franklin Outdoor Advertising                $14,312
P.O. Box 218
Albertville, MN 55301

DJR Architecture, Inc.                       $7,516

St. Cloud Times                              $6,644
P.O. Box 1636
St. Cloud, MN 56302

Lowertown Advertising, Inc.                  $5,939
287 East Sixth Street, Suite 550
St. Paul, MN 55101

GVA Marquette Advisors                       $4,875
333 7th Street
Minneapolis, MN 55402

Ehlinger Lawn Service                        $4,635
P.O. Box 286
Avon, MN 56310

Wilkerson & Hegna, PLLP                      $4,141
Corporate Center III, Suite 300
7300 Metro Blvd.
Edina, MN 55439

Melrose Electric, Inc.                       $4,039

Red Barn Ridge                               $2,625

Mark J. Traut Wells, Inc.                    $1,580

TNT Seeding                                  $1,376

Peterson, Fram & Bergman                       $862
50 East Fifth Street, Suite 300
St. Paul, MN 55101

Van's Flags & Flag Poles                       $621
1034 33rd Street South
St. Cloud, MN 56301

Qwest                                          $502
P.O. Box 173821
Denver, CO 80217

Site+ Landscape Architecture &                 $491
Planning
300 East Locust Street, Suite 313
Des Moines, IA 50309

McCombs Frank Roos Associates, Inc.            $477
15050 23rd Avenue North
Plymouth, MN 55447

American Arbitration Association               $325
13455 Noel Road
Suite 1750
Dallas, TX 75240

Property Source                                $325

Benton Soil & Water Conservation               $250
14 W. 2nd Avenue
Foley, MN 56329

PR Advantage                                   $142

Salisbury Industries                            $84

C. Water's Edge Development, LLC's 8 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Wilkerson & Hegna, PLLP                     $20,646
Corporate Center III
7300 Metro Blvd.
Edina, MN 55439

SKD Architects, Inc.                         $2,209
11140 Highway 55, Suite A
Plymouth, MN 55441

Buffalo Fire & Rescue                        $1,200
212 Central Avenue
Buffalo, MN 55313

Goodale Transfer, Inc.                       $1,154
1931 44th Street NE
Buffalo, MN 55313

John Oliver & Associates, Inc.                 $910
580 Dodge Avenue
Elk River, MN 55330

McCombs Frank Roos Associates, Inc.            $485
1050 23rd Avenue N.
Plymouth, MN 55447

Gries & Lenhardt, PLLP                         $340
12725 43rd Street NE, Suite 201
St. Michael, MN 55376

Greener Alternative, Inc.                       $72
6451 McKinley Street NW, Suite H
Ramsey, MN 55303


EL PASO NATURAL: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its Ba1 corporate
family rating on El Paso Natural Gas Company.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Nts, 7.625%
   due 2010               Ba2      Ba1     LGD3       35%

   Nts, 8.375%
   due 2032               Ba2      Ba1     LGD3       35%

   Debs, 7.5%
   due 2026               Ba2      Ba1     LGD3       35%

   Debs, 8.625%
   due 2022               Ba2      Ba1     LGD3       35%

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

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

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

El Paso Corporation -- http://www.elpaso.com/-- provides natural
gas and related energy products.  The company owns North America's
largest natural gas pipeline system and one of North America's
largest independent natural gas producers.


ENERGY TRANSFER: Fitch Rates Planned $1.3 Bil. Senior Loan at BB
----------------------------------------------------------------
Fitch Ratings has initiated rating coverage on Energy Transfer
Equity, L.P. by assigning these new ratings:

     -- Issuer Default Rating (IDR) 'BB-';

     -- Proposed $1.3 billion senior secured series B term loan
        maturing Nov. 1, 2012 'BB';

     -- $150 million outstanding senior secured term loan maturing
        Feb. 8, 2012 'BB';

     -- $500 million outstanding senior secured revolving credit
        facility maturing Feb. 8, 2011 'BB'.

ETE's Rating Outlook is Stable.

In assigning a rating to the senior secured credit facilities,
Fitch considered the financial and operating characteristics of
Energy Transfer Partners, L.P. (ETP; rated 'BBB-' with a Positive
Rating Outlook by Fitch), the standalone credit profile of ETE,
and the expected recovery for senior secured creditors of ETE
under distressed conditions.

The series B term loan, along with new ETE equity, is being used
to fund the purchase of $1.2 billion of ETP limited partner (LP)
units.  ETP will use the proceeds to finance the first step of its
acquisition of Transwestern Pipeline Co.  In a concurrent
transaction, ETE will purchase the remaining 50% of ETP incentive
distribution rights it doesn't own from an affiliate company,
Energy Transfer Investments, L.P., through the exchange of
$2.4 billion new ETE LP units and the assumption of $70 million of
ETI indebtedness.

The senior secured credit facilities are governed by ETE's
existing Amended and Restated Credit Agreement dated July 14, 2006
to be further amended by a First Amendment dated Nov. 1, 2006.
The First Amendment increases the exiting term loan facility to
$1.45 billion from $150 million to allow for the placement of the
series B term loan.  The senior secured debt has a first priority
interest in all tangible and intangible assets of ETE including
approximately 62 million ETP LP units and ETP's 2% general partner
interest, including 100% of the incentive distribution rights of
ETP.

Fitch has prepared proforma and projected cash flow analysis for
ETE.  Fitch considers first year debt to EBITDA and EBITDA to
interest for ETE of approximately 4.0 times (x) and 3.5x,
respectively, as reasonable for master limited partnership holding
company structures and believes the debt at ETE does not present
an inordinate amount of risk for ETE or ETP given the amount and
predictability of its cash flow stream.  With the TWP purchase and
several large organic growth projects becoming operational in the
coming months, ETP's upstream distributions should increase and as
a result, ETE's cash flow ratios will strengthen.  However, Fitch
recognizes that ETE's outstanding debt at Nov. 1, 2006, of
$1.616 billion is substantial and that ETE's ability to refinance
the debt in the future could be impaired by deteriorating capital
market conditions.

In assigning the ratings, Fitch also considered recovery prospects
for senior secured lenders in a distressed situation.  Based on
the value to loan definition in the ETE credit agreement, at
current market prices the senior secured lenders would have
recovery valuations of approximately of approximately 385%.
Moreover, under reasonable stress case scenarios Fitch found that
100% recoveries for creditors were likely.  A favorable
consideration is ETP's conservative distribution practices and
high level of retained cash, which provide a substantial financial
cushion.

Fitch most recently affirmed ETP's unsecured debt and IDR at
'BBB-' on Sept. 15, 2006 following the company's announcement that
it had entered into agreements to purchase TWP from GE Energy
Financial Services and Southern Union Gas Company in a series of
transactions valued at $1.465 billion.  On Oct. 19, 2006, Fitch
assigned a 'BBB-' rating to ETP's new $800 million of senior
notes.  ETP, an MLP, is engaged in the natural gas pipeline,
storage, and midstream business through its operating
subsidiaries.

ETP's Positive Rating Outlook reflects the improving operating
performance of its integrated Texas natural gas assets, the
increasing scale, scope, and diversity of its operations, strong
quantitative credit measures, a conservative distribution policy,
a favorable near-term regional natural gas supply situation from
expanding Barnett Shale and Bossier Sands development, and the
expected benefits of ongoing pipeline expansions.  In addition, on
Oct. 3, 2006, ETP announced it had entered into an agreement with
CenterPoint Energy Resources Corp to convert its legacy merchant
gas supply contracts for service into Houston to more predictable,
long-term fixed-fee transportation and storage contracts.  As a
result, effective March 1, 2007, ETP's obligation to finance
seasonal natural gas storage inventory will be eliminated.  Given
its current funding plans for the TWP purchase, Fitch also expects
ETP's consolidated credit measures to remain consistent with its
long-term targets throughout the TWP purchase and integration.

In addition to the execution risk associated with the TWP
transaction, of moderate concern is the ongoing event and
integration risks inherent in its active growth strategy and the
structurally subordinated position of the ETP notes to
approximately $306 million of secured notes and bank debt at
subsidiary Heritage Operating, L.P. and an undetermined amount of
debt anticipated for TWP.  In its analysis of ETP, Fitch also
considers the long-term exposure to changes in commodity price and
supply conditions across all operations and the structural
relationships between affiliated companies, including ETE.

ETP's distribution coverage and credit ratios are among the
strongest for its peer group of investment grade pipeline MLPs.
For fiscal year ended Aug. 31, 2006, Fitch expects total debt,
including temporary inventory borrowings, to EBITDA and EBITDA to
interest to approximate 3.5x and 6.5x, respectively.  Debt to
EBITDA could drop below 3.0x as seasonal natural gas and propane
borrowings are repaid and the financial benefits of the TWP and
May 2006 Titan propane acquisitions and ongoing pipeline
expansions are recognized.  Fitch expects ETP's distribution
coverage ratio (distributable cash flow to partnership
distributions) for fiscal 2006 to approximate 1.4x, resulting in
retained cash in excess of $150 million.

ETP's largest ongoing expansion project involves the construction
of a series of wide-diameter pipeline extensions from the Fort
Worth Basin and other regional producing basins running east and
southeast to the Carthage, Texas hub and interconnections with
several interstate systems.  Total estimated cost for the project
is approximately $1.3 billion with the final phase targeted for
completion in November 2007.  ETP has recently announced the
completion of phase one of the project and it remains on schedule.
Approximately $420 million had been incurred on the project
through May 31, 2006.  Reports indicate that ETP has contracted
with several shippers representing 1.7 billion cubic feet per day
of capacity.  At this level of shipper participation, the
expansion should provide ETP a profitable return on its investment
even if throughput levels are below expectations.

Fitch believes that the long-term credit ratios targeted by ETP in
its financial policy are generally consistent with a 'BBB' rating
given the company's blended business risk and scale of operations.
They include: debt to EBITDA of 3.25x or less, interest coverage
of greater than 5.0x, and a distribution coverage of 1.2x.
Specific factors that Fitch would consider that could lead to a
rating upgrade to 'BBB' include: the successful completion of its
ongoing pipeline expansion projects; the completion of the
purchase and permanent funding of TWP; and a continuation of ETP's
conservative financial policy and strong operating results.
However, such an upgrade at ETP would not necessarily result in an
upgrade of ETE's rating.


ENERGY TRANSFER: Moody's Rates Proposed $1.3 Billion Loan at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Energy
Transfer Equity, L.P.  Moody's assigned a Ba2 rating and a Loss-
Given-Default rating of LGD 5, 88% to ETE's senior secured credit
facilities which consist of an existing $500 million revolving
credit facility, an existing $150 million Term Loan A, and a
proposed $1.3 billion Term Loan B.  ETE owns the general partner
interest of Energy Transfer Partners, L.P. as well as ETP's
incentive distribution rights and a substantial amount of ETP's
limited partner units.  Proceeds from the proposed Term Loan B
will be used to purchase additional ETP LP units.  The rating
outlook is stable.

Moody's also assigned a Ba1 Corporate Family Rating and a Ba1
Probability-of-Default Rating to the Energy Transfer group which
reflects the combined credit strength and leverage of both ETE and
ETP.  The ratings were placed at the ETE level because it is the
uppermost rated entity in the group.  It is useful to view both
entities together in such a manner because all debt ultimately is
supported by cash flow generated at ETP.  Pro forma for
contemplated transactions, total group debt will be approximately
$4.5 billion, which is supported by ETP's estimated pro forma
fiscal 2006 EBITDA of $970 million.  This implies total group
leverage of about 4.6x.

Moody's expects Energy Transfer's total group leverage to decline
to around 4.25x by the end fiscal 2007, reflecting growth in
EBITDA over the period as well as expected financing needs related
to ETP's expansion projects.  If total group leverage were to
approach 5x, the ratings of both ETE and ETP could be pressured.
Moody's observes that the credit facilities contain a covenant
that specifies a maximum consolidated leverage ratio of 5.5x.

ETE's cash flow is derived entirely from the distributions it
receives from ETP.  Including the acquisition of $1.2 billion of
ETP LP units on November 1, 2006, ETE now owns 62.5 million LP
units of ETP.  In addition, ETE owns ETP's 2% GP interest and
100% of ETP's IDR's.

ETP has consistently increased its distributions over the last
several years, increasing its per unit distribution from $1.75 as
of the end of 2004 (split-adjusted) to $3.00 currently on an
annualized basis.  These increases are the result of the growth at
ETP due to acquisitions and contributions from expansion projects.
While there is not certainty of increasing distributions, it is
likely given ETP's history and growth potential.  ETE's cash flows
are supported by the MLP business model, which depends on
consistent distributions.  MLP partnership agreements require that
the partnership distribute its excess cash flow on a quarterly
basis, so MLP's rely on access to the capital markets to finance
their growth.  Consistent distribution payments are necessary to
ensure continued access to additional common units and debt
capital.

The Ba2 rating on ETE's credit facilities is one notch below the
CFR and two notches below ETP's Baa3 senior unsecured rating
because ETE's debt holders are structurally subordinate to debt
holders at ETP.  Debt at ETP must be satisfied before unitholders,
including ETE, receive distributions.

In addition, there are no restrictions prohibiting ETP from
incurring additional business risk or leverage that could further
disadvantage ETE debt holders.  Even though ETE controls ETP, the
degree of structural subordination is more severe than in typical
situations involving debt issued at a Holdco supported by cash
flows generated by a wholly-owned Opco.  This is because both ETP
and ETE are separate, publicly traded entities with different
groups of unitholders.  In the event of a default at ETP, ETE debt
holders would be in the same position as ETP unitholders.

On November 1, 2006, ETP completed the first of two transactions
related to the acquisition of Transwestern Pipeline, LLC.  In the
first transaction, ETP will acquire the 50% ownership interest in
CCE Holdings, LLC owned by GE Energy Financial Services and
certain other investors.  In the second transaction, expected to
be completed on or about December 1, 2006, CCEH will redeem ETP's
50% ownership interest in exchange for 100% ownership of
Transwestern after which Southern Union will own all of the member
interests of CCEH.  At the time the agreements to acquire
Transwestern were announced, ETP indicated that it intended to
finance more than 50% of the purchase price with equity, to be
issued prior to or simultaneous with closing.  The borrowings at
ETE under its expanded credit facilities were used to acquire $1.2
billion of ETP LP units.

Even though 50% of the Transwestern purchase price is only about
$750 million, the additional equity is needed at the ETP level to
fund a portion of the recently completed acquisition of Titan
Energy Partners, L.P. as well as growth expenditures related to
its East Texas expansion projects.

In addition to the acquisition of LP units from ETP for cash, ETE
also acquired, in an exchange of shares, the 50% of IDR's that it
currently does not own from affiliate, Energy Transfer
Investments, L.P.

ETE's rating further reflects its own leverage.  On pro forma
basis, ETE will have approximately $1.6 billion drawn on its
credit facilities and ETE's debt/EBITDA on a stand-alone basis is
expected to be about 4x at an annualized distribution rate of
$3.00 per LP unit.  On a pro forma basis, ETP's debt/EBITDA on a
stand-alone basis is about 3.  It is the effect of double leverage
that causes total group debt/EBITDA to be about 4.6x. The credit
facilities are secured by a first priority security interest in
all of ETE's assets which consist of 62.5 million in ETP LP units,
ETP's 2% GP interest, and 100% of ETP's IDR's.  The value of the
LP units is about $3.1 billion, which covers the $1.6 billion
expected to be drawn under the credit facilities 1.9x before
giving any credit to the substantial value associated with ETE's
ownership of ETP's IDR's.

The stable rating outlook at ETE reflects the stable rating
outlook at ETP and the expectation of continued cash flow growth
and consistent distributions.  The stable outlook also considers
delevering at ETE through expected growth in EBITDA at ETP which
translates into growth in distributions to ETE.

While the credit facilities permit ETE to make voluntary
prepayments, none are expected as ETE will likely maintain
distribution coverage of about 1x.

Moody's ratings on the credit facilities are subject to a review
of final documentation.

Energy Transfer Equity, L.P. is headquartered in Dallas, Texas.


ENRON CORP: To Get $144 Million Cash Settlement from Barclays PLC
-----------------------------------------------------------------
Enron Corp. reached an agreement on Nov. 3, 2006, with Barclays
PLC to settle Barclays portion of the Enron bankruptcy litigation.
According to the terms of the agreement, Barclays will pay Enron
$144 million in cash and Enron will allow Barclays claims filed in
the bankruptcy totaling $310 million.

"The Barclays agreement is the ninth settlement reached with the
financial institutions," John J. Ray III, Enron's Board Chairman,
said.  "[The] announcement reflects our determination to resolve
the litigation and continue to deliver value to creditors as
quickly as possible, and reflects the lesser role played by
Barclays relative to others involved in the litigation."

The settlement remains subject to the execution of definitive
agreements and the approval of the U.S. Bankruptcy Court for the
Southern District of New York Financial institutions yet to settle
with Enron include Citigroup Inc. and Deutsche Bank AG.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Albert Togut, Esq., at Togut Segal & Segal LLP and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges LLP represent the Debtor.  Jeffrey
K. Milton, Esq., at Milbank, Tweed, Hadley & McCloy LLP represents
the Official Committee of Unsecured Creditors.


ENRON CORP: Allows AT&T's Administrative Claim for $1,763,928
-------------------------------------------------------------
To resolve their disputes, Enron Corp. and its debtor-affiliates
entered into a stipulation with AT&T Corp., which provides that:

   (1) AT&T's Administrative Claim will be reduced and allowed
       for $1,763,928;

   (2) the Reorganized Debtors will pay to AT&T the Claim as
       follows:

       Debtor Party                              Amount
       ------------                              ------
       Enron Broadband Services, Inc.        $1,119,530
       Enron North America Corp.                  9,416
       Enron Corp.                               26,735
       Enron Communication Leasing Corp.         23,238
       Enron Energy Services, Inc.               21,518
       Enron Net Works LLC                     $563,491

   (3) AT&T will waive, release and discharge the Reorganized
       Debtors and the applicable Debtors from any and all claims
       relating to the Motion to Compel, the Claim, the
       Agreements and the AT&T Circuits; and

   (4) AT&T will withdraw its Motion to Compel with prejudice.

On July 3, 2003, AT&T filed a motion asking the Court to compel
the Debtors to immediately pay its administrative expenses
of $6,916,189.  AT&T claims that it provided postpetition
telecommunication services to the Debtors through the AT&T
circuits.

The Reorganized Debtors responded that a portion of the Claim is
not entitled to administrative expense priority because they did
not derive any postpetition benefit from AT&T's alleged services,
and did not utilize the AT&T Circuits.

                       About Enron Corp.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Albert Togut, Esq., at Togut Segal & Segal LLP and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges LLP represent the Debtor.  Jeffrey
K. Milton, Esq., at Milbank, Tweed, Hadley & McCloy LLP represents
the Official Committee of Unsecured Creditors.  (Enron Bankruptcy
News, Issue No. 179; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ENRON CORP: Allows Aegis Ltd. Claims for $16,716,768
----------------------------------------------------
Enron North America Corp. and Associated Electric & Gas Insurance
Services Limited have entered into a stipulation to resolve
their dispute regarding AEGIS Ltd.'s Weather Contract Claims with
Enron North.  They agree that:

   (1) Claim No. 14104 will be allowed as a Class 5 Allowed
       General Unsecured Claim against ENA for $8,358,384;

   (2) Claim No. 14127 will be allowed as a Class 185 Allowed
       Guaranty Claim against Enron for $8,358,384;

   (3) all scheduled liabilities related to the AEGIS Claims will
       be expunged in their entirety with prejudice;

   (4) they will not assert any claim related to or based on a
       document referred to as ENA Contract No. WR1104; and

   (5) pursuant to Section 553 of the Bankruptcy Code, the Plan
       and any other applicable law, the parties reserve their
       right to assert a setoff against Claim Nos. 14104 and
       14127 and contest the assertion of a right of set-off
       alleged by a party.

Enron North and AEGIS are parties to an ISDA Heating Degree Day
Floor Option, also known as the Weather Contract, dated
Oct. 14, 1999, and the effective date of the Contract was
Oct. 1, 1999.

In connection with the Weather Contract, Enron Corp. and AEGIS
entered into a Guaranty Agreement dated Oct. 12, 1999, in
which Enron agreed to guaranty ENA's performance under the
Contract.

On Sept. 30, 2002, AEGIS filed an application with the Court
to compel ENA to assume or reject the Weather Contract, which the
Court approved on Oct. 31, 2002.  The Weather Contract was
rejected on Nov. 30, 2002.

On Oct. 15, 2002, AEGIS filed Claim No. 14104 as a general
unsecured claim for $37,295,000 against ENA based on the Weather
Contract.  On the same date, AEGIS filed Claim No. 14127 as a
general unsecured claim for $37,295,000 against Enron based on
the Enron Guaranty.

On Jan. 9, 2004, the Debtors filed an objection to the
allowance of the AEGIS Claims, arguing that the amount of each of
the AEGIS Claims was overstated.  On Sept. 2, 2004, the
Debtors filed a supplemental objection to the AEGIS Claims,
objecting to the contingent and unliquidated portions of the
Claims.

On Jan. 11, 2006, the Reorganized Debtors filed a second
supplemental objection to AEGIS' Claims, stating in the objection
their legal position with respect to the proper rejection damages
calculations.

                       About Enron Corp.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Albert Togut, Esq., at Togut Segal & Segal LLP and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges LLP represent the Debtor.  Jeffrey
K. Milton, Esq., at Milbank, Tweed, Hadley & McCloy LLP represents
the Official Committee of Unsecured Creditors.  (Enron Bankruptcy
News, Issue No. 179; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ENTERGY NEW: Class Action Plaintiffs Oppose Disclosure Statement
----------------------------------------------------------------
The Gordon and Lowenburg Plaintiffs object to the adequacy of
Entergy New Orleans, Inc.'s Disclosure Statement explaining its
Chapter 11 Plan of Reorganization Plan on grounds that the
Disclosure Statement fails to:

   (1) describe how ENOI arrived at "zero" estimates for the
       Gordon and Lowenburg Claims;

   (2) describe how the intercompany claims were determined and
       allocated, particularly in view of the conflicting
       interest of ENOI's parent and affiliates; and

   (3) adequately describe the Gordon and Lowenburg suits because
       the description contained in the Disclosure Statement is
       incomplete and inaccurate.

Michael H. Piper, Esq., at Steffes, Vingiello McKenzie, LLC, in
New Orleans, Louisiana, also argues that the Disclosure Statement
fails to provide a means for estimation of the unsecured claim of
the more than 180,000 ratepayers, nor provide a procedure for the
ratepayers to vote on the Plan.  Additionally, the Disclosure
Statement fails to describe how ENOI intends to treat the
liability to the ratepayers if either the Gordon and Lowenburg
Plaintiffs, or both, are successful on appeal.

The Gordon and Lowenburg Plaintiffs claim that ENOI has
deliberately chosen not to provide the 180,000 ratepayers with:

   (i) copies of the Disclosure Statement and Plan,

  (ii) notice of their claims and notice of their rights under
       the Plan, and

(iii) a notice as to how their rights are affected by the Plan,
       specifically the discharge and injunction provisions.

Mr. Piper argues that as a matter of due process, the ratepayers
and the members of the Gordon and Lowenburg putative classes must
receive copies of the Disclosure Statement and Plan, and a proper
notice of the existence of their rights in the Gordon and
Lowenburg claims, including the claims on appeal, the stayed
Gordon Antitrust Putative Class Action and the Lowenburg class
Action Suit to be refiled.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 26; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ENTERGY NEW ORLEANS: Court Extends Exclusivity Periods
------------------------------------------------------
Notwithstanding Entergy New Orleans, Inc.'s filing of a Chapter 11
Plan of Reorganization and an accompanying Disclosure Statement on
Oct. 23, 2006, the U.S. Bankruptcy Court for the Eastern District
of Louisiana extends until Nov. 15, 2006, the time within which
ENOI has the exclusive right to file a plan, and until
Dec. 22, 2006, the time within which it can solicit acceptances
for the plan.

                Creditors Committee Objects

Prior to Court's order, the Official Committee of Unsecured
Creditors asserts that ENOI's third motion to extend its exclusive
right to file a Chapter 11 plan and solicit acceptances for the
plan is nothing more than a restatement and refinement of its
first and second motions to extend its exclusive periods.

ENOI in effect is asking the Court to allow an indefinite
extension of its exclusive periods until it determines that all
purported "contingencies" advanced by it in the first, second and
third motions are "resolved," Philip K. Jones, Esq., at Liskow &
Lewis, APLC, at New Orleans, Louisiana, notes.

Mr. Jones argues that ENOI's regurgitation of "contingencies" does
not satisfy its burden of establishing "cause" under Section
1121(d) of the Bankruptcy Court for a further extension of the
exclusive periods.  In fact, he says, ENOI's reasoning that all
purported "contingencies" must be resolved before it files a plan
does not constitute "cause" under Section 1121(d).

Mr. Jones also maintains that any further extensions of ENOI's
exclusive periods will unduly prejudice the creditors and
interested parties from formulating and presenting proposed plans
of reorganization for ENOI.

Additionally, under the 2005 amendments to Section 1121(d), the
U.S. Congress clearly stated that extensions of a debtor's
exclusive period to file a plan are disfavored, Mr. Jones notes.
The 2005 amendments expressly limited the bankruptcy court's
discretion in extending the exclusive period, in which it cannot
extend beyond a date that is 18 months after the bankruptcy
filing.

The Creditors Committee believes that ENOI's financial condition
is sufficiently stabilized to allow it to propose a full payment
plan and based on ENOI's financial projections, sufficient
revenues will exist to reinstate its bonds and pay the unsecured
creditors in full with interest.  ENOI's stabilized financial
condition proves that there are no more unresolved contingencies
to justify further delay in the filing of a plan, Mr. Jones avers.

Apache Corporation supports the Committee's objection to ENOI's
request to extend its exclusive periods.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 26; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ENTERPRISE PRODUCTS: Fitch Holds BB+ Rating on Jr. Sub. Notes
-------------------------------------------------------------
Fitch has affirmed the ratings of Enterprise Products Operating,
L.P. following the announcement that EPOLP will dropdown certain
assets to Duncan Energy Partners L.P., a newly formed master
limited partnership.  Approximately $4.9 billion of outstanding
securities at EPOLP are affected.  The Rating Outlook is Stable.

EPOLP is the operating limited partnership of Enterprise Products
Partners, L.P., a publicly traded MLP engaged in pipeline and
midstream services for the producers and consumers of natural gas
liquids, natural gas, crude oil and petrochemicals.  EPD is the
sponsor of DEP and owns DEP's general partner.  Both EPOLP and EPD
are affiliates and under the common control of Dan Duncan, the
Chairman and controlling shareholder of EPCO Holdings Inc.  EPCO
also owns 80% of Enterprise GP Holdings L.P., the publicly traded
owner of the 2% general partner of EPD.  In addition, EPCO owns
95% of the GP interest in TEPPCO Partners, L.P. that it acquired
in February 2005 from Duke Energy Field Services, LLC.

Fitch has affirmed these ratings on EPOLP with a Stable Outlook:

     -- Issuer Default Rating (IDR) 'BBB-';
     -- Senior unsecured debt 'BBB-';
     -- Junior subordinated notes (hybrids) 'BB+'.

As the sponsor of DEP, EPD will initially sell to DEP (dropdown)
an approximate 66% interest in several mature assets with DEP's
ownership interest representing pro forma annual EBITDA of
approximately $50 million.  EPOLP will retain the remaining direct
34% ownership interest in the assets and will continue operating
the assets.  DEP will finance the transaction with cash
consideration of approximately $419 million and 7.3 million
limited partner units with an estimated value of $146 million
(representing 35.2% of the LP interest in DEP, 25.8% if the
overallotment option is exercised by the underwriters of DEP's
initial public offering).

DEP plans to finance the cash portion of the dropdowns with a
portion of the proceeds from its IPO (estimated at $243.4 million
if the overallotment is not exercised at an assumed price of $20
per share) and borrowings under a new revolver ($200 million).
DEP will retain $20.4 million for its portion of capital
expenditures to expand the South Texas NGL pipeline.  Total
consideration for the transactions represents an EBITDA multiple
of approximately 11.3x.  The 66% interest in DEP's assets will
initially represent less than 4% of EPOLP's latest twelve month
EBITDA.

The affirmation of EPOLP's ratings with a Stable Outlook reflects
the opinion that upon completion of the proposed transactions,
EPOLP's operating and financial characteristics will continue to
support the company's 'BBB-' IDR as the planned asset sales and
changes to the corporate structure should not initially have a
material impact on EPOLP's credit profile.  Any significant change
in the asset characteristics or planned credit profile of DEP,
however, could pose a risk to EPOLP, possibly resulting in a
change in EPOLP's rating and/or Rating Outlook.

In evaluating the DEP transaction, Fitch's view is that DEP's
credit profile will remain largely dependent on EPOLP due to the
proposed corporate structure and the joint ownership of the assets
at DEP.  Some risk exists that EPOLP could be consolidated into a
bankruptcy of DEP or, more likely, that EPOLP would provide
financial or credit support for DEP in a distressed situation.

The affirmation considers the structural and legal distinctions as
evidenced by 'separateness' language and the corporate governance
policies of the 'EPCO family' of companies specifically related to
the affiliation of EPCO, EPE, EPD and DEP through ownership and
management overlap and the resultant control and influence EPCO
has over EPD and DEP.  In addition, this view is supported by the
favorable track record of EPCO and Dan Duncan in the balanced
financing of the company's growth strategy, the support provided
to EPOLP by regularly committing capital to EPD's common issuances
and the agreement in December 2002 to reduce the GP's incentive
distribution split to 25% from 50%.  In addition, unlike many
MLPs, EPD has typically retained substantial available cash that
has been used to support its expansions.  Of note is that there
will be no incentive distribution rights with respect to the GP of
DEP.

Fitch views the pro-forma capitalization of DEP to be modest with
anticipated leverage, as defined by debt to EBITDA, of
approximately 4 times (x) which is in line with EPOLP's target
leverage.  In addition, DEP's proposed conservative distribution
policy with no incentive distribution rights or subordinated units
for the GP of DEP should help maintain a competitive cost of
capital.

In reviewing the overall credit quality of EPOLP, the ratings
continue to be supported by the:

     -- Size, diversity and integration of the company's
        operations;

     -- Stable and predictable nature of operating cash flows;

     -- Balanced financing of the company's aggressive growth
        strategy;

     -- Proven track record of management in supporting the
        company's credit ratings;

     -- Natural hedges built into the company's operations to
        offset volatility in commodity prices; and

     -- Governance policies outlined for DEP including three
        independent directors on DEP's board.

The affirmation also recognizes the favorable North American
supply/demand fundamentals and robust commodity prices that have
encouraged oil and natural gas infrastructure development at EPOLP
and its affiliates.

In general, rating concerns for EPOLP include the structural and
functional ties with EPE and EPCO and, as noted, with DEP
following the proposed transactions.  These concerns are based on
potential rating risks as these entities have weaker credit
profiles than EPOLP due generally to either structural
subordination or lack of diversification and scale.  As such,
EPOLP's cash flows may be called upon (at least indirectly) in the
future to meet the financial obligations of these affiliates.

Fitch believes acquisitions and new project developments will
continue to play an important part of the growth objectives of all
of the affiliated entities providing constant demands for new
financing and equity.  These investments continue to come at a
time of robust commodity prices and historically rich and
unprecedented valuations for such midstream assets, with the
valuations dependent on the access to capital and capital markets
that is afforded to these partnerships which in turn results in a
very favorable weighted average cost of capital.  Given current
commodity price levels and those anticipated over the near-term,
as well as still favorable capital market conditions, Fitch does
not expect EPD or its affiliates to have difficultly in arranging
these financings.

Other more general concerns include increasing levels of operating
cash flows coming from hurricane prone regions, construction risks
for organic projects and integration risks of new assets being
added into the company's portfolio.  Additionally, higher interest
rates may detract from the market valuation of MLPs affecting
their equity prices and even the underlying asset valuations of
pipelines and midstream energy assets as MLPs have among the
lowest cost of capital giving them an advantage in buying or
building energy related assets.  Fitch notes the introduction by
EPD of hybrids in the capital structure as the first MLP to issue
these securities to help mitigate this risk.  Ownership risks for
EPOLP have been mitigated somewhat by management's track record,
conservative incentive splits with EPE, conservative distribution
levels to unitholders and the manageable debt levels above EPD.


FAIRCHILD SEMICONDUCTOR: Moody's Assigns LGD Ratings
----------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. technology semiconductor and distributor
sector, the rating agency affirmed its Ba3 corporate family rating
on Fairchild Semiconductor Corp.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $100.0MM Sr Secured
   Revolver due 2012      Ba3      Ba2     LGD2        29%

   $375.0MM Sr Secured
   Term Loan B due 2013   Ba3      Ba2     LGD2        29%

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

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

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

Fairchild Semiconductor -- http://www.fairchildsemi.com/--  
supplies power products critical to leading electronic
applications in the computing, communications, consumer,
industrial and automotive segments.  Fairchild's 9,000 employees
design, manufacture and market power, analog & mixed signal,
interface, logic, and optoelectronics products.


FIRST FRANKLIN: Moody's Rates Class B Certificates at Ba1
---------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by First Franklin Mortgage Loan Trust 2006-
FF15, and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by First Franklin-originated
adjustable-rate and fixed-rate subprime mortgage loans acquired by
Lehman Brothers Holdings Inc. and First Franklin Financial
Corporation.  The ratings are based primarily on the credit
quality of the loans, and on the protection offered by
subordination, overcollateralization and excess spread, a swap
agreement and rate cap between the trust and IXIS Financial
Products Inc.  Moody's expects collateral losses to range from
4.1% to 4.6%.

National City Home Loan Services, Inc. will service the loans.
Aurora Loan Services LLC will act as master servicer.  Moody's has
assigned National City Home Loan Services, Inc. its servicer
quality rating of SQ1- as a primary servicer of subprime loans.
Moody's has also assigned Aurora Loan Services, LLC its servicer
quality rating of SQ1- as a master servicer.

These are the rating actions:

   * Issuer: First Franklin Mortgage Loan Trust 2006-FF15

   * Security: First Franklin Mortgage Loan Trust 2006-FF15
     Mortgage Pass-Through Certificates, Series 2006- FF15

                    Cl. A1, Assigned Aaa
                    Cl. A2, Assigned Aaa
                    Cl. A3, Assigned Aaa
                    Cl. A4, Assigned Aaa
                    Cl. A5, Assigned Aaa
                    Cl. A6, Assigned Aaa
                    Cl. M1, Assigned Aa1
                    Cl. M2, Assigned Aa2
                    Cl. M3, Assigned Aa3
                    Cl. M4, Assigned A1
                    Cl. M5, Assigned A2
                    Cl. M6, Assigned A3
                    Cl. M7, Assigned Baa1
                    Cl. M8, Assigned Baa2
                    Cl. M9, Assigned Baa3
                    Cl. B, Assigned Ba1


FLYI INC: Court Delays Disclosure Statement Hearing to Nov. 17
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware adjourns
until Nov. 17, 2006, at 1:00 p.m., the hearing to consider
approval of:

   (a) the Debtors' Disclosure Statement explaining their Joint
       Plan of Liquidation pursuant to Section 1125 of the
       Bankruptcy Code; and

   (b) the Debtors' request to establish uniform procedures for
       the solicitation and tabulation of votes to accept or
       reject the Plan of Liquidation.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FLYI INC: U.S. Bank and QVT Object to Disclosure Statement
----------------------------------------------------------
U.S. Bank National Association -- as Indenture Trustee under a
February 25, 2004 Indenture for $125,000,000 6% Convertible Notes
due 2034, issued by the predecessor-in-interest to Flyi, Inc. --
and QVT Financial LP, holder of approximately 60% of the Notes,
contend that the Debtors' Disclosure Statement with respect to
their Joint Plan of Liquidation fails to meet the standards set
by Section 1125 of the Bankruptcy Code, and, thus should be
denied.

U.S. Bank and QVT Financial complain that the Disclosure
Statement lacks fundamental information relating to key elements
of the global resolution underlying the Plan, describes an
unconfirmable Plan, and is premised on an invalid scheme for
voting.

On QVT's behalf, Daniel J. DeFranceschi, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, asserts that the
Plan unduly favors creditors holding joint claims against both
(i) FLYi, Inc., and Independence Air, Inc., and (ii) Independence
Air creditors to the detriment of FLYi creditors.  He notes that
under the Plan, the Joint Creditors are given a 238% premium over
the recoveries of the FLYi Creditors, while the Independence
Creditors are given a 138% premium over the FLYi Creditors.

Mr. DeFranceschi explains that the inequities are the result of:

   (a) the Debtors' decision not to substantively consolidate the
       FLYi and Independence estates;

   (b) the fact that the Plan completely eliminates the
       $285,000,000 intercompany debt owed by Independence to
       FLYi, notwithstanding the decision to treat the estates
       separately; and

   (c) the arbitrary allocation of other assets and costs to one
       estate over the other.

Specifically, Mr. DeFranceschi relates that the Plan proposes to
substantively consolidate each of the direct and indirect
subsidiaries of FLYi with and into Independence, but does not
consolidate the Independence Estate with and into FLYi.  However,
he maintains, the Plan eliminates the Intercompany Claim, despite
the fact that it is reflected in the Debtors' books and records
as a valid intercompany payable, and is one of the two major
assets belonging to the FLYi Estate and its creditors.

Mr. DeFranceschi relates that the Plan proposes to allocate 50%
of the proceeds of the Debtors' jointly filed allowed claim
against United Air Lines, Inc., to the Independence Estate, and
50% to the FLYi Estate, which reflects nothing more than a fair
and legally appropriate allocation of the UAL Claim Proceeds.
However, he points out that the allocation is held out as some
form of rationale for why the Intercompany Claim should be
disregarded in its entirety, to the significant economic
detriment of the FLYi creditors.

In addition, Mr. DeFranceschi asserts that there is inadequate
explanation for the Plan's arbitrary allocation of other assets
and liabilities, which strongly favors the Independence Estate
and artificially reduces the value allocable to the FLYi Estate.

Given the limited and ever-diminishing resources of the
liquidating estates, U.S. Bank and QVT further insist that the
Disclosure Statement should not be approved, and valuable estate
resources should not be wasted on an "unconfirmable" Plan doomed
to failure.

"In an apparent disregard of their fiduciary duties to creditors
of one of the Debtors' estates, the Debtors put forward a Plan
which uses gerrymandered classification and voting to support the
excessive enhancement of the recoveries of the Joint Creditors at
the expense of parent-only creditors, such as the holders of the
Notes," Mr. DeFranceschi tells Judge Walrath.

Mr. DeFranceschi argues that the Debtors inappropriately
classified and treated the Intercompany Claim separate and apart
from other general unsecured claims against Independence --
providing for it to accept a Plan under which it receives no
value or distribution in blatant contravention of how the
creditors would view the Plan.  He asserts that the Debtors are
further attempting to coerce acceptance of the Plan by providing
for the Joint Creditors to participate in, and therefore control,
the voting in the impaired classes of general unsecured creditors
of both estates under the Plan.  Any dissent is further stifled
by the Plan provision that, notwithstanding any Plan
modification, creditor acceptances are locked in place even if
the Court ultimately strikes down the Plan's core elements, Mr.
DeFranceschi contends.

Moreover, Mr. DeFranceschi points out that the best interests
test is satisfied solely because the Plan's liquidation analysis
is skewed by showing the same erroneous allocations in Chapter 7
that are imposed on creditors in the Plan, without considering
whether a Chapter 7 trustee for FLYi would allow the same
allocations.

                         About FLYi Inc.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FOAMEX INT'L: Sigma Capital Discloses 2,300,000 Shares Ownership
----------------------------------------------------------------
In an October 20, 2006 filing with the Securities and Exchange
Commission, Sigma Capital Associates LLC disclosed that it
continues to own 2,300,000 shares of Foamex International, Inc.'s
common stock.

Sigma Associates' shares represent 9.4% of the 24,509,728 shares
of Common Stock outstanding as of August 25, 2006.

Sigma Capital Management LLC, investment manager to Sigma
Associates, indirectly owns the 2,300,000 shares.  Pursuant to an
investment agreement, Sigma Management is vested with all
investment and voting power with respect to the shares.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 30; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


FOAMEX INTERNATIONAL: Trade Creditors Sell 30 Claims
----------------------------------------------------
From October 3 to 26, 2006, the Clerk of the U.S. Bankruptcy Court
for the District of Delaware received 30 notices of claim
transfers in Foamex International Inc. and its debtor-affiliates'
Chapter 11 cases.

Among the claim transfers for October 2006 are:

Transferor                       Transferee            Claim Amt
----------                       ----------            ----------
Shield Security Inc.             Fair Harbor Capital       20,462
Polymer Adhesives & Sealant      Fair Harbor Capital       15,457
New York Wire                    Fair Harbor Capital       14,464
Auburn City Utilities            Capital Investors        101,056
Staffmark, Inc.                  Capital Investors         60,772
Lewis Industries Inc.            ASM Capital, L.P.          7,353
IFC Inc.                         Argo Partners             49,227
Allied Contract Services         Argo Partners             24,189
American Excelsior               Argo Partners             19,489
R.S. Hughes Company, Inc.        Argo Partners             10,687
Hamilton Plastics Inc.           AFI, LLC                  57,520

The claim transfers were filed by:

  * Adam Moskowitz on behalf of ASM Capital LP
    22 Jennings Lane
    Woodbury, NY 11797

  * Matthew Gold on behalf of Argo Partners
    12 West 37th Street, 9th Floor
    New York, NY 10018

  * Robert Minkoff on behalf of Capital Investors and AFI
    One University Plaza, Suite 312
    Hackensack, NJ 07601

  * Frederic Glass on behalf of Fair Harbor
    875 Avenue of the Americas, Suite 2305
    New York, NY 10001

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


FRESH DEL MONTE: S&P Places BB Rating on Negative CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and other ratings on Cayman Islands-based Fresh Del Monte
Produce Inc. on CreditWatch with negative implications, meaning
that the ratings could be lowered or affirmed after the completion
of its review.

Total debt outstanding was about $399 million at Sept. 30, 2006.

"The CreditWatch placement follows Fresh Del Monte's recent
third-quarter earnings release and reflects continued weak
operating performance because of difficulties in the company's
prepared food business, competitive pressures in the European
banana market, and lower profitability in the other fresh produce
segment because of adverse weather conditions," Standard & Poor's
credit analyst Alison Sullivan said.  Higher costs related to
fuel, raw materials, packaging, labor, and transportation also
hurt financial results.

As a result, credit measures have weakened further than expected.
Lease- and pension-adjusted debt to EBITDA increased to over 4x
for the 12 months ended Sept. 29, 2006 from about 2.3x at
Dec. 31, 2005, and about 3.6x for the 12 months ended
June 30, 2006.  The company has suspended its dividend and is
implementing cost saving initiatives.  However, given expected
ongoing difficult industry conditions, S&P believes that Fresh Del
Monte will be challenged to improve performance in the near term.

The rating agency will review Fresh Del Monte's operating,
strategic and financial plans with management before resolving the
CreditWatch listing.


GIFT LIQUIDATORS: Posts $31,312 Net Loss in 2006 Second Quarter
---------------------------------------------------------------
Gift Liquidators Inc. reported a $31,312 net loss on $371,246 of
revenues for the quarter ended June 30, 2006, compared to an
$81,267 net loss on $424,207 of revenues for the comparable period
in 2005.

Revenues decreased approximately $52,961, from $424,207 in the
three-month period ended June 30, 2005 to $371,246 in the three-
month period ended June 30, 2006, or approximately 12.5%, as a
result of decreased occupancy rates.

At June 30, 2006, the company's balance sheet showed $8,531,729 in
total assets and $13,409,746 in total liabilities, resulting in a
$4,878,017 stockholders' deficit.

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

              http://researcharchives.com/t/s?1466

Gift Liquidators Inc. acquires, develops, holds for investment,
operating and selling apartment properties in metropolitan areas
on the U.S. east coast.  As of June 30, 2006, the company owned
interests in eight residential real estate properties consisting
of 273 units, all located in the metropolitan Hartford area of
Connecticut.

Prior to the sale of all the company's gift and novelty inventory
in September 2005, the company's core business involved the
wholesale distribution of a diverse line of gift and novelty
products acquired in closeouts from gift developers and
distributors.


HANGER ORTHOPEDIC: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sector,
the rating agency confirmed its B3 Corporate Family Rating for
Hanger Orthopedic Group, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   5-Year Senior
   Secured Revolver,
   Due 2011               B2       B1      LGD2       25%

   7-Year Senior
   Secured Term
   Loan B, Due 2013       B2       B1      LGD2       25%

   Senior Unsecured
   Notes, Due 2014        B3       Caa2    LGD5       80%

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

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

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

                    About Hanger Orthopedic

Headquartered in Bethesda, Maryland, Hanger Orthopedic Group, Inc.
(NYSE: HGR) -- http://www.hanger.com/-- is the world's premier
provider of orthotic and prosthetic patient care services.  The
company is the market leader in the United States, owning and
operating 621 patient care centers in 46 states including the
District of Columbia, with 3,290 employees including 1,021
practitioners (as of 12/31/05).  Hanger Orthopedic is organized
into four units.  The two key operating units are patient care,
which consists of nationwide orthotic and prosthetic practice
centers and distribution which consists of distribution centers
managing the supply chain of orthotic and prosthetic componentry
to Hanger and third party patient care centers.  The third is
Linkia, which is the first and only provider network management
company for the orthotics and
prosthetics industry. The fourth unit, Innovative Neurotronics,
introduces emerging neuromuscular technologies developed through
independent research in a collaborative effort with industry
suppliers worldwide.


HEALTHCARE PARTNERS: Moody's Assigns Loss-Given-Default Ratings
---------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sector,
the rating agency confirmed its B1 Corporate Family Rating for
HealthCare Partners, LLC.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Secured Bank
   Term Loan              B1       Ba2     LGD2       29%

   Secured Revolver       B1       Ba2     LGD2       29%

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

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

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

Based in Torrance, California, HealthCare Partners, LLC, through
its subsidiary, manages the medical practices of HealthCare
Partners Affiliates Medical Group.  JSA Holdings Inc.,
headquartered in St. Petersburg, Florida, is a for-profit
physician group practice.


HEALTHWAYS INC: S&P Places BB Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Nashville, Tenn.-based Healthways Inc.

The rating outlook is stable.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to the Healthways' proposed $400 million senior secured
revolving credit facility due in 2011 and $200 million senior
secured term loan B due in 2013.  The secured financing was rated
'BB' with a recovery rating of '2', indicating the expectation for
substantial (80%-100%) recovery of principal in the event of a
payment default.

Proceeds from the financing will be used to acquire Axia Health
Management LLC, a provider of integrated preventive health
solutions, for $459 million.

"The rating on Healthways reflects the company's narrow business
focus, surmountable barriers to competitive entry, and revenue and
channel concentration," Standard & Poor's credit analyst Jesse
Juliano said.

"These risks are partially offset by the strong demand for
Healthways' services, their positive momentum in the disease
management business, and the company's historically conservative
financial profile."

Healthways Inc., provides disease and wellness management services
in the U.S.  The company manages chronic diseases and episodic
conditions, such as diabetes, cardiovascular diseases, respiratory
disorders, cancer, depression, and others, in addition to
outcomes-driven wellness programs for commercial health plans,
self-insured employers, and the government.


HUNTSMAN CORP: Expects to Raise $708MM in Sr. Subor. Notes Issue
----------------------------------------------------------------
Huntsman International LLC, a wholly owned subsidiary of Huntsman
Corporation has priced its private offering of euro and U.S.
dollar denominated senior subordinated notes, which will carry
interest rates of 6-7/8% and 7-7/8%, respectively.  The offering
size has been increased from the previously announced $400 million
in U.S dollar equivalents to EUR400 million in euro denominated
notes and $200 million in dollar denominated notes, or
approximately $708 million of combined US dollar equivalents.  The
euro notes will mature on Nov. 15, 2013, and the dollar notes will
mature on Nov, 15, 2014.

The closing of the senior subordinated notes offering is expected
to occur on Nov. 13, 2006, and is subject to the satisfaction of
customary closing conditions.  The company intends to use the
estimated net proceeds of approximately $699 million in dollar
equivalents to redeem all (approximately $366 million) of its
outstanding dollar denominated 10-1/8% senior subordinated notes,
and a portion (approximately ?258 million) of its outstanding euro
denominated 10-1/8% senior subordinated notes, due 2009, subject
to completion of the offering.  In conjunction with the redemption
of notes, the company expects to record a loss on early
extinguishment of debt in the fourth quarter of 2006 of
approximately $12 million.

Kimo Esplin, chief financial officer of Huntsman Corporation,
stated, "the nearly 3% improved interest rate on the refinanced
notes demonstrates the Company's strong credit profile and will
result in the Company reducing its annual interest expense by
approximately $17 million."

                        About Huntsman

Huntsman Corp. -- http://www.huntsman.com/-- manufactures and
markets differentiated and commodity chemicals.  Its operating
companies manufacture products for a variety of global industries
including chemicals, plastics, automotive, aviation, textiles,
footwear, paints and coatings, construction, technology,
agriculture, health care,  detergent, personal care, furniture,
appliances and packaging.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 1, 2006,
Moody's Investors Service assigned a B3 rating to Huntsman
International LLC's, a wholly owned subsidiary of Huntsman
Corporation, proposed $400 million senior subordinated notes.
Moody's also assigned Loss Given Default Assessment of LGD6 to
these notes in accordance with its Loss-Given-Default rating
methodology that was initially implemented at the end of September
2006.

As reported in the Troubled Company Reporter on Nov. 1, 2006,
Standard & Poor's Ratings Services assigned its 'B' rating to
Huntsman International LLC's proposed senior subordinated notes
due 2014 and 2013.


HYPPCO FINANCE: Fitch Affirms CCC- Rating on $40-Million Notes
--------------------------------------------------------------
Fitch affirms one class of notes issued by HYPPCO Finance Company
Ltd.  The affirmation is the result of Fitch's review process and
is effective immediately:

     -- $40,066,946 class A-2 notes affirm at 'CCC-', Distressed
        Recovery revision to 'DR2' from 'DR4'.

HYPPCO is a collateralized debt obligation, comprised primarily of
high yield bonds that closed Feb. 29, 1996 and is managed by
Delaware Investment Advisors.  Included in this review, Fitch
discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward.

HYPPCO contains exposure to a recently defaulted Sea Containers
bond, which accounts for roughly 8.4% of the current portfolio of
eligible assets.  Though the transaction will suffer losses upon
the sale of this bond, the substantial redemptions of the
liabilities since the last rating review largely mitigate this
negative event.  At the time of the last review, there was
$115.7 million of the A-2 notes remaining.  Since then, over
$75.6 million in principal has been paid to the note holders.
Although the transaction remains under-collateralized with a 71%
overcollateralization ratio as of the Oct. 2, 2006 trustee report,
Fitch projects that the A-2 notes will continue to receive
significant principal payments in the future; however, there will
likely not be enough proceeds to fully redeem the notes.  The
current rating remains reflective of the expected ultimate
principal recovery of the notes.

Based on Fitch's improved projections of total principal and
interest proceeds to be paid to the class A-2 notes, the DR rating
on the notes has been revised to 'DR2' from 'DR4'.

The rating of the class A-2 notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.


INLAND FIBER: Court OKs Perkins to Assist in Oregon Asset Sale
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware allowed
Inland Fiber Group, LLC, and its debtor-affiliates to employ
Perkins Coie LLP as their special counsel.

As reported in Troubled Company Reporter on Sept. 27, 2006, the
Debtors told the Court that Perkins Coie will assist in the
completion of the pending sale of their assets in Oregon.

The Debtors disclosed that attorneys at Perkins Coie bill between
$230 and $440 per hour while paralegals and paralegal assistants
bill between $50 and $170 per hour.

Douglas R. Pahl, Esq., a partner at Perkins Coie, assured the
Court that his firm does not hold nor represent any interest
adverse to the Debtors or their estates.

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


INFONXX INC: S&P Rates Proposed $125MM 2nd-Lien Facility at CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to Bethlehem, Pa.-based Infonxx, Inc., a privately-held,
noncarrier provider of directory assistance, with operations in
the U.S. and Europe.

The outlook is positive.

Standard & Poor's assigned a bank loan rating of 'B' and a
recovery rating of '3' to the company's proposed $475 million
first-lien credit facilities, indicating expectations for a
meaningful (50%-80%) recovery of principal in the event of a
payment default.  The first-lien credit facilities are comprised
of a $200 million revolving credit facility and a $275 million
term loan B.

A 'CCC+' bank loan rating and '5' recovery rating were assigned to
the proposed $125 million second-lien facility, reflecting
expectations for a negligible (0%-25%) recovery of principal in
the event of a payment default.  The ratings are assigned based on
preliminary documentation and are subject to review of final
documents.  Proceeds of $520 million will be used to fund a
$300 million dividend to private equity investors and refinance
$215 million of existing debt.

"The ratings reflect Infonxx's vulnerable business position
resulting from its dependence on the retail directory assistance
business in Europe, a service which could experience a decline in
consumer demand if technological advances in the provisioning of
DA change the way consumers obtain directory assistance," Standard
& Poor's credit analyst Susan Madison said.

Other rating concerns include the potential for margin compression
in the company's wholesale U.S. business because of increasing
automation, the limited size and scale of the company's overall
operations, and an aggressive financial profile.  Tempering
factors include a demonstrated history of profitability in the
U.S. wholesale and U.K. retail DA markets, an experienced
management team, strong brand identity in key European markets,
and low ongoing capital requirements.


INTERDENT SERVICE: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sector,
the rating agency confirmed its B3 Corporate Family Rating for
InterDent Service Corp., and held its B3 rating on the company's
10-3/4% Senior Secured 2nd Lien Notes due on 2011.  In addition,
Moody's assigned an LGD3 rating to those bonds, suggesting
noteholders will experience a 46% loss in the event of a default.

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

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

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

InterDent Service Corp., the principal operating subsidiary of
InterDent Inc., provides dental practice management services to
multi-specialty group dental practices in Arizona, California,
Hawaii, Kansas, Nevada, Oklahoma, Oregon and Washington.  The
company is based in El Segundo, Calif.


INVERNESS MEDICAL: Good Performance Cues S&P's Positive Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating and 'CCC+' subordinated debt rating for Inverness Medical
Innovations Inc. on CreditWatch with positive implications.

"The CreditWatch action was taken in light of the company's
continued improvement in operating performance, its demonstrated
willingness and ability to access the equity markets to limit
borrowings, and the potential benefit of a still-to-be-agreed upon
joint venture with consumer products giant Procter &
Gamble Co. (AA-/Negative/A-1+)," said Standard & Poor's credit
analyst David Lugg.

Waltham, Mass. based Inverness has grown its professional and
consumer diagnostics businesses through a series of acquisitions
that leveraged its key technology patents.  Over the last four
years, it has spent over $300 million in cash for acquisitions.
Still, during this period, adjusted debt has risen only to
$237 million from $212 million, as the company privately placed
some $300 million in common stock.  EBITDA is now about
$55 million on a rolling 12-month historic basis, yielding a
manageable debt to EBITDA of 3.3X, a figure that will likely
improve further.

Integration of the acquisitions has been an ongoing effort, and
coupled with an effective but expensive effort to defend its
intellectual property and chronic weakness in the noncore
nutritionals business, has yielded operating measure that is often
disappointed, with adjusted operating margins (before D&A)
reaching a minimum of 6.8% in 2005.

For the quarter ended Sept. 30, 2006, this measure had climbed to
12%.  Further improvements are expected from an ongoing
manufacturing and facilities rationalization including a move to a
low-cost facility in China.

"Resolution of the CreditWatch listing will consider the
sustainability of the operating improvement along with
clarification of the terms of the proposed joint venture with
Procter & Gamble," Mr. Lugg said.


ITC HOMES: Wants to Hire Century 21 First as Broker
---------------------------------------------------
ITC Homes Inc. asks the U.S. Bankruptcy Court for the District of
Arizona for permission to employ Century 21 First American, as its
broker.

Century 21 will market and sell the Debtor's property locates in
10208 East Calle Pueble Estrella in Tucson, Arizona.

The Debtor proposes to pay Century 21 a commission of 6% of the
sale price of the property at the closing of the sale.

The Debtor discloses that Carolyn Grout is the real estate agent.

Ms. Grout can be reached at:

     Carolyn Grout
     Century 21 1st American
     8830 East Speedway Boulevard
     Tucson, AZ 85710
     Tel: (520) 296-5491

To the best of the Debtor's knowledge, Century 21 does not hold
any interest adverse to its estate.

Vail, Arizona-based ITC Homes, Inc.
-- http://www.itchomesinc.net/-- develops residential real
estates.  The Company filed for chapter 11 protection on Jan. 26,
2006 (Bankr. D. Ariz. Case No. 06-00053).  Scott D. Gibson, Esq.,
at Gibson, Nakamura & Decker, PLLC, represents the Debtor.  No
Official Committee of Unsecured Creditors has been appointed
in this case.  When the Debtor filed for protection from its
creditors, it estimated assets and debts of $10 million to
$50 million.


JAMES VAUGHN: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: James Charles Vaughn
        10128 Buffmont Lane
        Lone Tree, CO 80124

Bankruptcy Case No.: 06-18082

Chapter 11 Petition Date: November 3, 2006

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Lee M. Kutner, Esq.
                  Kutner Miller, P.C.
                  303 East 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Fax: (303) 832-1510

Estimated Assets: More than $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                              Claim Amount
   ------                              ------------
Internal Revenue Service                $13,784,228
Ogden, UT 84201


JP MORGAN: Credit Enhancement Cues S&P to Affirm Low-B Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
raked classes of commercial mortgage pass-through certificates
from J.P. Morgan Chase Commercial Mortgage Securities Corp.'s
series 2003-CIBC7.

Concurrently, ratings are affirmed on 20 pooled certificates from
the same series.

The raised ratings on the raked certificates reflect the
improvement in operating performance of The Forum Shops in Las
Vegas.

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

As of the Oct. 12, 2006, remittance report, the trust collateral
consisted of 182 mortgage loans with an outstanding principal
balance of $1.4 billion, compared with 185 loans with a balance of
$1.5 billion at issuance.  The master servicer, Midland Loan
Services Inc., reported primarily year-end 2005 financial
information for 96% of the pool.  Based on this information and
excluding $60.3 million (4%) of defeased collateral, Standard
& Poor's calculated a weighted average debt service coverage of
1.73x for the pool, up from 1.65x at issuance.  To date, the trust
has experienced one loss totaling $2.6 million.  There are two
loans totaling $6.4 million  that are 30-plus-days delinquent, and
none are with the special servicer, also Midland.

The top 10 loans have an aggregate outstanding in-trust balance of
$607.7 million and a weighted average DSC of 1.99x, compared with
2.08x at issuance.

Standard & Poor's reviewed the property inspection reports
obtained from Midland, and all of the properties were reported to
be in "good" or "excellent" condition.

Three of the top 10 loans exhibited credit characteristics
consistent with investment-grade obligations at issuance and
continue to do so.  The DSC levels for six of the top 10 loans,
however, are significantly below issuance levels.

Consequently, four of these loans are on the watchlist and are
discussed below. In addition to these four loans, the largest loan
is on the watchlist because the sponsor is facing legal issues.

The largest loan in the pool, The Forum Shops, consists of four
notes.  One of the notes, a $459.3 million A note, is participated
into three pari passu pieces, $153.1 million of which serves as
trust collateral.  The fourth note is the B note with a balance of
$84 million.  The trust's portion of the A
and B notes represents 17% of the aggregate outstanding pool
balance.  The raked certificates in the transaction derive 100% of
their cash flows from the B note.  Standard & Poor's underwritten
net cash flow has increased 17% since issuance.  The loan
continues to exhibit high investment-grade credit characteristics
consistent with those at issuance.  The loan is on the watchlist
because a former partner, who sold its interest in the subject
property to the sponsor, Simon Property Group Inc., filed a
lawsuit against the sponsor for over $1 billion alleging that the
sponsor misrepresented the value of the property.  Per Midland,
the lawsuit is still pending.

The master servicer's watchlist includes 33 loans totaling
$395.8 million.  In addition to The Forum Shops loan, four other
top 10 loans are on the watchlist.  Together with The Forum Shops,
they represent approximately 57% ($227.5 million) of the loans on
the watchlist.

These are the details concerning these four loans:

   -- One of the five cross-collateralized, cross-defaulted loans
      ($3.4 million, 0.2%) that make up the seventh-largest
      exposure (Brown Noltemeyer Apartment portfolio; $36.9
      million, 3%) is on the watchlist.  The loan is secured by
      two class B garden-style multifamily apartment complexes
      with a total of 233 units, in Louisville, Ky.  The loan is
      on the watchlist because the properties reported a low
      combined DSC of 1.03x as of Dec. 31, 2005, due to increased
      operating expenses.  Combined occupancy was 99% as of July
      20, 2006.

   -- The eighth-largest exposure, The Villagio and Palm Court
      Apartments ($24.4 million, 2%), consists of two garden-
      style multifamily apartment complexes with 626 units in
      Houston, Texas.  This loan is on the watchlist because the
      properties reported a low combined DSC of 0.85x as of Dec.
      31, 2005, down from 1.29x at issuance.  The decline in DSC
      is attributable to flat revenue and increased operating
      expenses.  The combined occupancy was 92% as of March 31,
      2006.

   -- Versailles and Dana Point Apartments, the ninth-largest
      exposure, has a current balance of $24.2 million (2%) and
      is secured by two garden-style multifamily apartment
      complexes with a total of 652 units in Dallas, Texas.
      The loan is on the watchlist because the properties
      reported a low combined DSC of 0.89x as of June 30, 2006,
      down from 1.51x at issuance.  The decline in DSC is due to
      increased operating expenses.  The combined occupancy was
      91% as of June 2006.

   -- The 10th-largest exposure ($22.4 million, 2%), the Rainier
      Office portfolio, is secured by four office properties with
      479,720 sq. ft. in various cities in Texas.  The loan is on
      the watchlist because the properties reported a low
      combined DSC of 0.88x as of June 30, 2006, compared with
      1.43x at issuance.  The decline in DSC resulted from low
      occupancy, which was 77% as of Oct. 31, 2005, and higher
      operating expenses.

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

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

                          Ratings Raised
                        Raked Certificates

       J.P. Morgan Chase Commercial Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2003-CIBC7

                             Rating

         Class      To        From   Credit enhancement (%)
         -----      --        ----   ---------------------

         FS-1       AAA       A-              N/A
         FS-2       AAA       BBB+            N/A
         FS-3       AA+       BBB             N/A
         FS-4       AA-       BBB-            N/A

                         Ratings Affirmed
                       Pooled Certificates

      J.P. Morgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2003-CIBC7

              Class    Rating   Credit enhancement (%)
              -----    ------   ---------------------
               A-1      AAA            14.54
               A-2      AAA            14.54
               A-3      AAA            14.54
               A-4      AAA            14.54
               A-1A     AAA            14.54
               B        AA             11.91
               C        AA-            10.86
               D        A               8.76
               E        A-              7.57
               F        BBB+            6.26
               G        BBB             5.47
               H        BBB-            4.03
               J        BB+             3.63
               K        BB              3.24
               L        BB-             2.58
               M        B+              1.92
               N        B               1.66
               P        B-              1.40
               X-1      AAA             N/A
               X-2      AAA             N/A

N/A-Not applicable.


JP MORGAN: Fitch Lifts Rating on $8.7MM Class L Certs. to BB
------------------------------------------------------------
Fitch Ratings upgrades JP Morgan Commercial Mortgage 2003-PM1:

     -- $33.2 million class B to 'AAA' from 'AA';
     -- $13 million class C to 'AAA' from 'AA-';
     -- $27.5 million class D to 'AA' from 'A';
     -- $13 million class E to 'AA-' from 'A-';
     -- $15.9 million class F to 'A' from 'BBB+';
     -- $13 million class G to 'A-' from 'BBB';
     -- $18.8 million class H to 'BBB' from 'BBB-';
     -- $15.9 million class J to 'BBB-' from 'BB+';
     -- $7.2 million class K to 'BB+' from 'BB';
     -- $8.7 million class L to 'BB' from 'BB-'.

In addition, Fitch affirms:

     -- $21.3 million class A-1 at 'AAA';
     -- $114.4 million class A-2 at 'AAA';
     -- $82.6 million class A-3 at 'AAA';
     -- $282 million class A-4 at 'AAA';
     -- $386.2 million class A-1A at 'AAA';
     -- Interest-only class X-1 at 'AAA';
     -- Interest-only class X-2 at 'AAA';
     -- $7.2 million class M at 'B+';
     -- $4.3 million class N at 'B';
     -- $2.9 million class P at 'B-'.

Fitch does not rate the $20.2 million class NR certificates.

The upgrades reflect the increased credit enhancement levels from
scheduled amortization as well as additional defeasance since
Fitch's last rating action.  As of the October 2006 distribution
date, the pool's aggregate certificate balance has decreased 8.4%
to $1.06 billion from $1.16 billion at issuance.  Eight loans
(12.3%), including the largest loan in the transaction, have
defeased since issuance.  To date, the transaction has not
incurred any losses.

Currently, there is one loan (0.6%) in special servicing.  The
loan is secured by a multifamily property located in Fort Worth,
TX and remains current.  The loan was transferred to the special
servicer after the property had a small fire.  The borrower is in
negotiation with the insurance company for insurance proceeds.


KAISER ALUMINUM: Chris Parks Represents PI Claimants
----------------------------------------------------
Chris Parks, Esq., at Chris Parks & Associates, discloses that his
firm represents claimants alleging personal injuries caused by
asbestos products manufactured, marketed, distributed, sold or
produced by Kaiser Aluminum & Chemical Corporation.

The nature of the claim held by each claimant is a personal injury
tort claim for damages caused by asbestos products.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
Feb. 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts.  Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.
The Debtors' Chapter 11 Plan became effective on July 6, 2006.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 107;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 609/392-0900)


KARA HOMES: Section 341 Meeting of Creditors Slated for Nov. 16
---------------------------------------------------------------
The United States Trustee for Region 3 will convene a hearing of
Kara Homes Inc.' creditors on Nov. 16, 2006, 10:00 a.m., at
Room 129, Clarkson S. Fisher Federal Courthouse, 402 East State
Street, in Trenton, New Jersey.

This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.  All creditors are invited,
but not required, to attend.  This Meeting of Creditors offers the
one opportunity in a bankruptcy proceeding for creditors to
question a responsible office of the Debtor under oath about the
company's financial affairs and operations that would be of
interest to the general body of creditors.

Headquartered in East Brunswick, New Jersey, Kara Homes, Inc., aka
Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
Company filed for chapter 11 protection on Oct. 5, 2006 (Bankr. D.
N.J. Case No. 06-19626).  David L. Bruck, Esq., at Greenbaum,
Rowe, Smith, et al., represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed total assets of
$350,179,841 and total debts of $296,840,591.

On Oct. 9, 2006, nine affiliates filed separate chapter 11
petitions in the same Bankruptcy Court.  On Oct. 10, 2006, 12 more
affiliates filed chapter 11 petitions.

Kara Homes' exclusive period to file a chapter 11 plan expires
on Feb. 2, 2007.


KARA HOMES: Court Sets February 14 as Claims Filing Deadline
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey set
Feb. 14, 2007, as the last day for persons owed money by Kara
Homes Inc. to file proofs of claim against the Debtor.

Proofs of claim must be received by the Clerk of the Bankruptcy
Court at this address:

   James J. Waldron
   Office of the Clerk
   U.S. Bankruptcy Court
   District of New Jersey
   402 East State Street
   Trenton, NJ 08608

Headquartered in East Brunswick, New Jersey, Kara Homes, Inc., aka
Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
Company filed for chapter 11 protection on Oct. 5, 2006 (Bankr. D.
N.J. Case No. 06-19626).  David L. Bruck, Esq., at Greenbaum,
Rowe, Smith, et al., represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed total assets of
$350,179,841 and total debts of $296,840,591.

On Oct. 9, 2006, nine affiliates filed separate chapter 11
petitions in the same Bankruptcy Court.  On Oct. 10, 2006, 12 more
affiliates filed chapter 11 petitions.

Kara Homes' exclusive period to file a chapter 11 plan expires
on Feb. 2, 2007.


KRISPY KREME: Settles Securities Fraud Lawsuit for $75 Million
--------------------------------------------------------------
Krispy Kreme Doughnuts, Inc., with the approval of the Special
Committee of its Board of Directors, has entered into a
Stipulation and Settlement Agreement with the lead plaintiffs in
the pending securities class action, the plaintiffs in the pending
derivative action and all defendants named in the class action and
derivative action, except for the Company's former chairman and
chief executive officer, providing for the settlement of the
securities class action and the derivative action.

Both the class action and derivative action settlements are
subject to preliminary and final approval of the U.S. District
Court for the Middle District of North Carolina.

With respect to the securities class action, the Stipulation
provides for the certification of a class consisting of all
persons who purchased the Company's publicly-traded securities
between March 8, 2001 and April 18, 2005, inclusive.

The settlement class will receive total consideration of
approximately $75 million, consisting of a cash payment of
$34,967,000 to be made by the Company's directors' and officers'
insurers, a cash payment of $100,000 to be made by the Company's
former Chief Operating Officer, John W. Tate, a cash payment of
$100,000 to be made by the Company's former Chief Financial
Officer, Randy Casstevens, a cash payment of $4,000,000 to be made
by the Company's independent registered public accounting firm,
and common stock and warrants to purchase common stock to be
issued by the Company having an aggregate value of $35,833,000.

All claims against defendants will be dismissed with prejudice;
however, claims that the Company may have against Scott A.
Livengood, the Company's former Chairman and Chief Executive
Officer, that may be asserted by the Company in the derivative
action for contribution to the securities class action settlement
or otherwise under applicable law are expressly preserved.  The
Stipulation contains no admission of fault or wrongdoing by the
Company or the other defendants.

With respect to the derivative litigation, the Stipulation
provides for the settlement and dismissal with prejudice of all
claims against defendants except for claims against Mr. Livengood.
The Company, acting through its Special Committee, settled claims
against Mr. Tate and Mr. Casstevens for these consideration:

    -- Messrs. Tate and Casstevens each agreed to contribute
       $100,000 in cash to the settlement of the securities class
       action;

    -- Mr. Tate agreed to cancel his interest in 6,000 shares of
       the Company's common stock; and

    -- Messrs. Tate and Casstevens agreed to limit their claims
       for indemnity from the Company in connection with future
       proceedings before the Securities and Exchange Commission
       or the United States Attorney for the Southern District of
       New York to specified amounts.

The Company, acting through its Special Committee, has been in
negotiations with Mr. Livengood but has not reached agreement to
resolve the derivative claims against him and counsel for the
derivative plaintiffs are deferring their application for fees
until conclusion of the derivative actions against Mr. Livengood.
All other defendants named in the derivative action will be
dismissed with prejudice without paying any consideration,
consistent with the findings and conclusions of the Company's
Special Committee in its report of August 2005.

"The settlement of these legal matters represents a significant
step in the turnaround of Krispy Kreme," Daryl Brewster, President
and Chief Executive Officer, said.

The Company estimates that, based on the current market price of
its common stock, it will issue approximately 1,875,000 shares of
its common stock and warrants to purchase approximately 4,400,000
shares of its common stock in connection with the Stipulation.
The exercise price of the warrants will be equal to 125% of the
average of the closing prices of the Company's common stock for
the 10-day period surrounding the filing of its Annual Report on
Form 10-K for the fiscal year ended January 29, 2006.

The Company has recorded a non-cash charge to earnings in fiscal
2006 of $35,833,000, representing the estimated fair value of the
common stock and warrants to be issued by the Company.  The
Company has recorded a related receivable from its insurers in the
amount of $34,967,000, as well as a liability in the amount of
$70,800,000 representing the aggregate value of the securities to
be issued by the Company and the cash to be paid by the insurers.

The settlement is conditioned upon the Company's insurers and the
other contributors paying their share of the settlement.  The
provision for settlement costs will be adjusted to reflect changes
in the fair value of the securities until they are issued
following final court approval of the Stipulation, which the
Company anticipates will occur in late calendar 2006 or early
calendar 2007.

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.


KUHLMAN COMPANY: Turns to Manchester Cos. for Aid in Turnaround
---------------------------------------------------------------
Kuhlman Company, Inc., disclosed that Charles Walensky, its
Interim chief financial officer, has been named Acting Chief
Operating Officer effective Oct. 24, 2006; that the Company has
retained Manchester Companies, Inc., a Minneapolis-based corporate
renewal firm, to act as its "Chief Restructuring Officer"; and
that it intends to be quoted on the Over the Counter Bulletin
Board Exchange and voluntarily be de-listed from the American
Stock Exchange.

Mr. Walensky was named Interim Chief Financial Officer for the
Company on Oct. 6, 2006, and was recently asked by the Company's
Board of Directors to assume the additional responsibilities of
Acting Chief Operating Officer.  Mr. Walensky is the president,
chief executive officer, and chairman of the board of The WF
Group, Inc., an investment advisory firm.  He is also a director
of REAC Computer Services, Inc., for which he has served as the
chief financial officer and vice president since 1993.

The Company's board of directors also engaged Manchester
Companies, Inc. to advise the Company regarding its operations and
to assist in developing a new financial structure for the Company
that will re-focus the Company on long-term growth initiatives.
Manchester's professionals will work closely with Mr. Walensky and
the Company's entire board of directors to create and implement a
restructuring plan.

Additionally, as previously reported, Kuhlman Company, Inc.
received notice from the AMEX on September 26, 2006 that it was
not in compliance with certain of AMEX's continued listing
requirements.  The Company informed AMEX that it would respond by
Oct. 26, 2006 advising AMEX of its plans.  After careful
consideration, the Company's Board of Directors decided that it is
in the best interests of its shareholders to voluntarily be de-
listed from the AMEX and instead trade on the OTC-BB.

Scott Kuhlman, Chief Executive Officer and Chairman, commented,
"We are working diligently to put in place a comprehensive plan to
assure the long-term viability of the Company.  It is essential
that we properly align our financial structure and our strategic
direction for both our immediate operating needs as well as for
our long-term growth plan.  The steps which we have today
announced are an important part of our plan, which is intended to
enable us to once again pursue the compelling national growth
opportunity that exists for our brand and our specialty retail
concept."

                     About Kuhlman Company

Kuhlman Company, Inc. -- http://www.kuhlmancompany.com/-- is a
retailer and wholesale provider of branded men's and women's
apparel, through company-owned retail stores and under private
labels through other large retailers.  Kuhlman has approximately
150 employees and its corporate office is located in Minneapolis,
Minn.


MADISON AVENUE: S&P Removes Junk-Rated Certs from CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
subordinate B-1 and B-2 classes issued by Madison Avenue
Manufactured Housing Contract Trust 2002-A (Madison 2002-A) and
removed them from CreditWatch with negative implications.

In addition, the ratings on the senior and mezzanine classes are
affirmed.

The downgrades reflect negative performance trends displayed by
the two underlying pools of manufactured housing loan contracts
and diminishing credit support available to cover losses on the
rated classes.  The rating affirmations reflect adequate credit
enhancement relative to expected remaining net losses to support
the classes at the current rating levels.

With 54 months of performance, Madison 2002-A has experienced
higher-than-expected cumulative net losses, at 16.73% of the
original pool balance.  In addition, overcollateralization has
continuously declined; at issuance, the level of
overcollateralization was 6% of the original pool balance, and it
was expected to grow over time with the application of available
excess spread.  As of the October 2006 distribution date,
overcollateralization was 1.34% of the original aggregate pool
balance and 2.61% of the current aggregate pool balance.  This
decline is due to the diminishing availability of excess spread to
pay down the outstanding certificates, as  overcollateralization
is regularly being used to cover net losses.

Standard & Poor's will continue to monitor the outstanding ratings
associated with this transaction and will take any future rating
actions it deems necessary.

         Ratings Lowered And Removed From Creditwatch Negative

      Madison Avenue Manufactured Housing Contract Trust 2002-A
               Asset-backed certificates series 2002-A

                             Rating

                    Class    To       From
                    -----    --       ----
                    B-1      B+       BB+/Watch Neg
                    B-2      CCC      B/Watch Neg

                        Ratings Affirmed

     Madison Avenue Manufactured Housing Contract Trust 2002-A
             Asset-backed certificates series 2002-A

                         Class    Rating
                         -----    ------
                          A-1      AAA
                          A-2      AAA
                          M-1      A+
                          M-2      BBB+


MAGELLAN HEALTH: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sector,
the rating agency revised its Ba3 Corporate Family Rating to B1
for Magellan Health Services, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Secured
   Bank Credit
   Facility
   Due 2008               Ba3      Ba2     LGD2       28%

   Senior Secured
   Term Loan B
   Due 2008               Ba3      Ba2     LGD2       28%

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

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

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

                     About Magellan Health

Headquartered in Avon, Connecticut, Magellan Health Services, Inc.
(NASDAQ: MGLN) is the United States' leading manager of behavioral
health care and radiology benefits.  Its customers include health
plans, corporations and government agencies.  The Company filed
for chapter 11 protection on March 11, 2003 (Bankr. S.D.N.Y. Case
No. 03-40515).  The Court confirmed the Debtors' Third Amended
Plan on Oct. 8, 2003, allowing the Company to emerge from
bankruptcy protection on Jan. 5, 2004.


MARKWEST ENERGY: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its B1 corporate
family rating on MarkWest Energy Partners, LP.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   6.875% Sr. Unsec.
   Global Notes
   due 2014               B2       B2      LGD 4      70%

   8.5% Sr. Unsec.
   Global Notes
   due 2016               B2       B2      LGD 4      70%

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

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

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

MarkWest Energy Partners, LP -- http://www.markwest.com/-- is a
midstream service company primarily engaged in the gathering,
processing and transmission of natural gas; the transportation,
fractionation and storage of natural gas liquids; and the
gathering and transportation of crude oil.


MEDICAL SERVICES: Moody's Assigns Loss-Given-Default Ratings
------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Services and Distribution sector,
the rating agency confirmed its B3 Corporate Family Rating for
Medical Services Company, and held its B3 rating on the company's
Senior Secured Floating Rate Notes.  In addition, Moody's assigned
an LGD3 rating to those bonds, suggesting noteholders will
experience a 46% loss in the event of a default.

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

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

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

Based in Jacksonville, Florida, Medical Services Company --
http://www.medservco.com/-- delivers medical products and
pharmacy services to the workers' compensation industry.  MSC
serves both the workers' compensation insurance carrier as well as
the injured worker.


MERIDIAN AUTOMOTIVE: 11 Creditors Opposes Assumption of Contracts
-----------------------------------------------------------------
Eleven creditors oppose Meridian Automotive Systems, Inc. and its
debtor-affiliates' assumption of their executory contracts and
leases:

   * DaimlerChrysler Corporation,
   * General Electric Capital Corporation,
   * Gelco Corporation, d/b/a GE Capital Fleet Services,
   * Johnson Controls, Inc.,
   * MERI (NC) LLC,
   * Saint-Gobain Vetrotex America, Inc.,
   * The Dow Chemical Company,
   * Visteon Corporation,
   * Interiors of America, Inc.,
   * Intier Automotive Seating of America, Inc., and
   * United Steel, Paper and Forestry, Rubber, Manufacturing,
     Energy, Allied Industrial and Service Workers International
     Union.

The Creditors complain that the Debtors failed to adequately
identify the contracts they seek to assume by, among other
things, date, contract number or any other specific information.

Without any identifying information, the Creditors assert that
they will not be able to ascertain which of their division or
affiliate has the information necessary to respond to the
Debtors' request.

To assume executory contracts, the Debtors must cure all defaults
and provide adequate assurance of future performance, the
Creditors maintain.

Certain of the Creditors refute the Debtors' contention that no
cure amounts are due.  Three Creditors state that the appropriate
cure amount with respect to their contracts total approximately:

          Creditor                 Cure Amount
          --------                 -----------
          Johnson Control             $164,656
          MERI                         354,079
          GE Fleet Services             11,359
          Visteon Corp.              3,549,344

The Creditors inform the U.S. Bankruptcy Court for the District of
Delaware that the stated Cure Amounts may be later modified as
additional charges accrue or become known to them or upon the
completion of an appropriate reconciliation.

USW is the exclusive bargaining representative of the hourly
employees of the Debtors' facility located at Jackson, Ohio.  As
described in the Disclosure Statement in support of the Debtors'
Fourth Amended Plan of Reorganization, the collective bargaining
agreement between the Debtors and USW expired on April 21, 2006.
Thus, there is no collective bargaining agreement for the Debtors
to assume concerning the Jackson, Ohio plant, USW informs the
Court.

Saint-Gobain reserves the right to assert additional remedies for
defaults that have not yet occurred but may occur prior to the
Assumption Effective Date.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MERIDIAN AUTOMOTIVE: Stegenga Stays as Chief Restructuring Officer
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Meridian Automotive Systems Inc. and its debtor-affiliates to
continue the employment of Jeffery J. Stegenga as their chief
restructuring officer under the terms of the FTI Engagement
Letter.

The Debtors are authorized to remit any Success Fee earned in
their Chapter 11 cases to FTI Consulting, Inc., and Alvarez &
Marsal as set forth in their request.

The Debtors obtained permission from the Court to employ FTI
Consulting, Inc., as their restructuring advisors, and designated
Jeffery J. Stegenga as their chief restructuring officer.

As reported in the Troubled Company Reporter on Oct. 12, 2006,
Mr. Stegenga has been serving as the Debtors' chief restructuring
officer since their bankruptcy filing, assisting the Debtors in
their operations and managing the Debtors' overall restructuring
efforts.  Among others, Mr. Stegenga assisted in the development
of ongoing business and financial plans and conducted
restructuring negotiations with creditors with respect to an
overall exit strategy for the Debtors' Chapter 11 cases.

In August 2006, Mr. Stegenga resigned from FTI and commenced
employment with Alvarez & Marsal effective Sept. 1, 2006.

As the Debtors' chief restructuring officer, Mr. Stegenga has been
intimately involved in the restructuring process and his continued
efforts are essential to achieving confirmation of the Plan over
the coming months.

The Debtors intended to continue employing FTI as their
restructuring advisors and do not seek to retain the services of
A&M.  Neither A&M nor any of its employees except Mr. Stegenga
will render any services on the Debtors' behalf.  Moreover, the
Debtors will not pay to A&M any fees or expense reimbursements.
FTI has, however, agreed to give A&M 16% of the Success Fee if
earned.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MESABA AVIATION: Pinnacle Transfers $15-Mil. Claim to GSCP
----------------------------------------------------------
The Clerk of the U.S. Bankruptcy Court for the District of
Minnesota received a notice of claim transfer for the proof of
claim filed by Pinnacle Airlines, Inc., for $15,577,352
to:

    Goldman Sachs Credit Partners L.P.
    85 Broad Street
    New York, NY 10004
    Contact Person: Mark J. Kalla
    Tel No.: (612) 340-2600
    Fax No.: (612) 340-2868

Unless Pinnacle objects to the alleged transfer not later than
November 8, 2006, Goldman Sachs will be substituted for Pinnacle,
pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy
Procedure.

Prior to the filing for chapter 11 protection, Pinnacle and Mesaba
Aviation, Inc., executed 12 sub-subleases concerning 11 Saab 340B
aircraft and two General Electric CT7-9B spare engines.

The monthly base rent for the 11 aircraft was $58,000 each.  The
Debtor rejected the Leases on January 11, 2006.  Mesaba returned
the Aircraft and the Spare Engines to Pinnacle.  Pinnacle has
estimated the cost to repair the Aircraft, taking into account
various factors, including Aircraft Checks and Inspections,
Landing Gear Overhauls, Prop Overhauls, and Aircraft Painting.

The breakdown of Pinnacle's Claim Amount:

    Basic Rent due as of the Petition Date          $538,614
    Basic Rent due in Pre-Rejection Period           728,295
    Basic Rent due in Post-Rejection Period       10,819,330
    Estimated Repair Costs                         3,491,112

                     About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 28; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MESABA AVIATION: Can Reject NO27XJ Aircraft Lease
-------------------------------------------------
The Honorable Gregory F. Kishel of the U.S. Bankruptcy Court for
the District of Minnesota permits the Debtor to reject the N027XJ
Aircraft Lease and any other leases or agreements that may be
determined to govern the Debtor's obligations with respect to the
N027XJ Aircraft and related engines and equipment, effective
September 1, 2006.

Any claims arising from the Debtor's rejection of the N027XJ
Aircraft Lease must be filed no later than November 17, 2006.

The Debtor had previously rejected the subleases for all of its
Saab 340B aircraft and has returned the aircraft to the lessor.
The Debtor has likewise rejected all leases related to two of its
340A aircraft, and has arranged for the termination and return of
all of its Avro aircraft.

                     About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 28; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MILLER PETROLEUM: Posts $131,197 Net Loss in Quarter Ended July 31
------------------------------------------------------------------
For the three months ended July 31, 2006, Miller Petroleum Inc.'s
net loss decreased to $131,197 from net loss of $189,775 for the
three months ended July 31, 2005.

Total revenues for the current quarter decreased to $531,918 from
total revenues of $1,484,066 for the same period last year.

The company's balance sheet at July 31, 2006, showed total assets
of $4,998,848, total liabilities of $500,276, temporary equity of
$4,350,000, and total stockholders' equity of $148,572.

Full-text copies of the company's financial statements for the
three months ended July 31, 2006, are available for free at:

              http://researcharchives.com/t/s?1469

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 6, 2006,
Rodefer Moss & Co, PLLC, in Knoxville, Tenn., raised substantial
doubt about Miller Petroleum, Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended April 30, 2006, and 2005.  The
auditor pointed to the Company's recurring operating losses and
common stock subject to put option, which the Company does not
have the current capability of funding.

Headquartered in Huntsville, Tennessee, Miller Petroleum Inc.
-- http://www.millerpetroleum.com/-- operates oil and gas wells,
organizes joint drilling ventures with partners, and rebuilds and
sells oil field equipment.


MIRANT CORP: Committee Approves $34 Million Bonus to Employees
--------------------------------------------------------------
Mirant Corporation and its debtor-affiliates will be giving
$34,000,000 in bonuses to its 125 U.S. employees for the
successful completion of the Company's planned business and
asset sales, and as incentive for the employees to remain with
the Company, according to Thomas Legro, Mirant's senior vice
president and controller, in a regulatory filing with the
Securities and Exchange Commission.

Mirant's employees -- at a level of senior vice president or
below -- are considered as critical to the Company's operation,
Mr. Legro says.

Bonuses will be established through a Special Bonus Plan approved
by the Compensation Committee of Mirant's Board of Directors.

Payments under the Special Bonus Plan will be contingent on:

     (i) the achievement of an established threshold value from
         the sales; and

    (ii) the completion of the sale of the Philippine business
         and receipt of 65% of the threshold values of the
         remaining assets.

Payments under the Plan will be made on or about June 30, 2008,
and participants must be actively employed on June 30, 2008, to
receive any payment.  Target amounts payable to participants in
the Plan will be expressed as a percentage of base salary.
Targets for the Senior Vice President participants will be from
130% to 200% of their base salaries.

Members of the Company's executive committee, are excluded from
the Special Bonus Plan:

    (1) Edward R. Muller, President and Chief Executive Officer;
    (2) James V. Iaco, Jr., EVP and CFO;
    (3) S. Linn Williams, EVP and General Counsel;
    (4) Robert M. Edgell, EVP and U.S. Region Head; and
    (5) William P. von Blasingame, SVP and GM-Caribbean.

Mirant will instead make special equity grants to the Company's
executive committee, Mr. Legro adds.  The grants will be made
under the Company's 2005 Omnibus Incentive Plan at the next
regularly scheduled meeting of the Compensation Committee on
November 8, 2006.  The special equity grants will be vested on
June 30, 2008.

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590), and emerged under the terms of a confirmed Second Amended
Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White & Case
LLP, represented the Debtors in their successful restructuring.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts. The
Debtors emerged from bankruptcy on Jan. 3, 2006.  (Mirant
Bankruptcy News, Issue No. 107; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


MKT #2 INC: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: MKT #2, Inc.
        2241 North Leavitt Avenue
        Chicago, IL 60647

Bankruptcy Case No.: 06-14327

Chapter 11 Petition Date: November 3, 2006

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Scott R. Clar, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 S. Lasalle Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Lexus Financial Services                                 $20,000
P.O. Box 9490
Cedar Rapids, IA 52409

ComEd                                                     $8,000
Bill Payment Center
Chicago, IL 60668

City of Chicago                                           $3,097
Dept. of Water Management
P.O. Box 6330
Chicago, IL 60680

Windy City Furniture                                      $2,200
2221 S. Michigan Ave.
Chicago, IL 60616

AT&T                                                     Unknown
225 W. Randolph
Chicago, IL 60606

City of Chicago, Building                                Unknown
Dept.
121 North LaSalle St.
Chicago, IL 60602

Edward Vrdolyak                                          Unknown
741 N. Dearborn
Chicago, IL 60610

Eric Ferleger                 may have interest          Unknown
Ferleger & Associates         in Fletcher Jones
29 S. LaSalle St., Suite 300  claim
Chicago, IL 60603

Eric Janssen                                             Unknown
932 W. Grace St.
Chicago, IL 60613

Fletcher Jones                                           Unknown
1111 North Clark St.
Chicago, IL 60610

Jerome Zurla                                             Unknown
741 N. Dearborn St.
Chicago, IL 60610


MONEY CENTERS: Posts $660,703 Net Loss in 2006 Second Quarter
-------------------------------------------------------------
Money Centers of America, Inc. reported a $660,703 net loss on
$3,060,386 of revenues for the second quarter ended June 30, 2006,
compared with $44,174 of net income on $5,427,270 of revenues for
the same period in 2005.

At June 30, 2006, the company's balance sheet showed $6,019,029 in
total assets and $12,077,575 in total liabilities, resulting in a
$6,058,546 stockholders' deficit.

The company's balance sheet at June 30, 2006, also showed strained
liquidity with $3,719,222 in total current assets available to pay
$11,721,977 in total current liabilities.

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

              http://researcharchives.com/t/s?1459

                      Going Concern Doubt

As reported in the Troubled Company Reporter on May 8, 2006,
Sherb & Co., LLP, in Boca Raton, Florida, raised substantial doubt
about Money Centers of America, 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, working capital
deficit, stockholders' deficit, and accumulated deficit.

                       About Money Centers

Money Centers of America, Inc. -- http://www.moneycenters.com/--  
provides cash access and Transaction Management Systems for the
gaming industry, utilizing a customer-centric approach that is
aimed at leveraging technology, generating value, and creating
measurable results in profitability, customer satisfaction and
loyalty.


MORGAN STANLEY: Fitch Holds B- Rating on $13.8-Mil. Class L Certs.
------------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Dean Witter Capital I Inc.,
commercial mortgage pass-through certificates, series 2000-LIFE1:

     -- $8.6 million class D to 'AAA' from 'AA';

     -- $17.2 million class E to 'A+' from 'A';

     -- $6.9 million class F to 'A' from 'BBB+';

     -- $13.8 million class H to 'BBB' from 'BBB-';

     -- $6.9 million class J to 'BBB-' from 'BB+'.

In addition, Fitch affirms:

     -- $415.8 million class A-2 at 'AAA';

     -- Interest-only class X at 'AAA';

     -- $22.4 million class B at 'AAA';

     -- $25.9 million class C at 'AAA';

     -- $5.2 million class K at 'BB-';

     -- $13.8 million class L at 'B-'.

The $1.7 million class G and the $5.6 million class M are not
rated by Fitch.  Class A-1 paid in full.

The rating upgrades are due to additional paydown and defeasance
since Fitch's last rating action.  As of the October 2006
distribution date, the pool's collateral balance has decreased 21%
to $543.8 million from $689.0 million at issuance.  In total, 13
loans (12.1%) have defeased.

Two loans (1.8%) are currently in special servicing.  The largest
specially serviced asset (1%) is an office property in St. Paul,
MN and is currently in foreclosure.  The special servicer took
title to the property back in August and will be marketing the
property for sale.  Losses are expected on this asset and will be
absorbed by the non-rated class M.

The second specially serviced loan (0.7%) is an industrial
property in New Orleans, Louisiana which suffered damage as a
result of Hurricane Katrina.  The borrower has brought the loan
current and repairs are ongoing at the property.  Fitch does not
expect a loss on this loan.


MOTORSPORT AFTERMARKET: Moody's Rates $220 Million Loan at Ba3
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 first time rating to
Motorsport Aftermarket Group, Inc.'s $220 million first lien bank
debt and a B2 Corporate Family Rating.  The ratings reflect both
the overall probability of default of the company, to which
Moody's assigns a PDR of B2, and a loss given default of LGD3, 32%
to the bank debt.

The rating outlook is stable.

The first lien bank credit commitments, consisting of a
$160 million term loan and a $60 million revolving credit
facility, are part of the financing arranged to fund Leonard Green
& Partners acquisition of MAG.  MAG will also issue $110 million
of senior subordinated notes, which are not rated.

The B2 Corporate Family and PD ratings consider the substantial
leverage deployed in MAG's capital structure, its modest size, and
the likely role which acquisitions will play in its corporate
strategy.  The rating is balanced from benefits attributable to
leading market shares enjoyed by its multiple brands, current
favorable trends in the parts and accessories sector of the
motorcycle industry, strong EBITA margins, and the company's
favorable initial liquidity profile.

While revenues are concentrated in North America, the company has
a diverse customer base and benefits from a multi-channel
distribution system to efficiently capture available margin.
Although its products are predominately used in aftermarket
applications, demand is driven more by upgrades to new and used
vehicles to enhance performance, image and ergonomics rather than
repair or maintenance.  Thus, much of the company's revenues are
derived from discretionary purchases which could suggest cyclical
vulnerability.  Current trends support expectations of modest
growth in MAG's dominant "on-road" segment.

The Ba3 rating of the first lien bank credit facilities reflects
an LGD3, 32% loss given default assessment.  Both MAG's bank debt
and subordinated notes benefit from up-streamed guarantees from
material domestic subsidiaries and a down-streamed guarantee by
the holding company parent, Rally Holdings, Inc.  The bank debt
has a first lien over substantially all assets of MAG and the
guarantors, including capital stock of the company and of each
domestic subsidiary, 65% of the capital stock of each foreign
subsidiary and all intercompany debt.

Extensive balance sheet intangibles will be created from the
multiple paid for the company and application of purchase
accounting.  Hard asset coverage provided to first lien holders is
weak, leaving lender recovery expectations in downside scenarios
exposed to enterprise valuations.  However, the combination of
those values and substantial amounts of junior capital beneath the
bank debt accommodate an uplift to Ba3 for the first lien
obligations, two notches above the Corporate Family Rating.

Headquartered in Irvine, Calif., Motorsport Aftermarket Group,
Inc., is a holding company with investments in subsidiaries which
design, manufacture and market parts and accessories for the
motorcycle and ATV industries.


MULTIPLAN INC: Moody's Assigns Loss-Given-Default Ratings
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sector,
the rating agency confirmed its B2 Corporate Family Rating for
MultiPlan, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Secured
   Revolving Credit
   Facility, Due 2012     B2       B1      LGD3       38%

   Senior Secured
   Term Loan B
   Due 2013               B2       B1      LGD3       38%

   Senior Secured
   Term Loan C
   Due 2013               B2       B1      LGD3       38%

   Senior Subordinated
   Notes, Due 2016        Caa1     Caa1    LGD6       90%

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

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

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

MultiPlan Inc. -- http://www.multiplan.com/-- serves as a single
gateway to a host of primary, complementary and out-of-network
strategies for managing the financial risks associated with
healthcare claims.  Clients include large and mid-sized insurers,
third-party administrators, self-funded plans, HMOs and other
entities that pay claims on behalf of health plans.


NE ENERGY: Moody's Affirms B2 Corporate Family Rating
-----------------------------------------------------
Moody's Investors Services has affirmed the ratings of NE Energy,
Inc. and Northeast Generation Company.

NEEI's first lien working capital facility was increased to
$70 million from $35 million and its first lien synthetic letter
of credit facility was decreased to $65 million from
$100 million.  However, the ratings and LGD point estimates did
not change for any of the facilities as a result of this change in
capital structure and the rating outlook for NEEI continues to be
stable.

Moody's affirmation of NGC's Ba3 rating on its $320 million Series
B Senior Secured Bonds due 2026 reflects the announcement by NEEI
it had completed the acquisition of NGC from Northeast Utilities,
which had been expected.

Northeast Generation Company, a wholly-owned subsidiary of NE
Energy, Inc., is a power generation project consisting of nearly
1,300 MW of pumped storage and conventional hydroelectric power
generation facilities located in Massachusetts and Connecticut. NE
Energy, Inc., which is expected to be headquartered near Hartford,
Connecticut, is an independent power generation company owned by
Energy Capital Partners, a private equity firm with offices in
Short Hills, New Jersey and San Diego, California.

Ratings affirmed include:

   * Northeast Generation Company

     -- Senior secured bonds at Ba3

   * NE Energy, Inc

     -- Corporate family rating at B2
     -- Probability of default rating at B2

     -- Liquidity rating at SGL-3

     -- Senior secured 1st lien term loan at B1 (LGD 3, 42%)

     -- Senior secured 1st lien working capital facility at B1
        (LGD 3, 42%)

     -- Senior secured 1st lien synthetic L/C facility B1 (LGD 3,
        42%)

     -- Secured 2nd lien term loan at B3 (LGD 5, 76%)


NEW MEDIA: Has $4.6 Million Stockholders' Deficit as of July 31
---------------------------------------------------------------
New Media Lottery Services Inc.'s balance sheet at July 31, 2006,
showed total assets of $1,692,813, total liabilities of
$2,513,193, and minority interest of $3,832,117, resulting in a
total stockholders' deficit of $4,652,497.

For the three months ended July 31, 2006, the company reported
an $897,827 net loss on $54,057 of net revenues, compared to
a $480,376 net loss on $0 of net revenues for the three months
ended July 31, 2005.

Full-text copies of the company's financial statements for the
three months ended July 31, 2006, are available for free at:

             http://researcharchives.com/t/s?1467

Headquartered in Harrisonburg, Virginia, New Media Lottery
Services Inc. -- http://www.nmlsinc.com/-- designs, builds,
implements, manages, hosts and supports Internet and wireless
based lottery programs.


NEW RISING FENIX: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: New Rising Fenix, Inc.
        995 East Daniel Drive
        Mt. Vernon, MO 65712
        Tel: (417) 466-3700
        Fax: (417) 466-7993

Bankruptcy Case No.: 06-30470

Type of Business: The Debtor offers trucking services.
                  See http://www.risingfenix.com/

                  The Debtor filed for bankruptcy on March 20,
                  2002 (Bankr. W.D. Mo. Case No. 02-30285).

Chapter 11 Petition Date: November 2, 2006

Court: Western District of Missouri (Joplin)

Debtor's Counsel: Raymond I. Plaster, Esq.
                  Moon, Plaster & Sweere, LLP
                  3275 East Ridgeview Street, Suite C
                  Springfield, MO 65804
                  Tel: (417) 862-3704
                  Fax: (417) 862-1936

Total Assets: $2,006,042

Total Debts:  $2,946,638

Debtor's 18 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Heartland WRHS & Dist. Inc.                $676,918
P.O. Box 27
Mt. Vernon, MO 65712

Rocin Liquidation Estate                   $205,821
c/o Patrick T. McLaughlin
Spencer Fane Britt & Browne
1 North Brentwood Boulevard, Suite 1000
St. Louis, MO 63106

Rebsamen Insurance, Inc.                   $181,992
c/o Brian K. Asberry
Neale & Newman
P.O. Box 10327
Springfield, MO 65808

IRS Collection Division                    $153,023
SB/SE Insolvency Terr. 9, Group 2
Stop 5334 STL
P.O. Box 66778
St. Louis MO 63166

Rising Fenix, Inc.                         $125,000
P.O. Box 231
Mt. Vernon, MO 65712

Liberty Bank                                $96,125

Crum & Forster Insurance                    $95,941

Peoplease Corp.                             $70,000

Thilman & Filippini, LLC                    $45,937

Clifford Strong                             $35,533

Premium Assignent Corp.                     $25,802

Charles A. Daniel                           $25,000

Internal Revenue Service                    $21,051

Chase Platinum Mastercard                   $18,012

Qualcomm, Inc.                              $14,779

Associated Wholesale Grocers                $12,743

Froman Law Firm                             $12,554

Oklahoma Tax Commission                     $12,000


NEW WORLD: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the restaurant sector, the rating agency confirmed
its B2 Corporate Family Rating for New World Restaurant Group.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $80M Sr. Sec.
   Term Loan
   d. 1/2011              B2       Ba2     LGD2       20%

   $15M Sr. Sec.
   Revolver
   d. 1/2011              B2       Ba2     LGD2       20%

   $65M Sr. Sec.
   2nd Lien Term
   Loan d. 2/2012         B3       B3      LGD4       65%

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

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

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

New World Restaurant Group is headquartered in Golden, Colorado.


NORTHWEST AIRLINES: Posts $1.179 Bil. Net Loss in 2006 Third Qtr.
-----------------------------------------------------------------
Northwest Airlines Corporation reported a third quarter net loss
of $1,179,000,000.  This compares with a third quarter 2005 net
loss of $475,000,000.  Excluding reorganization and unusual items,
Northwest reported a third quarter net profit of $252,000,000
versus a third quarter 2005 net loss of $234,000,000.

The third quarter results include a net loss for the month of
September of $337,000,000.  Excluding reorganization items,
Northwest reported a September pre-tax loss of $13,000,000.

Doug Steenland, Northwest Airlines president and chief executive
officer, said, "Our third quarter results are a significant
improvement over last year's results and demonstrate further that
we are making steady progress in restructuring Northwest Airlines.
However, our September loss indicates that we still have work to
do in order to reach our goal of sustained profitability."

The company reiterated its guidance of early October that it
expects to report a loss, excluding reorganization items, for the
last four months of the year.  For full year 2006, based on the
airline's current fuel and revenue estimates, Northwest is
forecasting a modest profit with an estimated pre-tax margin of
approximately two percent, excluding reorganization items, on
more than $12,000,000,000 in revenue.

"Our expectation of a modest profit for 2006 is an indication that
our restructuring is working.  We have been able to stop the
losses of the past six years that totaled $4,200,000,000, now
achieving break even status and even forecasting a modest profit
for the year," Mr. Steenland continued.

"While this is an important interim milestone for Northwest, we
must continue to implement the remaining actions in our
restructuring plan to achieve our goal of sustained
profitability."

Operating revenues in the third quarter increased 0.9% versus the
third quarter of 2005 to $3,400,000,000.  System passenger revenue
increased 2.9% to more than $2,500,000,000 on 8.0% fewer mainline
available seat miles, resulting in an 11.8% improvement in unit
revenue.  Including regional carrier revenues, Northwest's
consolidated unit revenue improved 12.8% on 9.1% fewer ASMs.

Operating expenses in the quarter decreased 12.2% year-over-year,
excluding unusual items, to $3,000,000,000, while mainline unit
costs, excluding fuel and unusual items, decreased by 11.8% on
7.8% fewer ASMs.  Salaries, wages and benefits decreased 26.2%,
primarily due to a combination of labor cost reductions, headcount
reductions and the reduced level of flying.  Aircraft rental
expense decreased 49%, primarily due to restructured and rejected
aircraft leases.

During the third quarter, fuel averaged $2.18 per gallon,
excluding taxes, up 18.0% versus the third quarter of last year.
Increased fuel prices were partially offset by 9.7% fewer gallons
consumed primarily because of the company's capacity reductions.

Northwest's quarter-ending unrestricted cash and short-term
investments balance was approximately $2,100,000,000, including
net proceeds from the airline's refinancing of its previous
$975,000,000 term loan into a new $1,225,000,000 debtor-in-
possession (DIP)/exit facility that closed in August.

                             Pensions

On August 17, Northwest employees attended a White House ceremony
where President Bush signed the Pension Protection Act into law.
The Act, which received broad bipartisan support in Congress,
contains a provision that will save airline employees' defined
benefit pension plans.

"The passage and signing of the Pension Protection Act was the
culmination of an unprecedented cooperative effort involving
employees from throughout the company, Northwest senior
management, and union officials," Mr. Steenland said.

"The new law allows us to preserve hard-earned pension benefits at
a manageable cost level, a true 'win-win' for our employees and
for Northwest."

             Strengthening Northwest's Global Network

Earlier this month, Northwest, along with its joint venture
partner KLM, announced an expansion of their European flight
network with new service to Brussels, Belgium and Dusseldorf,
Germany from Detroit as well as the first nonstop service between
Hartford, Connecticut and Europe via the joint venture's hub at
Amsterdam, the Netherlands.

In September, Northwest filed an application with the U.S.
Department of Transportation detailing the important public
benefits of the airline's application for new daily service
between its WorldGateway at Detroit hub and Shanghai, China.

                 Renewing the Northwest fleet

Earlier this month, Northwest reached agreements with The Boeing
Company and Rolls-Royce plc that allow the airline to accept
delivery of its new-generation Boeing 787 aircraft, beginning in
the third quarter of 2008.  The agreements are subject to U.S.
Bankruptcy Court approval.

Northwest will be the first North American airline to fly the new
787.  "The Boeing and Rolls-Royce agreements are examples of the
steady progress we are making in restructuring and optimizing the
airline's fleet," Mr. Steenland added.

Northwest achieved a major restructuring milestone earlier this
month with orders from two manufacturers for 72 new, two-class
aircraft that each will accommodate 76 customers.  Northwest
ordered 36 Bombardier Canadair Regional Jet 900s and 36 Embraer
175s that will offer Northwest Airlink customers a "best-in-class"
product experience.

                           Restructuring

During the quarter, Northwest completed a $1,225,000,000
refinancing of $975,000,000 of existing bank obligations at more
favorable terms and gained access to $250,000,000 in incremental
liquidity.  The new facility can be converted to permanent exit
financing, securing part of the debt financing the airline will
need to emerge from Chapter 11 protection.

Neal Cohen, executive vice president and chief financial officer,
said, "We are pleased to have closed on a new DIP/exit facility
which reduces the company's annual interest expense.  Our key
stakeholders in the capital markets have recognized Northwest's
progress towards its restructuring goal of positive cash flow and
sustained profitability."

Commenting on the aircraft transactions, he added, "We have now
completed restructuring the contracts on our new Airbus and
Boeing aircraft as well as our new and existing regional jet
aircraft fleets.  With these agreements, as well as the other
aircraft restructuring actions accomplished during the Chapter 11
process, Northwest will have competitive aircraft ownership costs
going forward."

                      Selected Financial Data

                  Northwest Airlines Corporation
     Unaudited Condensed Consolidated Statement of Operations
             For Three Months Ended September 30, 2006

Operating Revenues
   Passenger                                     $2,554,000,000
   Regional carrier revenues                        358,000,000
   Cargo                                            254,000,000
   Other                                            241,000,000
                                                ---------------
   Total Operating Revenues                       3,407,000,000

Operating Expenses
   Aircraft fuel and taxes                          948,000,000
   Salaries, wages, and benefits                    678,000,000
   Selling and marketing                            199,000,000
   Aircraft maintenance materials and repair        170,000,000
   Other rentals and landing fees                   151,000,000
   Depreciation and amortization                    122,000,000
   Aircraft rentals                                  52,000,000
   Regional carrier expenses                        356,000,000
   Other                                            365,000,000
                                                ---------------
   Total Operating Expenses                       3,041,000,000

Operating Income                                    366,000,000

Other Income (Expense)
   Interest expense, net                           (137,000,000)
   Investment income                                 30,000,000
   Foreign currency gain (loss)                      (3,000,000)
   Other                                              2,000,000
                                                ---------------
   Total other income (expense)                    (108,000,000)
                                                ---------------
Income (Loss) Before Income Taxes                   258,000,000

   Reorganization items, net                     (1,431,000,000)

Income (Loss) Before Income Taxes and Cumulative
   Effect of Accounting Change                   (1,173,000,000)

   Income tax expense (benefit)                       6,000,000
                                                ---------------
Income (Loss) Before Cumulative Effect
   of Accounting Change                          (1,179,000,000)
Cumulative effect of change in acctg. principle               -
                                                ---------------
Net Income (Loss)                               ($1,179,000,000)
                                                ===============

                  Northwest Airlines Corporation
     Unaudited Condensed Consolidated Statement of Operations
             For Nine Months Ended September 30, 2006

Operating Revenues
   Passenger                                     $7,028,000,000
   Regional carrier revenues                      1,093,000,000
   Cargo                                            704,000,000
   Other                                            763,000,000
                                                ---------------
   Total Operating Revenues                       9,588,000,000

Operating Expenses
   Aircraft fuel and taxes                        2,578,000,000
   Salaries, wages, and benefits                  2,029,000,000
   Selling and marketing                            583,000,000
   Aircraft maintenance materials and repair        542,000,000
   Other rentals and landing fees                   436,000,000
   Depreciation and amortization                    390,000,000
   Aircraft rentals                                 174,000,000
   Regional carrier expenses                      1,088,000,000
   Other                                          1,122,000,000
                                                ---------------
   Total Operating Expenses                       8,942,000,000

Operating Income (Loss)                             646,000,000

Other Income (Expense)
   Interest expense, net                           (413,000,000)
   Investment income                                 73,000,000
   Foreign currency gain (loss)                      (4,000,000)
   Other                                              6,000,000
                                                ---------------
   Total other income (expense)                    (338,000,000)
                                                ---------------
Income (Loss) Before Income Taxes                   308,000,000

   Reorganization items, net                     (2,870,000,000)

Income (Loss) Before Income Taxes and Cumulative
   Effect of Accounting Change                   (2,562,000,000)

   Income tax expense (benefit)                       6,000,000
                                                ---------------
Income (Loss) Before Cumulative Effect of
   Accounting Change                             (2,568,000,000)
Cumulative effect of change in acctg. principle               -
                                                ---------------
Net Income (Loss)                               ($2,568,000,000)
                                                ===============

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 44; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NPC INTERNATIONAL: Moody's Assigns Loss-Given-Default Rating
------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the restaurant sector, the rating agency confirmed
its B2 Corporate Family Rating for NPC International Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $75m Senior
   secured revolver
   due 2012               B1       Ba3     LGD3        30%

   $300m Senior
   secured term
   loan B due 2013        B1       Ba3     LGD3        30%

   $175m 9.5%
   senior sub.
   notes due 2014        Caa1      Caa1    LGD5        84%

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

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

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

NPC International Inc. is a franchisee of Pizza Hut restaurants,
with about 800 restaurants and delivery kitchens in more than 25
states, mostly in the South.


OCCAM NETWORKS: Restates 2005 Annual Financial Report
-----------------------------------------------------
Occam Networks Inc. has filed with the Securities and Exchange
Commission an amended financial report on Form 10-K for the year
ended Dec. 25, 2005, disclosing PriceWaterhouseCoopers LLP's going
concern opinion about the company.

PriceWaterhouseCoopers raised substantial doubt about the
company's ability to continue as a going concern after auditing
the company's financial statements for the years ended Dec. 28,
2003 and Dec. 26, 2004.  The auditing firm pointed to the
company's significant operating losses and negative cash flows
from operations since inception.

                           2005 Results

Occam Networks's balance sheet at Dec. 25, 2005, showed total
assets of $27,947,000, total liabilities of $13,116,000, and
redeemable preferred stock of $34,942,000, resulting in a total
stockholders' deficit of $20,111,000.  The company's total
stockholders' deficit at Dec. 26, 2004, stood at $13,893,000.

For the year ended Dec. 25, 2005, the company's net loss decreased
to $7,438,000 from $14,989,000 for the year ended Dec. 26, 2004.

Sales for the year ended Dec. 25, 2005, rose to $39,238,000
compared to sales of $17,329,000 for year ended Dec. 26, 2004.

Full-text copies of the company's financial statements for the
year ended Dec. 25, 2005, are available for free at
http://researcharchives.com/t/s?146f

Based in Santa Barbara, Calif., Occam Networks Inc. (OTCBB:OCNW)
-- http://www.occamnetworks.com/-- engages in the design,
development, and marketing of broadband loop carrier networking
equipment that enables telephone companies to deliver voice, data,
and video services.


OMNICARE INC: Moody's Assigns Loss-Given-Default Ratings
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sector,
the rating agency confirmed its Ba2 Corporate Family Rating for
Omnicare, Inc.

Moody's also revised or held its probability-of-default ratings
and assigned loss-given-default ratings on these debentures:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   8.125% Senior
   Subordinated
   Notes Due 2011         Ba3      Ba2     LGD4       55%

   6.125% Senior
   Subordinated
   Notes Due 2013         Ba3      Ba2     LGD4       55%

   6.75% Senior
   Subordinated
   Notes Due 2013         Ba3      Ba2     LGD4       55%

   6.875% Senior
   Subordinated
   Notes Due 2015         Ba3      Ba2     LGD4       55%

   3.25% Convertible
   Senior Debentures
   Due 2035               B1       Ba3     LGD5       82%

   Old PIERS Trust
   Preferred              B2       B1      LGD6       95%

   New PIERS Trust
   Preferred              B2       B1      LGD6       95%

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

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

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

Based in Covington, Kentucky, Omnicare, Inc. --
http://www.omnicare.com/-- a geriatric pharmaceutical services
company, provides pharmaceuticals and related ancillary pharmacy
services to long-term healthcare institutions primarily in the
United States and Canada.


PERKINS & MARIE: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the restaurant sector, the rating agency held its
B2 Corporate Family Rating for Perkins & Marie Callender's Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $40M Gtd. Sr.
   Sec. Revolver
   d. 5/2011              B2       Ba2     LGD2       16%

   $100M Gtd. Sr.
   Sec. Term Loan
   d. 5/2013              B2       Ba2     LGD2       16%

   $190M Gtd. 10%
   Sr. Unsec. Notes
   d. 10/2013             B3       B3      LGD5       72%

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

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

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

Perkins & Marie Callender's Inc. operates and franchises more than
600 full-service restaurants under the Perkins and Marie
Callender's banners.  The company is headquartered in Memphis,
Tennessee.


PINNOAK RESOURCES: Operating Risks Cues S&P to Junk Rating
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Canonsburg, Pa. based PinnOak Resources LLC to 'CCC+'
from 'B-' and removed all ratings from CreditWatch, where they
were placed with negative implications on Sept. 1, 2006.

At the same time, the bank loan rating on its $175 million credit
facility was lowered to 'B-' from 'B' and the recovery rating was
affirmed at '1', indicating expectations of a full recovery of
principal in the event of a payment default.

The outlook is negative.

"The downgrade reflects our concerns about the company's declining
liquidity levels--brought about by recent poor financial
performance--which we deem to be inadequate to deal with the
inherent operating risks endemic to coal mining," Standard &
Poor's credit analyst Marie Shmaruk said.

"In addition, we expect the company's liquidity position to
deteriorate further by year-end, as it continues to deal with
operational problems and a below-market coal supply contract."

With just over 4 million tons of production, PinnOak is a
relatively small producer, with the bulk of its production from
only two mines.

"We could lower the ratings if the company experiences further
adverse operating or market conditions that further affect
liquidity," Ms. Shmaruk said.

"Conversely, we could revise the outlook to positive if the
company weathers near-term challenges and begins to realize higher
prices that result in an improving liquidity and financial
performance."


PORTLAND GENERAL: Earns $10 Million in Third Quarter of 2006
------------------------------------------------------------
Portland General Electric Company filed its financial statements
for the three months ended Sept. 30, 2006, with the Securities and
Exchange Commission on Oct. 31, 2006.

At Sept. 30, 2006, the Company's balance sheet showed
$3.665 billion in total assets, $2.467 billion in total
liabilities, and $1.198 billion in total stockholders' equity.

Portland General Electric reported net income of $10 million for
the third quarter ending Sept. 30, 2006, compared with net income
of $19 million for the third quarter 2005.

The Company experienced higher operating revenues offset by
increased purchased power and fuel expenses during the quarter.
Furthermore, in September, the Oregon Public Utility Commission
issued permanent rules for the implementation of Oregon Senate
Bill 408 (SB 408), a new Oregon law defining the rate treatment of
income taxes.

As a result, the Company recorded a $22 million reserve
($13 million after-tax) for the potential refund obligation to
customers related to the Company's current estimate of the impacts
of SB 408.

Operating revenues of $372 million for the third quarter 2006
reflect a 4.8% increase compared to the prior year's third quarter
revenues of $355 million.

The revenue increase this quarter was driven by growth in the
average number of customers served, warmer weather and an increase
in wholesale sales.

A Jan. 1, 2006, rate increase related to higher power costs also
contributed to the increase.  Increased revenues were reduced by
the reserve taken related to SB 408.

"One of PGE's top priorities is to invest in ways that meet the
needs of our growing service territory," Portland General Electric
chief executive officer and president Peggy Fowler said.

"Our focus on expanded generating capacity is already evident in
our new, highly efficient, 400 MW natural gas-fired plant, Port
Westward, and the Biglow Canyon Wind Farm project.  We believe
that investment in generation, in our transmission and
distribution system, and in renewable energy will provide returns
to our shareholders while enhancing our service position for our
customers."

                     Third Quarter 2006 Summary

   * Total retail energy deliveries for the period increased 2.5%
     to 4,717,000 MWhs in 2006 from 4,600,000 MWhs in 2005.

   * As of Sept. 30, 2006, PGE served approximately 793,000
     customers as compared to approximately 779,000 on Sept. 30,
     2005, a 1.8% increase.

   * On July 24, 2006, the Company reached a new all-time high net
     system load summer peak of 3,706 MW, surpassing the previous
     record set one month earlier.

   * Total operating revenues increased by 4.8% to $372 million in
     2006 from $355 million in 2005.  This was primarily the
     result of a 3.7% rate increase effective Jan. 1, 2006,
     increased energy sales across all customer classes and
     increased wholesale sales.  In addition, operating revenues
     were reduced by $22 million due to the reserve taken related
     to SB 408.

   * Purchased power and fuel expense increased by $32 million
     primarily due to increased power purchases to meet higher
     total system load requirements as well as higher wholesale
     prices.  These increases were partially offset by continued
     favorable regional hydro conditions.  The mark-to-market
     impact included $12 million of unrealized net gains on
     derivative activities in the third quarter of 2006 compared
     with $7 million of unrealized net gains in the third quarter
     of 2005.

   * Production, distribution, administrative and other expenses
     increased by $2 million compared to last year's third
      quarter.

                         Year-to-Date 2006

For the nine months ending Sept. 30, 2006, net income was
$31 million compared with $73 million for the same period in 2005.
The principal drivers for the decrease were replacement power
costs related to the unplanned outages at the Company's Boardman
Power Plant in the first half of the year, unrealized mark-to-
market losses on power and natural gas contracts, which are
expected to reverse in the fourth quarter, and a reserve related
to SB 408.  These factors were partially offset by continued
favorable regional hydro conditions and increased retail energy
sales.

Operating revenues were $1,104 million compared with
$1.059 billion for the same period in 2005.  The 4.2% increase was
driven by an increase in customers served; colder weather in the
first quarter and warmer weather in June and September compared to
the respective periods in 2005; a Jan. 1, 2006, rate increase
related to higher power costs; and increased wholesale sales.

                       Capital Expenditures

PGE's capital expenditures for 2006 are expected to be
approximately $374 million compared to actual 2005 expenditures of
$255 million.  Capital expenditures for 2006 consist of
$193 million for ongoing production, transmission and distribution
facilities and $159 million for Port Westward, the Company's new
natural gas-fired plant, currently under construction in
Clatskanie, Ore., and expected to come online in the first quarter
of 2007.  The 2006 estimate also includes $22 million for the
Biglow Canyon Wind Farm and advanced metering infrastructure, both
of which are in the initial stages of development.

                             Dividend

On Oct. 26, 2006, the PGE board of directors approved a quarterly
common stock dividend of $0.225 cents per share.  The dividend is
payable on Jan. 15, 2007, to shareholders of record at the close
of business on Dec. 26, 2006.

                  Overview of Recent Developments

Senate Bill 408

On Sept. 14, 2006, the OPUC issued a final order that adopted
permanent rules to implement SB 408.  The intent of SB 408 is to
ensure that the amount collected from customers for income taxes
matches the amount paid to governmental entities by investor-owned
utilities.

In the Rules, the OPUC adopted the use of fixed reference points
for margins and effective tax rates from a ratemaking proceeding
to determine the amount of taxes collected from customers for
income taxes.

The Commission also adopted a methodology to determine the amounts
properly attributed to a consolidated group's income tax liability
using a formula based on the ratio of the utility's payroll,
property and sales to the consolidated group's amounts for the
same items.

This ratio is then multiplied by the amount of total taxes paid by
the consolidated group to determine the utility's attributed
portion.

In addition, the OPUC determined that interest should begin to
accrue Jan. 1, 2006, using a mid-year convention for differences
between income taxes collected and income taxes paid to
governmental entities for tax year 2006.

The OPUC recognizes the so-called "double whammy" effect wherein
the application of the Rules can result in unusual outcomes in
certain situations.

For example, if the utility incurs higher expenses or receives
lower revenues, resulting in lower taxes paid than the OPUC
assumed it would incur in its last rate case, the automatic
adjustment clause under SB 408 will require the utility to make a
refund to customers and decrease the utility's earnings; and if
the utility incurs lower expenses or receives higher revenues, the
automatic adjustment clause under SB 408 will surcharge customers
and increase the utility's earnings.

In PGE's assessment of the Rules, the Company has revised its
estimate of potential refunds to customers to be about $42 million
(pre-tax) for fiscal year 2006.

Based on this estimate, the Company recorded a $31 million
(pre-tax) reserve for the first nine months of 2006, including
$22 million during the third quarter of 2006 for a potential
refund obligation to customers.

In accordance with the statute, the Company will file a report
with the OPUC by Oct. 15, 2007, for the 2006 tax year regarding
the amount of taxes paid by the Company as well as the amount of
taxes authorized to be collected in rates, as defined by the
statute.

The Company will continue to evaluate its options for changing or
modifying the legislation and Rules, and challenging any
adjustment that follows for the 2006 tax year.

General Rate Case

PGE filed a general rate case in March 2006 for consideration by
the OPUC.  Based on a 2007 test year, the general rate case
proposed a retail rate increase of $143 million (8.9%) across all
customer classes and a return on equity of 10.75% to become
effective early in 2007.

The OPUC staff, the Company, and key intervenors have signed
Stipulation agreements, which settled multiple revenue requirement
items; key issues of cost of capital and power costs remain
outstanding.

All testimony has been filed and the OPUC is expected to issue its
final order in mid-January 2007 following public hearings, briefs
and oral arguments.

     Boardman Power Plant Deferral of Replacement Power Costs

Total incremental power costs to replace the output of Boardman
were approximately $92 million, including $52 million in 2006.
PGE filed an accounting application with the OPUC for deferral of
replacement power costs for the turbine rotor outage, estimated at
$46 million, for the period Nov. 18, 2005, through Feb. 5, 2006,
for later ratemaking treatment.  All testimony has been filed and
a decision is expected in the fourth quarter of 2006 or in early
2007.

                    Trojan Investment Recovery

On Aug. 31, 2006, the Oregon Supreme Court issued a ruling on
PGE's Petitions for Alternative Writ of Mandamus, abating class
action proceedings until the OPUC responds to a case remanded by
the Marion County Circuit Court in 2003.

The Oregon Supreme Court concluded that the OPUC has primary
jurisdiction to determine what, if any, remedy it can offer to PGE
customers, through rate reductions or refunds, for any amount of
return on the Trojan investment PGE collected in rates for the
period from April 1995 through October 2000.

The Supreme Court further stated that if the OPUC determines that
it can provide a remedy to PGE's customers, then the class action
proceedings may become moot in whole or in part, but if the OPUC
determines that it cannot provide a remedy, and that decision
becomes final, the court system may have a role to play.

The Supreme Court also ruled that the plaintiffs retain the right
to return to the Marion County Circuit Court for disposition of
whatever issues remain unresolved from the remanded OPUC
proceedings.

The Marion County Circuit Court issued an Order of Abatement in
response to the Supreme Court's ruling, abating the class actions
for one year.

                        Stock Distribution

PGE ceased to be a subsidiary of Enron Corp. on April 3, 2006,
with the issuance of 62.5 million shares of new common stock, of
which approximately 35 million shares were issued to a Disputed
Claims Reserve for future distribution to Enron creditors with
allowed and settled claims.

The stock, listed on the New York Stock Exchange, began regular
way trading on April 10, 2006.  Subsequent distributions,
including an Oct. 3, 2006, distribution of approximately 1,640,000
shares, reduced the total shares held in the Reserve to
approximately 53% of total shares outstanding.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1465

                 About Portland General Electric

Portland, Ore.-based Portland General Electric Company (NYSE: POR)
-- http://www.PortlandGeneral.com/-- is a fully integrated
electric utility that serves 793,000 residential, commercial, and
industrial customers in Oregon.

                           *     *     *

Portland General Electric Company's preferred stock carries
Moody's Investors Service's Ba1 rating.


PREMIUM PAPERS: Files Disclosure Statement in Delaware
------------------------------------------------------
Premium Papers Holdco LLC and its debtor-affiliates filed a
Disclosure Statement explaining their joint Chapter 11 Plan of
Reorganization with the U.S. Bankruptcy Court for District of
Delaware on Oct. 30, 2006.

The Court previously approved the sale of substantially all of PF
Papers' assets related to its business operations in Park Falls,
Wisconsin to a third party buyer.  The Debtors are now seeking to
administer the remaining assets in the PF Papers estate and Smart
Papers estate.

The Plan contemplates the transfer of substantially all of the
Debtors' remaining assets to Newco on the Effective Date.  Under
the Plan, the Debtors will issue 92.5% of its outstanding shares
of capital stock in Newco to Plainfield Asset Management to
satisfy Plainfield's $5,000,000 secured claim.  The remaining 7.5%
of the initially issued and outstanding shares of capital stock in
Newco will be issued to the Creditor Trust.

The Plan also provides that the Creditor Trust Assets, which
include:

   -- $200,000,
   -- the Creditor Trust Shares,
   -- the Excluded Causes of Action,
   -- the Reorganized Membership Interests, and
   -- other Excluded Assets, if any, that the Committee elects to
      be transferred to the Creditors Trust,

will be transferred to the Creditor Trust on the Effective Date
for the benefit of Allowed General Unsecured Claim holders.

The remaining shares will be used to pay unsecured creditors, and
another $1.6 million will be paid to former owner International
Paper.

On the Effective Date, Newco will all or a portion of the
Plainfield postpetition claim in cash from proceeds of the exit
financing facility.

Under the Plan, holders of allowed administrative claims, ad
valorem tax claims and priority claims will be paid in full.

Holders of other secured claims will either be:

   a) paid in full;

   b) received title to the holders' collateral; or

   c) paid under the terms of an agreement.

All Subordinated Claim and Membership Interest holders will not be
entitled to receive any distributions or retain any property on
account of their claims and interests.

The Court will convene a hearing on Nov. 22, 2006, at 10:00 a.m.,
to consider approval of the Debtors' disclosure statement.

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC --
http://www.smartpapers.com/-- is an independent manufacturer and
marketer of a wide variety of premium coated and uncoated printing
papers, such as Kromekote, Knightkote, and Carnival.  The Company
and its debtor-affiliates, SMART Papers LLC and PF Papers LLC,
filed for chapter 11 protection on March 21, 2006 (Bankr. D. Del.
Case No. 06-10269).  Ian S. Fredericks, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, represents the Debtors.  Mary E. Seymour,
Esq., at Lowenstein Sandler PC, represents the Official Committee
of Unsecured Creditors.  Traxi LLC serves as the Debtors'
financial advisor.  When the Debtors filed for protection from
their creditors, they listed unknown estimated assets and $10
million to $50 million estimated debts.


PREMIUM PAPERS: Wants Until Feb. 14 to Remove Prepetition Actions
-----------------------------------------------------------------
Premium Papers Holdco LLC and its debtor-affiliates asks the U.S.
Bankruptcy Court for District of Delaware to extend until
Feb. 14, 2007, the period  within which they can remove pending
civil actions from State Court.

The Debtors inform the Bankruptcy Court that they have been
focused on obtaining one or more buyer's for their assets.
Furthermore, they have negotiated a Plan with the Plan Proponents,
Wachovia Bank, N.A., the Official Committee of Unsecured
Creditors, International Paper Company and Plainfield Special
Situations Master Fund Limited.

The extension, the Debtors say, will give them ample time to make
fully-informed decisions in removing of each pending prepetition
action and will assure that they don't forfeit valuable rights
under Section 1452.

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC --
http://www.smartpapers.com/-- is an independent manufacturer and
marketer of a wide variety of premium coated and uncoated printing
papers, such as Kromekote, Knightkote, and Carnival.  The Company
and its debtor-affiliates, SMART Papers LLC and PF Papers LLC,
filed for chapter 11 protection on March 21, 2006 (Bankr. D. Del.
Case No. 06-10269).  Ian S. Fredericks, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, represents the Debtors.  Mary E. Seymour,
Esq., at Lowenstein Sandler PC, represents the Official Committee
of Unsecured Creditors.  Traxi LLC serves as the Debtors'
financial advisor.  When the Debtors filed for protection from
their creditors, they listed unknown estimated assets and $10
million to $50 million estimated debts.


PTX FLOORING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: PTX Flooring Inc.
        2701 128th Street
        Toledo, OH 43611

Bankruptcy Case No.: 06-33162

Type of Business: The Debtor is a wholesaler of home furnishing
                  and a flooring contractor.

Chapter 11 Petition Date: November 2, 2006

Court: Northern District of Ohio (Toledo)

Judge: Richard L. Speer

Debtor's Counsel: Raymond L. Beebe, Esq.
                  Raymond L. Beebe Co., LPA
                  1107 Adams Street
                  Toledo, OH 43604
                  Tel: (419) 244-8500
                  Fax: (419) 244-8538

Total Assets: $1,090,934

Total Debts:    $912,071

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Internal Revenue Services                                $220,559
Insolvency Group 3
1240 East 9th Street, Room 457
Cleveland, OH 44199

Floorlayers Local #248           Contributions           $156,000
9270 East Arena Road
Rossford, OH 43460

Ohio Department of Job and       Taxes                    $39,714
Family Services
145 South Front Street
Columbus, OH 43265-0836

Ryder Transportation Services    Trade Debt               $12,117
P.O. Box 96723
Chicago, IL 60693

ICI Paints                       Trade Debt                $6,882
21033 Network Place
Chicago, IL 60673-1210

Amtico International Inc.        Trade Debt                $5,039

Atlas Carpet Mills Inc.          Trade Debt                $4,914

Home Depot Co.                   Trade Debt                $4,907

Painters Union Local #7          Contributions             $4,688

Kissoff Rayner Foos Kruse        Trade Debt                $4,567

City of Toledo                   Income Tax                $4,181

Bishop Distributing Co.          Trade Debt                $3,906

Waste Management                 Services                  $3,662

NES Rentals                      Trade Debt                $2,711

Florstar Sales Inc.              Trade Debt                $2,391

Wholesale Installation Supplies  Trade Debt                $1,677
Sylvania, Ohio

Jordan Power Equipment           Trade Debt                $1,621

JJ Industries                    Trade Debt                $1,566

Columbia Gas                     Utility Service           $1,548

Wholesale Installation Supplies  Trade Debt                $1,534
Maumee, Ohio.


QWEST COMMS: Sept. 30 Stockholders' Deficit Narrows to $2.576 Bil.
------------------------------------------------------------------
Qwest Communications International Inc. filed its financial
statements for the third quarter ended Sept. 30, 2006, with the
Securities and Exchange Commission on Oct. 31, 2006.

Qwest reported solid third quarter results highlighted by higher
revenue, strong growth in earnings, and nine consecutive quarters
of year-over-year margin expansion.

For the current quarter, Qwest reported net income of $194 million
compared with a loss of $144 million in the third quarter 2005.

"We are very pleased that Qwest continues to gain momentum with
its third quarter of sequential improvement in earnings per
share," Qwest chairman and chief executive officer Richard C.
Notebaert said.  "Customers are embracing our higher-value, higher
ARPU products that contribute to our revenue while our cost
structure and investments remain focused and rational."

                         Financial Results

Qwest reported revenue of $3.5 billion for the third quarter,
benefiting from improving sales within Qwest's diverse portfolio
of growth products, including high-speed Internet, advanced data
products and digital voice service. Year-ago revenues included the
impact of $52 million recognized in the third quarter of 2005 from
a large government contract.

"We continue to deliver on our expectations for the year," Qwest
vice chairman and chief financial officer Oren G. Shaffer said.
"Our margins continue to expand toward our target of the mid-30%
range, our free cash flow is squarely on track for the year, and
we continue to pursue additional opportunities to expand top-line
growth."

Qwest's operating expenses declined 6.3% to $3.1 billion for the
third quarter of 2006, compared with the third quarter of 2005, as
a result of improvements in productivity and operating
efficiencies, lower facility costs and lower depreciation.
Operating expense in the third quarter of 2006 included $43
million of severance charges as productivity improvements outpaced
normal attrition levels.

Qwest's adjusted EBITDA margins increased to 32.5% in the third
quarter, excluding severance charges, marking the ninth
consecutive quarter of year-over-year margin expansion.  This
represents a 390 basis point improvement from the third quarter a
year ago, after adjusting for $26 million of real estate
realignment in the year ago quarter, and up 60 basis points
sequentially.

Net income for the quarter improved to $194 million from a loss of
$144 million in the year-ago quarter.  The current quarter
includes a benefit of $92 million from a tax-sharing settlement
and a severance charge of $43 million.

             Cash Flow, Capital Spending, and Interest

The company generated solid free cash flow of $358 million in the
quarter resulting from continued improvement in operating results
and lower debt levels.  Free cash flow year-to-date totaled
$803 million before one-time items, which is nearly 70% higher
than the same period in 2005.  Qwest continues to expect free cash
flow of $1.35 billion to $1.5 billion in 2006 compared with
$904 million in 2005 (both before one-time payments).

Third-quarter capital expenditures totaled $394 million, compared
with $445 million in the third quarter of 2005 with a continued
focus on the proportion spent on broadband to enable higher speeds
and footprint expansion.  Capital spending in 2006 is expected to
approximate the 2005 level as the company continues to focus on
support for the highest service levels and disciplined investment
in key growth areas, which includes approximately 40% of wireline
spending focused on broadband.

Interest expense totaled $291 million for the third quarter,
compared to $384 million in the year-ago quarter, which is on
track with the company's expectation for a $300 million reduction
in annual interest expense resulting from its retirement of high
coupon, legacy debt and lower debt levels.

                       Balance Sheet Update

In its effort to continue to improve the balance sheet and free
cash flow, Qwest reduced total net debt (gross debt less cash and
short-term investments) to $13.7 billion, down $800 million since
year-end 2005.  The company maintained strong liquidity with cash
and short-term investments of $1.2 billion at the end of the
quarter.

At Sept. 30, 2006, the company's balance sheet showed
$21.114 billion in total assets and $23.690 billion in total
liabilities, resulting in a $2.576 billion stockholders' deficit.
The company had a $2.826 billion deficit at June 30, 2006.

The company's Sept. 30 balance sheet also showed strained
liquidity with $3.575 billion in total current assets and
$5.144 billion in total liabilities.

                              Bundles

Since the launch of new bundles in 2005, Qwest has experienced
measurable success in growing the number of customers who
subscribe to more than one service.  Qwest's full-featured bundled
offering includes digital voice, high-speed Internet access, a
national wireless offering and integrated TV services through
Qwest's own ChoiceTV or its marketing alliance with DIRECTV, Inc.

The company's bundle penetration increased to 56% in the quarter,
compared with 50% a year ago.  Sales of voice packages plus three
or four products continue to drive significant growth.  Customer
demand for value-added services is driving higher consumer ARPU,
which increased 7% to $50 from $47 a year ago.

                       Customer Connections

The company continues to see growth from customer connections as a
result of bundling and localized sales initiatives.  Qwest's
customer connections, which include consumer and small-business
primary and secondary access lines, high-speed Internet
subscribers, wireless, and video customers, grew 121,000
sequentially and 344,000 from the year ago quarter, marking the
fourth consecutive quarter of year-over-year increases.

Strong results in bundle subscriber additions and customer
connections were partially offset by year-over-year total retail
line losses of 5.1%, excluding 32,000 affiliate disconnects in the
prior year.

                        High-Speed Internet

Qwest High-Speed Internet continued to show robust growth for the
quarter.  As a result, mass markets data and Internet revenues
increased 10% sequentially and 42% year-over-year.  Qwest
benefited from strong demand, particularly in the conversion of
customers from dial-up to broadband and migration to higher-speed
offerings.  The company added over 175,000 high-speed Internet
lines in the third quarter.  This represents a 10% increase
sequentially and a 47% increase year-over-year in total
subscribers.  This month, the company reached total subscribers of
2 million -- a key milestone.

In July, Qwest launched the "Price for Life" promotion that offers
Qwest ChoiceTM DSL Deluxe (1.5 Mbps) for new customers who sign a
two-year term commitment, a fixed price for life (unless they
terminate, change service or change ISPs).  Due to the strong
response to this promotion, Qwest expanded "Price for Life" in
October to new Qwest Choice DSL Premium (3-5 Mbps) customers.

Qwest continued to invest in its high-speed Internet footprint as
well as increase the speeds available to customers.  Currently,
82% of Qwest's households are eligible for broadband services, up
from approximately 67% at the end of 2004 with growing focus on
increasing speeds to the footprint.

                           Digital Voice

Last quarter, the company launched its "digital voice" campaign to
promote Qwest's reliable, high-quality, integrated local and long-
distance services.  Qwest's digital voice penetration, which is
long-distance subscribers as a percent of retail local lines,
expanded to 39% from 36% a year ago.

                             Wireless

Wireless revenue grew 3% compared to the prior year, driven by
promotions and successful bundling efforts.  Qwest continues to
benefit from wireless in the bundle with approximately 75% of
wireless subscribers on an integrated bill with at least one other
service.  The company's wireless subscriber base totaled 781,000
for the quarter.

During the quarter, Qwest introduced two new wireless handsets -
the Samsung A920 and the ultra-thin Sanyo 6600 Katana. The A920
includes Music on Demand and full-track music downloading through
the Qwest music store. Both the A920 and the Katana handsets
support some of the most advanced wireless technologies, including
global positioning system (GPS) navigation and Bluetoothr
capabilities.

                        DIRECTV(R) Alliance

Total DIRECTV subscribers reached 311,000 in the quarter with
customers growing more than 45% from the second quarter and more
than 3x from a year ago.  Qwest and DIRECTV's strategic
relationship allows Qwest to offer DIRECTV digital satellite
television services to residential customers across the entire
Qwest 14-state region.

In August, the company in coordination with DIRECTV, launched the
"Qwest Football Bundle" -- Qwest High-Speed Internet service,
digital voice (unlimited local and long-distance service) and
DIRECTV programming, including its college football and exclusive
professional football package subscriptions, just in time for the
football season.

                     Enterprise and Wholesale

Enterprise and Wholesale channels continue to be driven by strong
demand in data and Internet services.  Qwest continues to advance
its MPLS-based capabilities, VoIP and iQ suite of services in the
marketplace driving strong volumes.  Enterprise growth products
continue to gain traction representing over 20% of business
revenue and growing at nearly 30% on an annualized basis,
excluding the impact of the large government contract in the prior
year.

During the quarter, Qwest closed its acquisition of OnFiber
Communications, Inc., an Austin, Texas-based provider of custom-
built and managed metropolitan Ethernet and wide-area networks.
OnFiber operates an all-optical network in 23 metropolitan areas
across the nation and features a full offering of access and
transport services.

Also in this quarter, Qwest announced new or expanded networking
and voice and data agreements with Buca, Inc., the State of
Minnesota, USDA Forest Service, OpSource, C&D Technologies, Brooke
Corporation, and Affiliated Computer Services (ACS).

The company's wholesale channel continued to drive growth and
improve efficiency in delivering services to customers.  Wholesale
long-distance revenue grew 6.1% year over year, continuing to
benefit from its focus on growth customers including cable,
wireless and VoIP providers.  In the current quarter, Qwest added
Qwest IP Voice 8xx Origination and Qwest Wholesale Hosted VoIP
services to its suite of VoIP solutions, giving wholesale
customers a one-stop shop for all their VoIP needs.

                         Customer Service

Qwest continues to make measurable improvements toward the goal of
providing best-in-class customer service.  In the consumer
business, J.D. Power and Associates recently released the second
wave results for its 2006 Internet Service Provider Residential
Customer Satisfaction survey.  The results showed improvement for
Qwest in every category, with overall high-speed Internet
satisfaction up nearly 6% since the first wave earlier this year.
In addition, Qwest technicians continue to be ranked higher than
the industry average in all areas.  The results demonstrate Qwest
employees' commitment to further improve customer satisfaction.

                              Awards

In October, Atlantic-ACM, a research consultancy serving the
telecommunications and information industries, published survey
results that ranked Qwest's wholesale channel No. 1 in the
industry for provisioning and customer service.  In addition,
Qwest earned four Metro Carrier Excellence Awards for its local
voice, transport, SONET, and direct Internet connection services.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1468

Based in Denver, Colorado, Qwest Communications International Inc.
(NYSE: Q) -- http://www.qwest.com/-- provides high-speed
Internet, data, video and voice services.  With approximately
40,000 employees, Qwest is committed to the "Spirit of Service"
and providing world-class services that exceed customers'
expectations for quality, value and reliability.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 27, 2006,
Dominion Bond Rating Service changed the trend on the ratings of
Qwest Communications International Inc.'s senior notes at BB
(low)/B (high) and its affiliates, including its wholly owned
incumbent fixed-line business, Qwest Corporation's senior notes at
BB to Positive from Stable and confirmed the ratings of the group.

As reported in the Troubled Company Reporter on Aug. 3, 2006,
Moody's Investors Service placed the B1 corporate family rating of
Qwest Communications International Inc. and related entities on
review for possible upgrade based on better than expected free
cash flow in 2006 and through the first half of 2007 coupled with
unexpected revenue strength.  In particular, Qwest's ability to
grow revenues and slow the cash burn at Qwest Communications Corp.
has exceeded Moody's expectations and offset softness in Qwest's
incumbent wireline revenue due to access line erosion.


REGENCY GAS: Moody's Assigns Loss-Given-Default Rating
------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its B1 corporate
family rating on Regency Gas Services LP.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec.
   Revolving Credit
   Facility due 2011      B1       B1      LGD 3      33%

   Sr. Sec. Term Loan
   due 2013               B1       B1      LGD 3      33%

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

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

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

Regency Gas Services LP -- http://www.regencygas.com/-- is a mid-
stream natural gas service company headquartered in Dallas, Texas.
The Company has assets consisting of approximately 3,000 miles of
pipelines, 115,000 horsepower of compression and five gas-
processing plants with aggregate processing capacity of 330
million cubic feet of gas.


RELIANCE NATIONAL: Permanent Injunction Hearing Set on December 12
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
rescheduled Reliance National Insurance Company (Europe) Limited's
hearing at 10:00 a.m., on Dec. 12, 2006, to consider whether a
permanent injunction pursuant to Section 105 and 304(b) of the
Bankruptcy Code should be granted.

As reported in the Troubled Company Reporter on Mar. 10, 2006, the
hearing was previously scheduled on Feb. 27, 2006.

Headquartered in London, England, National Insurance Company
(Europe) Limited is a wholly owned subsidiary of Omni
Whittington Investments (Guernsey) Limited.  Whittington is an
indirect, wholly owned subsidiary of Omni Whittington Group B.V.
The Debtor underwrote insurance business primarily in Europe.
The Debtor did not write business directly in the U.S., however,
it has more than 700 U.S. policyholders.  The Debtor provided
insurance and reinsurance to corporate entities and insurance
companies.

Richard Paul Whatton, in his capacity as the Debtor's Foreign
Representative, filed a Section 304 Petition on Oct. 13, 2005
(Bankr. S.D.N.Y. Case No. 05-46232).  Kenneth P. Coleman, Esq.,
Stephen Doody, Esq., and Kelle Gagne, Esq., at Allen & Overy
LLP, represent Mr. Whatton.  As of Dec. 31, 2004, the Debtor
reported assets totaling GBP184,015,000 and debts totaling
GBP165,011,000.


SAINT PAUL: Case Summary & Two Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Saint Paul Plaza Office Building, LLC
        5817 Allentown Way
        Temple Hills, MD 20748

Bankruptcy Case No.: 06-16999

Chapter 11 Petition Date: November 5, 2006

Court: District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Stanton J. Levinson, Esq.
                  P.O. Box 1746
                  Silver Spring, MD 20915
                  Tel: (301) 649-7888

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
King's Kids Child                Unsecured Note        $250,000
Development Center, LLC
5817 Allentown Way
Temple Hills, MD 20748

Fortress Information             Unsecured Note         $24,500
Technologies, LLC
3011 Courtside Road
Bowie, MD 20721


SEA CONTAINERS: Court Allows Payment of Employee Obligations
------------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates obtained permission
from the Honorable Kevin J. Carey of the U.S. Bankruptcy Court for
the District of Delaware to continue paying in the ordinary course
any and all prepetition amounts relating to their employee
obligations, with no payment to exceed the statutory cap under
Section 507(a)(4) and 507(a)(5).

Sea Containers Services, Ltd. is authorized, but not directed, to
continue to pay any unpaid prepetition monthly contribution
relating to the Employee Pension Schemes and the Pension
Allowance.

Specifically, the Debtors had asked the Court for permission to:

   (a) pay all prepetition Employee wages and salaries;

   (b) reimburse all prepetition Employee Business expenses;

   (c) continue prepetition benefit programs;

   (d) make all payments for which prepetition payroll deductions
       were made;

   (e) pay processing costs and administrative expenses relating
       to the payments; and

   (f) make payments to third parties incidental to the payments.

The Debtors asked the Court to authorize, but not require, them to
pay any outstanding accrued and unpaid Employee Wages and
Benefits up to $10,000 in the aggregate to any individual
Employee in the ordinary course of business, pursuant to Section
507(a)(4) of the Bankruptcy Code.

The Debtors also asked the Court to authorize and direct
applicable banks and other financial institutions to receive,
process, honor, and pay all prepetition checks and transfers drawn
on their payroll accounts to make the payments.

The Debtors' average aggregate monthly compensation over the past
12 months for their Employees, including wages, salaries, and
bonuses, is approximately $1,810,701.

The Debtors do not believe they owe any prepetition employee
salaries and wages because they processed their October payroll
just before filing for bankruptcy.  But, the Debtors say, it is
possible that some Employees may not have been paid all of their
outstanding Prepetition Salaries because, among other reasons:

   (a) some discrepancies may exist, which resolution may reveal
       that additional amounts are owed to Employees;

   (b) overtime and additional shifts may not have been
       processed; or

   (c) some payroll checks issued prepetition may not have been
       presented or cleared as of the Petition Date.

The Debtors reimburse expenses incurred in the ordinary course of
their business on a monthly basis.  These expenses include meal,
travel, and other business-related expenses.  Some employees use
corporate charge cards issued by the Debtors.  The Debtors
believe that they have paid all outstanding balances due in
respect of the Reimbursable Expenses as of the Petition Date.

The Debtors routinely deduct certain amounts from paychecks,
including, without limitation:

   (a) garnishments, child support, and similar deductions;
   (b) deductions for voluntary charitable contributions;
   (c) deductions for employee contributions to pension schemes;
   (d) private medical insurance; and
   (e) other pre-tax and after-tax deductions payable pursuant to
       certain Employee benefit plans.

The Debtors forward the deducted amounts to various third party
recipients.  The Debtors believe that they have forwarded the
Deductions to the appropriate third party recipients.

The Debtors are also required by law to withhold from an
Employee's wages amounts related to, among other things, pay as
you earn income tax and Employees National Insurance Contribution
for remittance to the appropriate taxing authority.

The Debtors are also required by law to contribute an employer
portion from their own funds for NIC, based on a percentage of
gross payroll.  The Debtors' Payroll Taxes, including both the
employee and employer portion, for U.K. fiscal tax year 2005 --
April 1, 2005 to March 31, 2006 -- were approximately
$11,200,000.  On average, the Debtors remit approximately
$936,253 per month to the taxing authorities on account of
Payroll Taxes.

The Debtors believe that, as of the Petition Date, they have paid
all outstanding balances due in respect of the Payroll Taxes.

                       Employee Benefits

The Debtors provide their Employees, directly or indirectly, and
in the ordinary course of business, with a number of employee
benefits, including, but not limited to:

   (a) private medical insurance,
   (b) vacation, sick, holiday and leave pay, and
   (c) miscellaneous other employee benefits.

The Debtors believe that as of the Petition Date, they have paid
all outstanding balances in respect of the Medical and Health
Coverage.

The total annual cost to the Debtors for paid time-off, paid sick
leave, and paid statutory public holidays is approximately
$500,000.

Before the Debtors filed for bankruptcy, Sea Containers Services,
Ltd., maintained several pension schemes for the benefit of its
Employees.  It sponsors three active Employee Pension Schemes:

   (1) the Sea Containers Group Stakeholder Pension Plan;
   (2) the Sea Containers 1983 Pension Scheme; and
   (3) the Sea Containers 1990 Pension Scheme.

Services is the principal participating employer under the 1983
Pension Scheme and 1990 Pension Scheme, while Sea Containers,
Ltd., is not a participating employer or sponsor of any of the
Employee Pension Scheme.

The annual cost under the 1983 Pension Scheme is approximately
$3,617,665.  Under the 1990 Pension Scheme, the current annual
contribution is $13,572.  The Sea Containers Group Stakeholder
Pension Plan is managed by Norwich Union.

Services believes it does not owe any outstanding amount under
the 1983 and 1990 Pension Schemes or the Sea Containers Group
Stakeholder Pension Plan.

Services also provides some Employees with a monthly pension
allowance for the Employee to invest into their own individual
pension scheme.

The Debtors believe that if they don't honor their prepetition
employee obligations, Employee morale and loyalty will be
jeopardized at a time when their employees' support is critical.
As for the Remittances, the Debtors and their Employees may face
legal action if payments are not made.

                      About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
$1.7 billion in total assets and $1.6 billion in total debts.
(Sea Containers Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


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

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   8.75% Sr. Unsec.
   Gtd. Global Notes
   due 2015               B1        B1     LGD5        79%

   Sr. Sec. Gtd.
   Revolving Credit
   Facility due 2010      Ba3       Ba2    LGD3        41%

   Sr. Sec. Gtd.
   Term Loan due 2010     Ba3       Ba2    LGD3        41%

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

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

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

SemGroup, LP -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico and the United
Kingdom.


SFG LP: U.S. Trustee Schedules Creditors Meeting on November 24
---------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of SFG L.P.
and its debtor-affiliates' creditors on Nov. 24, 2006, 9:00 a.m.,
at Austin Room 118, Homer Thornberry Bldg., 903 San Jacinto in
Austin, Texas.

SFG LP -- http://sandiafood.com/-- operates as a franchisee and
operator of "Johnny Carino's" restaurants in Texas, New Mexico and
Arizona.  The Company filed for chapter 11 protection on Aug. 4,
2006 (Bankr. W.D. Tex. Case No. 06-11207).  When the Debtor filed
for protection from its creditors, it estimated its assets and
debts between $10 million and $50 million.

Sandia Food Group, Inc., its general partner, filed for chapter 11
protection on Aug. 7, 2006 (Bankr. W.D. Tex. Case No. 06-11212).
On Aug. 8, 2006, three more affiliates filed chapter 11 petitions
in the same Court.

On Oct. 23, 2006, the Debtors' consolidated chapter 11 cases were
converted into chapter 7 proceeding (Bankr. W.D. Tex. Case No. 06-
11207).


SHORE MEDICAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Shore Medical Inc.
        1050 North Batavia Street, Unit C
        Orange, CA 92867-5542
        Tel: (714) 628-9785

Bankruptcy Case No.: 06-12019

Type of Business: The Debtor manufactures and markets stethoscopes
                  and stethographs.

Chapter 11 Petition Date: November 3, 2006

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Nanette D. Sanders, Esq.
                  Ringstad & Sanders, LLP
                  2030 Main Street, Suite 1200
                  Irvine, CA 92714
                  Tel: (949) 851-7450

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Vital Signs, Inc.                  Judgment            $1,000,000
c/o Edward Zappia, Esq.
725 South Figueroa Street
Suite 2500
Los Angeles, CA 90017-5408

Thermedia                          Commissions            $16,000
301 East Wallace Kneeland
Shelton, WA 98584

Betatherm Sensors                  Trade Debt              $5,681
910 Turnpike Road
Shrewsbury, MA 01545

Automated Packaging                Trade Debt              $5,503
P.O. Box 92485
Cleveland, OH 44193

Sensor Scientific Inc.             Trade Debt              $4,500
6 Kingsbridge Road
Fairfield, NJ 07004

MDI Inc.                           Trade Debt              $4,110

Blue Cross of California           Trade Debt              $2,645

Susquehanna Patriot Bank           Trade Debt              $1,810

Select Personnel Services          Trade Debt              $1,638

Exigent Corp.                      Trade Debt              $1,427

Print-Pac                          Trade Debt                $991

Sunridge Resources LLC             Trade Debt                $944

Peerless                           Trade Debt                $583

ND Industries Inc.                 Trade Debt                $505

Beacon Converters Inc.             Trade Debt                $380

Prudential Overall Supply          Trade Debt                $213

Uline                              Trade Debt                $166

MDS Alarm Systems                  Trade Debt                 $92

Deco Tech                          Trade Debt                 $60

Orange Industrial Hardware         Trade Debt                 $28


SOUTHERN NATURAL: Moody's Assigns Loss-Given-Default Rating
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its Ba1 corporate
family rating on Southern Natural Gas Company.

Additionally, Moody's revised its Ba2 rating on the Company's Nts,
6.125% through 8.875%, due 2007 through 2032 to Ba1, and assigned
and LGD3 loss-given-default rating, suggesting noteholders will
experience a 35% loss in the event of a default.

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

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

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

Southern Natural Gas operates an 8,000-mile long natural gas
pipeline, which serves major markets in the southeastern US. Its
system, which has a storage capacity of about 60 billion cubic
feet, is designed to process nearly 3 billion cubic feet of
natural gas per day.  Southern Natural Gas is a part of El Paso
Corporation's Southern Pipeline Group.


STATION CASINOS: S&P Assigns 'BB' Long-Term Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Station
Casinos Inc., including its 'BB' long-term and 'B-2' short-term
corporate credit ratings, on CreditWatch with negative
implications.

"The CreditWatch listing reflects softer and more competitive
conditions in the Las Vegas 'locals' market, coupled with ongoing
share repurchases at a time when the company's credit measures are
weak for the ratings," Standard & Poor's credit analyst Michael
Scerbo said.

During third quarter earnings announcement, Station lowered its
earnings guidance for the next several quarters based on its
current operating momentum.

In addition, the company's aggressive financial policy continued
during the quarter, as it repurchased about $145 million in
shares, bringing the year to date total to about $880 million.
Given these factors, Station's credit measures have weakened
materially as 2006 has progressed with pro forma total debt to
EBITDA over 6.5x, a level that we consider as very weak for the
current ratings.

In resolving its CreditWatch listing, Standard & Poor's will
assess Station's near- and intermediate-term operating and
financial strategies regarding the pursuit of further debt-
financed growth opportunities or incremental share repurchases. If
the outcome of the analysis is a downgrade, it would likely be
limited to one notch.


STRIKEFORCE TECH.: Posts $778,483 Net Loss in 2006 Second Quarter
-----------------------------------------------------------------
StrikeForce Technologies Inc. reported a $778,483 net loss on
$127,750 of revenues for the second quarter ended June 30, 2006,
compared with a $1,492,102 net loss on $3,724 of revenues for the
comparable period in 2005.

At June 30, 2006, the company's balance sheet showed $2,449,584 in
total assets and $5,455,481 in total liabilities, resulting in a
$3,005,897 stockholders' deficit.

The company's balance sheet at June 30, 2006 also showed strained
liquidity with $543,724 in total current assets available to pay
$2,414,614 in total current liabilities.

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

                http://researcharchives.com/t/s?1464

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 15, 2006,
Massella & Associates, CPA, PLLC, in Syosset, New York, raised
substantial doubt about StrikeForce Technologies' 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, deminimus revenues and working capital
deficiency.

                   About StrikeForce Technologies

Headquartered in Edison, New Jersey, StrikeForce Technologies,
Inc. -- http://www.sftnj.com/-- is a software development and
services company.  The company owns the exclusive right to license
and develop various identification protection software products
that were developed to protect computer networks from unauthorized
access and to protect network owners and users from identity
theft.


SUPERIOR ENERGY: S&P Affirms 'BB' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and its 'BB-' senior unsecured rating on Superior
Energy Services Inc., and also assigned its 'BB+' senior secured
rating and '1' recovery rating to Superior's $200 million term
loan B.

The outlook is stable.

Harvey, La. based Superior, a provider of offshore well services,
rental tools, and liftboat-based services primarily in the U.S.
Gulf of Mexico and Gulf Coast markets, will have around
$520 million of debt on a pro forma basis after this transaction.

Proceeds from the $200 million term loan will be used to help fund
the $358 million acquisition of Warrior Energy Services Corp.,
expected to close in fourth-quarter 2006.  The balance of the
acquisition price will be financed with the issuance of roughly
5.3 million shares of common stock.

The ratings on Superior reflect its limited geographic
diversification, highly cyclical markets, and a growing crude oil
and natural gas production business, viewed as higher risk than
the remainder of Superior's business portfolio.  Solid financial
measures, good cash flow generation, and moderate spending needs
buffer these weaknesses.

The stable outlook reflects the expectation that Superior will
remain focused on its core services business.

In addition, Superior is expected to continue to make
opportunistic acquisitions, while maintaining a moderate financial
policy.

"If Superior increases its oil and gas production beyond its
stated goal of 25% EBITDA, or if that segment exhibits greater-
than-expected volatility, ratings would come under negative
pressure," Standard & Poor's credit analyst Paul B. Harvey said.

"However, if Superior can successfully expand away from the Gulf
of Mexico and bolster its business risk profile, ratings could
be raised over the medium to long term," Mr. Harvey continued.


SUTTER CBO: Fitch Puts Dura-exposed CDOs on Rating Watch Negative
-----------------------------------------------------------------
Fitch has placed one tranche from one public collateralized debt
obligation and one tranche from a private CDO on Rating Watch
Negative following Dura Automotive Corporation's filing for
protection under Chapter 11.

Fitch has identified eight European deals and 32 U.S. deals, with
a total portfolio notional exposure to Dura of more than EUR2.588
billion ($3.235 billion) equivalent.  Fitch will resolve the
Rating Watch Negative status on all CDOs as and when final
valuations for Dura in each transaction are made available.

Transactions with synthetic exposure to Dura, which have not been
placed on Rating Watch Negative, are expected to have sufficient
credit enhancement to withstand the impact of Dura's default.  In
performing this analysis, Fitch applied a 25% recovery rate
assumption for senior debt and assumed total loss for subordinate
positions.  These estimates were based on conservative market
value estimates.

The majority of the U.S. cash CDOs containing exposure to Dura are
high-yield bond CDOs.  They have already experienced rating
downgrades due to the previous credit cycle downturn of 2001 and
2002.  Dura's bankruptcy alone may not be sufficient to cause
further rating volatility as excess spread and de-leveraging may
offset the loss of par value.  Fitch will review these
transactions individually to determine the effect of the loss on
each CDO.

Fitch has placed these tranches on Rating Watch Negative:

   U.S. CDOs:

    Sutter CBO 1998-1 Ltd.

      --Class B 'B-/DR1'.

      ** One privately rated tranche from one European CDO was
         placed on Rating Watch Negative.


TENNESSEE GAS: Moody's Assigns Loss-Given-Default Rating
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its Ba1 corporate
family rating on Tennessee Gas Pipeline Company.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Debs, 6.0% through
   7.625%, due 2011
   through 2037           Ba2      Ba1     LGD3       35%

   Nts, 8.375%,
   due 2032,              Ba2      Ba1     LGD3       35%

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

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

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

Tennessee Gas Pipeline -- http://www.tennesseeadvantage.com/-- is
one of the five interstate pipelines that make up El Paso
Corporation's Pipeline Group.  Tennessee is comprised of
approximately 14,200 miles and 1.4mm certificated horsepower.  The
pipeline stretches from the Mexican border to Canada.  Tapping
supply regions in the Gulf of Mexico, Texas, Appalachia, and
Canada, the Tennessee system serves markets across the Midwest and
mid-Atlantic regions, including major metropolitan centers such as
Chicago, New York, and Boston.


TOWER RECORDS: Wants to End Russell Solomon's Employment Pact
-------------------------------------------------------------
MTS Incorporated, dba Tower Records, and its debtor-affiliates ask
the Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware to end Russell Solomon's employment
contract, The Associated Press reports.

According to the report, Mr. Solomon, the founder and chairman
emeritus of the Company, had enjoyed annual compensation of
$400,000 in cash and $232,000 in notes.

On Thursday, Tower Records' lawyers said no one protested the
decision to sever the employment.  Mr. Solomon, who led the music
retailer for more than 40 years, also did not object to the
request.

Headquartered in West Sacramento, California, MTS, Inc., dba Tower
Records -- http://www.towerrecords.com/-- is a retailer of music
in the U.S., with nearly 100 company-owned music, book, and video
stores.  The Company and its affiliates previously filed for
chapter 11 protection on Feb. 9, 2004 (Bankr. D. Del. Lead Case
No. 04-10394).  The Court confirmed the Debtors' plan on March 15,
2004.

The Company and seven of its affiliates filed their second
voluntary chapter 11 petition on Aug. 20, 2006 (Bankr. D. Del.
Case Nos. 06-10886 through 06-10893).  Richards, Layton & Finger,
P.A. and O'Melveny & Myers LLP represent the Debtors.  The
Official Committee of Unsecured Creditors is represented by
McGuirewoods LLP and Cozen O'Connor.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.  The Debtors' exclusive period to file
a chapter 11 plan expires on Dec. 18, 2006.


TREY RESOURCES:  Posts $638,899 Net Loss in 2006 Second Quarter
---------------------------------------------------------------
Trey Resources, Inc. reported a $638,899 net loss on $1,568,772 of
revenues for the quarter ended June 30, 2006, compared to a
$334,203 net loss on $955,527 of revenues for the comparable
period in 2005.

At June 30, 2006, the company's balance sheet showed $3,273,249 in
total assets and $5,633,253 in total liabilities, resulting in a
$2,360,004 stockholders' deficit.

The company's balance sheet also showed strained liquidity with
$1,679,463 in total current assets available to pay $2,838,258 in
total current liabilities.

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

               http://researcharchives.com/t/s?1460

                          Going Concern Doubt

Bagell, Josephs, Levine & Company, LLC, expressed substantial
doubt about Trey Resources, 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 substantial accumulated deficits and operating losses.

                      About Trey Resources

With principal offices and facilities at Livingston, New Jersey,
Trey Resources, Inc. are business consultants for small and medium
sized businesses and value-added resellers and developers of
financial accounting software.  The company also publishes its own
proprietary EDI software.  The sale of the company's financial
accounting software is concentrated in the northeastern United
States, while their EDI software and programming services are sold
to corporations nationwide.


UNITED RENTALS: Earns $95 Million in 2006 Third Quarter
-------------------------------------------------------
United Rentals Inc. filed its financial statements for the third
quarter ended Sept. 30, 2006, with the Securities and Exchange
Commission on Oct. 31, 2006.

At Sept. 30, 2006, the Company's balance sheet showed
$5.488 billion in total assets, $3.987 billion in total
liabilities, and $1.501 billion in total stockholders' equity.

Total revenues of $1.070 billion for the third quarter increased
9.3% from the third quarter 2005.  Third quarter net income of
$95 million increased 25% from $76 million for the third quarter
2005.

Same-store rental revenues increased 3.5% from the third quarter
2005, and dollar utilization was essentially flat at 72.2%.  Free
cash flow for the third quarter was $135 million after total
capital expenditures of $192 million.  Free cash flow is a
non-GAAP measure.

The company expects to generate $3.95 billion in total revenues in
2006, and raised its outlook for free cash flow to $175 million
after total capital expenditures of approximately $955 million.

             Third Quarter 2006 Financial Highlights

For the third quarter 2006 compared with last year's third
quarter:

   -- Return on invested capital improved 2.3 percentage points
      to 13.0%.

   -- Rental rates increased 5.1%.

   -- SG&A expenses improved 1.2 percentage points to 15.3%
      of revenues.

   -- Operating income of $216 million increased 25%.

   -- Free cash flow generation was $135 million compared with
      negative free cash flow of $62 million.

   -- Contractor supplies sales increased 23% to $109 million.

The size of the rental fleet, as measured by the original
equipment cost, was $4.1 billion and the age of the rental fleet
was 38 months at Sept. 30, 2006, compared with $3.9 billion and
40 months at year-end 2005, and $4 billion and 39 months at
Sept. 30, 2005.

Cash flow from operations was $237 million for the third quarter
2006 compared with $96 million for the same period last year.
After total rental and non-rental capital expenditures of
$192 million, free cash flow for the third quarter 2006 was
$135 million compared with negative free cash flow of $62 million
for the same period last year.

                    First Nine Months Results

Net income, including the second and third quarter charges
totaling $9 million, increased 24% to $171 million for the first
nine months 2006 from $138 million for the first nine months 2005.
Total revenues of $2.91 billion for the first nine months 2006
increased 12.0% from the first nine months 2005.

After total rental and non-rental capital expenditures of
$851 million compared with $736 million for the first nine months
2005, free cash flow for the first nine months 2006 was
$19 million compared with negative free cash flow of $83 million
for the same period last year.

Net debt, which represents debt plus subordinated convertible
debentures less cash, of $2.82 billion at Sept. 30, 2006,
decreased $19 million from Dec. 31, 2005, and $190 million from
Sept. 30, 2005.

                     CEO Comments and Outlook

Wayland Hicks, chief executive officer for United Rentals, said,
"The combination of improved rental rates and excellent profit
flow-through resulted in our continued strong performance in the
quarter.  We also continued our strong contractor supplies growth,
improved our SG&A expense ratio and increased our operating margin
to more than 20%.

"The investments we have been making to take advantage of the
growth opportunities in our markets are paying off in the form of
free cash flow generation, debt reduction and return on invested
capital improvement."

Hicks also said, "We remain focused on driving revenue growth,
improving our margins and increasing our return on capital.  For
the full year 2006, after absorbing the impact of the second and
third quarter items, we are adjusting our outlook range for
diluted earnings per share to $2.12 to $2.22 on total revenue of
$3.95 billion and increasing our outlook for free cash flow to
$175 million."

                    Return on Invested Capital

Return on invested capital was 13.0% for the 12 months ended
Sept. 30, 2006, an improvement of 2.3 percentage points from the
same period a year ago.  The company's ROIC metric uses operating
income for the trailing 12 months divided by the averages of
stockholders' equity, debt, and deferred taxes, net of average
cash.  The company reports ROIC to provide information on the
company's efficiency and effectiveness in deploying its capital
and improving shareholder value.

                        Segment Performance

The company's financial reporting segments are general rentals;
trench safety, pump and power; and traffic control.

General Rentals

The general rentals segment includes rental of construction,
aerial, industrial and homeowner equipment, as well as related
services and activities.

Third quarter 2006 revenues for general rentals were $921 million,
an increase of 9.1% compared with $844 million for the third
quarter 2005.  Rental rates for the third quarter increased 5.3%
and same-store rental revenues increased 3.3% from the same period
last year.  Operating income for general rentals was $190 million
for the third quarter, an increase of 21.8% compared with
$156 million for the same period last year.

First nine months 2006 revenues for general rentals were
$2.54 billion, an increase of 11.8% compared with $2.27 billion
for the first nine months 2005.  Operating income for general
rentals was $414 million for the first nine months, an increase of
18.3% compared with $350 million for the same period last year.

General rentals segment revenues represented 87% of total revenues
for the first nine months 2006.

Trench Safety, Pump and Power

The trench safety, pump and power segment includes rental of steel
trench shields and shoring, pumps, temporary power and climate
control equipment, as well as related services and activities.

Third quarter 2006 revenues for trench safety, pump and power of
$62 million, including a rental rate increase of 2.9%, represent
an increase of 19.2% compared with $52 million for the third
quarter 2005.  Operating income for trench safety, pump and power
was $18 million for the third quarter, unchanged from the same
period last year, reflecting the impact of start up costs related
to seven new branch locations.

First nine months 2006 revenues for trench safety, pump and power
were $166 million, an increase of 27.7% compared with $130 million
for the first nine months 2005.  Operating income for trench
safety, pump and power was $44 million for the first nine months,
an increase of $9 million from the same period last year.

Traffic Control

The traffic control segment includes rental of equipment used for
traffic management, as well as related services and activities.

Third quarter 2006 revenues for traffic control were $87 million,
an increase of $4 million from the third quarter 2005.  Operating
income for traffic control was $8 million for the third quarter
compared with an operating loss of $1 million for the same period
last year.

First nine months 2006 revenues for traffic control were
$209 million, an increase of 4.5% compared with $200 million for
the first nine months 2005.  Traffic control had an operating loss
of $4 million for the first nine months 2006 compared with an
operating loss of $14 million for the first nine months 2005.

                    Third Quarter 2006 Charges

The third quarter 2006 results include debt prepayment charges of
$6 million pre-tax related to the retirement of $63 million of
subordinated convertible debentures in connection with the QUIPs
redemption and a $400 million prepayment of the term loan.

                     Status of the SEC Inquiry

The previously announced SEC inquiry of the company is ongoing.
The company is continuing to cooperate fully with the SEC.  As
previously stated, the inquiry appears to relate to a broad range
of the company's accounting practices and is not confined to a
specific period.

Full-text copy of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?146e

Greenwich, Conn.-based United Rentals Inc. (NYSE: URI) --
http://unitedrentals.com/-- is an equipment rental company, with
an integrated network of more than 760 rental locations in 48
states, 10 Canadian provinces, and Mexico.  The company's 13,900
employees serve construction and industrial customers, utilities,
municipalities, homeowners and others. The company offers for rent
over 20,000 classes of rental equipment.  United Rentals is a
member of the Standard & Poor's MidCap 400 Index and the Russell
2000 Index(R).

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 12, 2006,
Moody's Investors Service upgraded the ratings of United Rentals
Inc. -- corporate family rating to B1 from B2; senior secured to
B1 from B2; senior unsecured to B2 from B3; senior subordinate to
B3 from Caa1; quarterly income preferred securities to Caa1 from
Caa2; and, speculative grade liquidity rating to SGL-2 from SGL-3.
Moody's said the rating outlook is stable.

As reported in the Troubled Company Reporter on Aug. 29, 2006,
Standard & Poor's Ratings Services removed the ratings, including
its 'BB-' corporate credit rating, on equipment rental company
United Rentals (North America) Inc. and on its parent, United
Rentals Inc., from CreditWatch with developing implications.


UNUMPROVIDENT CORPORATION: Moody's Changes Outlook to Negative
--------------------------------------------------------------
Moody's Investors Service changed the outlook on UnumProvident
Corporation's debt ratings, as well as the Baa1 insurance
financial strength ratings of the company's U.S. life insurance
subsidiaries to negative from stable.

Commenting on the change in UnumProvident's outlook, Moody's cited
the third quarter $325 million pre-tax charge in connection with
the disability claims reassessment process.  This charge, in
addition to the first quarter 2006 charge of $86 million, more
than tripled the original reserves of $202 million set aside at
the end of 2004 and the beginning of 2005 to cover the multi-state
and the California claims processing settlements.  The new charge
stems from the company's prior inaccurate assessment of the level
of claims requiring remediation.

Because the process is continuing, Ann Perry, Moody's Vice
President and Senior Credit Officer, noted that "Moody's is
concerned that current estimates of re-opened claims may prove
inadequate, and additional reserves may be required. Furthermore,
the California and multi-state regulatory settlements could
continue to put pressure on expenses and profits as UnumProvident
changes its policy provisions and policy claims handling
procedures for current business to comply with the agreements."
Perry added that absence of additional one-time charges, including
those related to the claims settlement agreements, had been
incorporated into the company's current rating.

In addition, the rating agency said that it believes that the
company will not achieve a group benefit loss ratio of 92% in its
group protection business by the fourth quarter of 2006.

According to Perry, "although the benefit ratio had improved
somewhat since the beginning of 2006, progress on restoring
profitability to the company's core group protection business was
slower that anticipated.  Improvement in the group benefit ratio
to 92% by the end of 2006 had been incorporated into Moody's
rating expectations."

The rating agency indicated that the change in outlook also
reflects the company's earnings interest coverage, and the
likelihood that UnumProvident's earnings interest coverage for
2006 was likely to decline to just over 3x, lower than the rating
agency's expectation of 4 to 6x.

On the positive side, Moody's noted that the company had shown
improvement in recent years in several of its key financial
metrics including lower financial leverage, stronger cash flow
interest coverage and earnings interest coverage ratios, and
stronger consolidated risk based capital ratio.

Moody's said that the factors that could lead to a stable outlook
included the following:

   -- ultimate costs for the disability claims assessment process
      that are within the company's published range of
      expectations;

   -- continued improvement in GAAP and statutory profitability
      and reduced volatility of earnings;

   -- adjusted financial leverage of less than 30%;

   -- sustained consolidated NAIC RBC, including captive
      reinsurers, of at least 300%; and,

   -- cash flow interest coverage of at least 3-4x.

The rating agency noted that UnumProvident's rating could be
lowered

   -- if the company experiences a negative impact to its
      franchise, hurting sales, customer retention, or
      distribution loyalty as a result of financial or
      competitive issues;

   -- if profitability, measured by ROE deteriorates below 5%,
      either because of reduced operating profitability or
      increased charges;

   -- if the capital position, or risk profile of the remaining
      businesses deteriorates as a result of capital redeployment
      of "freed-up" capital associated with structured
      transactions;

   -- if consolidated RBC, including captive reinsurers, drops
      below 275%; if adjusted financial leverage exceeds 35%; or,

   -- cash flow interest coverage falls below 3x.

The outlook on the ratings changed to negative:

   * UnumProvident Corporation:

     -- Senior unsecured debt at Ba1;
     -- subordinated shelf at (P) Ba2;
     -- preferred shelf at (P) Ba3;

   * UNUM Corporation:

     -- Senior unsecured debt at Ba1;

   * Provident Companies, Inc.:

     -- Senior unsecured debt at Ba1;

   * Provident Financing Trust I:

     -- Preferred stock at Ba2;

   * Provident Financing Trusts II/III:

     -- Backed preferred shelf at (P) Ba2;

   * UnumProvident Finance Company plc:

     -- Senior unsecured debt at Ba1;

   * UNUM Life Insurance Company of America:

     -- Insurance financial strength at Baa1;

   * First UNUM Life Insurance Company:

     -- Insurance financial strength at Baa1;

   * Colonial Life & Accident Insurance Company:

     -- Insurance financial strength at Baa1;

   * Provident Life and Accident Insurance Co.:

     -- Insurance financial strength at Baa1;

   * Paul Revere Life Insurance Company:

     -- Insurance financial strength at Baa1;

   * Paul Revere Variable Annuity Insurance Co.:

     -- Insurance financial strength at Baa1.

Moody's last rating action on UnumProvident took place on
May 23, 2006 when the rating agency changed the company's rating
outlook to stable from negative.

UnumProvident Corporation is headquartered in Chattanooga,
Tennessee.  At September 30, 2006, UnumProvident had total assets
of $52 billion and total shareholders' equity of $7.6 billion.


VISTEON CORP: Anticipates 900-Person Workforce Reduction
--------------------------------------------------------
Visteon Corporation expects to reduce its salaried workforce by
approximately 900 people, primarily in higher cost countries.  A
charge of up to $65 million is expected to be recorded in the
fourth quarter of 2006, and the related costs will qualify for
reimbursement from the escrow account.  The company anticipates
that this action will generate up to $75 million of annual savings
when completed.

Visteon says its three-year restructuring plan remains on track.
In January of this year, the company announced plans to fix, sell
or close 23 facilities, of which 11 were to be addressed in 2006.
To date, the company has addressed seven of the 11 facilities.
The company continues to evaluate alternatives and solutions for
the remaining facilities, including divestitures, that yield
acceptable returns to the company.

In the third quarter, the company announced two additional
restructuring actions that were not in the original plan.  These
actions were the announcement of the closure of Visteon's Chicago
facility and the exit of its Vitro Flex glass joint venture.

"We are making good progress implementing our restructuring
activities," James F. Palmer, executive vice president and chief
financial officer, said.  "In addition to the original actions
identified, we have addressed more facilities and announced plans
to further reduce our salaried workforce to continue improving
performance.  We know we have to do more to meet our objectives,
and we are taking the necessary actions."

                          About Visteon

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  With corporate offices in the Michigan
(U.S.); Shanghai, China; and Kerpen, Germany; the company has more
than 170 facilities in 24 countries and employs approximately
50,000 people.

                          *     *     *

Standard & Poor's Ratings Services has lowered its long-term
corporate credit rating on Visteon Corp. to 'B' from 'B+' and its
short-term rating to 'B-3' from 'B-2'.  These actions stem from
the company's weaker-than-expected earnings and cash flow
generation, caused by vehicle production cuts, inefficiencies at
several plant locations, sharply lower aftermarket product sales,
continued pressure from high raw material costs, and several
unusual items that will impact 2006 results.


VISTEON CORP: Posts $177 Million Net Loss in 2006 Third Quarter
---------------------------------------------------------------
Visteon Corporation reported third quarter 2006 results that
included a net loss of $177 million, an improvement over the third
quarter 2005's net loss of $207 million.   The company also
reported continued progress in implementing its three-year plan,
which includes restructuring, improving base operations and
profitably growing its business.

"Our third quarter results came under pressure due, in part, to
significant reductions in vehicle production by a number of our
customers.  We are taking aggressive actions to resize the
business in light of these declines, and we expect conditions to
continue to be challenging for the remainder of the year and into
2007," Michael F. Johnston, chairman and chief executive officer,
said.  "Through the efforts of our employees around the world, we
continued to make solid progress implementing our three-year plan
which is key to positioning Visteon for the long-term."

For third quarter 2006, product sales were $2.48 billion.  Sales
for the same period a year ago totaled $4.12 billion.  Lower
product sales were primarily due to the Oct. 1, 2005 transaction
with Ford Motor Co. that transferred 23 Visteon facilities to
Automotive Components Holdings, LLC, a Ford-managed business
entity.  Services sales for third quarter 2006 were $133 million;
no sales for services were recorded in third quarter 2005.

                       Nine-Month Results

For the first nine months of 2006, product sales were
$8.16 billion.  More than half of the company's product sales were
generated from customers other than Ford, demonstrating continued
progress in diversifying Visteon's customer base.  Sales for the
same period a year ago totaled $14.11 billion, of which non-Ford
sales were 35 percent.  Product sales were lower by $5.95 billion,
primarily due to the transfer of certain plants to ACH in October
2005.  Services sales for the first nine months of 2006 were
$416 million; no sales for services were recorded in the first
nine months of 2005.

Visteon's net loss of $124 million for the first nine months
reflects cost savings net of customer price reductions, the
financial benefit of the elimination of the plants transferred to
ACH and lower depreciation and amortization expense.  The results
include $22 million of non-cash asset impairments related to the
Company's restructuring actions and an extraordinary gain of
$8 million associated with the acquisition of a lighting facility
in Mexico, both of which were recognized in the second quarter of
2006.  Also, as previously indicated, Visteon recognized a
cumulative benefit of $72 million in the first half of 2006
related to the relief of post-employment benefits for Visteon
salaried employees associated with two ACH manufacturing
facilities transferred to Ford.

For the first nine months of 2005, Visteon reported a net loss of
$1.61 billion.  These results included $1.18 billion of non-cash
asset impairments and $18 million of restructuring expenses.

                        New Business Wins

During the first nine months of the year, Visteon was awarded new
incremental business totaling nearly $1 billion, more than 20% of
which will go into production in 2007.  The company continues to
win new business from a diverse range of customers around the
world and across each of the company's key product lines of
climate, electronics, including lighting, and interiors.

"Our business wins highlight the strength of our global footprint,
our innovation, the capability of our people and the growing
diversification of our customer base," Donald J. Stebbins,
president and chief operating officer, said.  "Growing the
business profitably and leveraging technology for our customers
are key elements of our three-year plan."

                      Financing Activities

Free cash flow of negative $116 million for the quarter was an
improvement of $137 million over third quarter 2005.  For the
first nine months of 2006, free cash flow was negative
$223 million, compared with negative $25 million for the same
period in 2005 in which Visteon received the benefit of
accelerated payment terms from Ford as part of the funding
agreement.

During the third quarter, Visteon closed on a new U.S. secured
five-year revolving credit facility with an aggregate availability
of up to $350 million and a European accounts receivable
securitization facility that provides for up to $325 million of
funding for qualified trade receivables, both of which expire in
2011.  These facilities replaced the company's multi-year secured
revolving credit facility of $500 million that was to expire in
June 2007.

The completion of these financings, including the seven-year
$800 million secured term loan closed earlier this year, provides
Visteon with additional flexibility as it implements its three-
year plan.

                             Outlook

The fourth quarter of 2006 is expected to be challenged by low
production volumes from several key customers globally.  Visteon
currently estimates that its 2006 full year EBIT-R will be in the
range of $40 million to $50 million, reflecting lower production
levels and other cost pressures in the second half of the year.
Additionally, the company currently expects free cash flow to be
negative $100 million for full year 2006.  Full year product sales
are expected to be $10.9 billion.

                           About Visteon

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  With corporate offices in the Michigan
(U.S.); Shanghai, China; and Kerpen, Germany; the company has more
than 170 facilities in 24 countries and employs approximately
50,000 people.

                          *     *     *

Standard & Poor's Ratings Services has lowered its long-term
corporate credit rating on Visteon Corp. to 'B' from 'B+' and its
short-term rating to 'B-3' from 'B-2'.  These actions stem from
the company's weaker-than-expected earnings and cash flow
generation, caused by vehicle production cuts, inefficiencies at
several plant locations, sharply lower aftermarket product sales,
continued pressure from high raw material costs, and several
unusual items that will impact 2006 results.


VISTEON CORP: Weak Earnings Cue S&P to Pare 'B+' Corp. Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Visteon Corp. to 'B' from 'B+' and its short-term
rating to 'B-3' from 'B-2'.  These actions stem from the company's
weaker-than-expected earnings and cash flow generation, caused by
vehicle production cuts, inefficiencies at several plant
locations, sharply lower aftermarket product sales, continued
pressure from high raw material costs, and several unusual items
that will impact 2006 results.

Visteon, a manufacturer of automotive components, has total debt
of about $4 billion, including $1.7 billion of underfunded
employee benefit obligations.

The rating outlook is negative.

Visteon has lowered its earnings and cash flow expectations for
2006 to its business challenges.  Earnings, as measured by EBIT
before restructuring costs, are expected to be $40 million to
$50 million, down from previous expectations of $170 million to
$200 million.

Visteon now forecasts negative free cash flow at about
$100 million, down from earlier expectations of positive
$50 million of free cash flow.  Lower vehicle production from the
company's major customers account are a major factor, and had been
expected by Standard & Poor's.  But several other factors have
combined to make the earnings and cash flow forecast significantly
lower than our expectations.

Included are these factors:

   -- Labor disruptions in Europe that have resulted in
      production inefficiencies and premium freight costs;

   -- A 25% drop in aftermarket sales to Ford Motor Co., and a
      rise in aftermarket production costs as the company shifts
      manufacturing to Mexico;

   -- Higher-than-expected materials costs as commodity prices
      remain high, volumes are low, and certain sub-suppliers
      experience financial distress; and,

   -- One-time financing and litigation costs.


WAMU MORTGAGE: Moody's Rates Subordinate Certificates at B2
-----------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by WAMU Mortgage Pass-Through Certificates,
Series 2006-AR15, and ratings ranging from Aa1 to B2 to the
subordinate certificates in the deal.

The securitization is backed by Washington Mutual Bank originated
adjustable-rate, negatively amortizing Jumbo mortgage loans.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination.  Moody's expects
collateral losses to range from 0.55% to 0.7%.

Washington Mutual Bank will service the loans and Washington
Mutual Mortgage Securities Corp. will act as master servicer.
Moody's has assigned Washington Mutual Mortgage Securities Corp
its servicer quality rating of SQ2+ as master servicer.

These are the rating actions:

   * Washington Mutual Pass-Through Certificates, Series 2006-
     AR15

                 Cl. 1A, Assigned Aaa
                 Cl. 1A-1B, Assigned Aaa
                 Cl. 2A, Assigned Aaa
                 Cl. 2A-1B,  Assigned Aaa
                 Cl. 2X-PPP, Assigned Aaa
                 Cl. CA-1C, Assigned Aaa
                 Cl. R, Assigned Aaa
                 Cl. 1X-PPP, Assigned Aaa
                 Cl. B-1, Assigned Aa1
                 Cl. B-2, Assigned Aa1
                 Cl. B-3, Assigned Aa1
                 Cl. B-4, Assigned Aa2
                 Cl. B-5, Assigned Aa2
                 Cl. B-6, Assigned Aa3
                 Cl. B-7, Assigned A1
                 Cl. B-8, Assigned A2
                 Cl. B-9, Assigned A3
                 Cl. B-10, Assigned Baa1
                 Cl. B-11, Assigned Baa3
                 Cl. B-12, Assigned Ba2
                 Cl. B-13, Assigned B2


WASHINGTON MUTUAL: Moody's Rates Subordinate Certificates at Ba1
----------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by the Washington Mutual Mortgage Pass-Through
Certificates WMALT Series 2006-AR9 Trust and ratings ranging from
Aa1 to Ba1 to the subordinate certificates in the deal.

The securitization is backed by SunTrust Mortgage Inc., Alliance
Bancorp, Countrywide Home Loans, Inc., First Magnus Financial
Corporation and various others originated adjustable-rate negative
amortization Alt-A mortgage loans.  The ratings are based
primarily on the credit quality of the loans and on the protection
from subordination.

Moody's expects collateral losses to range from 1.1% to 1.3%.

Washington Mutual Bank will service approximately 86.8% of the
mortgage loans, and Countrywide Home Loans, Inc. will service the
remaining 13.2% of the mortgage loans.  Moody's has assigned
Countrywide Home Loans, Inc. its top servicer quality rating of
SQ1 as a primary servicer of prime loans.

These are the rating actions:

   * Issuer: Washington Mutual Mortgage Pass-Through Certificates
     WMALT Series 2006-AR9 Trust

   * Security: Washington Mutual Mortgage Pass-Through
     Certificates, WMALT Series 2006-AR9

                 Cl. 1-A, Assigned Aaa
                 Cl. R,   Assigned Aaa
                 Cl. CA-1B, Assigned Aaa
                 Cl. CA-1C, Assigned Aaa
                 Cl. CX-1,  Assigned Aaa
                 Cl. 2-A, Assigned Aaa
                 Cl. CX-2-PPP, Assigned Aaa
                 Cl. B-1, Assigned Aa1
                 Cl. B-2, Assigned Aa1
                 Cl. B-3, Assigned Aa1
                 Cl. B-4, Assigned Aa1
                 Cl. B-5, Assigned Aa2
                 Cl. B-6, Assigned Aa3
                 Cl. B-7, Assigned A1
                 Cl. B-8, Assigned A2
                 Cl. B-9, Assigned A3
                 Cl. B-10, Assigned Baa1
                 Cl. B-11, Assigned Baa3
                 Cl. B-12, Assigned Ba1


WELD WHEEL: Court Okays Dinsmore & Shohl as Committee's Co-Counsel
------------------------------------------------------------------
The Honorable Jerry W. Venters of the U.S. Bankruptcy Court for
the Western District of Missouri in Kansas City authorized the
Official Committee of Unsecured Creditors appointed in Weld Wheel
Industries Inc., and its debtor-affiliates' bankruptcy cases to
retain Dinsmore & Shohl LLP as its co-counsel.

As reported in the Troubled Company Reporter on Sept. 20, 2006,
Dinsmore & Shohl will:

     a) advise the Committee with respect to its rights, duties
        and powers as an official unsecured creditors' committee;

     b) advise the Committee with respect to terms, conditions and
        documentation of financing agreements, cash collateral
        orders and related transactions;

     c) advise the Committee in connection with any potential sale
        of assets or businesses;

     d) investigate the nature and validity of liens asserted
        against Debtors' assets and to advise the Committee
        concerning the enforceability of said liens;

     e) investigate and advise the Committee with respect to the
        taking of such actions as may be necessary to collect and,
        in accordance with the applicable law, recover property
        for the benefit of the estates;

     f) prepare and submit on behalf of the Committee, among other
        things, all applications, motions, pleadings, orders,
        notices, schedules and other legal papers to be prepared
        and submitted in the Debtors' case, and to review the
        financial and other reports filed;

     g) advise the Committee and prepare responses to
        applications, motions, pleadings, notices and other
        documents that may be filed and served herein, on the
        Committee's behalf;

     h) counsel the Committee in connection with the formulation,
        negotiation and promulgation of a plan or plans of
        reorganization and related documents;

     i) appear on behalf of the Committee at all hearings
        scheduled before the Court;

     j) review pending litigation and evaluating and advising the
        Committee concerning appropriate actions to be taken under
        the circumstances; and

     k) represent the Committee, and perform all other legal
        services for the Committee that may be necessary.

The hourly rates applicable to the attorneys and paralegals who
will be representing the Committee in connection with the Debtors'
chapter 11 cases are:

        Professional                   Hourly Rate
        ------------                   -----------
        Kim Martin Lewis, Esq.            $440
        John B. Persiani, Esq.            $270
        Donald W. Mallory, Esq.           $245
        Daniel Anstey, Esq.               $160
        Lisa M. Geeding                   $100

Ms. Lewis informed the Court that Dinsmore & Shohl represented
Ormet Primary Aluminum Corporation, the largest unsecured creditor
of the Debtors in other matters.  Ormet had asked the firm to
advise them regarding the Debtors' cases after these cases were
filed and before the firm was selected as co-counsel for the
Committee.  Dinsmore & Shohl had advised the Committee of its
connection with Ormet.  The firm had also informed Ormet that it
can no longer represent Ormet's interests with respect to the
Debtors' chapter 11 cases.

To the best of the Committee's knowledge and except as disclosed
by Ms. Lewis, Dinsmore & Shohl does not hold or represent any
interest adverse to Debtors' estates and is disinterested pursuant
to Section 101(14) of the Bankruptcy Code.

Kansas City, Missouri- based Weld Wheel Industries, Inc., nka XWW
Inc. -- http://www.weldracing.com/-- manufactures forged alloy
wheels to enhance the performance and appearance of racecars, off-
road trucks, luxury pickups, SUV's, premium motorcars, customs,
hot rods, and motorcycles.  Weld Wheel and its two debtor-
affiliates filed for Chapter 11 protection on Aug. 17, 2006 (Bankr
W.D. Mo. Case No. 06-42105).  Cynthia Dillard Parres, Esq., and
Laurence M. Frazen, Esq., at Bryan Cave LLP, represent the
Debtors.  Lisa A. Epps, Esq., at Spencer Fane Britt & Browne LLP
and Kim Martin Lewis, Esq., at Dinsmore & Shohl LLP represent the
Official Committee of Unsecured Creditors.  Mesirow Financial
Consulting LLC gives financial advice to the Committee.  When the
Debtors sought protection from their creditors, they estimated
assets and debts at $10 million to $50 million.


YUKOS OIL: Rosneft Wins $24.5-Bln Loan Pledges From Bank Group
--------------------------------------------------------------
OAO Rosneft Oil Co. received up to $24.5 billion in loan
commitments from a bank consortium, which include Citigroup Inc.
and Morgan Stanley, to finance the purchase of bankrupt OAO Yukos
Oil Co.'s remaining assets, Cecile Gutscher and Todd Prince write
for Bloomberg News.

Bloomberg states that Rosneft has made no decision on borrowing,
citing spokesman Nikolai Manvelov as saying.

According to data compiled by Bloomberg, the financing would be
the biggest-ever to a Russian company and the fourth largest for
Europe.

Bankers familiar with the deal told Bloomberg that:

   -- ABN Amro Holding NV,
   -- Barclays Plc,
   -- Credit Agricole SA's Calyon,
   -- Citigroup,
   -- Goldman Sachs Group Inc.,
   -- JPMorgan Chase & Co., and
   -- Morgan Stanley

have each offered $3.5 billion to Rosneft, which would be repaid
with proceeds from debt and equity sales in 2007.

The bankers said the lenders are offering Rosneft cheaper rates
than it paid six months ago, with the funding split into parts
maturing in six months, one year and 18 months, Bloomberg relates.
The interest payments on the longer dated loans, Bloomberg adds,
will increase if they're not repaid within a year.

                        Sale Auction

Yukos-RM CJSC President Sergey Tregub revealed that the assets of
Yukos Oil may be auctioned off in April-May 2007, noting that the
company is still under inventory procedure.

"The procedure will be completed on Jan. 19.  The results will be
summarized in 45-50 days, upon which the tenders will be held.  It
will be in April-May roughly.  The tenders will be open,"
Mr. Tregub was cited by AK&M as saying.

As reported in the TCR-Europe on Oct. 26, Yukos's assets may be
sold at a discount after a consortium of five appraisers assess
the value of the company's properties.

                         About Yukos

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Government sold its main production unit Yugansk, to
a little-known firm Baikalfinansgroup for US$9.35 billion, as
payment for US$27.5 billion in tax arrears for 2000- 2003.
Yugansk eventually was bought by state-owned Rosneft, which is
now claiming more than US$12 billion from Yukos.

On March 10, a 14-bank consortium led by Societe Generale filed
a bankruptcy suit in the Moscow Arbitration Court in an attempt
to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, court-appointed external manager Eduard Rebgun
filed a chapter 15 petition in the U.S. Bankruptcy Court for the
Southern District of New York (Bankr. S.D.N.Y. Case No. 06-
0775), in an attempt to halt the sale of Yukos' 53.7% ownership
interest in Lithuanian AB Mazeikiu Nafta.

On May 26, Yukos signed a US$1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, the Hon. Pavel Markov of the Moscow Arbitration Court
upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.  The
expected court ruling paves the way for the company's
liquidation and auction.


* BOND PRICING: For the week of October 30 -- November 3, 2006
--------------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
ABC Rail Product                     10.500%  12/31/04     0
Adelphia Comm.                        3.250%  05/01/21     0
Adelphia Comm.                        6.000%  02/15/06     1
Adelphia Comm.                        7.500%  01/15/04    75
Adelphia Comm.                        8.125%  07/15/03    71
Adelphia Comm.                        9.500%  02/15/04    64
Allegiance Tel.                      11.750%  02/15/08    45
Allegiance Tel.                      12.875%  05/15/08    40
Amer & Forgn Pwr                      5.000%  03/01/30    67
Amer Color Graph                     10.000%  06/15/10    69
Antigenics                            5.250%  02/01/25    64
Anvil Knitwear                       10.875%  03/15/07    69
Archibald Candy                      10.000%  11/01/07     0
ATA Holdings                         13.000%  02/01/09     4
Atlantic Coast                        6.000%  02/15/34    13
Autocam Corp.                        10.875%  06/15/14    51
Bank New England                      8.750%  04/01/99     5
Bank New England                      9.500%  02/15/96    13
BBN Corp                              6.000%  04/01/12     0
Budget Group Inc                      9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    58
Calpine Corp                          4.750%  11/15/23    51
Calpine Corp                          6.000%  09/30/14    43
Calpine Corp                          7.625%  04/15/06    73
Calpine Corp                          7.750%  04/15/09    73
Calpine Corp                          7.750%  06/01/15    35
Calpine Corp                          7.875%  04/01/08    75
Calpine Corp                          8.500%  02/15/11    52
Calpine Corp                          8.625%  08/15/10    52
Calpine Corp                          8.750%  07/15/07    71
Calpine Corp                         10.500%  05/15/06    74
Cell Therapeutic                      5.750%  06/15/08    70
Central Tractor                      10.625%  04/01/07     0
Chic East Ill RR                      5.000%  01/01/54    57
Clark Material                       10.750%  11/15/06     0
Collins & Aikman                     10.750%  12/31/11     5
Comcast Corp                          2.000%  10/15/29    41
Comprehens Care                       7.500%  04/15/10    65
Cooper Standard                       8.375%  12/15/14    74
Dal-Dflt09/05                         9.000%  05/15/16    33
Dana Corp                             5.850%  01/15/15    69
Dana Corp                             6.500%  03/01/09    74
Dana Corp                             6.500%  03/15/08    74
Dana Corp                             7.000%  03/01/29    69
Dana Corp                             7.000%  03/15/28    69
Dana Corp                             9.000%  08/15/11    72
Delco Remy Intl                       9.375%  04/15/12    44
Delco Remy Intl                      11.000%  05/01/09    49
Delta Air Lines                       2.875%  02/18/24    34
Delta Air Lines                       7.700%  12/15/05    34
Delta Air Lines                       7.900%  12/15/09    35
Delta Air Lines                       8.000%  06/03/23    35
Delta Air Lines                       8.300%  12/15/29    36
Delta Air Lines                       9.250%  03/15/22    36
Delta Air Lines                       9.250%  12/27/07    29
Delta Air Lines                       9.750%  05/15/21    35
Delta Air Lines                      10.000%  06/01/08    56
Delta Air Lines                      10.000%  06/01/11    70
Delta Air Lines                      10.000%  08/15/08    36
Delta Air Lines                      10.060%  01/02/16    73
Delta Air Lines                      10.125%  05/15/10    35
Delta Air Lines                      10.375%  02/01/11    36
Delta Air Lines                      10.375%  12/15/22    35
Delta Mills Inc                       9.625%  09/01/07    23
Deutsche Bank NY                      8.500%  11/15/16    72
Diamond Triumph                       9.250%  04/01/08    71
Diva Systems                         12.625%  03/01/08     1
Dov Pharmaceutic                      2.500%  01/15/25    48
Drum Financial                       12.875%  09/15/99     0
Dura Operating                        8.625%  04/15/12    30
Dura Operating                        9.000%  05/01/09     8
Duty Free Int'l                       7.000%  01/15/04     0
DVI Inc                               9.875%  02/01/04     8
Dyersburg Corp                        9.750%  09/01/07     0
E.Spire Comm Inc                     10.625%  07/01/08     0
E.Spire Comm Inc                     13.750%  07/15/07     0
Eagle Family Food                     8.750%  01/15/08    74
Empire Gas Corp                       9.000%  12/31/07     1
Epix Medical Inc                      3.000%  06/15/24    71
Exodus Comm Inc                      10.750%  12/15/09     0
Exodus Comm Inc                      11.625%  07/15/10     0
Fedders North AM                      9.875%  03/01/14    63
Federal-Mogul Co.                     7.375%  01/15/06    63
Federal-Mogul Co.                     7.500%  01/15/09    65
Federal-Mogul Co.                     8.160%  03/06/03    60
Federal-Mogul Co.                     8.250%  03/03/05    61
Federal-Mogul Co.                     8.330%  11/15/01    63
Federal-Mogul Co.                     8.370%  11/15/01    60
Federal-Mogul Co.                     8.370%  11/15/01    63
Federal-Mogul Co.                     8.800%  04/15/07    65
Finova Group                          7.500%  11/15/09    28
Ford Motor Co                         6.625%  02/15/28    74
Ford Motor Co                         7.125%  11/15/25    75
Ford Motor Co                         7.400%  11/01/46    74
Ford Motor Co                         7.700%  05/15/97    74
Ford Motor Co                         7.750%  06/15/43    75
GB Property Fndg                     11.000%  09/29/05    57
Golden Books Pub                     10.750%  12/31/04     0
Graftech Int'l                        1.625%  01/15/24    75
GST Network Fndg                     10.500%  05/01/08     0
Gulf Mobile Ohio                      5.000%  12/01/56    75
HNG Internorth                        9.625%  03/15/06    38
Home Prod Intl                        9.625%  05/15/08    71
Imperial Credit                       9.875%  01/15/07     0
Inland Fiber                          9.625%  11/15/07    63
Insight Health                        9.875%  11/01/11    22
Iridium LLC/CAP                      10.875%  07/15/05    24
Iridium LLC/CAP                      11.250%  07/15/05    24
Iridium LLC/CAP                      13.000%  07/15/05    24
Iridium LLC/CAP                      14.000%  07/15/05    25
Isolagen Inc.                         3.500%  11/01/24    74
IT Group Inc                         11.250%  04/01/09     0
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                       9.875%  02/15/02    33
Kaiser Aluminum                      12.750%  02/01/03     9
Kellstrom Inds                        5.500%  06/15/03     0
Kellstrom Inds                        5.750%  10/15/02     0
Kmart Corp                            8.540%  01/02/15    28
Kmart Corp                            9.350%  01/02/20    10
Kmart Funding                         9.440%  07/01/18    23
Liberty Media                         3.250%  03/15/31    72
Liberty Media                         3.750%  02/15/30    62
Liberty Media                         4.000%  11/15/29    67
Lifecare Holding                      9.250%  08/15/13    63
Macsaver Financl                      7.400%  02/15/02     5
Macsaver Financl                      7.600%  08/01/07     5
Macsaver Financl                      7.875%  08/01/03     5
Merisant Co                           9.500%  07/15/13    63
MHS Holdings Co                      16.875%  09/22/04     0
Movie Gallery                        11.000%  05/01/12    65
MSX Int'l Inc.                       11.375%  01/15/08    73
Muzak LLC                             9.875%  03/15/09    62
New Orl Grt N RR                      5.000%  07/01/32    69
Northern Pacific RY                   3.000%  01/01/47    58
Northern Pacific RY                   3.000%  01/01/47    58
Northwest Airlines                    6.625%  05/15/23    62
Northwest Airlines                    7.248%  01/02/12    20
Northwest Airlines                    7.625%  11/15/23    62
Northwest Airlines                    7.875%  03/15/08    63
Northwest Airlines                    8.700%  03/15/07    64
Northwest Airlines                    8.875%  06/01/06    63
Northwest Airlines                    9.152%  04/01/10     7
Northwest Airlines                    9.179%  04/01/10    27
Northwest Airlines                    9.875%  03/15/07    64
Northwest Airlines                   10.000%  02/01/09    62
NTK Holdings Inc                     10.750%  03/01/14    69
Nutritional Src                      10.125%  08/01/09    66
Oakwood Homes                         7.875%  03/01/04     9
Oakwood Homes                         8.125%  03/01/09     6
Oscient Pharm                         3.500%  04/15/11    70
OSU-DFLT10/05                        13.375%  10/15/09     0
Outboard Marine                       9.125%  04/15/17     0
Overstock.com                         3.750%  12/01/11    73
Pac-West-Tender                      13.500%  02/01/09    55
PCA LLC/PCA Fin                      11.875%  08/01/09    25
Pegasus Satellite                     9.625%  10/15/49    13
Pegasus Satellite                     9.750%  12/01/06    11
Pegasus Satellite                    12.375%  08/01/06    11
Pegasus Satellite                    13.500%  03/01/07     0
Phar-mor Inc                         11.720%  09/11/02     2
Piedmont Aviat                       10.250%  01/15/49     3
Pixelworks Inc                        1.750%  05/15/24    73
Plainwell Inc                        11.000%  03/01/08     2
Pliant Corp                          13.000%  07/15/10    40
Polaroid Corp                         7.250%  01/15/07     0
Polaroid Corp                        11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    41
Primus Telecom                        8.000%  01/15/14    60
Primus Telecom                       12.750%  10/15/09    74
PSINET Inc                           10.500%  12/01/06     0
PSINET Inc                           11.000%  08/01/09     0
Radnor Holdings                      11.000%  03/15/10    12
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp.                       6.500%  09/01/04     8
RJ Tower Corp.                       12.000%  06/01/13    22
Scotia Pac Co                         7.110%  01/20/14    75
Spinnaker Inds                       10.750%  10/15/06     0
Toys R Us                             7.375%  10/15/18    75
Tribune Co                            2.000%  05/15/29    67
Trism Inc                            12.000%  02/15/05     0
United Air Lines                      8.700%  10/07/08    39
United Air Lines                      9.020%  04/19/12    56
United Air Lines                      9.200%  03/22/08    49
United Air Lines                      9.300%  03/22/08    49
United Air Lines                      9.350%  04/07/16    33
United Air Lines                      9.560%  10/19/18    61
United Air Lines                     10.020%  03/22/14    49
United Air Lines                     10.110%  01/05/06     3
United Air Lines                     10.110%  02/19/49    48
United Air Lines                     10.850%  02/19/15    48
United Homes Inc                     11.000%  03/15/05     0
US Air Inc.                          10.750%  01/01/49    24
Venture Holdings                     11.000%  06/01/07     0
Venture Holdings                     12.000%  06/01/09     0
Vesta Insurance Group                 8.750%  07/15/25     9
Werner Holdings                      10.000%  11/15/07     8
Wheeling-Pitt St                      6.000%  08/01/10    70
Winn-Dixie Store                      8.875%  04/01/08    75
Winstar Comm Inc                     12.500%  04/15/08     0
Winstar Comm Inc                     12.750%  04/15/10     0
World Access Inc                     13.250%  01/15/08     5
Xerox Corp                            0.570%  04/21/18    43
Ziff Davis Media                     12.000%  07/15/10    42

                             *********

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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