TCR_Public/061108.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, November 8, 2006, Vol. 10, No. 266

                             Headlines

ACTIVECORE TECH: Converting $1.7 Million of Debt into Equity
ALEC SOHMER: Case Summary & 16 Largest Unsecured Creditors
AMBASSADORS OF CHIRST: Voluntary Chapter 11 Case Summary
AMERISOURCEBERGEN CORP: Inks Pact Joining Kindred Pharmacy Units
AMI SEMICONDUCTOR: Moody's Assigns Loss-Given-Default Ratings

ASARCO LLC: Can Pay Ad Valorem Taxes Accdg. to Payment Procedures
BEARINGPOINT INC: Obtains Waivers & Amends Credit Facility
BENCHMARK ELECTRONICS: Signs Agreement to Acquire Pemstar
BIG OAK: Case Summary & Two Largest Unsecured Creditors
CAP CANA: Fitch Rates Senior Secured Notes at B

CARAUSTAR INDUSTRIES: To Record $12.2 Mil. Asset Impairment Charge
CB RICHARD: Launches 9-3/4% Senior Notes Solicitation Consent
CHENIERE ENERGY: Sabine Pass to Sell $2 Bil. Senior Secured Notes
CHIPPA INC: Voluntary Chapter 11 Case Summary
CHIQUITA BRANDS: E.coli Concerns Cue S&P's 'B' Corp. Credit Rating

CHIQUITA BRANDS: $96MM Loss Cues Moody's B3 Corp. Family Rating
CHUKWUDI AMU: Case Summary & Largest Unsecured Creditor
COLORADO INTERSTATE: Moody's Assigns Loss-Given-Default Rating
COMMUNICATIONS CORP: U.S. Trustee Names 3-Member Creditors' Panel
COMPLETE RETREATS: Creditors Panel Taps Fairfax Group as Advisor

COMPLETE RETREATS: Fideicomiso Wants Stay Lifted to Take Property
COMPLETE RETREATS: Says Co-Debtors are Current with 2 Client Pacts
CONCENTRA OPERATING: To Sell Subsidiary to Innovation for $50MM
CREDIT SUISSE: S&P Affirms Low-B Ratings of 6 Certificate Classes
CRYSTAL US: Moody's Assigns Loss-Given-Default Rating

DELPHI CORP: GM Chief Executive Reports Progress in Labor Talks
DEUTSCHE ALT-A: Fitch Places Low-B Rating on Two Cert. Classes
DORAL FINANCIAL: Names Marangal Domingo as Chief Fin'l Officer
ENRON CORP: Wants $44 Million Settlement with Dynegy Approved
ENRON CORP: Wants $25,081,204 Newpower Deal Approved

ENTERGY NEW ORLEANS: Earns $7.4 Million in Third Quarter 2006
ENTERGY NEW ORLEANS: Panel Wants to Avoid Co. Affiliate Payments
FERRELLGAS PARTNERS: Moody's Assigns Loss-Given-Default Rating
FLYI INC: Has Until January 31 to File Notices of Removal
FREE ENTERPRISE: Case Summary & 18 Largest Unsecured Creditors

FREESCALE SEMICON: Buyout Plan Prompts S&P's Credit Rating Watch
FREMONT HOME: Fitch Rates $23.9 Mil. Class M-10 Certs at BB+
GENERAL MOTORS: Paying Fourth Quarter Dividends on December 9
GENERAL MOTORS: Reduces Third Quarter Net Loss to $91 Million
GENERAL MOTORS: Delphi Deal Coming Soon Says Rick Wagoner

GENERAL MOTORS: Denies Plan to Give Avtovaz Joint Venture Stake
GENERAL NUTRITION: Buyout Plan Cues S&P to Put Ratings on Watch
GENTEK INC: To Shut Down New Jersey Plant in December 2006
GEORGIA GULF: Moody's Assigns Loss-Given-Default Rating
GLOBAL HOME: Deadline for Filing Proofs of Claim Set to Nov. 15

GREENMAN TECH: Wins Deal to Cleanup Iowa Tire Disposal Sites
HANOVER COMPRESSOR: Reports $12.2 Mil. Net Income in Third Quarter
HC CARIBBEAN: Court Sets February 15 as Claims Filing Deadline
HC CARIBBEAN: U.S. Trustee Sets November 17 Creditors Meeting
HIDDEN CREEK: Case Summary & 4 Largest Unsecured Creditors

HOOD NORWOOD: Voluntary Chapter 11 Case Summary
HSI ASSET: Fitch Puts BB+ Rating to $10MM Privately Offered Class
INDYMAC MBS: Fitch Rates $2 Million Class B-5 Certificates at B
INTERSTATE BAKERIES: Wants Performance Bonus Payment Dates Altered
INTERSTATE BAKERIES: Wants Central States Pension Fund Pact Okayed

ISLE OF CAPRI: S&P Affirms 'BB-' Corporate Credit Rating
JOE VALENCIK: Voluntary Chapter 11 Case Summary
KARA HOMES: U.S. Trustee Wants Chapter 11 Trustee Appointed
LANDMARK VIII: Moody's Rates $20MM Class E Secured Notes at Ba2
LOGAN'S ROADHOUSE: Inks $ 486MM Purchase Deal with LRI Holdings

MANITOWOC COMPANY: Earns $50.4 Million in Quarter Ended Sept. 30
MARKWEST OPERATING: Moody's Assigns Loss-Given-Default Rating
MAYCO PLASTICS: Court Okays AlixPartners LLC as Financial Advisor
MESABA AVIATION: Court Strips Unions of Right to Stage Strikes
MESABA AVIATION: Unions Opt To Conduct Discovery on CBA Rejection

MGG MIDSTREAM: Moody's Assigns Loss-Given-Default Rating
MORGAN STANLEY: S&P Affirms Rating on Class N Certificate at 'B-'
MXENERGY HOLDINGS: Moody's Assigns Loss-Given-Default Rating
NEW JERSEY: Weak Financial Results Cue S&P's Junked Bond Ratings
N-45O FIRST: Fitch Lifts Rating on CDN$9.1MM Certs to B+ from B

NISKA GAS (US): Moody's Assigns Loss-Given-Default Rating
NORTHWEST AIRLINES: Court OKs Retrofitting 10 Boeing 757 Aircrafts
NORTHWEST AIRLINES: Tennessee Gov. Supports Proposed China Route
NORTHWEST AIRLINES: Wants Stay Enforced Against RI Commission
NORTHWEST AIRLINES: Inks Contract Agreement with AMFA to End Row

NUTRAQUEST INC: Court Approves Plan of Reorganization
OMNITECH CONSULTANT: Files for Creditor Protection under BIA
OMNOVA SOLUTIONS: Buyout Cues Moody's to Affirm B2 Corp. Rating
OVERSEAS SHIPHOLDING: Earns $90.8 Million in 2006 Third Quarter
PASCACK VALLEY: Bottom-Line Losses Cues Fitch to Cut Rating to B-

PER-SE TECH: McKesson Buyout Cues S&P to Assign 'B+' Corp. Rating
PIERRE FOODS: Zartic Deal Prompts S&P to Hold 'B+' Credit Rating
PIERRE FOODS: Zartic Deal Cues Moody's to Affirm B1 Corp. Rating
PINNACLE ENTERTAINMENT: Earns $22.4 Mil. in Third Quarter of 2006
PREDIWARE CORP: Hires Allen & Overy as Hong Kong Counsel

PREMIER ENTERTAINMENT: Files Schedules of Assets and Liabilities
PRIMARY ENERGY: Loan Redemption Cues S&P to Withdraw 'BB-' Rating
PRUDENTIAL COMMERCIAL: S&P Affirms Class N Certs. Rating at 'B-'
QWEST COMMS: Fitch Lifts Issuer Default Rating to BB from BBB-
RENT-A-CENTER: Completes New $1.3 Billion Senior Loan Refinancing

RENTAL SERVICE: Moody's Rates $1.13 Billion Senior Term Loan at B3
RENTAL SERVICE: S&P Rates Proposed $1.13 Billion Term Loan at 'B-'
RESIDENTIAL ASSET: Fitch Upgrades 4, Affirms 10 RMBS Classes
RESIDENTIAL ASSET: Fitch Ups 2 RMBS & Holds 9 RAMP Classes
ROWE COMPANIES: Files Schedules of Assets and Liabilities

ROWE COMPANIES: Gets Final Court Okay on Financing Deal with GECC
ROWE COMPANIES: Taps Carl Marks as Crisis Management Advisor
SALTON INC: Reduced Domestic Sales Cue Moody's to Junk Ratings
SAMUEL BURROW: Case Summary & 10 Largest Unsecured Creditors
SBA CMBS: Fitch Assigns Low-B Ratings to Four Certificate Classes

SCOTT BERGER: Case Summary & 12 Largest Unsecured Creditors
SCOTTISH RE: Alters CEO's Employment Pact, Employee Retention Plan
SCOTTISH RE: Inks Amended Employment Pact with Paul Goldean
SEA CONTAINERS: Reed Conner Ceases To Be A Major Shareholder
SEA CONTAINERS: Wants To Give Up Railway Services In May 2007

SEITEL INC: ValueAct Deal Cues S&P to Put 'B' Rating on Watch
SEMCO ENERGY: Moody's Assigns Loss-Given-Default Rating
SHUMATE INDUST: Reports $500,000 Major Valve Purchase Order
SPARTA SURGICAL: Case Summary & 22 Largest Unsecured Creditors
STK INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors

STONECREST MEDICAL: Voluntary Chapter 11 Case Summary
STRUCTURED ASSET: Fitch Cuts Rating on Class B3 Certificates to BB
STRUCTURED ASSET: Fitch Puts BB+ Rating on $4.5MM Class B1 Certs.
TALECRIS BIOTHERAPEUTICS: S&P Assigns 'B+' Corp. Credit Rating
TOWER RECORDS: Taps Keen Realty as Special Real Estate Consultant

WCI STEEL: Earns $11.8 Million in Quarter Ended September 30
WESTPOINT STEVENS: Judge Defers Case Dismissal Hearing to Dec. 14
WESTPOINT STEVENS: Rockvale Asks to Compel $401,194 Admin. Payment
WILLOWBEND NURSERY: Creditors' Panel Wants Goldman as Counsel
XEROX CORPORATION: Moody's Eyes Upgrade on Ba1 Corporate Rating

* Cooley Godward Partner R. Sussman Joins TMA's Board of Directors

* Upcoming Meetings, Conferences and Seminars

                             *********

ACTIVECORE TECH: Converting $1.7 Million of Debt into Equity
------------------------------------------------------------
ActiveCore Technologies Inc. filed an S8 that will convert
$1.7 million of debt into equity and position the Company to
execute an aggressive payment technology market entry strategy.

"The significant restructuring required to convert ActiveCore into
a pure play payment technology solution provider has resulted in a
reduction of staff, facilities and existing revenue," Peter
Hamilton, ActiveCore CEO, said.  "These changes have resulted in
the crystallization of direct labor, legal and consulting costs
that must be dealt with now to position the Company for success in
the payment technology market.  Therefore, I felt that it was
appropriate to inform shareholders that an S8 has been filed and
that common shares have been issued to convert the costs
associated with this restructuring into equity.  This reduction of
debt will also allow the use of funds from new sources to be used
to support the growth of ActiveCore in the payment technology
market."

The Company has made a commitment to focus all of its resources
and energy on becoming a successful payment technology solution
provider.  The Boards of both GSPS and ActiveCore have recently
approved the planned acquisition of GSPS, the UK parent company
of ePocket, and the Companies expect to sign a binding Purchase
and Sale agreement by the end of October 2006.  Completion of the
GSPS acquisition will provide ActiveCore with a very exciting
next-generation payment technology solution for the World Wide
Web.

GSPS has completed Version 1.1 of the ePocket product and is now
ready to implement the technology. ActiveCore has supported GSPS
in its marketing efforts and has consulting agreements in place
with both North American and European parties to assist GSPS in
finding a strategic partner that is willing to invest both time
and money to implement the ePocket technology.  With several
initiatives underway, GSPS believes they will secure such a
partner/customer in the very near future.

Mr. Hamilton stated: "The significant debt reduction achieved as a
result of the S8 removes a huge burden from the Company and will
allow the new management team that will result from the merger
with GSPS to focus its energy and spending on generating success
in the payment technology market rather than cleaning up past
debts."

                  About ActiveCore Technologies

Headquartered in Toronto, Ontario, ActiveCore Technologies, Inc.
(OTCBB: ATVE) -- http://www.ActiveCore.com/-- operates as a
payment technology solution provider.  The Company's products
encompass web portals, enterprise middleware, mobile data access,
data management, and system migration applications.  The Systems
Integration & Modernization Division of ActiveCore operates under
the trade names of CRATOS, MDI Solutions.  The Corporate
Disclosure and Messaging Division of ActiveCore operates under the
trade names C Comm Network Corporation, DisclosurePlus, and
ActiveCast.  ActiveCore services clients in healthcare, financial
services, government, and manufacturing worldwide.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 25, 2006,
Weinberg & Company, P.A., in Boca Raton, Florida, raised
substantial doubt about ActiveCore Technologies' ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditors pointed to the Company's net loss, negative
cash flow from operations, working capital deficiency, and
accumulated deficit.


ALEC SOHMER: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Alec G. Sohmer
        23 Roxanne Road
        Pembroke, MA 02359

Bankruptcy Case No.: 06-14073

Chapter 11 Petition Date: November 26, 2006

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Peter J. Haley, Esq.
                  Gordon Haley LLP
                  101 Federal Street
                  Boston, MA 02110
                  Tel: (617) 261-0100
                  Fax: (617) 261-0789

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
EMC Mortgage Corp.               10 Samoset Road         $287,000
P.O. Box 141358                  Mashpee, MA
Irving, TX 75014
                                 1 Diamond Street        $250,900
                                 Plymouth, MA

                                 72 Purchase Street      $200,000
                                 Carver, MA

Countrywide                      23 Roxanne Road         $700,000
P.O. Box 10229                   Pembroke, MA
Van Nuys, CA 91410

Countrywide Home Loan            420 High Street         $342,000
4500 Park Granada                Bridgewater, MA
Calabasas, CA 91302

Aurora Loan Services             389 Centre Street       $328,000
10350 Park Meadows Drive         Hanover, MA
Littleton, CO 80124

Citizens Bank                                             $61,000
P.O. Box 9799
Providence, RI 02940

MBNA America                                              $48,038

Greenberg Traurig, LLP                                    $22,434

Yellow Book - NY                                          $15,860

Perfection Fence                                           $6,430

Banc of America Leasing                                    $3,699

Citifinancial Retail Services                              $1,278

Bond Printing                                                $329

American Express                                             $324

Beth Austin                                               Unknown

Brad & Cynthia Lopes                                      Unknown

Deodata Sawyer                                            Unknown


AMBASSADORS OF CHIRST: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Ambassadors of Christ Christian Ministries
        fka Ambassadors of Christ Christian Center
        4640 Sycamore School Road
        Fort Worth, TX 76133

Bankruptcy Case No.: 06-43858

Type of Business: The Debtor is a religious organization.
                  See http://www.ambassadorsofchristministries.org/

Chapter 11 Petition Date: November 6, 2006

Court: Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Matthew G. Maben, Esq.
                  Forshey & Prostok, L.L.P.
                  777 Main Street, Suite 1290
                  Fort Worth, TX 76102
                  Tel: (817) 877-8855
                  Fax: (817) 877-4151

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


AMERISOURCEBERGEN CORP: Inks Pact Joining Kindred Pharmacy Units
----------------------------------------------------------------
AmerisourceBergen Corporation and Kindred Healthcare Inc. have
signed a definitive agreement to combine their respective
institutional pharmacy businesses, PharMerica Long-Term Care and
Kindred Pharmacy Services into a new, independent, publicly traded
company.

In August 2006, the transaction is intended to be tax-free to
shareholders of both AmerisourceBergen and Kindred, and the
transaction is expected to be completed in the first calendar
quarter of 2007.

The new company will be the second largest in the institutional
pharmacy services market with revenues of approximately
$1.9 billion and a customer base of approximately 330,000 licensed
beds in 41 states.  Preliminary synergy cost savings from the
combination continue to be estimated at approximately $30 million.

Paul J. Diaz, Kindred president and chief executive officer, said,
"Completion of the definitive agreement is a major step in
creating the new company and unlocking greater value for our
shareholders.  The new company will join two companies with shared
values centered on customers, employees, and patients.

"Upon completion of this transaction, Kindred's assets and
resources will be concentrated on its hospital, nursing center and
contract rehabilitation businesses.

"Signing the definitive agreement is the critical milestone in
building this new company and opening up opportunities for
shareholders, associates and customers," AmerisourceBergen chief
executive officer R. David Yost said.

"We are taking the best of both organizations and building a
strong national player in a growing market.  With this
transaction, AmerisourceBergen will be in a stronger position to
focus on pharmaceutical distribution, specialty pharmaceutical
distribution and related services, and other pharmaceutical supply
channel services such as packaging."

                  Summary of Proposed Transaction

   -- The combination is intended to be a tax-free transaction,
      which will result in AmerisourceBergen and Kindred
      shareholders each holding 50% of the shares of the new
      company.

   -- In connection with the transaction, PharMerica LTC and KPS
      will each make a one-time cash distribution, intended to be
      tax-free, of up to $150 million to their respective parent
      companies, subject to potential adjustments at the closing
      of the proposed transaction.

   -- PharMerica LTC and KPS will fund the distribution by
      borrowing up to $150 million each for a total of
      $300 million of new debt.  The new company will assume this
      debt as part of the proposed merger.  This new debt would be
      the only long-term debt the new company assumes from the
      parent companies, leaving it with significant financial
      flexibility.

   -- After the cash distribution, each of the institutional
      pharmacy businesses would be separately spun off to
      AmerisourceBergen and Kindred shareholders, to be followed
      immediately by a stock-for-stock merger which would result
      in AmerisourceBergen and Kindred shareholders each owning
      50% of the new company.

   -- AmerisourceBergen currently provides pharmaceutical
      distribution to both KPS and PharMerica LTC and under the
      definitive agreement will continue to provide those services
      to the new company.  Kindred will provide information
      systems support and some administrative support services to
      the new company for a period of time.

   -- The parties continue to conduct a national search for a
      chief executive officer and chief financial officer to lead
      the new public company, and are exploring the appropriate
      location for the new company's corporate headquarters.

   -- Deutsche Bank Securities is acting as financial adviser to
      AmerisourceBergen and Lehman Brothers is acting as Kindred's
      financial adviser.

In order to be completed, the proposed transaction will require
review of a registration statement for the new company by the
Securities and Exchange Commission and a favorable determination
by the Internal Revenue Service.

The proposed transaction also is subject to the satisfaction of
several closing conditions, including obtaining financing for the
transactions and the new company.  There can be no assurance that
all conditions to completion of the transaction will be met.

                     About Kindred Healthcare

Louisville, Ky.-based Kindred Healthcare Inc. (NYSE: KND) --
http://www.kindredhealthcare.com/-- through its subsidiaries,
operates long-term acute care hospitals, skilled nursing centers,
institutional pharmacies, and a contract rehabilitation services
business, Peoplefirst Rehabilitation Services, across the United
States.  Kindred provides services in over 500 locations in
39 states.  The Company employs 56,000 people.

                   About AmerisourceBergen Corp.

Valley Forge, Pa.-based AmerisourceBergen Corp. (NYSE: ABC) --
http://www.amerisourcebergen.com/-- is a pharmaceutical services
company in the United States and Canada.  Servicing pharmaceutical
manufacturers and healthcare providers in the pharmaceutical
supply channel, the Company provides drug distribution and related
services designed to reduce costs and improve patient outcomes.
The Company employs more than 13,000 people and is ranked #27 on
the Fortune 500 list.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Moody's Investors Service confirmed AmerisourceBergen Corp.'s Ba1
Corporate Family Rating in connection with the rating agency's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology.


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

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $90.0MM Sr Secured
   Revolver due 2010      Ba3      Ba3     LGD3       35%

   $320.0MM Sr Secured
   Term Loan due 2012     Ba3      Ba3     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%).

AMI Semiconductor -- http://www.amis.com/-- designs and
manufactures silicon solutions.  AMI operates globally with
headquarters in Pocatello, Idaho, European corporate offices in
Oudenaarde, Belgium, and a network of sales and design centers
located in the key markets of the North America, Europe and the
Asia Pacific region.


ASARCO LLC: Can Pay Ad Valorem Taxes Accdg. to Payment Procedures
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi authorized ASARCO LLC and its debtor-affiliates to
pay their ad valorem taxes according to proposed payment
procedures.

As reported in the Troubled Company Reporter on Sept. 5, 2006, the
Debtors estimated that they owe approximately $4,200,000 ad
valorem taxes to 40 different taxing authorities, representing
more than 700 distinct properties.  The Debtors intended to pay
the Ad Valoram Taxes to minimize the ongoing expense to their
estates.

By their nature, the Ad Valorem Taxes are secured by certain real
property.  In addition, the Ad Valorem Taxes are entitled to
priority treatment under Section 507(a)(8)(B) of the Bankruptcy
Code.

As each day passes, the Ad Valorem Taxes increase due to
postpetition interest.  In light of the current copper market and
the Debtors' current cash position, the Debtors believed that it
is in their best interest to pay the Ad Valorem Taxes now and
stop the accrual of postpetition interest.

Furthermore, paying the Ad Valorem Taxes now will avoid improper
claims for attorneys' fees.  Payment of the Ad Valorem Taxes will
also help local school districts and counties with their funding
and budget requirements.

The uniform procedures for settling tax claims:

   (a) If the applicable taxing authority will waive all
       attorneys' fees, penalties, and interest, the Debtors will
       pay the Ad Valorem Taxes without further notice.

   (b) If the applicable taxing authority will not waive all
       attorneys' fees, penalties, and interest, the Debtors will
       pay both the Ad Valorem Taxes and the accrued interest and
       attorneys' fees without further Court order, provided that
       the Debtors will notify:

          * counsel for the Official Committee of Unsecured
            Creditors of ASARCO LLC;

          * counsel for the Official Committee of Unsecured
            Creditors of the Asbestos Subsidiary Debtors;

          * counsel for Robert C. Pate, the future claimants
            representative;

          * counsel to The CIT Group/Business Credit, Inc.; and

          * the United States Trustee.

   (c) The Notice for the Proposed Tax Payment will:

          * identify the Taxes being paid;

          * identify the amount of interest, penalties, and
            attorneys' fees being paid;

          * note the significant terms of any settlement with the
            relevant taxing authority; and

          * note any evidence that the relevant taxing authority
            consents to waive any portion of owed interest or
            attorneys' fees.

   (d) If no written objections are filed with the Court by any
       of the Notice Parties, the Debtors will immediately
       consummate the payment without further Court order.

   (e) If a written objection filed with the Court by a Notice
       Party cannot be resolved, the relevant payment will only
       be made upon further Court order or resolution of the
       objection by the parties in question.

                         About ASARCO LLC

Tucson, Ariz.-based 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).


BEARINGPOINT INC: Obtains Waivers & Amends Credit Facility
----------------------------------------------------------
BearingPoint Inc. reached an agreement in principle with holders
of a majority of each of the Company's 2.50% Series A Convertible
Subordinated Debentures due 2024 (CUSIP No. 074002AA4) and 2.75%
Series B Convertible Subordinated Debentures due 2024 (CUSIP No.
074002AB2).

The agreement, among other things, contains waivers through
Oct. 31, 2008, to the covenants relating to the Company's U.S.
Securities and Exchange Commission reporting requirements and
rescinds any acceleration related to the Company's failure to file
such SEC reports.

The proposed agreement with the holders of the Series A and Series
B Debentures is also conditioned on the relevant holders of the
Series B Debentures who had alleged that the Company is in default
under the applicable indenture discontinuing their current lawsuit
pending in New York State Supreme Court entitled The Bank of New
York v. BearingPoint, Inc., Index No. 600169/06.

                     Credit Facility Amendment

The Company also amended its existing $150 million senior secured
credit facility.  The amendments to the credit facility include
extensions of the filing deadlines for the Company's Annual Report
on Form 10-K for the year ended Dec. 31, 2005, to Nov. 30, 2006,
and the Company's Quarterly Reports on Forms 10-Q for the first
three quarters of 2005 to the earlier of two months after filing
the 2005 Form 10-K and Jan. 31, 2007.  The filing dates for the
Company's 2006 Quarterly Reports on Form 10-Q have also been
extended.

"While we continue to disagree with the opinion of the New York
State Court, we are pleased to have so quickly resolved the
debenture issue in the best interest of all parties such that we
may now move quickly on completing our 2005 Form 10-K filing,"
said Harry You, the Company's Chief Executive Officer.  "We
appreciate the continuing support of our shareholders, banks,
surety providers, clients and employees in standing by us as we
worked through this process.  We have already turned our attention
to completing our 2005 Form 10-K filing and hope to complete this
by Thanksgiving to stay on course for holding our annual meeting
of shareholders in early December."

The revised terms of the consent solicitation for the Series A and
Series B Debentures will be reflected in a supplement, which will
be distributed to holders of the Series A Debentures and Series B
Debentures shortly and which amend certain of the terms and
conditions of the Consent Solicitation Statement dated
Oct. 18, 2006.  The terms, as modified, have been agreed to in
principle by holders of a majority of each series of Debentures.

                     Consent Solicitation

Among other things, under the revised terms of the consent
solicitation, in lieu of paying a consent fee:

   -- the interest rate payable on the Series A Debentures will
      be increased from the current 3.00% interest per annum to
      3.10% per annum (inclusive of any liquidated damages
      relating to the failure to file a registration statement
      for the Series A Debentures that may be payable) until
      Dec. 23, 2011; and

   -- the interest rate payable on the Series B Debentures will
      be increased from the current 3.25% per annum to 4.10% per
      annum (inclusive of any liquidated damages relating to the
      failure to file a registration statement for the Series B
      Debentures that may be payable) until December 23, 2014.

The increased interest rate will apply to all Series A Debentures
and Series B Debentures outstanding.

Additionally, the expiration date for the consent solicitation
with respect to the Series A Debentures and Series B Debentures
was extended until 5:00 p.m. New York City time on Nov. 6, 2006.
BearingPoint reserves the right to further amend the consent
solicitation for the Series A Debentures and Series B Debentures
or further extend the expiration date at its sole discretion.

On Nov. 2, 2006, the Company entered into a Supplemental Indenture
with The Bank of New York, as trustee, which amends the indenture
governing the Company's 5.00% Convertible Senior Subordinated
Debentures due 2025 (CUSIP No. 074000AE0) in accordance with the
Consent Solicitation Statement sent to the holders of the 5.00%
Debentures.  The Supplemental Indenture includes a waiver of the
Company's SEC reporting requirements through Oct. 31, 2007, and
provides for further extension through Oct. 31, 2008, upon payment
of an addition fee of 0.25%.  The Company paid to the holders of
the 5.00% Debentures who provided their consents prior to the
expiration of the consent solicitation the consent fee required
under the Consent Solicitation Statement in an amount equal to
1.00% of the outstanding principal amount of the 5.00% Debentures.

Citigroup Corporate and Investment Banking continues to serve as
the solicitation agent for the consent solicitations.  Questions
regarding the consent solicitations may be directed to the
Liability Management Group of Citigroup Corporate and Investment
Banking at (800) 558-3745 (toll-free) or (212) 723-6106.  The
information agent for the consent solicitations is Global
Bondholder Services Corporation.  Requests for copies of the
Consent Solicitation Statement and related documents may be
directed to Global Bondholder Services Corporation at (866) 857-
2200 (toll- free) or (212) 430-3774.

                       About BearingPoint

Headquartered in McLean, Virginia, BearingPoint, Inc.,
-- http://www.BearingPoint.com/-- is an I/T systems integrator,
consultancy, and managed services provider for commercial and
governmental entities worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 10, 2006,
Moody's Investors Service downgraded the ratings of BearingPoint,
Inc., and has placed the company's ratings on review for further
possible downgrade.

Ratings downgraded and placed on review for further possible
downgrade are:

   * Corporate Family Rating --downgraded to B2 from B1

   * $250 million series A subordinated convertible bonds due
     2024 --downgraded to B3 from B2

   * $200 million series B subordinated convertible bonds due
     2024 --downgraded to B3 from B2

As reported in the Troubled Company Reporter on Oct. 2, 2006
Standard & Poor's Ratings Services' ratings on BearingPoint Inc.,
remained on CreditWatch with developing implications, where they
were placed on March 18, 2005.

Ratings on CreditWatch are:

     * Corporate credit rating: B-/Watch Dev./--
     * Senior secured: B-/Watch Dev.
     * Senior unsecured: B-/Watch Dev.
     * Subordinated debt: CCC+/Watch Dev.

As reported in the Troubled Company Reporter on Sept. 29, 2006,
BearingPoint, Inc., received an order entered by the New York
State Supreme Court for New York County on Sept. 20, 2006, finding
the Company in default under the indenture governing the its 2.75%
Series B Convertible Subordinated Debentures due 2024.


BENCHMARK ELECTRONICS: Signs Agreement to Acquire Pemstar
---------------------------------------------------------
Benchmark Electronics, Inc., has signed a definitive merger
agreement pursuant to which each outstanding share of Pemstar Inc.
common stock will be converted into the right to receive 0.160 of
a common share of Benchmark at transaction close.

Based on Benchmark's closing price of $28.93 on Oct. 16, 2006, the
transaction values Pemstar at approximately $300 million including
the assumption of Pemstar net debt.  The merger is expected to be
a tax-free exchange of common shares.

The merger agreement has been unanimously approved by the boards
of directors of both Benchmark and Pemstar.  The transaction,
which is subject to the approval of Pemstar's shareholders,
antitrust approvals and other closing conditions, is expected to
close in the first calendar quarter of 2007, subject to the timing
of completion of regulatory reviews.

"The combination of the Benchmark/Pemstar organizations brings
together two well respected teams with broad and complementary
customer bases and serving diversified end markets. Pemstar's
customer-focused culture and operating flexibility is highly
compatible with that of Benchmark," said Cary Fu, Benchmark's
chief executive officer.

"This acquisition also supports Benchmark's strategy to continue
to expand and deepen its suite of integrated services and
solutions.  Pemstar's strengths in design engineering and systems
integration as well as its global footprint complement our
existing growing business.  I am confident that the combined
organization will create additional value for our combined base of
customers."

"Benchmark's proven track record, strong balance sheet, and
reputation as a global leader in electronics manufacturing
services make the deal an attractive one for Pemstar's customers,
shareholders and employees. This transaction will provide Pemstar
customers with an enhanced portfolio of capabilities, expanded
supply chain and operating leverage and the advantages of an
increased global footprint," said Al Berning, Pemstar's chairman
and chief executive officer.  "Our customers will benefit greatly
from Benchmark's capabilities in design engineering, complex
manufacturing and test and repair, as well as expanded low-cost
operations in Asia.  There is a strong cultural fit between the
two organizations, which will facilitate a smooth transition and
ensure consistency of ongoing service delivery.  The management
team and I strongly support the transaction and the opportunity it
provides."

Pemstar provides a range of global engineering, product design,
automation and test, manufacturing and fulfillment services to
customers through facilities strategically located in North
America, Asia and Europe.

                          About Benchmark

Benchmark Electronics, Inc. -- http://www.bench.com/--  
manufactures electronics and provides its services to original
equipment manufacturers of computers and related products for
business enterprises, medical devices, industrial control
equipment, testing and instrumentation products, and
telecommunication equipment.  Benchmark's global operations
include facilities in eight countries. Benchmark's Common Shares
trade on the New York Stock Exchange under the symbol BHE.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 3, 2006,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Angleton, Texas-based Benchmark Electronics Inc.
on CreditWatch with positive implications after the company
announced it will acquire Pemstar Inc. in a stock transaction
valued at about $300 million.

Moody's rates Benchmark's long-term corporate family rating at
Ba3; Bank loan debt at Ba2; and equity linked at B2.  The ratings
were assigned on March 2003.


BIG OAK: Case Summary & Two Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Big Oak Radiology Inc.
        aka Big Oak Imaging
        2820 Townsgate Road, Suite 100A
        Westlake Village, CA 91361

Bankruptcy Case No.: 06-12049

Type of Business: The Debtor offers radiology and imaging
                  services.

Chapter 11 Petition Date: September 7, 2006

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Kenneth B. Rodman, Esq.
                  223 East Thousand Oaks Boulevard, Suite 405
                  Thousand Oaks, CA 91360
                  Tel: (805) 371-0555

Total Assets:   $665,830

Total Debts:  $1,635,344

Debtor's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
WKV Imaging, LLC                 Trade Debt          $1,445,344
2829 University Drive South                         Collateral:
Fargo, ND 58103                                        $709,935
c/o Anderson & Bottrell                              Unsecured:
State Bank Center, Suite 302                           $735,409
3100 13th Avenue Southwest
Fargo, ND 58106-0247

Regency Centers, L.P.            Trade Debt            $150,000
121 West Forsyth Street
Suite 200
Jacksonville, FL 32202


CAP CANA: Fitch Rates Senior Secured Notes at B
-----------------------------------------------
Fitch Ratings has assigned a 'B' rating to Cap Cana, S.A.'s senior
secured notes.

Cap Cana is domiciled in the Dominican Republic.  Cap Cana's
principal activity is the development, construction, operation and
administration of a tourist and leisure resort community project
of the same name.  Cap Cana is a multi-use luxury resort located
along five miles of coastline in the southeastern region of the
country.

The $250 million in proceeds from the offering will be used to
complete the initial phase of construction as well as repay a
significant amount of Cap Cana's existing debt.  The notes will be
secured by a first priority mortgage over unencumbered real estate
property, as well as receivables related to the sale of property.

The multi-use resort development consists of three main
components: beach, golf, and marina.

When fully developed, the project will be anchored by five
championship golf courses (of which three are Jack Nicklaus
signature courses), the largest inland marina in the Caribbean,
several luxury hotels, more than 10,000 housing units, numerous
sports facilities, along with high-end stores, restaurants, spas,
and entertainment complexes.

Cap Cana began development in 2002 and to date has invested
approximately $220 million in infrastructure and other
improvements, including 17 miles of paved roads, water reservoirs
and treatment facilities, power generation capacity (five
megawatts), a private beach club, the first Jack Nicklaus
Signature Golf course, and substantial completion of the marina
and numerous residential units therein.  The first condos were
delivered in October 2006.

The structure backing this issuance adds significant investor
protections in two forms:

     -- Cash flow controls that will reduce project execution
        risks.

     -- Bond proceeds sized to the remaining construction costs
        will be held in escrow and only released upon the
        achievement of construction milestones.

A material security package backs the debt in the event of a
corporate default. The collateral package will exist in two forms:

     -- First mortgage liens on land equal to a minimum of 200% of
        the outstanding debt (under certain limited circumstances,
        liens equal to a much greater amount are required);

     -- Receivables arising from the sale of developed properties
        will equal 125% of outstanding debt.

Cap Cana's business model is to sell units prior to construction.
Under the terms of this transaction, certain sales contracts will
be pledged as collateral to back the notes.  These receivables are
subject to construction completion risks, but once completed, the
receivables will act much like a mortgage.  Prospective obligors
are expected to be high net worth individuals.

The major risks for Cap Cana are two-fold.  First, sales of future
units must be realized in order to collateralize the transaction
and generate additional working capital for the project.  Second,
construction on individual units must be completed.  Fitch
believes these risks to be consistent with the expected rating.
Independent engineer reports were used to facilitate modeling
assumptions, which incorporated downside analysis regarding real
estate valuations as well as construction costs.

Fitch currently has a 'B' Long Term Issuer Default Rating (IDR)
for the Dominican Republic with a Positive Outlook.


CARAUSTAR INDUSTRIES: To Record $12.2 Mil. Asset Impairment Charge
------------------------------------------------------------------
Caraustar Industries Inc. will restate its second quarter
financial statements to reflect an additional $12.2 million
impairment of fixed assets related to its coated recycled
paperboard operations which were classified as held for sale
beginning Dec. 31, 2005.

The company's management and the Audit Committee of its board of
directors concluded that the three and six-month period operating
results included in the company's June 30, 2006 quarterly report
on Form 10-Q should be restated.

The company disclosed that it has classified three coated recycled
paperboard mills as held for sale beginning Dec. 31, 2005.  It
expected the three mills to be sold, by June 30, 2006, in two
separate transactions, one transaction resulting in a loss and the
other transaction expected to result in a gain that will offset
the loss.  The company continued to evaluate the impairment of the
coated paperboard mills as a group since neither of the two
transactions had been completed and some uncertainties existed.
Subsequent to the issuance of the original June 30, 2006 10-Q
filing, the company reevaluated the impairment calculation and
determined that the three mills should have been evaluated as two
separate disposal groups since the company expected the mills to
be sold in two separate transactions.

The revised impairment evaluation resulted in a pre-tax, noncash
impairment charge of $12.2 million, which will be reflected in the
results of discontinued operations during the three and six-month
periods ended June 30, 2006.  The company also disclosed that it
believes that the expected gain on its remaining coated paperboard
assets will offset the
$12.2 million impairment charge.

Based in Austell, Georgia, Caraustar Industries, Inc.
-- http://www.caraustar.com/-- is an integrated manufacturer of
converted recycled paperboard.  Caraustar serves the four
principal recycled boxboard product end- use markets: tubes, cores
and composite cans; folding cartons; gypsum facing paper and
miscellaneous other specialty paperboard products.

                           *     *     *

The Company's $200 million 7.375% Senior Notes due June 1, 2009
and $29 million 7.25% Senior Notes due May 1, 2010, carry Standard
& Poor's B+ rating.  The Company's $285 million 9.875% Senior
Subordinated Notes due April 1, 2011, carry S&P's B- rating. Those
ratings were assigned on May 9, 2006.


CB RICHARD: Launches 9-3/4% Senior Notes Solicitation Consent
-------------------------------------------------------------
CB Richard Ellis Services Inc., wholly owned subsidiary of CB
Richard Ellis Group Inc., commenced a cash tender offer for any
and all of its outstanding $130,000,000 aggregate principal amount
9-3/4% Senior Notes due 2010 on the terms and subject to the
conditions set forth in its Offer to Purchase and Consent
Solicitation Statement dated Nov. 3, 2006 and the related Consent
and Letter of Transmittal.  The Company is also soliciting
consents to certain proposed amendments to the indenture governing
the Notes to eliminate most of the restrictive covenants and
certain events of default.  The tender offer documents more fully
set forth the terms of the tender offer and consent solicitation.

The tender offer will expire at 5 p.m., New York City time, on
December 4, 2006, unless extended or earlier terminated by the
Company.  The Company reserves the right to terminate, withdraw or
amend the tender offer and consent solicitation at any time
subject to applicable law.

The Company expects to pay for any Notes purchased pursuant to the
tender offer and consent solicitation in same-day funds on
a date promptly following the expiration of the tender offer.

The Company's obligation to accept for purchase, and to pay for,
Notes validly tendered and not withdrawn pursuant to the tender
offer and the consent solicitation is subject to the satisfaction
or waiver of certain conditions, including the receipt of
sufficient consents with respect to the proposed amendments to the
indenture.  The Company intends to finance the purchase of the
Notes and related fees and expenses with cash on hand or funds
drawn under its existing credit facility.  The complete terms and
conditions of the tender offer and the consent solicitation are
set forth in the tender offer documents which are being sent to
holders of Notes.  Holders are urged to read
the tender offer documents carefully.

The Company has retained Credit Suisse to act as Dealer Manager in
connection with the tender offer and consent solicitation.
Questions about the tender offer and consent solicitation may
be directed to Credit Suisse at 800-820-1653 or 212-538-0652.
Copies of the tender offer documents and other related documents
may be obtained from Georgeson Inc., the information agent for the
tender offer and consent solicitation, at 866-244-9585 or
212-440-9800.

The tender offer and consent solicitation is being made solely
by means of the tender offer documents.  Under no circumstances
shall this press release constitute an offer to purchase or
the solicitation of an offer to sell the Notes or any other
securities of the Company or CB Richard Ellis Group, Inc.  It also
is not a solicitation of consents to the proposed amendments to
the indenture.  No recommendation is made as to whether holders of
the Notes should tender their Notes or give their consent.

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

                         *    *     *

On Nov. 2, 2006, Moody's Investors Service affirmed the ratings of
CB Richard Ellis Services Inc.'s senior secured bank credit
facility at Ba1; senior unsecured debt at Ba1, with a stable
outlook following the announcement that CBRE will acquire Trammell
Crow Company in a transaction valued at $2.2 billion.

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


CHENIERE ENERGY: Sabine Pass to Sell $2 Bil. Senior Secured Notes
-----------------------------------------------------------------
Sabine Pass LNG, L.P., a wholly owned subsidiary of Cheniere
Energy, Inc., entered into a purchase agreement with Credit Suisse
Securities (USA) LLC, as representative of several initial
purchasers, to sell to the Initial Purchasers $550,000,000
aggregate principal amount of its 7.25% Senior Secured Notes due
2013 and $1,482,000,000 aggregate principal amount of its 7.50%
Senior Secured Notes due 2016.

A full text-copy of the Purchase Agreement by and among Sabine
Pass LNG, L.P. and Credit Suisse Securities (USA) LLC may be
viewed at no charge at http://ResearchArchives.com/t/s?149c

                     About Sabine Pass LNG

Sabine Pass LNG L.P. is a liquefied natural gas receiving terminal
under construction in western Cameron Parish, Louisiana and is a
wholly owned subsidiary of Cheniere Energy, Inc.

                     About Cheniere Energy

Based in Houston, Texas, Cheniere Energy Inc. (AMEX:LNG) explores
and produces oil.  It also develops a liquefied natural gas
receiving-terminal business.  It operates a seismic database
covering about 7,000 sq. mi.  It also has a 9% interest in
exploration and production affiliate Gryphon Exploration, which
explores areas targeted by a seismic data licensed from Fairfield
Industries.  With proved reserves of 3,021 barrels of oil and
919.1 million cu. ft. of natural gas, it operates along the coast
of Louisiana, both onshore and in the shallow waters along the
Gulf of Mexico.  In 2005, it acquired BPU LNG.

                         *     *     *

Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Cheniere Energy Inc. and affirmed its 'BB' rating
on the $600 million term B bank loan at Cheniere LNG Holdings LLC,
an indirectly owned, 100% subsidiary of Cheniere Energy.  The
outlook is stable.


CHIPPA INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Chippa, Inc.
        dba Maha Cleaners
        18550 Kieth Harrow Boulevard
        Houston, TX 77084

Bankruptcy Case No.: 06-35997

Type of Business: The Debtors offers dry-cleaning and laundry
                  services.

Chapter 11 Petition Date: November 4, 2006

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Imdad A. Seehar
                  10301 Northwest Freeway, Suite 311
                  Houston, TX 77092
                  Tel: (713) 680-9530
                  Fax: (713) 680-9532

Total Assets:   $414,335

Total Debts:  $1,010,507

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


CHIQUITA BRANDS: E.coli Concerns Cue S&P's 'B' Corp. Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered ratings on Cincinnati,
Ohio-based Chiquita Brands International Inc., including its
corporate credit rating, from 'B+' to 'B'.

The ratings remain on CreditWatch with negative implications where
they were placed on Sept. 26, 2006, after the company's
announcement that third-quarter operating performance was expected
to be significantly affected by continued weak banana prices in
European and trading markets, excess fruit supply, and lower
sales/higher costs in its Fresh Express business because of
recent industry health concerns related to E.-coli-tainted
spinach.

Total debt outstanding at the company was about $990 million as of
Sept. 30, 2006.

"The downgrade follows Chiquita's recent third-quarter earnings
release and reflects continued weak operating performance and
significantly higher than expected leverage," said
Standard & Poor's credit analyst Alison Sullivan.

For the twelve months ended Sept. 30, 2006, adjusted EBITDA
declined by 45% as compared to the prior-year period.

This included over a 75% decline in adjusted EBITDA for the third
quarter alone:

   -- Third-quarter operating performance was weaker than
      expected because of intense pricing pressure in Europe;
      and,

   -- unusually hot weather in northern Europe, which reduced
      consumer demand for bananas, depressed prices, and
      contributed to substantial price weakness in trading
      markets, where Chiquita incurred substantial losses on the
      sale of temporary excess supply from Latin America.

Additionally, Fresh Express experienced lower sales and higher
costs related to fresh spinach health concerns in the U.S.
beginning in mid-September, although there have been no confirmed
cases of consumer illness linked by the FDA to Fresh Express
products.  Chiquita is also faced with ongoing challenging
conditions in Europe after the tariff change effective Jan. 2006,
that has increased competition, leading to lower pricing, and
higher net tariff costs.

As a result, credit measures have weakened further.  Lease
adjusted total debt to EBITDA increased to about 6.5x for the
12 months ended Sept. 30, 2006 from about 4x at Dec. 31, 2006, and
we believe leverage could increase further over the near term,
given challenging operating conditions.

In addition, the company is seeking an amendment of its credit
facility to preclude any violation of its covenants that otherwise
would occur upon the expiration of the existing waiver and to
provide additional flexibility in future periods.

If Chiquita receives an amendment to its credit facility and
operating performance does not deteriorate significantly in the
interim, Standard & Poor's will affirm the 'B' corporate credit
rating, remove all ratings from credit watch and assign a negative
outlook.


CHIQUITA BRANDS: $96MM Loss Cues Moody's B3 Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings for Chiquita
Brands L.L.C.

     -- senior secured to B1 from Ba3,

as well as for its parent Chiquita Brands International, Inc.

     -- corporate family rating to B3 from B2.

The outlook on all ratings is stable.

The rating action follows the company's announcement that it had
incurred a $96 million net loss for its 2006 third quarter. This
weaker-than-expected operating performance results from a number
of factors including continuing weak pricing in core European
markets, losses in key secondary European banana trading markets,
unexpected lower demand for bananas in some European markets and
the resulting need to liquidate at a very low prices excess fruit,
as well as a $43 million non-cash impairment charge to write-off
goodwill related to an underperforming European subsidiary.

Operations are also continuing to suffer from the impact of recent
e. coli discoveries in US fresh spinach products, which during
September and October had resulted in an FDA advisory and
industry-wide withdrawals of fresh spinach product by most
processors, and lower consumption of some salad products.

Continuing high fuel and other industry costs, as well as
unusually high costs to source fruit during shortages in late
2005/early 2006, have also pressured earnings and cash flow.

Given the company's weak operating performance, it is unlikely
that it will be able to meet the target credit metrics Moody's had
set out in order for it to maintain its prior rating.

The stable rating outlook reflects Moody's expectation that
Chiquita's operating performance will continue to be pressured by
fierce competition and margin pressure in its key European banana
markets as the industry adapts to the new banana marketing
regulations which took effect in January 2006.

It is Moody's view that Chiquita's ratings reflect the continuing
uncertainty surrounding how the company's operations will
ultimately be impacted by this new regulatory environment, and the
volatility in earnings and cash flow that is likely to exist
throughout the transition period.  Existing ratings also assume
that Chiquita is successful in negotiating an amendment to its
bank credit facilities in a manner which provides ample financial
flexibility to the company.

Chiquita's existing ratings reflect a company with a good
qualitative profile, but with credit metrics which have been
weakening due to a combination of leveraged acquisitions and
weaker than expected operating performance, resulting in an
overall B3 rating.

The key rating factors currently influencing Chiquita's ratings
and stable outlook are:

   -- The company is one of the largest global producers and
      marketers of fresh fruit and vegetables, with good
      geographic and product market diversity.

   -- Its franchise strength and growth potential are considered
      moderate, with good market share and volume growth in some
      segments, partially offset by the low margin commodity
      nature of much of its business which, at times, can lead to
      earnings and cash flow volatility.

   -- Liquidity under stress has been weak over the past year, as
      evidenced by the need to seek financial covenant relief.

   -- Overall credit metrics had been relatively strong for its
      rating category, but have been weakening due to a
      combination of higher debt from leveraged acquisitions and
      weak operating performance.

Chiquita's ratings could be further downgraded if its earnings and
cash flow remain weak - conceivably due to the impact of the new
EU banana regulations being more negative than anticipated, the
company's inability to successfully pass along higher energy
costs, or its liquidity becomes constrained as it seeks further
amendments to financial covenants from its lenders.

Specifically, Chiquita's ratings could be downgraded if three-year
average Debt/EBITDA (incorporating Moody's standard analytic
adjustments) rose above 6x times and was likely to rise above 8x
on a lagging 12-month basis in a downturn, and/or three year
average EBIT/Interest fell below 1x and were likely to fall below
0.7x on a lagging 12-month basis in a downturn.

Given the recent downgrade, a rating upgrade in the near term is
unlikely.

Over the intermediate term, however, upward rating pressure would
start to build if the company successfully adapts to the new EU
banana import regulations, its operating performance improves, and
it successfully negotiates amendments to its bank facilities which
provide it with ample financial flexibility.

A ratings upgrade would also require Chiquita to be able to
sustain three-year average Debt/EBITDA below 5.5x and lagging
12-month Debt/EBITDA below 7x in a downturn, and to maintain
three-year average EBIT/Interest above 1.5x, with lagging 12-month
EBIT/Interest above 1x in a downturn.

Ratings downgraded with a stable outlook:

   * Chiquita Brands LLC (operating subsidiary)

     -- $200 million senior secured revolving credit to B1,LGD2,
        26% from Ba3 LGD2, 26%

     -- $24.5 million senior secured term loan B to B1 LGD2,
        26% from Ba3 LGD2, 26%

     -- $372.2 million senior secured term loan C to B1 LGD2,
        26% from Ba3 LGD2, 26%

   * Chiquita Brands International, Inc.

     -- $250 million 7.50% senior unsecured notes due 2014 to
        Caa2, LGD 5, 89% from Caa1, LGD 5, 89%

     -- $225 million 8.875% senior unsecured notes due 2015 to
        Caa2, LGD5, 89% from LGD 5, 89%

     -- Corporate family rating at B3

     -- Probability of default rating at B3

With 2005 sales of $3.9 billion, Cincinnati-based Chiquita is one
of the global producers and marketers of fresh fruit and
vegetables.


CHUKWUDI AMU: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Chukwudi Bato Amu
        135 Riley Ridge Road
        Atlanta, GA 30327

Bankruptcy Case No.: 06-74141

Chapter 11 Petition Date: November 6, 2006

Court: Northern District of Georgia (Atlanta)

Judge: Paul W. Bonapfel

Debtor's Counsel: Diana McDonald, Esq.
                  Suite C - George Towne Creek
                  2800 Peachtree Industrial Boulevard
                  Duluth, GA 30097
                  Tel: (678) 542-2255

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

      Entity                        Claim Amount
      ------                        ------------
   MBNA America                          $44,649
   P.O. Box 15288
   Wilmington, DE 19886-5288


COLORADO INTERSTATE: 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 Colorado Interstate 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
   ----------           -------  -------  ------   ----------
   Sr. Debs,
   10.0% and 6.85%
   due 2037              Ba2        Ba1    LGD3      35%

   Sr. Notes
   5.95% and 6.80%
   due 2015              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%).

Colorado Interstate Gas -- http://www.cigco.com/-- is a major
transporter of natural gas in the Rocky Mountain region.  The
Colorado Interstate Gas system is connected to nearly every major
supply basin in the Rocky Mountains as well as production areas in
the Texas Panhandle, western Oklahoma, western Kansas, and
Wyoming.


COMMUNICATIONS CORP: U.S. Trustee Names 3-Member Creditors' Panel
-----------------------------------------------------------------
R. Michael Bolen, the United States Trustee for Region 5,
appointed three creditors serve on an Official Committee of
Unsecured Creditors in Communications Corporation of America and
its debtor-affiliates' chapter 11 cases:

          1. Katz Communications, Inc.
             Attn: Robert "Bob" Damon
             Senior Vice President
             Chief Financial Officer
             125 West 55 St.
             New York, NY 10019
             Phone: 212-424-6881
             Fax: 212-424-6591

          2. Clark L. White
             106 Jonah Circle
             Lafayette, LA 70508
             Phone: 337-984-8959
                    337-278-3003
             Fax: 337-984-8959

          3. Regent Broadcasting
             Attn: Mike Grimsley
             General Manager/Regional Vice President
             1749 Bertrand Drive
             Lafayette, LA 70506
             Phone :(337) 233-6000
             Fax: (337) 234-7360

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

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


COMPLETE RETREATS: Creditors Panel Taps Fairfax Group as Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Complete Retreats
LLC and its debtor-affiliates' bankruptcy cases ask the U.S.
Bankruptcy Court for the District of Connecticut for authority
to retain The Fairfax Group, as its forensic advisor, nunc pro
tunc to Sept. 11, 2006.

Committee Chair Joel S. Lawson III relates that the Committee
formed a subcommittee of its members to interview and evaluate
candidates qualified to perform the type of forensic accounting
and investigatory due diligence services required in the Debtors'
cases.  After soliciting qualification materials from, and
rigorously interviewing various candidates, the subcommittee
recommended the retention of Fairfax as the Committee's forensic
advisor.

Mr. Lawson notes that Fairfax employs and has working
professional relationships with some of the world's leading
experts in compliance, investigations and security.  Fairfax's
past engagements have included rendering service in the areas of
corporate internal investigations; due diligence; asset tracing
and anti-money laundering; electronic evidence-gathering and
preservation; witness identification and interview; documentary
evidence gathering and research of corporate and individual
histories.

Fairfax will, among others, perform forensic accounting and
investigatory due diligence concerning the Debtors; the Debtors'
businesses and operations; and any individuals or entities with
whom the Debtors, their officers, directors, shareholders, agents
and employees, have done business or may decide to do business.
Fairfax will also analyze all relevant information from the time
of the Debtors' formation through and including the present.

The Committee reserves its rights to augment or authenticate the
work of XRoads Solutions Group, or any other professionals
conducting forensic analysis, where it deems that the additional
work is necessary to maximize the recovery of unsecured
creditors.

The Debtors will pay Fairfax for its services according to its
customary hourly rates.  The hourly rates charged by Fairfax
professionals differ based on, among other things, the individual
professional's experience.  The customary rates for Fairfax
personnel in year 2006 range from $275 to $400 per hour.

Fairfax will provide a phased budget, which will contain explicit
fee limitations for each phase of its investigation.

The Debtors will reimburse Fairfax's out-of-pocket expenses
reasonably incurred in connection with services it renders to the
Committee.

Michael J. Hershman, president of the Fairfax Group, assures the
Court that the firm has no connection with the Debtors, their
creditors, the U.S. Trustee or any other party in interest in the
Chapter 11 cases.

Mr. Hershman asserts that Fairfax is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code,
and does not hold or represent any interest adverse to the
Debtors' estates with respect to the matters for which it is to
be retained.

                     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: Fideicomiso Wants Stay Lifted to Take Property
-----------------------------------------------------------------
On October 21, 2005, Fideicomiso F/197, Fideicomiso F/198,
Fideicomiso F/199 and Preferred Retreats LLC, entered into a
management and operating agreement, pursuant to which the Debtor
was granted occupancy of three houses located on a waterfront
property in Cabo San Lucas, Mexico.

According to Douglas S. Skalka, Esq., at Neubert, Pepe & Monteith,
P.C., in New Haven, Connecticut, the Debtor defaulted on the
Agreement prior to the Debtors' bankruptcy filing.  The Debtor
also became delinquent in the discharge of its obligations to the
Lessors.

Through a July 7, 2006 Delinquency Notice, the Lessors notified
the Debtor that it had 20 days to pay the delinquent sum or the
delinquency would become a non-curable Event of Default under the
Agreement.

The Debtor did not cure the default, Mr. Skalka says.  Thus, the
default and delinquency became non-curable immediately after
Sept. 21, 2006.

Mr. Skalka asserts that the Debtor owes the Lessors $626,056
prepetition and $251,907 postpetition, plus damages for breach of
the Agreement.  Disregarding the delinquency interest, the Debtor
owes the Lessors $136,979 prepetition and $67,783 postpetition,
plus damages for breach of the Agreement.

Accordingly, the Lessors ask the U.S. Bankruptcy Court for the
District of Connecticut to:

   (a) lift the automatic stay to permit them to take all
       necessary steps to terminate the Agreement;

   (b) deem the Agreement rejected; and

   (c) direct the Debtor to surrender the Property to them by
       Nov. 21, 2006.

In the alternative, the Lessors ask the Court to require the
Debtor, no later than Nov. 20, 2006, to assume or reject the
Agreement and cure all defaults as a condition of assumption

Mr. Skalka argues that the automatic stay should be lifted for
these reasons:

   (1) The Agreement has been terminated through the Debtor's
       default and delinquency, the Delinquency Notice, and
       the expiration of the time to cure the default and
       delinquency;

   (2) The interests of the Lessors in the Property are not
       adequately protected;

   (3) The Property has its greatest utility and its greatest
       value from the period covering late December through the
       middle of April; and

   (4) The Debtor does not have equity in the Property and the
       property is not necessary to the Debtor's effective
       reorganization.

                     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: Says Co-Debtors are Current with 2 Client Pacts
------------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates believe that
Preferred Retreats LLC and Preferred Retreats Design Group,
L.L.C., are current on their obligations under their client
service agreements with Administaff Companies II, L.P.

The Debtors are currently negotiating with Administaff
regarding the relief requested in the Administaff Motion.

Jeffrey K. Daman, Esq., at Dechert LLP, in Hartford, Connecticut,
relates that the Debtors are willing to prepare a motion either to
assume or to reject the Service Agreements within "a reasonable
time", presumably around mid January 2007.  The Debtors aver that
this amount of time is reasonable, especially in light of the fact
that they are current on their obligations under the Service
Agreements.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
District of Connecticut to allow them to file a motion to assume,
assume and assign or reject the Service Agreements no later than
Jan. 16, 2007.

As reported in the Troubled Company Reporter on Sept. 22, 2006,
Administaff Companies asked the Court to compel the Debtors to
assume or reject two client service agreements the Debtors entered
into with Administaff.

Administaff serves as a full-service human resources department
for small and medium-sized businesses throughout the United
States.  Administaff delivers personnel management services by
entering into a co-employment relationship with a client company
and its existing employees.

Before the Debtors' bankruptcy filing, Administaff entered into
two client service agreements with Debtors Preferred Retreats
Design Group, LLC, and Preferred Retreats, LLC.  The Client
Service Agreements were effective as of Jan. 24, 2004, and
Dec. 27, 2003.  The terms of the Agreements are continuous until
either Administaff or the Debtors terminate them in accordance
with their terms.

Pursuant to the Agreements, Administaff:

   -- acts as co-employer of the Debtors' employees;

   -- pays the salaries and wages of the Debtors' employees; and

   -- provides other personnel management services to the
      Debtors.

If the Debtors decided to assume the Service Agreements,
Administaff asks the Court to require the Debtors to provide
adequate assurance of future performance by prepaying all
salaries, wages, and charges in advance of the first pay day of
each payroll period.

In Administaff's behalf, Daniel E. Bruso, Esq., at Cantor Colburn
LLP, in Bloomfield, Connecticut, explained that Administaff pays
the salaries and wages of the Debtors' employees in arrears on a
bi-weekly basis.  All payroll checks are drawn on Administaff's
account and Administaff collects its fee to cover wages and other
costs for each pay period by drafting on the Debtors' account when
the payroll is run.  As a result, Administaff incurs financial
obligations of approximately $480,000 per pay period before it is
paid by the Debtors.

Mr. Bruso asserted that Administaff continues to incur liability
to the Debtors' employees but have no adequate assurance that the
Debtors will continue to pay their obligations to Administaff.

              Motion Filing Violates Court Procedures

The Clerk of the Bankruptcy Court noted that Administaff's Motion
was not submitted through the Court's Electronic Filing System
and thus, was filed in violation of the Court's Administrative
Procedures.  The Clerk asserted that the Motion should be stricken
from the Court record.

                     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).


CONCENTRA OPERATING: To Sell Subsidiary to Innovation for $50MM
---------------------------------------------------------------
Concentra Operating Corporation signed an agreement to sell its
First Notice Systems, Inc. subsidiary to The Innovation Group plc,
for $50 million cash consideration to the Company.

"The acquisition of First Notice gives The Innovation Group
critical mass in the U.S. and is complementary to our recently
announced acquisition of SurePlan" Hassan Sadiq, The Innovation
Group's CEO, said.  This strategic U.S. presence, underpinned by a
strong global performance, leaves the enlarged group well placed
for future growth."

The Innovation Group specializes in providing outsourcing services
and software solutions to insurers and other risk carriers through
its international network of offices over the breadth of the
administrative processes of insurers and risk carriers, including
back office functions such as policy and claims management and
sales. The Innovation Group has offices in the United Kingdom,
Continental Europe, South Africa, Japan, Australia and North
America.  The Innovation Group's U.S. operations are based
principally in Connecticut, and global operations for the Group
are headquartered in the United
Kingdom near London.

"We believe our customers will benefit from the pairing of First
Notice and The Innovation Group" Commenting on the announcement,
Daniel Thomas, Concentra's President and CEO, said.  We consider
The Innovation Group to be a strategic partner in delivering cost-
effective solutions to our clients in common."

Concentra and The Innovation Group expect to complete the sale
of First Notice later this year, subject to the approval of
Concentra's senior lenders, the approval of The Innovation Group's
shareholders, the arrangement of necessary financing by The
Innovation Group, and other customary conditions.  Pursuant to the
requirements of its Senior Credit Agreement, Concentra currently
anticipates that it will apply approximately $25 million to
$30 million of the net after-tax cash proceeds it receives from
the sale toward the prepayment of a portion of its senior term
indebtedness.

First Notice was acquired by Concentra in 1997 and has operated
since that time as a standalone unit within the Company's Network
Services business segment.

Concentra Operating Corporation, a wholly owned subsidiary of
Concentra Inc., is dedicated to improving the quality of life by
making healthcare accessible and affordable.  Serving the
occupational, auto and group healthcare markets, Concentra
provides employers, insurers and payors with a series of
integrated services that include employment-related injury and
occupational healthcare, in-network and out-of-network medical
claims review and repricing, access to preferred provider
organizations, first notice of loss services, case management and
other cost containment services. Concentra provides its services
to approximately 136,000 employer locations and 3,700 insurance
companies, group health plans, third-party administrators and
other healthcare payors.  The Company has 300 health centers
located in 40 states.  It also operates the Beech Street and FOCUS
networks. These provider networks include 544,000 providers,
52,000 ancillary providers and 4,400 acute-care hospitals
nationwide.

                            *   *   *

Concentra Operating Corporation's 9.5% Senior Subordinated Notes
due 2010 carry Moody's Investor Services' B3 rating and Standard
and Poor's Ratings Services' B- rating.  Moody's and S&P assigned
those ratings on October 10, 2003.


CREDIT SUISSE: S&P Affirms Low-B Ratings of 6 Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised ratings on eight classes
of commercial mortgage pass-through certificates from Credit
Suisse First Boston Mortgage Securities Corp.'s series 2003-C4.

Concurrently, ratings are affirmed on the remaining 13 classes
from the same series.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.
The upgrades of several senior certificates reflect the defeasance
of $203.0 million (16%) in collateral since issuance. The raised
rating on the raked certificate, class MM, reflects the improved
performance of the Mayfair Mall and Office Complex.
The MM certificate's cash flow is derived from the junior
participation interest that is secured by the property.

As of the Oct. 17, 2006, remittance report, the collateral pool
consisted of 170 loans with an aggregate trust balance of
$1.281 billion, compared with 171 loans totaling $1.339 billion at
issuance.  The master servicer, KeyCorp Real Estate Capital
Markets Inc., reported primarily full-year 2005 financial
information for 100% of the pool.  Based on this information,
Standard & Poor's calculated a weighted average debt service
coverage of 1.80x, up from 1.71x at issuance.  The current DSC
figure excludes the loans for the defeased collateral.  All of the
loans in the pool are current.  To date, the trust has
experienced one loss totaling $1.2 million.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $335.2 million (32%) and a weighted average
DSC of 2.28x, compared with 2.04x at issuance.

Standard & Poor's reviewed property inspections provided by the
master servicer for all of the assets underlying the top 10 loans.

All of the properties were characterized as "good."

Credit characteristics for three of the loans in the pool remain
consistent with those of investment-grade obligations.

These are the details of the loans:

   -- The largest exposure in the pool, the Circle Centre Mall
      loan, has a trust balance of $75.8 million (6%).  The loan
      is secured by the leasehold interest in a 790,505-sq.-ft.
      regional mall in Indianapolis, Ind.  For the six months
      ended June 30, 2006, the DSC was 2.1x.  Standard & Poor's
      adjusted NCF is similar to its level at issuance.

   -- The fourth-largest exposure in the pool, the 540 Madison
      Avenue loan, has a trust balance of $45 million (4%) and
      is secured by a fee interest in a 280,666-sq.-ft. office
      property in Manhattan.  Occupancy was 99% as of July 2006.
      Standard & Poor's adjusted NCF is similar to its level at
      issuance.

   -- The fifth-largest exposure in the pool, the Mayfair Mall
      and Office Complex loan, is encumbered by a $184 million
      class A-1 note and a $2.3 million class A-2 note.  The A-1
      note is divided into three pari passu pieces, of which
      $44.3 million serves as the trust collateral.  The A-2 note
      provides 100% of the cash flows to the class MM raked
      certificate.  The loan is secured by 858,165 sq. ft. of the
      1,068,879-sq.-ft. Mayfair Mall and four office
      properties totaling 419,318 sq. ft., all in the Milwaukee
      suburb of Wauwatosa, Wisconsin.  The sponsor of the loan
      and manager of the property is General Growth Properties
      Inc. (BBB-/Negative/--).  Standard & Poor's adjusted NCF is
      12% above its level at issuance.


KeyBank reported a watchlist of 27 loans ($140.8 million, 11%).
The Red Lions Hotel portfolio, the 10th-largest exposure, has an
outstanding balance of $21.5 million (2%) and is secured by a
portfolio of five lodging properties in Washington, Idaho, and
California with a total of 788 units.  Two of the cross-
collateralized and cross-defaulted loans appear on the watchlist
because the collateral properties reported a year-end 2005 DSC
below 1x.  The five properties reported a weighted average year-
end 2005 DSC of 1.62x.

Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised and affirmed ratings.

                           Ratings Raised
                        (Pooled Certificates)

         Credit Suisse First Boston Mortgage Securities Corp.
     Commercial Mortgage Pass-Through Certificates Series 2003-C4

                              Rating

           Class     To      From   Credit enhancement (%)

             B       AAA     AA          14.81
             C       AAA     AA-         13.50
             D       AA      A           10.89
             E       AA-     A-           9.58
             F       A       BBB+         7.88
             G       BBB+    BBB          6.71
             H       BBB     BBB-         5.40

                           Ratings Raised
                         (Raked Certificate)

         Credit Suisse First Boston Mortgage Securities Corp.
     Commercial Mortgage Pass-Through Certificates Series 2003-C4

                              Rating

           Class     To      From   Credit enhancement (%)

            MM       AA      BBB            N/A

                          Ratings Affirmed

         Credit Suisse First Boston Mortgage Securities Corp.
    Commercial mortgage pass-through certificates series 2003-C4

           Class    Rating       Credit enhancement (%)

            A-1     AAA                17.69
            A-2     AAA                17.69
            A-3     AAA                17.69
            A-4     AAA                17.69
            A-1A    AAA                17.69
            J       BB+                 4.22
            K       BB                  3.57
            L       BB-                 3.05
            M       B+                  2.26
            N       B                   1.87
            O       B-                  1.74
            A-X     AAA                  N/A
            A-SP    AAA                  N/A

N/A-Not applicable.


CRYSTAL US: Moody's Assigns Loss-Given-Default Rating
-----------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Chemicals and Allied Products sectors,
the rating agency confirmed its B1 Corporate Family Rating for
Crystal US Holdings 3 LLC.

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

Issuer: Crystal US Holdings 3 LLC

                                                   Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   $321.6 Million
   10.5% Senior
   Discount Notes
   due 2014               Caa2      B3      LGD6       95%

   $77 Million
   10% Senior
   Discount Notes
   due 2014               Caa2      B3      LGD6       95%

Issuer: BCP Crystal US Holdings Corp.

                                                   Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   EUR187 Million
   (US$228 Million)
   Credit-Linked
   Letter of Credit
   Facility                B1       Ba3     LGD3       40%

   EUR313 Million
   (US$380 Million)
   Guaranteed Senior
   Secured Revolving
   Credit Facility
   due 4/2009              B1       Ba3     LGD3       40%

   US$220 Million
   Guaranteed Senior
   Secured Revolving
   Credit Facility
   due 4/2009              B1       Ba3     LGD3       40%

   EUR270 Million
   (US$327 Million)
   Guaranteed Senior
   Secured Term
   Loan Facility
   due 4/2011              B1       Ba3     LGD3       40%

   $935 Million
   Guaranteed Senior
   Secured Term
   Loan Facility
   due 4/2011              B1       Ba3     LGD3       40%

   $426 Million
   Guaranteed Senior
   Secured Term
   Loan Facility
   due 4/2011              B1       Ba3     LGD3       40%

   $800 Million
   9.625% Guaranteed
   Senior Sub.
   Global Notes
   due 6/2014              B3       B3      LGD5       88%

   EUR130 Million
   (US$165 Million)
   10.375% Guaranteed
   Senior Sub.
   Global Notes
   due 6/2014              B3       B3      LGD5       88%

Issuer: CNA Holdings, Inc.

                                                   Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   $13.765 Million
   7.125% MTN
   due 3/2009              B2       B3      LGD5       80%

   Various Pollution
   Control &
   Industrial Revenue
   Bonds due at
   Various Dates
   Through 2030            B2       B3      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%).

BCP Crystal US Holdings Corporation acquired the assets and
liabilities of BCP Caylux Holdings Luxembourg S.C.A., who is the
majority owner of Celanese AG.  BCP Crystal US Holdings
Corporation is a subsidiary of Crystal US Holdings 3 LLC.  Crystal
US Holdings 3 LLC is a subsidiary of Celanese Corporation.
Celanese Corporation, headquartered in Dallas, Texas, produces
acetyls, emulsions (including vinyl acetate monomer), acetate tow
and engineered thermoplastics.  CNA Holdings Inc. is the holding
company that contains Celanese's North American operating
companies.


DELPHI CORP: GM Chief Executive Reports Progress in Labor Talks
---------------------------------------------------------------
General Motors Corp. anticipates forging a deal with Delphi Corp.
over contributions to the bankrupt auto parts maker's labor costs
"reasonably soon," The Wall Street Journal reports.

GM's Chief Executive, Rick Wagoner, told The Journal's Gordon
Fairclough that "a huge amount of progress has been made" towards
a compromise with Delphi.  GM had recently updated estimates
related to benefit guarantees as a result of progress in ongoing
discussions with Delphi and its unions.

In its report for the quarter-period ended Sept. 30, 2006, GM
disclosed that its has narrowed the range of estimated potential
exposure related to Delphi's bankruptcy at between $6 and $7.5
billion pre-tax, as compared to a previously disclosed range of
$5.5 to $12 billion.

Reflecting these updated estimates, GM also increased the reserve
for its contingent liability for Delphi by $500 million in the
third quarter, bringing the total charges taken to date to
$6 billion pre-tax.  In addition to these charges, the final
agreement with Delphi may result in GM agreeing to reimburse
Delphi for certain labor expenses to be incurred upon and after
Delphi 's emergence from bankruptcy.

The initial payment in 2007 is not expected to exceed
approximately $400 million pre-tax, and the ongoing expenses would
be of limited duration and estimated to average less than $100
million pre-tax annually.

                    About General Motors

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries and its vehicles are sold in 200 countries.

                          About Delphi

Troy, MI-based Delphi Corporation -- http://www.delphi.com/--  
supplies vehicle electronics, transportation components,
integrated systems and modules, and other electronic technology.
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.


DEUTSCHE ALT-A: Fitch Places Low-B Rating on Two Cert. Classes
--------------------------------------------------------------
Fitch rates Deutsche Alt-A Securities Inc.'s mortgage pass-through
certificates, series 2006-AR5 group II:

     -- $116.9 million classes II-1A, II-2A, II-3A, II-X1, II-X2,
        II-PO, II-AR (senior certificates) 'AAA';

     -- $2.9 million class II-M 'AA';

     -- $0.7 million class II-B-1 'A';

     -- $0.6 million class II-B-2 'BBB';

     -- $0.4 million privately offered class II-B-3 'BB';

     -- $0.3 million privately offered class II-B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 4.25%
subordination provided by the 1.85% class II-M, the 1.25% class
II-B-1, the 0.75% class II-B-2, the 0.45% non-offered class II-B-
3, and the 0.20% non-offered class II-B-4.  Fitch believes the
above credit enhancement will be adequate to support mortgagor
defaults as well as bankruptcy, fraud and special hazard losses in
limited amounts.  The ratings also reflect the quality of the
mortgage collateral, the capabilities of Wells Fargo Bank,
National Association, as Master Servicer (rated 'RMS1' by Fitch),
and Fitch's confidence in the integrity of the legal and financial
structure of the transaction.

The group II mortgage loans in aggregate contain fully amortizing
adjustable rate mortgage loans, with an aggregate principal
balance of $122,048,362, and an average principal balance of
$171,176.  The weighted average original loan-to-value ratio is
67.02%, with a weighted average FICO of 707. The states with the
largest concentration of mortgage loans are California (22.01%),
Florida (13.69%) and New York (9.59%).  All other states represent
less than 9% of the aggregate pool balance as of the cut-off date.

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

Deutsche Alt-A Securities, Inc., a Delaware corporation will
assign all its interest in the mortgage loans to the trustee for
the benefit of certificate holders.  For federal income tax
purposes, an election will be made to treat the trust as multiple
real estate mortgage investment conduits.  HSBC Bank USA, National
Association will act as trustee.


DORAL FINANCIAL: Names Marangal Domingo as Chief Fin'l Officer
--------------------------------------------------------------
Doral Financial Corporation disclosed that Marangal Domingo has
been named chief financial officer of the Company, replacing Lidio
Soriano who resigned.  Mr. Domingo also will continue as the
company's treasurer and chief investment officer, positions which
he assumed upon joining Doral.

"I am satisfied that these management appointments will help Doral
manage its financial position," Glen Wakeman, chief executive
officer, stated,  "address its balance sheet priorities, including
the refinancing of Doral's $625 million of debt due July 2007, and
continue moving Doral forward with its SEC regulatory filings."

In addition, Doral Financial Corporation announced that Cesar
Ortiz, who has served as Doral's Director of Internal Audit, has
been named the Corporation's comptroller and chief accounting
officer. In light of this appointment, the Company is undertaking
a search for a new Director of Internal Audit.  Arturo Tous, who
previously served as the chief accounting officer, will remain
with the Company as a senior vice president reporting to the CFO.

Doral Financial Corp. -- http://www.doralfinancial.com/-- a
financial holding company, is a residential mortgage lender in
Puerto Rico, and the parent company of Doral Bank, a Puerto Rico
based commercial bank, Doral Securities, a Puerto Rico based
investment banking and institutional brokerage firm, Doral
Insurance Agency, Inc. and Doral Bank FSB, a federal savings bank
based in New York City.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Standard & Poor's Ratings Services removed from CreditWatch and
affirmed its ratings on Doral Financial Corp., including its 'B+'
counterparty rating.  The ratings were placed on CreditWatch with
negative implications on April 19, 2005.  The outlook is negative


ENRON CORP: Wants $44 Million Settlement with Dynegy Approved
-------------------------------------------------------------
Enron Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to approve a
Settlement Agreement with Dynegy Inc. and its affiliates
concerning the Guarantee Litigation and the Dynegy Adversary
Proceeding.

Effective Nov. 8, 2001, Enron Corp., Enron North America
Corp. fka Enron Capital and Trade Resources Corp., EnronOnline,
LLC, and their non-debtor affiliates Enron Canada Corp., Enron
Capital and Trade Resources, Ltd., entered into a Master Netting
Security and Setoff Agreement with:

    -- Dynegy Inc.,
    -- Dynegy Marketing and Trade,
    -- Dynegy Power Marketing, Inc.,
    -- Dynegy Broadband Marketing and Trade,
    -- Dynegy Canada, Inc.,
    -- Dynegydirect Inc.,
    -- Dynegy Global Liquids, Inc.,
    -- Dynegy Liquids Marketing and Trade,
    -- and Dynegy UK Limited.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that the MNA purported to create cross-product and cross-
affiliate netting and set-off rights as to the underlying
obligations among all the Dynegy Parties and Enron Parties under
their respective trading agreements, or Underlying Master
Agreements.

The MNA also seeks to aggregate claims and debts among the Enron
Parties and the Dynegy Parties, which means the claims and debts
would be reduced to a singular amount due from the Dynegy Parties
to the Enron Parties or vice versa.

Additionally, Enron provided the Dynegy Parties with the Enron
Group Guarantee Agreement, which guaranteed all of the Enron
Parties' obligations under the MNA.

On Nov. 29, 2001, ECTRL went into administration proceedings
in the United Kingdom.  Certain of the Dynegy Parties filed
claims with ECTRL's administrators, Steven Pearson and Anthony
Lomas, partners of PriceWaterhouseCoopers LLP, in the ECTRL
Administration for amounts due under the underlying contracts
between certain of the Dynegy Parties and ECTRL, and the joint
and several liability provisions of the MNA.

On Oct. 15, 2002, the Dynegy Parties filed Claim Nos. 13397,
13398, 13399, 13400, 13401, 13402 and 13403 against the Enron
Debtors, with each claim amounting to $93,558,630.  The Dynegy
Parties argued that the Claims are due under the Enron Guarantee.

Before filing their Claims, the Dynegy Parties filed a request
for relief from the automatic stay to enforce the MNA and
commence arbitration against the Enron Debtors.  On Oct. 18,
2002, the Dynegy Parties filed Arbitration Proceeding No. 50T 198
00542 02, with the American Arbitration Association in Houston,
Texas, against ECTRL, EOL, ECC, and ECTRC.

The Enron Parties objected to the Dynegy Parties' stay relief
motion and moved to enjoin the Arbitration Proceeding.  The Court
subsequently granted the Enron Parties' request.

Concurrent with the filing of their stay relief objection, the
Enron Debtors filed Adversary Proceeding No. 02-3468 against the
Dynegy Parties.  The Enron Debtors sought declaratory relief that
the MNA was avoidable and without legal effect and seeking
payment of $229,936,102, plus interest and attorneys' fees to the
Enron Parties for amounts due under the Underlying Master
Agreements.

On March 4, 2003, the Dynegy Adversary Proceeding and all other
trading cases were referred to mediation under a Court-ordered
mediation process before the Honorable Allan L. Gropper of the
Southern District of New York Bankruptcy Court as the court-
appointed mediator.  The parties participated in five mediation
sessions, and the last mediation session occurred on October 26,
2005.

On Dec. 1, 2003, the Enron Debtors also filed Adversary
Proceeding No. 03-93576 against DMT and DCI, to avoid, as a
fraudulent transfer, a credit support guarantee issued in
connection with certain of the parties' contracts.  The parties
eventually agreed that the Guaranty Litigation would ultimately
be consolidated in the Dynegy Adversary Proceeding.

On April 26, 2006, Judge Gropper advised the Court that mediation
between the parties was no longer suitable and suggested that the
mediation be withdrawn.  At a June 8, 2006 status conference, the
Court ordered the Dynegy Adversary Proceeding withdrawn from
mediation.  On June 15, 2006, the Dynegy Parties filed an answer,
affirmative defenses and counterclaim seeking to enforce the MNA
and the arbitration clause under the MNA.

According to Ms. Gray, as a result of the Dynegy Adversary
Proceeding and other orders entered by Judge Gonzalez, the Enron
Debtors hold reserves related to $1,144,320,954 of disputed
claims for the benefit of the Dynegy Parties in the Disputed
Claims Reserve.

After negotiations, the parties reached a settlement agreement.
The terms of the settlement are:

   (1) they will release each other from all claims, obligations,
       demands, actions, causes of action, and liabilities
       arising from any event, transaction, matter and
       circumstance related to the Guarantee Litigation and the
       Dynegy Adversary Proceeding;

   (2) the Dynegy Parties will make a $44,000,000 settlement
       payment to the Enron Parties;

   (3) the Dynegy Claims will be deemed irrevocably withdrawn,
       with prejudice, and to the extent applicable, expunged;
       and

   (4) After actual receipt of the settlement payment, the Enron
       Parties will enter into stipulations with the Dynegy
       Parties, dismissing with prejudice the Dynegy Adversary
       Proceeding, the Guarantee Litigation, and all claims and
       counterclaims related to the Adversary Proceeding and the
       Guarantee Litigation.

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


ENRON CORP: Wants $25,081,204 Newpower Deal Approved
----------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Enron Corp. and its debtor-affiliates ask the Honorable
Arthur Gonzalez of the U.S. Bankruptcy Court for the Southern
District of New York to approve their settlement agreement with
Mr. Dorsey and the NewPower Entities.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
related that on March 14, 2001, Enron Corp., Enron North America
Corp., Enron Energy Services, Inc., Enron Power Marketing, Inc.,
Enron Energy Services, LLC, entered into a Master Cross-Product
Netting, Setoff and Security Agreement with The New Power
Company, NewPower Holdings, Inc., and TNPC Holdings, Inc.,
concerning a series of commodity purchase and swap transaction.

The Master Agreement was amended on Oct. 18, 2001, pursuant to
which the Enron Debtors held $70,000,000 in collateral posted by
the NewPower Entities and the Debtors obtained secured claims
against the NewPower Entities for $28,000,000.

Enron and its non-debtor affiliates Cortez Energy Services, LLC,
McGarret I, LLC, McGarret II, LLC, McGarret III, LLC, and EES
Warrant Trust presently own 31,666,800 shares of NewPower
Holdings common stock and 24,117,800 warrants for the purchase of
NewPower Holdings common stock.  The 31,666,800 shares and
24,117,800 warrants collectively represent the Enron Parties' 44%
equity interests in NewPower.

After the Petition Date, the Enron Debtors and the NewPower
Entities entered into a settlement agreement to resolve the
disputes arising under the Master Agreement and the Second
Agreement.  Under the first settlement, the NewPower Entities
allowed the Enron Debtors to foreclose the $70,000,000 Pledged
Collateral and NewPower delivered to the Debtors a $28,000,000
secured note with respect to the payment of the Enron Secured
Claims.

On June 11, 2000, the NewPower Entities sought Chapter 11
protection in the U.S. Bankruptcy Court for the Northern District
of Georgia.  The Enron Debtors filed timely proofs of claim in
the NewPower Chapter 11 cases.  The Enron Debtors assert secured
claims of more than $28,000,000 for outstanding principal and
interest due on the Secured Note pursuant to the first NewPower
settlement.

On Nov. 5, 2002, the NewPower Entities paid $28,485,958 to
the Enron Debtors pursuant to the NewPower Bankruptcy Court's
cash collateral order.

On Jan. 15, 2003, the NewPower Entities, the Enron Debtors and
the NewPower Unsecured Creditors Committee entered into a second
settlement agreement to resolve the Committee's objection to the
Debtors' claim for attorneys' fees and costs.  Under the
settlement, the NewPower Entities paid $137,000 in attorneys'
fees and costs to the Debtors.

On Jan. 17, 2003, the NewPower Bankruptcy Court approved the
appointment of Rufus T. Dorsey, IV, as the examiner for the
NewPower Entities.

After confirming NewPower Entities' 2nd Amended Plan of
Reorganization, the NewPower Bankruptcy Court authorized NewPower
to make interim distributions to certain holders of equity
interests and the NewPower Entities were directed to establish an
interest-bearing account reserve for the Enron Parties.  NewPower
deposited $30,806,204 in the Enron Reserve.

On Sept. 24, 2004, Mr. Dorsey filed Adversary Proceeding No.
04-04303 in the Enron Bankruptcy Court, seeking to recover the
New Power Entities' $28,000,000 payment on the Secured Note,
recharacterize the indebtedness evidenced by the Secured Note as
equity in NewPower Holdings, and to equitable subordinate all of
the equity interests in NewPower Holdings held or asserted by the
Enron Parties.

On March 29, 2005, Mr. Dorsey filed an objection in the NewPower
Bankruptcy Court, seeking to disallow the Enron Parties' equity
interests.  In response to the objection, the Enron Debtors filed
a motion in the Enron Bankruptcy Court, seeking to enforce the
automatic stay and Enron Plan injunction, and impose sanctions on
Mr. Dorsey and his counsel for their knowing violation of the
stay in the Enron Chapter 11 cases.

The Enron and NewPower Bankruptcy Courts subsequently referred
the Enron Debtors and Mr. Dorsey to mediation and both courts
stayed further pursuit of the Adversary Proceeding, Mr. Dorsey's
Objection, and the Sanctions Motion pending the completion of the
mediation.

Based on the monthly operating report submitted by NewPower
Entities on June 30, 2006, the Enron Reserve held $31,169,375 for
the benefit of the Enron Parties, while the interest-bearing
money market account maintained by the NewPower Entities held
$16,277,572.

To resolve their dispute, the parties entered into a settlement
agreement.  The terms of the settlement are:

   (1) the Enron Claims and the Enron Equity Interest will be
       allowed in the NewPower Chapter 11 cases, provided,
       however, that the Enron Parties will waive their rights to
       receive, collectively, the first $5,725,000 of the Enron
       Reserve;

   (2) the NewPower Entities will transfer to the Enron Parties
       the Enron Reserve reflected in the NewPower June MOR,
       plus any interest accrued on the balance after June 30,
       2006, minus $5,725,000;

   (3) The NewPower Entities will make the subsequent shareholder
       distributions to the Enron Parties on or before December
       14, 2006, and certain Enron shares held by the non-Debtor
       Enron affiliates will be cancelled and they will have no
       more ownership interest in the NewPower Entities; and

   (4) they will mutually release each other from all claims
       related to the Adversary Proceeding, the Objection and the
       Sanctions Motion.

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


ENTERGY NEW ORLEANS: Earns $7.4 Million in Third Quarter 2006
-------------------------------------------------------------
Entergy Corporation has released its financial results for the
quarter ended Sept. 30, 2006.  Entergy and its subsidiaries,
including Entergy New Orleans, Inc., recorded as-reported earnings
of $285,900,000 for the third quarter of 2006, compared to
earnings of $285,800,000 in the third quarter of 2005.  ENOI
earned $7,430,000 for the third quarter.

According to Entergy's press release, ENOI's third quarter 2006
results reflect the ongoing effects of the hurricane as well as
certain actions taken by the Debtor specific to its continuing
effort to stabilize its financial condition.

Entergy said that ENOI's results for the current period include
significantly lower revenues from customers due to extended
outages and customer losses partially set off by lower operation
and maintenance expense due to the continued focus on storm
restoration rather than routine operating activities, and ongoing
cost reduction initiatives.

Current results, according to Entergy, also reflect lower interest
expense due to a reduction in interest accrued on first mortgage
bonds.  Interest had not been accrued for a year as a result of an
agreement among bondholders and ENOI in its Chapter 11 case.  ENOI
resumed accruing interest late in third quarter 2006.

A full text copy of Entergy's press release on its third quarter
2006 results is available for free at:

               http://researcharchives.com/t/s?149f

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: Panel Wants to Avoid Co. Affiliate Payments
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Entergy New
Orleans Inc. and its debtor-affiliates' chapter 11 cases asks the
U.S. Bankruptcy Court for the Eastern District of Louisiana to
affirm its standing to pursue, on behalf of Entergy New Orleans,
Inc., an avoidance action under Section 549 of the Bankruptcy Code
in connection with the postpetition payments made by ENOI to its
affiliates on account of ENOI's alleged prepetition obligations.

On September 29, 2005, October 24, 2005 and November 16, 2005,
ENOI paid an aggregate of $12,934,642 to the Affiliates in
satisfaction of its alleged prepetition obligations under certain
power purchase agreements:

    Affiliate                        Amount
    ---------                        ------
    Entergy Power, Inc.          $1,091,471
    Entergy Gulf States, Inc.     5,021,988
    Entergy Arkansas, Inc.        6,821,182

In a December 6, 2005 motion seeking retroactive approval of the
Affiliate Payments, ENOI asserted that the PPAs constituted
"forward contracts" and that the Affiliates were "forward contract
merchants" under Section 556 of the Bankruptcy Code and further,
that the Court's approval of the Affiliate Payments was warranted
under a so-called "doctrine of necessity."

The Creditors Committee opposed the Original Motion and argued
that the funds constituted unlawful postpetition payments of
prepetition obligations of the Debtor that must be returned to the
estate.

The Committee also opposed an amended motion by ENOI seeking to
assume the PPAs and for retroactive approval of the Affiliate
Payments.  The Committee argued, among others, that the assumption
of the PPAs was premature, as it could not be determined whether
the PPAs will be useful or desired under a plan of reorganization
that will ultimately be confirmed by the Court.  The Debtor has
withdrawn the Amended Motion.

In addition, the Creditors Committee has recently learned that, on
October 24, 2005, the Debtor had paid to $6,174,217 to its
affiliate, System Energy Resources, under their Unit Power Sales
Agreement for their Grand Gulf Power Contract.

ENOI's president, chief executive officer and chairman of the
board, Dan Packer was deposed on September 27, 2006 and testified
that none of the Affiliate Payments were authorized by ENOI,
Philip K. Jones, Esq., at Liskow & Lewis, APLC, at New Orleans,
Louisiana, relates.

The Creditors Committee believes that it is entitled to pursue, on
behalf of ENOI, an avoidance action against the Affiliates.  The
Committee reiterates that the Affiliate Payments constitute
unlawful postpetition payments of prepetition obligations of ENOI
that must be returned to the estate.

Under Rule 6001 of the Federal Rules of Bankruptcy Procedure, the
burden of proof as to the validity of any postpetition transfer is
on the entity asserting that the transfer is valid.  ENOI has
already admitted that it made the Affiliate Payments without
Court authorization, Mr. Jones notes.

The Creditors Committee acknowledges that the authority to collect
the assets of the estate and to bring avoidance actions attendant
thereto are ordinarily reserved to the trustee or debtor-in-
possession.  However, when the debtor-in-possession unjustifiably
refuses a demand to purse an action, its creditor or the creditors
committee may seek leave of the bankruptcy court to prosecute the
action on behalf of the debtor-in-possession, if they can
establish a colorable claim, Mr. Jones notes, citing, among
others, Louisiana World Exposition v. Federal Insurance Company,
858 F.2d 233, 247-48 (5th Cir. 1988).

Despite the Committee's demands, ENOI has refused to return to the
estate the Affiliate Payments or the interest charges incurred by
ENOI in favor of Entergy Corp. to finance the Payments, Mr. Jones
points out.  "Because the Debtor has had to borrow funds to make
these funds to make the Payments, the Debtor has incurred between
$900,000 to $41,000,000 in interest costs under the DIP financing
facility with Entergy Corp."

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)


FERRELLGAS PARTNERS: 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 Ferrellgas Partners L.P.

Additionally, Moody's held its B2 probability-of-default rating on
the Company's 8.75% Sr. Unsec. Notes due 2012 and assigned an LGD6
rating to these notes, suggesting holders will experience a 91%
loss in the event of a default.

Moody's also held its Ba3 probability-of-default rating on
Ferrellgas, LP's 6.75% Sr. Unsec. Global Notes due 2014 and
assigned and LGD3 rating, suggesting noteholders will experience a
44% loss in the event of a default.

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

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

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

Headquartered in Overland Park, Kansas, Ferrellgas Partners, LP --
http://www.ferrellgas.com/-- through its operating partnership,
Ferrellgas, LP, is a propane marketer in the United States.
Ferrellgas serves more than 1 million customers in all 50 states,
the District of Columbia, Puerto Rico, and Canada, and has annual
sales volumes approaching 1 billion retail gallons.  Ferrellgas
employees indirectly own more than 20 million common units of the
partnership through an employee stock ownership plan.


FLYI INC: Has Until January 31 to File Notices of Removal
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
FLYi Inc. and its debtor-affiliates' deadline to file notices of
removal with respect to pending prepetition civil actions through
and including Jan. 31, 2007.

As reported in the Troubled Company Reporter on Oct. 11, 2006, the
extension will afford the Debtors additional time to determine
whether or not to remove any pending civil action and will ensure
that the Debtors do not forfeit their rights under Section 1452 of
the Judiciary and Judicial Procedure Code, M. Blake Cleary, Esq.,
at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
contended.

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).


FREE ENTERPRISE: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Free Enterprise of Atlanta, Inc.
        dba George's Motor Coach
        550 Discovery Place
        Mableton, GA 30126-4666

Bankruptcy Case No.: 06-74289

Type of Business: The Debtor offers transportation services for
                  tourists and sightseeing groups.
                  See http://www.georgesmotorcoach.com/

Chapter 11 Petition Date: November 6, 2006

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: G. Frank Nason, IV, Esq.
                  Lamberth, Cifelli, Stokes & Stout, P.A.
                  Suite 550 3343
                  Peachtree Road, Northeast
                  Atlanta, GA 30326
                  Tel: (404) 262-7373
                  Fax: (404) 262-9911

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
MCII Financial Service           Vehicles - Buses    $2,205,025
9787 Clifford Drive                                    Secured:
Dallas, TX 75220                                     $1,020,000

T&W Funding Co. VII, LLC                               $931,000
c/o Brian M. Born
950 Pacific Avenue, Suite 1050
Tacoma, WA 98402

Textron Financial Corp.                                $827,180
c/o Jay Pontrelli
3350 Riverwood Parkway
Southeast, Suite 1700
Atlanta, GA 30339-3345

CitiCapital                      Vehicle               $225,000
American Equipment Leasing                             Secured:
P.O. Box 7247-7878                                      $80,000
Philadelphia, PA 19170-7878

U.S. Bancorp                     Liens subject to      $220,871
c/o Thomas Sterns Kenney         Ebank, Flag Bank,
3675 Crestwood Parkway           SBA and IRS
Suite 500
Duluth, GA 30096

Burkett Oil Company                                     $16,000

MCI Fleet Support                                        $6,800

All Points Capital Corp.         Vehicle                $24,456
                                                       Secured:
                                                        $20,000

Harmon Brothers                                          $3,300

Atlanta Commercial Tire                                  $2,700

Timothy Camp                     Court Litigation        $2,354

Nextel Communications                                    $1,300

Georgia Power Company                                      $900

Quick Fleet Tire Sales                                     $800

AT&T                                                       $300

Cobb County Water System                                   $250

NAPA                                                       $200

Staples                                                    $150


FREESCALE SEMICON: Buyout Plan Prompts S&P's Credit Rating Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services kept ratings, including the
'BB+' corporate credit rating, on Austin, Texas-based Freescale
Semiconductor Inc. on CreditWatch with negative implications,
where they were placed on Sept. 11, 2006, after the company's
announcement that it was considering a business transaction, later
confirmed as a leveraged buyout.

"We have determined the rating actions that will be taken upon the
completion of the financing that will facilitate the acquisition
of Freescale by the consortium, expected to be in the near term,"
said Standard & Poor's credit analyst Bruce Hyman. The anticipated
rating actions reflect the pending LBO, which will materially
increase debt leverage while substantially reducing liquidity and
free cash flows.

The corporate credit rating will be lowered to 'BB-' with a
negative outlook, and a 'BB' rating will be assigned to the
company's senior secured bank loan package with a '1' recovery
rating.  Freescale's $4.25 billion senior secured bank facility
will consist of a $3.5 billion senior secured term loan and a
$750 million revolving credit agreement.  The term loan and credit
facility will be rated 'BB', one notch higher than the corporate
credit rating, with a recovery rating of '1', indicating an
expectation of full recovery of principal in the event of a
payment default.  The senior fixed-rate, senior toggle, senior
unsecured floating rate, and senior subordinated notes will all be
rated 'B'; the 'BB+' rating on the existing
senior unsecured notes will be withdrawn.

The anticipated post-LBO ratings on Freescale reflect the
company's near-investment grade business profile, enabling a
leverage profile that is high for the rating level.  The business
profile reflects the company's strong position in its industry and
improving cost structure, offset by substantial customer
concentration in a cyclical, capital-intensive marketplace.  Debt
leverage will be high, about 5.6x trailing four quarters' adjusted
EBITDA, treating pensions, postretirement benefits and capitalized
operating leases as debt, with an adequate initial cash balance
around $600 million.  The planned ratings anticipate that free
cash flows should enable the company to deleverage moderately over
the intermediate term.


FREMONT HOME: Fitch Rates $23.9 Mil. Class M-10 Certs at BB+
------------------------------------------------------------
Fremont Home Loan Trust's mortgage-backed certificates, series
2006-D, are rated by Fitch Ratings:

Group 1:

     -- $1.229 billion classes 1A1, 2A1, 2A2, 2A3 and 2A4 'AAA';
     -- $74.13 million class M-1 'AA+';
     -- $71.74 million class M-2 'AA';
     -- $26.31 million class M-3 'AA-';
     -- $30.29 million class M-4 'A+';
     -- $27.1 million class M-5 'A';
     -- $19.13 million class M-6 'A-';
     -- $17.54 million class M-7 'BBB+';
     -- $14.35 million class M-8 'BBB';
     -- $19.13 million class M-9 'BBB-';
     -- $23.91 million class M-10 'BB+'.

The mortgage loans consist of fixed- and adjustable-rate subprime
mortgage loans secured by first or second lien mortgages or deeds
of trust on residential properties.

The 'AAA' rating on the senior certificates reflects the 22.90%
credit enhancement provided by the 4.65% class M-1, 4.50% class M-
2, 1.65% class M-3, 1.90% class M-4, 1.70% class M-5, 1.20% class
M-6, 1.10% class M-7, 0.90% class M-8, 1.20% class M-9, 1.50%
class M-10, as well as 2.60% target overcollateralization.

The ratings also reflect the quality of the mortgage collateral,
strength of the legal and financial structures, and Fremont
Investment and Loan's servicing capabilities as servicer.

As of the cut-off date, the mortgage loans in have an aggregate
balance of $1,594,233,538.  The weighted average mortgage rate is
approximately 8.46% and the weighted average remaining term to
maturity (WAM) is 358 months.  The average cut-off date principal
balance of the mortgage loans is $205,728.  The weighted average
original loan-to-value ratio is 81.5%.  The properties are
primarily located in California (26.02%), Florida (10.60%), New
York (9.98%), Maryland (8.13%), and Illinois (8.10%).

Located in Brea, California, Fremont is a state-chartered
industrial bank.  Fremont conducts business in 45 states and its
primary source of origination is through licensed mortgage
brokers.  Fremont Investment and Loan currently operates five
wholesale residential real estate loan production offices.


GENERAL MOTORS: Paying Fourth Quarter Dividends on December 9
-------------------------------------------------------------
General Motors Corp. declared a fourth-quarter dividend of $0.25
per share on GM common stock.  The dividend is payable
Dec. 9, 2006, to holders of record as of Nov. 17, 2006.  The
dividend is unchanged from the previous quarter.

                      About General Motors

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries and its vehicles are sold in 200 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2006,
Standard & Poor's Ratings Services said that its 'B' long-term and
'B-3' short-term corporate credit ratings on General Motors Corp.
would remain on CreditWatch with negative implications, where they
were placed March 29, 2006.

As reported in the Troubled Company Reporter on July 27, 2006,
Dominion Bond Rating Service downgraded the long-term debt ratings
of General Motors Corporation and General Motors of Canada Limited
to B.  The commercial paper ratings of both companies are also
downgraded to R-3 (low) from R-3.

As reported in the Troubled Company Reporter on June 22, 2006,
Fitch assigned a rating of 'BB' and a Recovery Rating of 'RR1' to
General Motor's new $4.48 billion senior secured bank facility.
The 'RR1' is based on the collateral package and other protections
that are expected to provide full recovery in the event of a
bankruptcy filing.

As reported in the Troubled Company Reporter on June 21, 2006,
Moody's Investors Service assigned a B2 rating to the secured
tranches of the amended and extended secured credit facility of up
to $4.5 billion being proposed by General Motors Corporation,
affirmed the company's B3 corporate family and SGL-3 speculative
grade liquidity ratings, and lowered its senior unsecured rating
to Caa1 from B3.  The rating outlook is negative.


GENERAL MOTORS: Reduces Third Quarter Net Loss to $91 Million
-------------------------------------------------------------
General Motors Corporation's consolidated net loss for the third
quarter of 2006 has been reduced by $24 million to a net loss of
$91 million.  General Motors Corporation previously announced
preliminary consolidated net loss for the third quarter of 2006 as
$115 million.

The reduction in net loss is attributable to additional loan sales
that had not been previously reported by GM's unit, General Motors
Acceptance Corporation LLC.  GMAC has also revised its loss to
$325 million, from the $349 million it reported earlier, the
Associated Press reports.

A full-text copy of GM's revised quarterly report, filed with the
Securities and Exchange Commission on Nov. 7, 2006, is available
for free at http://researcharchives.com/t/s?14a0

                       About General Motors

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries and its vehicles are sold in 200 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2006,
Standard & Poor's Ratings Services said that its 'B' long-term and
'B-3' short-term corporate credit ratings on General Motors Corp.
would remain on CreditWatch with negative implications, where they
were placed March 29, 2006.

As reported in the Troubled Company Reporter on July 27, 2006,
Dominion Bond Rating Service downgraded the long-term debt ratings
of General Motors Corporation and General Motors of Canada Limited
to B.  The commercial paper ratings of both companies are also
downgraded to R-3 (low) from R-3.

As reported in the Troubled Company Reporter on June 22, 2006,
Fitch assigned a rating of 'BB' and a Recovery Rating of 'RR1' to
General Motor's new $4.48 billion senior secured bank facility.
The 'RR1' is based on the collateral package and other protections
that are expected to provide full recovery in the event of a
bankruptcy filing.

As reported in the Troubled Company Reporter on June 21, 2006,
Moody's Investors Service assigned a B2 rating to the secured
tranches of the amended and extended secured credit facility of up
to $4.5 billion being proposed by General Motors Corporation,
affirmed the company's B3 corporate family and SGL-3 speculative
grade liquidity ratings, and lowered its senior unsecured rating
to Caa1 from B3.  The rating outlook is negative.


GENERAL MOTORS: Delphi Deal Coming Soon Says Rick Wagoner
---------------------------------------------------------
General Motors Corp. anticipates forging a deal with Delphi Corp.
over contributions to the bankrupt auto parts maker's labor costs
"reasonably soon," The Wall Street Journal reports.

GM's Chief Executive, Rick Wagoner, told The Journal's Gordon
Fairclough that "a huge amount of progress has been made" towards
a compromise with Delphi.  GM had recently updated estimates
related to benefit guarantees as a result of progress in ongoing
discussions with Delphi and its unions.

In its report for the quarter-period ended Sept. 30, 2006, GM
disclosed that its has narrowed the range of estimated potential
exposure related to Delphi's bankruptcy at between $6 and $7.5
billion pre-tax, as compared to a previously disclosed range of
$5.5 to $12 billion.

Reflecting these updated estimates, GM also increased the reserve
for its contingent liability for Delphi by $500 million in the
third quarter, bringing the total charges taken to date to
$6 billion pre-tax.  In addition to these charges, the final
agreement with Delphi may result in GM agreeing to reimburse
Delphi for certain labor expenses to be incurred upon and after
Delphi 's emergence from bankruptcy.

The initial payment in 2007 is not expected to exceed
approximately $400 million pre-tax, and the ongoing expenses would
be of limited duration and estimated to average less than $100
million pre-tax annually.

                          About Delphi

Troy, MI-based Delphi Corporation -- http://www.delphi.com/--  
supplies vehicle electronics, transportation components,
integrated systems and modules, and other electronic technology.
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.

                    About General Motors

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries and its vehicles are sold in 200 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2006,
Standard & Poor's Ratings Services said that its 'B' long-term and
'B-3' short-term corporate credit ratings on General Motors Corp.
would remain on CreditWatch with negative implications, where they
were placed March 29, 2006.

As reported in the Troubled Company Reporter on July 27, 2006,
Dominion Bond Rating Service downgraded the long-term debt ratings
of General Motors Corporation and General Motors of Canada Limited
to B.  The commercial paper ratings of both companies are also
downgraded to R-3 (low) from R-3.

As reported in the Troubled Company Reporter on June 22, 2006,
Fitch assigned a rating of 'BB' and a Recovery Rating of 'RR1' to
General Motor's new $4.48 billion senior secured bank facility.
The 'RR1' is based on the collateral package and other protections
that are expected to provide full recovery in the event of a
bankruptcy filing.

As reported in the Troubled Company Reporter on June 21, 2006,
Moody's Investors Service assigned a B2 rating to the secured
tranches of the amended and extended secured credit facility of up
to $4.5 billion being proposed by General Motors Corporation,
affirmed the company's B3 corporate family and SGL-3 speculative
grade liquidity ratings, and lowered its senior unsecured rating
to Caa1 from B3.  The rating outlook is negative.


GENERAL MOTORS: Denies Plan to Give Avtovaz Joint Venture Stake
---------------------------------------------------------------
General Motors Corp. is not selling its 50% stake in General
Motors-Avtovaz joint venture to Avtovaz OAO, RIA Novosti cites GM
Russian Director Warren Brown.

Mr. Brown stressed that the two companies have positive relations,
thus no reason for change.

General Motors, Avtovaz and the European Bank for Reconstruction
and Development inked a deal to form the $338-million joint
venture, which opened in September 2002.

                          About Avtovaz

Headquartered in Toliatti, Russia, Avtovaz OAO --
http://www.lada-auto.ru/-- manufactures passenger cars under
brand names LADA, VAZ and NIVA.  Through its subsidiaries and
associates, the Company manufactures automobile components,
distributes automobiles and spare parts and operates automobile
service centers.

                     About General Motors

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries and its vehicles are sold in 200 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2006,
Standard & Poor's Ratings Services said that its 'B' long-term and
'B-3' short-term corporate credit ratings on General Motors Corp.
would remain on CreditWatch with negative implications, where they
were placed March 29, 2006.

As reported in the Troubled Company Reporter on July 27, 2006,
Dominion Bond Rating Service downgraded the long-term debt ratings
of General Motors Corporation and General Motors of Canada Limited
to B.  The commercial paper ratings of both companies are also
downgraded to R-3 (low) from R-3.

As reported in the Troubled Company Reporter on June 22, 2006,
Fitch assigned a rating of 'BB' and a Recovery Rating of 'RR1' to
General Motor's new $4.48 billion senior secured bank facility.
The 'RR1' is based on the collateral package and other protections
that are expected to provide full recovery in the event of a
bankruptcy filing.

As reported in the Troubled Company Reporter on June 21, 2006,
Moody's Investors Service assigned a B2 rating to the secured
tranches of the amended and extended secured credit facility of up
to $4.5 billion being proposed by General Motors Corporation,
affirmed the company's B3 corporate family and SGL-3 speculative
grade liquidity ratings, and lowered its senior unsecured rating
to Caa1 from B3.  The rating outlook is negative.


GENERAL NUTRITION: Buyout Plan Cues S&P to Put Ratings on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed ratings on General
Nutrition Centers Inc., including the 'B' corporate credit rating,
on CreditWatch with developing implications.

"The placement follows news that GNC is evaluating alternatives
that include a possible sale of the company or an IPO," said
Standard & Poor's credit analyst Jackie Oberoi.

The sale of the company, which could be financed with a
substantial amount of additional debt, may lead to lowered
ratings.  Conversely, the company has an S-1 filing outstanding
with the SEC by parent company GNC Corp. for an IPO of up to
$400 million of its common stock.  Should proceeds be used to
reduce debt levels, ratings could be raised.

Standard & Poor's also assigned its 'CCC+' rating on Pittsburgh,
Pa.-based GNC Parent Corporation's $325 million payment-in-kind
notes, due 2011.  The rating was placed on CreditWatch Developing.
Given the expected use of proceeds from the PIK notes, the
existing ratings on GNC's senior unsecured notes and bank facility
may be raised.

Proceeds from the notes, along with of cash on hand, will be used
to redeem the company's preferred stock, repay a portion of its
bank debt, and pay a dividend to common equity.  The rating
reflects a resulting capital structure that is highly leveraged,
with total lease-adjusted debt of about $1.2 billion and expected
debt to EBITDA of about 6.3x.

GNC's operating performance has improved in the current year to
date due to solid comparable-store sales growth and better
margins.  Management attributes the turnaround largely to a new
national pricing model and new marketing efforts.  U.S.-based
company-owned stores experienced 12.6% comparable-store growth for
the nine months ended Sept. 30, 2006; U.S. franchised stores
posted 6.6% growth.


GENTEK INC: To Shut Down New Jersey Plant in December 2006
----------------------------------------------------------
GenTek Inc. will be closing its Newark, N.J. sulfuric acid
production plant at the end of this year.  The production and
shipment of other products, aluminum sulfate and ferric sulfate,
currently being sold from the Newark, N.J. location will continue
without any interruptions.  GenTek's decision was driven by
the fact that the Newark Sulfur operation, already cash flow
negative, was facing increasingly adverse market conditions and
required infrastructure investments, which would have lead to
material cash losses in this business.

It is anticipated that shipment of product will cease during
December of 2006 and all closure activities are expected to be
completed by the end of April of 2007.  The Company is currently
negotiating with a third party on the potential sale of the site.
The restructuring charges as a result of this closure include
termination costs of approximately $1 million and other closure
costs totaling approximately $1 million, substantially all of
which are expected to be paid in 2007.

GenTek Inc. -- http://www.gentek-global.com/-- provides specialty
inorganic chemical products and services for treating water and
wastewater, petroleum refining, and the manufacture of personal-
care products, valve-train systems and components for automotive
engines and wire harnesses for large home appliance and automotive
suppliers.  GenTek operates over 60 manufacturing facilities and
technical centers and has approximately 6,900 employees

                         *     *     *

In February 2005, Moody's Investors Service placed a B2 rating on
GenTek's $60 million senior secured revolving credit facility, due
2010, $235 million senior secured term loan B, due 2011.


GEORGIA GULF: Moody's Assigns Loss-Given-Default Rating
-------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Chemicals and Allied Products sectors,
the rating agency confirmed its Ba3 Corporate Family Rating for
Georgia Gulf Corporation.

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
   ----------            -------  -------  ------   ----------
   $375 Million
   Guaranteed Senior
   Secured Revolving
   Credit Facility
   due 9/2011              Ba2      Ba2     LGD3       33%

   $800 Million
   Guaranteed Senior
   Secured Term
   Loan due 9/2013         Ba2      Ba2     LGD3       33%

   $500 Million
   Guaranteed Senior
   Unsec. Notes
   due 9/2014              B1       B1      LGD4       67%

   $100 Million
   7.125% Guaranteed
   Global Unsecured
   Notes due 12/2013       B1       B1      LGD4       67%

   $250 Million
   Guaranteed Senior
   Sub. Notes
   due 9/2016              B2       B2      LGD6       93%

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

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

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

Based in Atlanta, Georgia Gulf Corp. -- http://www.ggc.com/--
manufactures and markets two integrated product lines,
chlorovinyls and aromatics.  The company generated revenues of
$2.3 billion for the year ended Dec. 31, 2005.


GLOBAL HOME: Deadline for Filing Proofs of Claim Set to Nov. 15
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order in Global Home Products LLC and its debtor-affiliates'
chapter 11 cases setting Nov. 15, 2006, 4:00 p.m. E.S.T., as:

   (a) the last day for filing all proofs of claim against the
       Debtors arising prior to April 10, 2006;

   (b) the last day for all governmental units, as defined in
       Section 101(27) of the Bankruptcy Code, to assert claims
       arising before April 10, 2006; and

   (c) the last day for all parties asserting administrative
       expenses against the Debtors' estates arising under
       Section 503(b)(9) of the Bankruptcy Code, to file a
       request for payment of these administrative expense with
       the Claims Agent, Bankruptcy Services, LLC.

Proofs of claims must be received on or before the Bar Dates by:

      Global Home Products Claims Processing
      c/o Bankruptcy Services, LLC
      FDR Station, P.O. Box 5269
      New York, NY 10150-5269

These claims are not required to be filed on or before the Claims
Bar Date, the Governmental Unit Bar Date, and the Administrative
Bar Date:

   -- claims already duly filed in the Debtors' chapter 11 cases
      with the Claims Agent, or the Clerk of Court;

   -- claims listed in the Debtors' schedules of assets and
      liabilities, or as listed in any supplements or amendments
      in the schedules; and

   -- claims arising on or after the Petition Date, except as
      provided pursuant to 503(b)(9) Administrative Bar Date

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
April 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub LLP, represent the Debtors.  Bruce Buechler,
Esq., at Lowenstein Sandler, P.C., and David M. Fournier, Esq., at
Pepper Hamilton LLP represent the Official Committee of Unsecured
Creditors.  Huron Consulting Group LLC gives financial advice to
the Committee.  When the company filed for protection from their
creditors, they estimated assets between $50 million and
$100 million and estimated debts of more than $100 million.


GREENMAN TECH: Wins Deal to Cleanup Iowa Tire Disposal Sites
------------------------------------------------------------
The Iowa Department of Natural Resources has awarded GreenMan
Technologies Inc.'s Iowa subsidiary the contract to cleanup scrap
tires located at various sites throughout Iowa during the next
five months.

"We are very pleased the Iowa Department of Natural Resources has
chosen us to complete this cleanup project" Mark Maust, GreenMan
of Iowa's president said.

"We anticipate commencing the project during November on a limited
basis with a majority of the work to be completed during the
December through March 2007 timeframe" Mr. Maust added.  "This
coincides with our seasonally slower time of the year.  We
estimate this cleanup project will generate approximately $400,000
of new accretive revenue and will be recycled into alternative
fuel and other value-added material for Iowa industries."

Based in Lynnfield, Massachusetts, GreenMan Technologies, Inc.
(OTCBB: GMTI), markets scrap granular tires in the United States.
The company's products are used as a tire-derived fuel used by
pulp and paper producers.

                        *     *     *

At June 30, 2006, the Company's balance sheet showed $10.6 million
in total assets and $22.3 million in total liabilities, resulting
in an $11.6 million stockholders' deficit.  The Company's equity
deficit stood at $8.6 million as of Dec. 31, 2005.


HANOVER COMPRESSOR: Reports $12.2 Mil. Net Income in Third Quarter
------------------------------------------------------------------
Hanover Compressor Company delivered its third quarter financial
statements for the three months ended Sept. 30, 2006, to the
Securities and Exchange Commission on Nov. 1, 2006.

The Company earned $12.2 million of net income on $423.7 million
of net revenues for the quarter ended Sept. 30, 2006, compared to
a $14.9 million net loss on $369.8 million of net revenues for the
same period in 2005.

At Sept. 30, 2006, the Company's accumulated deficit lowered to
$129.6 million from $186 million of deficit as of Sept. 30, 2005.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?1484

Hanover Compressor Company -- http://www.hanover-co.com/-- is a
global market leader in full service natural gas compression and a
leading provider of service, fabrication and equipment for oil and
natural gas production, processing and transportation
applications.  Hanover sells and rents this equipment and provides
complete operation and maintenance services, including run-time
guarantees for both customer-owned equipment and its fleet of
rental equipment.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 29, 2006,
Moody's Investors Service, in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the North American Forest Products sector,
confirmed its B1 Corporate Family Rating for Hanover Compressor
Company.

Four layers of bond debt issued by Hanover Compressor and maturing
between 2008 and 2014 carry low-B ratings from Moody's Investors
Service and Standard & Poor's Rating Services.


HC CARIBBEAN: Court Sets February 15 as Claims Filing Deadline
--------------------------------------------------------------
The U.S. Bankruptcy Court District of Puerto Rico has set these
deadlines for persons owed money by HC Carribean Chemicals Inc.
to file proofs of claim against the Debtor:

   a) Feb. 15, 2007 -- for all creditors except governmental
      units; and

   b) April 18, 20007 -- for governmental units.

Proofs of claim must be received by the bankruptcy clerk's office
on the bar dates at this address:

   Celestino Matta-Mendez
   Clerk of the Bankruptcy Court
   District of Puerto Rico
   Room 109
   U.S. Post Office and Courthouse Building
   300 Recinto Sur Street
   San Juan, PR 00901

Headquartered in Ponce, Puerto Rico, HC Caribbean Chemicals Inc.
sells chemical, industrial, and janitorial cleaning products.  The
company is the exclusive distributor for Zep Products in Puerto
Rico.  HC Caribbean filed a chapter 11 petition on October 16,
2006 (U.S. Bankr. P.R. Case No. 06-03960).  Nydia Gonzalez Ortiz,
Esq. at Santiago & Gonzalez represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it disclosed more than $100 million in assets and
more than $100 million in debts.


HC CARIBBEAN: U.S. Trustee Sets November 17 Creditors Meeting
-------------------------------------------------------------
The United States Trustee for Region 21 will convene a meeting of
HC Carribean Chemicals Inc.'s creditors on Nov. 17, 2006, 1:30
p.m., at the first floor of Ochoa Building, 500 Tanca Street, San
Juan, Puerto Rico.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible 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 Ponce, Puerto Rico, HC Caribbean Chemicals Inc.
sells chemical, industrial, and janitorial cleaning products.  The
company is the exclusive distributor for Zep Products in Puerto
Rico.  HC Caribbean filed a chapter 11 petition on October 16,
2006 (U.S. Bankr. P.R. Case No. 06-03960).  Nydia Gonzalez Ortiz,
Esq. at Santiago & Gonzalez represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it disclosed more than $100 million in assets and
more than $100 million in debts.


HIDDEN CREEK: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hidden Creek, Ltd.
        17300 North Dallas Parkway, Suite 2040
        Dallas, TX 75248

Bankruptcy Case No.: 06-34842

Chapter 11 Petition Date: November 6, 2006

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Gregory Todd Meyer, Esq.
                  1316 Village Creek Drive, Suite 500
                  Plano, TX 75093
                  Tel: (972) 484-6544
                  Fax: (972) 484-6522

Total Assets: $3,735,000

Total Debts:  $1,602,836

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Penney Bates                  Note                       $50,000
P.O. Box 794032
Dallas, TX 75379

Shelcan, LLC                  Engineering                $28,500
940 N. MacArthur Blvd.        Services
Suite 124-618
Irving, TX 75063

Butler Burgher, Inc.          Engineering                 $2,500
8750 N. Central Expy.         Services
15th Floor
Dallas, TX 75206

Wisdom Engineering, Inc.      Engineering                   $650
2616 Stonewall St.            Services
Greenville, TX 75807


HOOD NORWOOD: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Hood Norwood Properties, LP
        1501 North Norwood Drive, Suite 152
        Hurst, TX 76054
        Tel: (817) 285-6108

Bankruptcy Case No.: 06-43915

Chapter 11 Petition Date: November 6, 2006

Court: Northern District of Texas (Ft. Worth)

Debtor's Counsel: F. Bady Sassin, Esq.
                  Buchholz Sassin, P.L.L.C.
                  4131 N. Central Expressway, Suite 800
                  Dallas, TX 75204
                  Tel: (214) 754-5500
                  Fax: (214) 754-9100

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


HSI ASSET: Fitch Puts BB+ Rating to $10MM Privately Offered Class
-----------------------------------------------------------------
Fitch rates HSI Asset Securitization Corporation Trust 2006-HE1,
which closed Nov. 3 2006:

     -- $1,052 million classes I-A, II-A-1 through II-A-5 (senior
        certificates) 'AAA',

     -- $42.0 million class M-1, 'AA+';

     -- $36.9 million class M-2, 'AA+';

     -- $ 22.9 million class M-3 'AA';

     -- $ 20.4 million class M-4 'AA-';

     -- $19.7 million class M-5 'A+';

     -- $ 17.8 million class M-6 'A';

     -- $ 17.2 million class M-7 'BBB+';

     -- $ 9.5 million class M-8 'BBB';

     -- $ 8.3 million class M-9 'BBB-';

     -- $ 10.2 million privately offered class M-10 'BB+'.

The 'AAA' rating on the senior certificates reflects the 17.35%
total credit enhancement provided by 3.30% class M-1, the 2.90%
class M-2, the 1.80% class M-3, the 1.60% class M-4, the 1.55%
class M-5, the 1.40 % class M-6, the 1.35% class M-7, the 0.75%
class M-8, the 0.65% class M-9, the 0.80% privately offered class
M-10 and the 1.25% initial and target over-collateralization (OC).
All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans, the integrity of the transaction's legal structure as
well as the capabilities of Wells Fargo Bank, N.A and Countrywide
Home Loan Services LP as servicer and Wells Fargo Bank, N.A. as
Master servicer.  Deutsche Bank National Trust Company is the
trustee.

As of the statistical cut-off date, the collateral pool consists
of 6,551 fixed and adjustable rate loans and totals
$1,361,755,543. Approximately 25.05% of the mortgage loans are
fixed-rate, 74.95% are adjustable-rate and 16.88% are interest-
only rate mortgage loans.  Approximately 4.88% of the mortgage
loans are secured by a second lien.  The weighted average original
loan-to-value ratio is 79.81%.  The average outstanding principal
balance is approximately $207,870, the weighted average coupon is
8.122% and the weighted average remaining term to maturity is 358
months.  The weighted average credit score is 633.  The loans are
geographically concentrated in California (33.89%), Florida
(11.41%) and New York (6.91%).

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


INDYMAC MBS: Fitch Rates $2 Million Class B-5 Certificates at B
---------------------------------------------------------------
Fitch rates IndyMac MBS, Inc., Residential Asset Securitization
Trust (RAST) 2006-A14CB, residential mortgage pass-through
certificates:

     -- $339.4 million classes 1-A-1, 1-A-2, 1-A-3, 1-A-4, 2-A-1,
        2-A-2, 2-A-3, 2-A-4, 2-A-5, 2-A-6, 2-A-7, PO, A-X, and A-R
        'AAA' (senior certificates);

     -- $12.3 million class B-1 'AA';

     -- $4.8 million B-2 'A';

     -- $3.8 million B-3 'BBB';

     -- $2.4 million B-4 'BB';

     -- $2 million B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 7.35%
subordination provided by the 3.35% B-1, 1.30% class B-2, 1.05%
class B-3, 0.65% non-offered class B-4, 0.55% non-offered class B-
5, and 0.45% non-offered and non-rated class B-6.  Fitch believes
the above credit enhancement will be adequate to support mortgagor
defaults, as well as bankruptcy, fraud and special hazard losses
in limited amounts.  In addition, the ratings reflect the quality
of the mortgage collateral, the strength of the legal and
financial structures, and the capabilities of IndyMac Bank, FSB
(IndyMac) as a servicer (rated 'RPS2+' by Fitch).

The mortgage pool consists of 1,645 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity of 20-30 years. As of the cut-off date (Oct. 1,
2006), the pool had an aggregate principal balance of
approximately $366,327,577.35.  The average loan balance is
$222,692, and the weighted average original loan-to-value ratio
for the mortgage loans in the pool is approximately 73.32%.  The
weighted average FICO credit score for the pool is approximately
699.  Cash-out and rate/term refinance loans represent 40.50% and
11.50% of the pool, respectively.  Second and investor-occupied
homes account for 2.91% and 14.30% of the pool, respectively.  The
states that represent the largest geographic concentration are
California (27.53%), Florida (12.87%), and New York (12.63%).

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

The loans were originated or purchased by IndyMac Bank, F.S.B.,
which were subsequently sold to IndyMac MBS, Inc. IndyMac MBS,
Inc. deposited the loans in the trust, which issued the
certificates, representing undivided beneficial ownership in the
trust.  For federal income tax purposes, elections will be made to
treat the trust as separate multiple real estate mortgage
investment conduits.  Deutsche Bank National Trust Company will
act as trustee.


INTERSTATE BAKERIES: Wants Performance Bonus Payment Dates Altered
------------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Western District
of Missouri to modify their Key Employee Retention Plan to
accelerate payment of the remaining 50% of the 2005 Restructuring
Performance Bonuses with half of the amount payable on Dec. 15,
2006, and the other half on April 30, 2007.

The Debtors' Key Employee Retention Plan provides for
restructuring performance bonuses in lieu of the Debtors' 2005
annual incentive bonus plan.  The Restructuring Performance
Bonuses were based on the Debtors achieving a target EBITDAR of
$50,000,000 for fiscal year 2005.

The first 50% of a Restructuring Performance Bonus is payable on
the date that was the earlier of (i) the date on which the
Debtors' fiscal 2005 financial statements are complete, or (ii)
Aug. 15, 2005.

The remaining 50% of a Restructuring Performance Bonus is payable
on the date that is the later of (i) 30 days after the Effective
Date, or (ii) the Statements Completion Date.

As of Oct. 19, 2006, the Debtors have paid approximately
$3,000,000 in Restructuring Performance Bonuses, J. Eric Ivester,
Esq., at Skadden Arps Slate Meagher & Flom LLP, in Chicago,
Ill., tells the Court.

The KERP further provides that:

   (i) no Restructuring Performance Bonuses would be payable if
       the Actual EBITDAR is less than 80% of the target EBITDAR;
       and

  (ii) the aggregate amount of the Restructuring Performance
       Bonuses was capped at approximately $6,200,000, payable
       only if the actual EBITDAR was 125% of the target EBITDAR.

In fiscal year 2005, the Debtors actually achieved 125% of the
target EBITDAR, Mr. Ivester notes.

Recently, however, the Debtors have experienced significant key
employee departures, disappointing sales results and lower than
expected EBITDA performance, Mr. Ivester informs the Court.
Moreover, the Debtors did not anticipate that the payment of the
remaining portion of the Restructuring Performance Bonus would be
delayed.

The Debtors believe that accelerating payments of the
Restructuring Performance Bonuses will be able to motivate their
key employees and provide a much-needed boost to employee morale.
The Debtors also believe that creating more immediacy and
certainty of payment for a portion of remaining KERP benefits
will enable them to maximize their ability to retain employees in
the near term until they have finalized their exit from
bankruptcy.

In addition, Mr. Ivester contends that making the payments is
important because the eligible recipients of the Performance
Bonuses are employees who have generally not received merit pay
increases for at least two years despite the fact that the
Debtors' base salaries are below market in many regions of the
country.  During that period, the employees have absorbed
additional costs of their health and welfare benefits through
increases to premiums and co-pay provisions.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 51; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INTERSTATE BAKERIES: Wants Central States Pension Fund Pact Okayed
------------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Missouri to
approve their Settlement Agreement with Central States Southeast
and Southwest Areas Pension Fund.

The Debtors contribute to the Central States Southeast and
Southwest Areas Pension Fund on behalf of approximately 3,400
employees.  The Central States Pension Fund, however, is
underfunded, J. Eric Ivester, Esq., at Skadden Arps Slate Meagher
& Flom LLP, in Chicago, Illinois, tells the Court.

Due to the underfunding, the Central States Pension Fund asked the
Internal Revenue Services for an extension of the period allowed
for amortizing their underfunded liabilities, Mr. Ivester relates.
Without an extension, employers-participants in the Central States
Pension Fund faced the prospect of paying excise taxes of up to
100% of the funding shortfall as well as paying their pro-rata
share of the funding deficiency.

The IRS approved the Pension Fund's request.  Moreover, the IRS
required the Pension Fund to maintain its existing ratio of
assets to liabilities through 2011 and to show moderate
improvement in the funding ratio from year to year in later
years.  To satisfy that requirement, the Pension Fund took
several actions including establishing an annual pension
contribution rate increase of 7% for collective bargaining
agreements set to expire between Nov. 9, 2005, and Dec. 31, 2006.

Mr. Ivester relates that most, if not all, of the CBAs in which
the Debtors agreed to contribute to the Pension Fund have been
renegotiated between November 2005 and December 2006.

Because of the substantial costs and the Debtors' need to control
their costs to emerge from Chapter 11, the International
Brotherhood of Teamsters and the Debtors approached the Pension
Fund to seek a waiver of the Required Contribution Increase.

The Pension Fund asserted that to obtain any waiver of the
Required Contribution Increase, the Debtors would need to
simultaneously resolve various claims filed against the Debtors
by the Pension Fund and the Central States Southeast and
Southwest Areas Health and Welfare Fund.

                       Central States Claims

Central States has asserted eight categories of claims:

   1. 2004 Partial Withdrawal Liability for $11,893,789.

      Due to a cessation of contributions with respect to the
      Spencer, Iowa, thrift store; Traverse City, Michigan,
      routes; Des Moines, Iowa, thrift store; and Fond Du Lac,
      Wisconsin, route; the Pension Fund alleges that a partial
      withdrawal from the benefit plan occurred.

   2. 2001 Partial Withdrawal Liability for $2,957,826.

      The Pension Fund asserts that all Detroit office employees
      covered by a CBA with Local Union No. 51 of the Teamsters
      ceased participation in the Pension Fund in September 2001
      when the work performed by those employees was transferred
      to another office that did not participate in Central
      States Pension Fund.

   3. Profit Center Restructurings

      Since their bankruptcy filing, the Debtors have been closing
      certain bakeries, depots and thrift stores and
      consolidating delivery routes at their 10 geographically
      defined profit centers.  Although no claims have yet been
      made, it is possible that the Pension Fund will allege that
      a partial withdrawal from the Pension Fund has occurred or
      may occur in the future as a result of the PC
      Restructurings.

   4. Various Routine Audit Claims for $900,000, regarding the
      results of routine audits at the Debtors' facilities in
      Columbus Akron, St. Louis, and Knoxville.

   5. London, Ky., Claim for $109,732, arising from a retro bill
      due as a result of the Debtors allegedly paying the
      incorrect contribution rate for a specified period of time
      at the London, Ky., location.

   6. Brown's or Defiance Partial Withdrawal Claim for $216,953,
      plus attorneys' fees and expenses.  The Pension Fund
      asserts that there was a partial withdrawal because at the
      time of the Debtors' purchase of Brown's, the Debtors did
      not provide a bond under ERISA's sales of assets provision.

   7. Local 215 Retro Invoice, arising from a retro bill due as a
      result of the Debtors allegedly paying the incorrect
      contribution rate for a specified period of time at Local
      215.

   8. Contingent Complete Withdrawal Liability Claim for
      $247,004,537, alleging a 2004 complete withdrawal from
      the Pension Fund.

The Debtors dispute the validity of the Central States Claims.
The partial withdrawals did not occur because the Debtors
continued to have an obligation to continue to the Pension Fund
and the Debtors did not transfer the relevant work, Mr. Ivester
asserts.  The Debtors remitted the correct amount of
contributions and no complete withdrawal has occurred,
Mr. Ivester adds.

                     The Settlement Agreement

After engaging in extensive negotiations, the Debtors and Central
States entered into a settlement agreement, which provides that:

   (a) The Required Contribution Increase will not be applicable
       to the Debtors with respect to the first three years of
       all five-year Teamster CBAs negotiated in 2006 as long as
       each Teamster CBA requires them to pay the Central States
       Pension Fund at least 24 monthly payments of the Required
       Contribution Increases by no later than Dec. 31, 2011.

   (b) Upon completion of the Rate Increase Waiver Period, the
       contribution rate to be paid during the succeeding
       12-month period covered by each affected CBA will be
       increased by 7%, and will again be increased a year after
       the completion of the Rate Increase Waiver Period by 7%
       over the prior year's contribution rate.

   (c) Upon the expiration of each Teamster CBA, if the Pension
       Fund seeks contribution rate increases from the Debtors
       greater than the rates applicable to comparable employer
       participants, the Debtors will not allege that the
       circumstances constitute a violation of the Employee
       Retirement Income Security Act of 1974.  The Pension Fund
       agrees that if it seeks an increase, it will neither
       request nor receive a contribution rate increase in excess
       of the Benefit received by the Debtors as a result of not
       having paid the Required Contribution Increase.

   (d) The "Most Favored Nations Obligation" provides that the
       Debtors will increase their contributions to the Pension
       Fund under certain circumstances and subject to certain
       limitations in the event they agree to increase pension
       contributions to other non-Central States covered
       employees in an amount more than the rate agreed to with
       Central States.

   (e) The Debtors will not pay Central States with respect to
       the Most Favored Nations Obligation more than what the
       Debtors would have paid Central States if they have simply
       paid the Required Contribution Increase.

   (f) The Debtors will pay Central States $1,056,582 in full
       satisfaction of the Central States Claims.

   (g) The parties will release each other and other related
       parties from the Central States Claims; provided, however,
       that Central States will not release the Debtors from any
       future withdrawals, which may occur with respect to the
       restructuring of profit centers, or any other claims other
       than the Central States Claims.

   (h) The parties agree that no complete withdrawal has yet
       occurred, and the Debtors' plan of reorganization will
       specify that the Complete Withdrawal Claim is not
       impaired.  If the Debtors' case is converted, the Pension
       Fund will have an allowed claim for a complete withdrawal
       to be calculated in accordance with ERISA.

   (i) The Settlement does not change the priority status of any
       claim or impairs any arguments of either party.

A full-text copy of the Central States Settlement Agreement is
available for free at http://ResearchArchives.com/t/s?148f

"The savings of more than $1,300,000 in the first year alone,
[pursuant to the Settlement], more than justify the proposed
resolution of the Central States Claims, and the savings over the
five-year terms of the long-term extensions of approximately
$17,900,000 clearly far outweigh any benefits to be obtained by
disputing the claims," Mr. Ivester asserts.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 51; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ISLE OF CAPRI: S&P Affirms 'BB-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed ratings on Isle of
Capri Casinos Inc., including its 'BB-' corporate credit rating.

At the same time, Standard & Poor's removed the ratings from
CreditWatch where they were placed on Oct. 4, 2006, with negative
implications.

The outlook is stable.

The affirmation was after the rating agency's review of the
company's growth plans after pressure by certain shareholders for
management to pursue equity alternatives to support the company's
future growth.  Standard & Poor's made an assessment that these
pressures will not result in a meaningful financial policy shift.

"It is our expectation that existing planned debt-funded capital
spending projects during the next two years will result in weaker
debt leverage.  However, upon completion of spending plans, we
expect Isle's credit measures to improve and be maintained at
levels consistent with current ratings," said Standard & Poor's
credit analyst Peggy Hwan Hebard.

While rating upside potential is limited in the intermediate term,
if operating performance during the next two years is lower than
expected causing leverage to peak higher than originally
anticipated, downside pressure on ratings is possible.


JOE VALENCIK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Joe Valencik, Inc.
        15546 Seedling Drive
        Houston, TX 77032

Bankruptcy Case No.: 06-36174

Type of Business: The Debtor is a traffic lane painting contractor
                  and manufactures signs & advertising displays.

Chapter 11 Petition Date: November 6, 2006

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Richard L. Fuqua, II, Esq.
                  Fuqua & Keim
                  2777 Allen Parkway, Suite 480
                  Houston, TX 77019
                  Tel: (713) 960-0277
                  Fax: (713) 960-1064

Total Assets: $2,957,100

Total Debts:  $3,258,711

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


KARA HOMES: U.S. Trustee Wants Chapter 11 Trustee Appointed
-----------------------------------------------------------
U.S. Trustee Kelly Beaudin Stapleton for Region 3 asks the U.S.
Bankruptcy Court for the District of New Jersey to appoint a
chapter 11 Trustee in Kara Homes Inc.'s cases to take control of
the Company's operations from its founder and president Zuhdi
Karagjozi, the Associated Press reports.

Ms. Stapleton said in court papers that the lenders wouldn't
advance any more funds to the Debtors as long as Mr. Karagjozi is
in charge.

According to the report, the Company owed about $230 million in
guaranteed construction debt to 14 lenders.  Kara disclosed it has
contracts, worth $215 million, to build about 300 homes.  However,
the Company's bankruptcy has left hundreds of homeowners uncertain
about the status of their homes and their deposits, which in some
cases total more than $100,000.

Kara can only obtain funds to complete the homes if an appointed
trustee will take charge of the Company, Ms. Stapleton added.

The Court will convene a hearing on Nov. 13, 2006, to consider the
request.

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.


LANDMARK VIII: Moody's Rates $20MM Class E Secured Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service reported it assigned these ratings to
notes issued by Landmark VIII CLO Ltd.:

   -- Aaa to $317,875,000 Million Class A-1 Senior Secured
      Floating Rate Notes Due 2020;

   -- Aa1 to $35,500,000 Million Class A-2 Senior Secured
      Floating Rate Notes Due 2020;

   -- Aa2 to $36,000,000 Million Class B Senior Secured Floating
      Rate Notes Due 2020;

   -- A2 to $34,000,000 Million Class C Secured Deferrable
      Floating Rate Notes Due 2020;

   -- Baa2 to $26,000,000 Million Class D Secured Deferrable
      Floating Rate Notes Due 2020 and

   -- Ba2 to $20,000,000 Million Class E Secured Deferrable
      Floating Rate Notes Due 2020.

$8,000,000 Million in Composite Obligations Due 2020 were also
issued and were rated Baa3.

Each note's rating reflects the ultimate return to an investor of
principal and interest, as provided by such note's governing
documents, and is based primarily on the expected loss posed to
investors relative to the promise of receiving the present value
of such payments.

Moody's rating assigned to the Composite Obligations only
addresses the ultimate return of the Rated Balance and the
Composite Obligation Stated Rate.  Moody's also analyzed the risk
of diminishment of cashflows from the underlying collateral
portfolio -- which consists primarily of speculative-grade senior
secured loans - due to defaults, the characteristics of these
assets, and the safety of the transaction's structure.

This cash-flow CLO is managed by Aladdin Capital Management LLC.


LOGAN'S ROADHOUSE: Inks $ 486MM Purchase Deal with LRI Holdings
---------------------------------------------------------------
CBRL Group, Inc. has executed a definitive agreement to sell its
subsidiary, Logan's Roadhouse, Inc., to LRI Holdings, Inc., an
affiliate of Bruckmann, Rosser, Sherrill & Co., Inc., and an
affiliate of Canyon Capital Advisors LLC, and its associated
private equity and debt investment firm, Los Angeles-based Black
Canyon Capital LLC.

Logan's currently operates 143 and franchises 25 restaurants in 20
states.  Total consideration in the transaction is $486 million,
subject to customary post-closing adjustments, if any, for working
capital, indebtedness and capital expenditures.  This amount
includes the anticipated proceeds from a real estate sale-
leaseback transaction to be undertaken by Logan's and closed
simultaneously with the sale of Logan's to LRI.

CBRL, BRS, Canyon and Black Canyon expect the transaction to close
on or before November 30, 2006.  CBRL has not yet made final
determination of the use of proceeds but presently expects net
proceeds after related taxes, fees and expenses to be used for
share repurchases, debt reduction, and other general corporate
purposes.

Wachovia Securities acted as advisor to CBRL in the transactions.

Headquartered in Lebanon, Tennessee, CBRL Group, Inc. presently
operates 548 Cracker Barrel Old Country Store restaurants and gift
shops located in 41 states and 143 company-operated and 25
franchised Logan's Roadhouse restaurants in 20 states.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 3, 2006,
Moody's Investors Service assigned a first-time B2 corporate
family rating to Logan's Roadhouse, Inc. along with Ba3 ratings
for its proposed senior secured credit facilities.


MANITOWOC COMPANY: Earns $50.4 Million in Quarter Ended Sept. 30
----------------------------------------------------------------
The Manitowoc Company Inc. delivered its third quarter financial
statements for the three months ended Sept. 30, 2006, to the
Securities and Exchange Commission.

For the third quarter ended Sept. 30, 2006, the Company earned
$50.4 million of net income on $779 million of net revenues
compared to $17.1 million of net income on $564.9 million of net
revenues for the same period in 2005.

At Sept. 30, 2006, the Company's outstanding debt consists of
$67.6 million of borrowings under its revolving credit facility,
150 million of 7-1/8% senior notes due 2013, $113.8 million of
10-1/2% senior subordinated notes due 2012 and outstanding amounts
under foreign overdraft facilities and capital leases.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?1487

Headquartered in Maniwotoc, Wisconsin, The Manitowoc Company, Inc.
(NYSE: MTW) -- http://www.manitowoc.com/-- provides lifting
equipment for the global construction industry, including lattice-
boom cranes, tower cranes, mobile telescopic cranes, and boom
trucks.  As a leading manufacturer of ice-cube machines,
ice/beverage dispensers, and commercial refrigeration equipment,
the company offers the broadest line of cold-focused equipment in
the foodservice industry.  In addition, the company is a leading
provider of shipbuilding, ship repair, and conversion services for
government, military, and commercial customers throughout the
maritime industry.

                         *     *     *

Manitowoc's Senior Unsecured Notes and Senior Subordinated Notes
carry Moody's Investors Service's B1 and B2 rating with a positive
outlook.


MARKWEST OPERATING: 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 revised its probability-
of-default ratings and assigned loss-given-default ratings on
these loans and bond debt obligations issued by MarkWest Operating
Company LLC.

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec.
   Revolving Credit
   Facility due 2010      Ba3      Ba1     LGD 2      15%

   Sr. Sec. Term Loan
   due 2010               Ba3      Ba1     LGD 2      15%

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%).


MAYCO PLASTICS: Court Okays AlixPartners LLC as Financial Advisor
-----------------------------------------------------------------
The Honorable Phillip J. Shefferly of the U.S. Bankruptcy Court
for the Eastern District of Michigan in Detroit authorized Mayco
Plastics Inc. and Stonebridge Industries Inc. to employ
AlixPartners LLC as their financial advisor, nunc pro tunc to
Sept. 12, 2006.

AlixPartners will:

   a. prepare and analyze the Debtors' current and projected
      liquidity position;

   b. prepare and analyze the Debtors' current results and
      financial projections; and

   c. analyze sale or wind down process and related progress.

Anthony C. Flanagan, a managing director at AlixPartners LLC,
disclosed that the Firm received a $50,000 prepetition retainer,
which had a balance of $3,706.

Mr. Flanagan will bill $450 per hour, and Steve Olmstead, also a
managing director, will bill $450 per hour.

The Firm's professionals bill:

   Designation                  Hourly Rate
   -----------                  -----------
   Managing Directors               $450
   Directors                        $380
   Vice Presidents                  $330
   Associates                       $260

Mr. Flanagan assured the Court that AlixPartners LLC holds no
interest adverse to the Debtors and is disinterested pursuant to
Section 101(14) of the Bankruptcy Code.

Headquartered in Sterling Heights, Michigan Mayco Plastics Inc.
-- http://www.mayco-mi.com/-- is an automotive supplier of
injection molded plastics.  Stonebridge Industries Inc., the
majority shareholder and parent of Mayco Plastics, is an
investment firm that acquires companies and helps them grow their
business in order to increase shareholder value.  Mayco and
Stonebridge filed for chapter 11 protection on Sept. 12, 2006
(Bankr. E.D. Mich. Case Nos. 06-52727 & 06-52743).  Stephen M.
Gross, Esq., and Jeffrey S. Grasl, Esq., at McDonald Hopkins Co.
LPA represent the Debtors.  When the Debtors filed for protection
from their creditors, they estimated assets and debts between
$50 million and $100 million.


MESABA AVIATION: Court Strips Unions of Right to Stage Strikes
--------------------------------------------------------------
In a 40-page memorandum decision, the Honorable Gregory F. Kishel
of the U.S. Bankruptcy Court for the District of Minnesota issued
a preliminary injunction in favor of Mesaba Aviation Inc.

Specifically, Judge Kishel enjoined, pending entry of a final
judgment in the adversary proceeding:

    * the Air Line Pilots Association, International,
    * the Association of Flight Attendants-CWA, AFL-CIO, and
    * the Aircraft Mechanics Fraternal Association,

from calling, permitting, engaging in, instigating, encouraging,
participating in, authorizing, or approving self-help of any
kind, including but not limited to any strike, work stoppage,
action that AFA names "Create Havoc Around Our System" or
"CHAOS," sick-out, slow-down, or other concerted refusal to
perform normal employment duties.

According to Judge Kishel, the injunction will not apply to Greg
Wertz, a former Mesaba employee, and Duane E. Woerth, upon the
end of his term as ALPA President.

Pursuant to Rule 7065 of the Federal Rules of Bankruptcy
Procedure, Mesaba need not file a bond as a condition for the
effectiveness of the preliminary injunction, Judge Kishel ruled.

Judge Kishel also ruled that the U.S. National Mediation Board may
intervene in the Debtor's dispute with the Association of Flight
Attendants-CWA, AFL-CIO.  NMB's expertise in mediation ensures
that bargaining disputes rarely escalate into disruptions of
passenger service and the transportation of commerce.  The RLA, he
continues, provides for the "prompt and orderly settlement" of
labor-management disputes in the railroad industry and protects
commerce and commercial carriers from the disruptions that those
disputes may cause.

                        Court's Argument

The Court noted the main dispute as:

    "Does the Norris-LaGuardia Act, 29 U.S.C. [Section] 101 et
    seq., deprive this Court of jurisdiction to enjoin the Unions
    from striking; or, is this one of those uncommon cases where
    equitable relief will lie in a federal court, notwithstanding
    the NLGA's generalized proscription, to restrain a union from
    avoiding 'status quo' responsibilities under the Railway
    Labor Act?"

More narrowly, Judge Kishel says, the latter question is whether
the Unions will have a right under the RLA to exercise self-help,
i.e., to strike, if the Debtor exercises its court-granted
authority to reject their collective bargaining agreements, and
then imposes terms of employment on the Unions' members that are
less favorable than those fixed by the pre-petition agreements.

The Court relied on the decision of the United States District
Court for the Southern District of New York, In re
Northwest Airlines Corp., _____ B.R. _____, 2006 WL 2642194
(S.D.N.Y. 2006), on appeal from the decision of the United States
Bankruptcy Court for that district, In re Northwest Airlines
Corp., 346 B.R. 333 (Bankr. S.D.N.Y. 2006).

Judge Kishel notes the outcome on appeal in Northwest Airlines
was in favor of the debtor-employer; the union in question -- the
AFA -- was enjoined by the District Court from initiating its
CHAOS procedure or otherwise exercising self-help in consequence
of Northwest's rejection and imposition.

According to Judge Kishel, the Unions are not entitled to strike
because:

    (1) When the Debtor entered Chapter 11, Mesaba and AMFA
        clearly were still in active mediation through the
        offices of the NMB pursuant to Sections 5 and 6 of the
        RLA.  AMFA has a continuing statutory duty under the RLA
        to participate in the NMB's process until a consensual
        resolution of AMFA's differences with the Debtor is
        reached or until the mediation process ends.

    (2) The Debtor and the AFA are also still very much engaged
        in the process of Sections 5 and 6 of the RLA.  The NMB
        has not released the parties.  As a result, the AFA has
        no more right to exercise self-help in the event of the
        Debtor's rejection and imposition than AMFA does.

    (3) The Debtor and ALPA are not currently engaged in a
        dispute resolution process under the RLA.  However, upon
        post-rejection imposition by the Debtor, the duration
        clause under the 2004 ALPA collective bargaining
        agreement will be supplanted by that under the Debtor's
        terms, as authorized by the Court.  The new duration
        clause would immediately open up ALPA's right to commence
        a dispute resolution process under Section 6 and 5, if it
        takes exception to the terms of imposition once they are
        effective.  Thus, ALPA will have both the duty to make
        "every reasonable effort to make and maintain agreements"
        and an outlet to resolve its disputes with the Debtor
        over any aspect of the post-imposition terms of
        employment.  Thus, ALPA will have no present right to
        strike under the RLA at or after rejection-and-
        imposition.

"As evidenced by the failure to come to consensual agreements to
date, the Unions still do not attach any legitimacy to the
Debtor's picture of its -- and very much their -- situation.  In
the last instance, however, the Bankruptcy Court, as an
adjudicative body for dispute resolution, must find facts on the
evidence that the parties have given to the court, apply the
law, and parse out the portions accordingly," Judge Kishel
explains.

Without predilection, and only after a very difficult and
searching evaluation of what is "right," what is "legal,"
and how they have to intersect, the Court says it has performed
its function in a dispute that has been maddeningly intractable
to date.

"The parties may do with the results what they may.  This is an
injunction issued by a federal court, enforceable as appropriate.
There is still hope for this company, but turning that to reality
is once again up to the Debtor and the Unions alike," Judge
Kishel points out.

A full-text copy of Judge Kishel's Memorandum Decision is
available for free at:

              http://researcharchives.com/t/s?1482

The Unions had objected and asked Judge Kishel to deny, among
others, the Debtor's request for a preliminary injunction against
a strike following its rejection of the Unions' collective
bargaining agreements.

ALPA representative, James Jorissen, Esq., at Leonard, O'Brien,
Spencer, Gale & Sayre, Ltd., in Minneapolis, Minnesota, said that
an injunction would require the pilots, flight attendants and
mechanics to:

   (i) work for years under terms proposed by the Debtor and
       approved by the Court but never agreed to by the
       employees; and

  (ii) work under a legal regime completely alien to American
       labor law, law, in which pay, benefits and other critical
       conditions of employment are set by decree.

Mr. Jorissen argued that allowing the Debtor to impose on the
workers terms different from those promised in their CBAs, while
depriving the Unions the right to exercise self-help in response,
would be to ignore any notion of a level playing field or of
reciprocity.  Rather than reducing the risk of strife, it would
increase it, by yoking the Unions with terms they did not agree
to but cannot avoid.

Mr. Jorissen explained that reciprocal pressure creates incentives
for bargaining, and that without the threat of union self-help,
the employer has the power to impose its will and has little
incentive to reach a deal.

Furthermore, Mr. Jorissen pointed out that the Debtor seeks an
injunction by relying almost exclusively on the decision and
reasoning of Judge Marrero of the U.S District Court for the
Southern District of New York in Northwest Airlines Corp.'s
bankruptcy case.

Mr. Jorissen contended that Judge Kishel should not reach the same
conclusion as in Northwest's case since Judge Marrero's reasoning
is profoundly flawed.  Among other things, Mr. Jorissen asserted
that the case before Judge Marrero, like the Debtor's case,
concerned rejection of a CBA under Chapter 11 of the Bankruptcy
Code -- a process entirely different from the Railway Labor Act
"major" dispute procedures -- and one which is governed by Section
1113 of the Bankruptcy Code.

Even if the Bankruptcy Court chooses not to reject Judge
Marrero's decision in Northwest as erroneous, the Unions believed
that Judge Kishel should nonetheless deny the injunction sought
because:

    (1) In Northwest's case, the parties were involved in
        Section 6 of the RLA negotiations, and Judge Marrero
        hinged his decision on that fact.  By contrast (a) the
        Debtor and ALPA are not in Section 6 negotiations, as
        ALPA's CBA does not become amendable until 2009, and (b)
        Section 6 negotiations between the Debtor and AFA have
        terminated by virtue of the Debtor's inaction for more
        than ten days in March 2006;

    (2) The Debtor is guilty of bad faith conduct, which deprives
        it of the equitable remedy of an injunction; and

    (3) The injunction sought by the Debtor is overbroad and
        would infringe on the employees' right to free speech and
        to quit.

                     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. 27 and 28; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MESABA AVIATION: Unions Opt To Conduct Discovery on CBA Rejection
-----------------------------------------------------------------
The Air Line Pilots Association, the Aircraft Mechanics Fraternal
Association, and the Association of Flight Attendants-CWA, AFL-
CIO ask the U.S. Bankruptcy Court for the District of Minnesota to
re-open the record to permit them to conduct discovery on, and
offer evidence related to, any and all elements relevant to the
Section 1113 proceedings.  The Unions assert that reopening the
record to Mesaba Aviation, Inc.'s advantage would be
inappropriate, as it would not accurately reflect the reality of
the current situation and could not satisfy the dictates of the
U.S. District Court for the District of Minnesota.

The Unions argue that the Debtor has presented very limited
evidence on the two issues remanded by the U.S. District Court for
the District of Minnesota, and has made "new proposals" that are
remarkably and substantially different from the proposals it had
relied on in its previous efforts to reject its labor contracts.

The Unions submit that they cannot meaningfully evaluate or
respond to the Debtor's most recent proposals due to:

   (a) the lack of complete and reliable information from the
       Debtor regarding the new terms;

   (b) the inconsistencies in the Debtor's position; and

   (c) the Debtor's refusal to negotiate in good faith.

                 Debtor May Walk Away from CBAs

The Court finds that the Debtor has bargained in good faith on
snap-backs, or automatic restorations of cuts in the future, The
Associated Press reports.  The Court also rejected a union
argument that MAIR Holdings, Inc., would get an economic windfall
through bankruptcy.

Accordingly, the Honorable Gregory F. Kishel authorized the Debtor
to:

   (i) reject its current CBAs with the Unions, effective as of
       Oct. 18, 2006, at 12:01 a.m., and

   (ii) impose modified terms of employment as to the members of
        each union, in accordance with the last proposals made.

The terms of imposition will be subject to the amendment of the
Debtor's proposals, and to the proviso read onto the record at
the close of the hearing on Oct. 11, 2006, that would allow
any party to initiate dispute resolution procedures under
applicable statute, including Section 6 of the Railway Labor Act,
by filing the appropriate notice at any time.

"No portion of the rulings on the present matter shall affect any
rights of ALPA, AFA, and AMFA to the allowance of a claim in this
case consequent to the Debtor's rejection of their collective
bargaining agreements, or the legal attributes of that claim,"
Judge Kishel clarifies.

Prior to the ruling, Judge Kishel -- at the Debtor's behest --
reopened the record and received evidence and argument on the two
issues on remand.  The Unions' request to reopen record was
denied.

Judge Kishel directed the Debtor to timely respond to the Unions'
Discovery Requests with respect to seven specified topics,
including:

    -- the impact the inclusion of snap-backs in the union
       contracts would have on the Debtor's ability to
       reorganize;

    -- communications between the Debtor and Northwest Airlines,
       Inc.;

    -- the amended Section 1113 proposals sent by the Debtor to
       its labor unions on Sept. 21, 2006; and

    -- the basis for the Debtor's contention that it is entitled
       to impose new terms and conditions of employment on its
       union employees for a five and one-half or six year
       duration.

Judge Kishel found the subject matter of the Unions' remaining
Discovery Requests not relevant to the two narrow issues on
remand.  The Unions' Discovery Requests with respect to the
communications between the Debtor and MAIR, regarding the
treatment of MAIR's claim in the Debtor's Chapter 11 case, and
any claims analysis performed by or on behalf of the Debtor, were
deemed withdrawn.

Judge Kishel also denied MAIR's request to quash a subpoena, to
the extent of the subject matter to which the Debtor agreed to
provide its own discovery responses to the Unions.  The Court
directed MAIR to timely respond to the Unions' discovery as to
that subject matter, in accordance with its commitments.  As to
the remaining subject matter identified in the Unions' subpoena
and as contemplated for their deposition of MAIR's designated
witness, the Court held that the subpoena is quashed and MAIR's
witness had no obligation to respond at deposition.

                         *     *     *

Judge Kishel had extended the effective date of the authorization
to the Debtor to reject its current collective bargaining
agreements with the Unions, and to impose modified terms of
employment, to 12:01 a.m. on Oct. 26, 2006.

Judge Kishel amended his Section 1113 ruling on the basis of the
record made during a hearing on the Debtor's request for a
preliminary injunction in Mesaba Aviation, Inc. v. Aircraft
Mechanics Fraternal Association, et al, ADV 06-3428, and pursuant
to his directive recited on the record at the end of that
hearing.

                     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. 27 and 28; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MGG MIDSTREAM: 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 MGG Midstream Holdings, LP.

In addition, the rating agency revised its Ba3 rating on the
Company's Sr. Sec. Term Loan due 2010 to Ba3 and attached an LGD6
rating to these debts, suggesting holders will experience a 93%
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%).

MGG Midstream Holdings LP indirectly owns 64.9 percent of the
general partner of Magellan Midstream Partners LP, a transporter
and distributor of petroleum products.


MORGAN STANLEY: S&P Affirms Rating on Class N Certificate at 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2003-IQ6.  Concurrently, ratings
are affirmed on the remaining 17 classes from the same
transaction.

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

As of the Oct. 16, 2006, remittance report, the collateral pool
consisted of 175 loans with an aggregate trust balance of
$959.3 million, compared with the same number of loans totaling
$997.7 million at issuance.  The master servicer, Wells Fargo
Commercial Mortgage Servicing, reported primarily full-year 2005
financial information for 98% of the pool.  Based on this
information, Standard & Poor's calculated a weighted average debt
service coverage of 1.99x, down from 2.64x at issuance.  All of
the loans in the pool are current.  To date, the trust has not
experienced any losses.

The top 10 loans have an aggregate outstanding balance of
$421.5 million (44%) and a weighted average DSC of 1.83x, up from
1.75x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 loans, and all of the properties were
characterized as "good."

Credit characteristics for five of the loans in the pool remain
consistent with those of investment-grade obligations.

These are the details of these loans:

   -- The largest exposure in the pool, the Mall at Tuttle
      Crossing loan, has a trust balance of $120 million.
      The loan is secured by 380,953 sq. ft. of a 1.1 million-
      sq.-ft. regional mall in Dublin, Ohio.  For the six months
      ended June 30, 2006, the DSC was 2.12x.  Standard & Poor's
      adjusted NCF is similar to its level at issuance.  The
      Mills Corp., a Virginia-based REIT, is the manager
      of the property and is the sponsor for the loan.  Mills has
      disclosed that it is being investigated by the SEC and
      plans to restate its earnings.  In addition, Mills is
      considering various financial options, including a sale of
      the company.  Standard & Poor's will continue to monitor
      the situation and evaluate the financial and operational
      effects, if any, on the performance of the trust
      collateral.

   -- The sixth-largest exposure in the pool, the Westshore Plaza
      loan, has a whole-loan balance of $95.5 million and a trust
      balance of $32.5 million.  The loan is secured by
      356,024 sq. ft. of a 1.06 million-sq.-ft. regional mall
      in Tampa, Florida.  The property reported a year-end 2005
      DSC of 2.27x.  The sponsor of the loan and manager of the
      property is Glimcher Realty Trust.  Standard & Poor's
      adjusted NCF is up 6% from its level at issuance.

   -- The seventh-largest exposure in the pool, the 3 Times
      Square loan, is encumbered by a $154.5 million class A-1
      note and a $94.2 million class B note.  The A note is
      divided into three pari passu pieces, $31.7 million of
      which serves as the trust collateral.  The loan is secured
      by a leasehold interest in a 883,405-sq.-ft. office
      property in Manhattan.  The property serves as the U.S.
      headquarters for Reuters Group PLC (A-/Stable/A-2).
      Reuters' lease extends until November 2021. Occupancy was
      99% as of June 30, 2006.

   -- The ninth-largest exposure in the pool, the 250 West 19th
      Street loan, has trust balance of $20.2 million (2%).  The
      loan is secured by a fee interest in a 200-unit multifamily
      property in Manhattan.  Occupancy was 100% as of March 17,
      2006.  Standard & Poor's adjusted NCF is similar to its
      level at issuance.

   -- The 11th-largest exposure in the pool, the Country Club
      loan, has a trust balance of $19.5 million.  The loan is
      secured by a 392,139-sq.-ft. regional mall in Cumberland,
      Maryland.  The property reported a year-end 2005 DSC of
      2.07x.  Standard & Poor's adjusted NCF is similar to its
      level at issuance.

Wells Fargo reported a watchlist of 20 loans.  The Charleston
Tower Office Building is the largest loan on the watchlist with an
outstanding balance of $12.5 million and is secured by an 88,300-
sq.-ft. office property in Las Vegas, Nevada.  This loan is on the
watchlist because the collateral property reported a year-end 2005
DSC that was below 1.1x and because the largest tenant's lease
expires this month.

Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised and affirmed ratings.

                         Ratings Raised

             Morgan Stanley Capital I Trust 2003-IQ6
  Commercial Mortgage Pass-Through Certificates Series 2003-IQ6

                             Rating

           Class     To      From   Credit enhancement (%)
           -----     --      ----   ----------------------

             B       AA+     AA           10.27
             C        A+     A             7.15
             D        A      A-            5.98

                        Ratings Affirmed

             Morgan Stanley Capital I Trust 2003-IQ6
  Commercial Mortgage Pass-Through Certificates Series 2003-IQ6

          Class    Rating       Credit enhancement (%)
          -----    ------       ----------------------

           A-1      AAA               13.00
           A-2      AAA               13.00
           A-3      AAA               13.00
           A-4      AAA               13.00
           A-1A     AAA               13.00
           E        BBB+               5.20
           F        BBB                4.03
           G        BBB-               3.25
           H        BB+                2.60
           J        BB                 2.08
           K        BB-                1.82
           L        B+                 1.56
           M        B                  1.30
           N        B-                 1.04
           X-1      AAA                N/A
           X-2      AAA                N/A
           X-Y      AAA                N/A

N/A-Not applicable.


MXENERGY 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 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 B3 corporate
family rating on MxEnergy Holdings Inc.

In addition, the rating agency affirmed its Caa1 rating on the
Company's Sr. Unsecured Floating Rate Global Notes due 2011 and
attached an LGD5 rating to these notes, suggesting noteholders
will experience a 77% 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%).

MxEnergy Holdings Inc. -- http://www.mxholdings.com/-- is a
retail natural gas supplier serving more than 500,000 customers in
30 utility territories in the United States and Canada.  Founded
in 1999 to provide natural gas and electricity to consumers in
deregulated energy markets, Mxenergy helps residential customers
and business owners control their energy bills by providing both
fixed and variable rate plans.


NEW JERSEY: Weak Financial Results Cue S&P's Junked Bond Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on New
Jersey Health Care Facilities Finance Authority's series 2003 and
1998 bonds, issued for Pascack Valley Hospital, to 'CCC' from
'B+', reflecting a precipitous deterioration in financial results
and liquidity in the year-to-date period after years of weak
performance.

The outlook is developing, reflecting Pascack's recent
negotiations to merge with Hackensack University Medical Center,
the largest health care provider in the state.

"We believe the acquisition could provide significant upside
potential to bondholders, as Hackensack could potentially assume
Pascack's debt," said Standard & Poor's credit analyst Anita
Varghese.

"However, if the negotiations fail to be successful, Pascack's
financial viability as a stand-alone hospital is a serious concern
in light of year-to-date results and would leave the hospital
vulnerable to a payment default."

Pascack recorded a $13.7 million operating loss, or negative 15.6%
margin, in the unaudited eight-month period ended
August 2006.  As a result, unrestricted cash reserves plummeted to
a thin $5.5 million, or 14 days' cash on hand.

Pascack Valley Hospital is located in Westwood, N.J., an affluent
suburb of Bergen County.  The 291-bed hospital is the smallest of
five acute care providers in a highly competitive county.

Hackensack University Medical Center is a 871-bed teaching and
research hospital affiliated with The University of Medicine and
Dentistry of New Jersey-New Jersey Medical School.

The rating downgrade affects approximately $80 million in rated
debt.


N-45O FIRST: Fitch Lifts Rating on CDN$9.1MM Certs to B+ from B
---------------------------------------------------------------
Fitch upgrades N-45o First CMBS Issuer Corporation Series 2003-1,
commercial mortgage-backed bonds:

     -- C$16.8 million class C to 'AAA' from 'A+';
     -- C$19.6 million class D to 'A' from 'BBB+';
     -- C$14 million class E to 'BBB-' from 'BB';
     -- C$9.1 million class F to 'B+' from 'B'.

These classes are affirmed:

     -- C$110.3 million class A-1 at 'AAA';
     -- C$278.6 million class A-2 at 'AAA';
     -- Interest only class IO at 'AAA';
     -- C$8.4 million class B at 'AAA'.

Fitch does not rate the $13.3 million class G certificates.

The upgrades are the result of increased credit enhancement due to
loan payoffs and amortization, as well as the continued strong
performance of the pool.  As of the October 2006 distribution
date, the pool has paid down 16%, to $470 million from
$559.7 million at issuance.

The properties are located in Canada, with concentrations in
Quebec (58.9%) and Ontario (35.8%) and consist mostly of office
(56.2%) and retail (25.1%) properties.

To date, there have been no losses and no delinquent or specially
serviced loans.  Using the most recent financial information
provided by the servicer, the Fitch stressed weighted average debt
service coverage ratio for the remaining 58 loans was 1.80 times
(x) compared to 1.69x at issuance for the same loans.


NISKA GAS (US): 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 held its probability-of-
default ratings and assigned loss-given-default ratings on these
loans and bond debt obligations issued by Niska Gas Storage US,
LLC:

                                                   Projected
                        Old POD  New POD   LGD     Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Term
   Loan due 2013           Ba3     Ba3     LGD4       50%

   Sr. Sec.
   Revolving Credit
   Facility due 2011       Ba3     Ba3     LGD4       50%

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

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

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

Niska Gas Storage's -- http://www.niskags.com/-- natural gas
storage business is located in key North American natural gas
producing and consuming regions and is connected to multiple gas
transmission pipelines.  Niska and its subsidiaries own and
operate approximately 140 billion cubic feet (Bcf) of working gas
capacity at three facilities: Suffield - 85 Bcf in Alberta;
Countess - 40 Bcf in Alberta; and Salt Plains - 15 Bcf in
Oklahoma.  The Suffield and Countess gas storage facilities
conduct business under the name AECO Hub.


NORTHWEST AIRLINES: Court OKs Retrofitting 10 Boeing 757 Aircrafts
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Northwest Airlines Corp. and its debtor-affiliates permission
to retrofit 10 aircrafts they have selected.

The Debtors have identified a number of Transatlantic routes that
they may profitably serve with 10 Boeing 757-200 aircrafts.

However, the available 757-200s in the Debtors' fleet must be
retrofitted to serve the overseas routes in order to meet
regulatory, operational, and other requirements, Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York, related.

The cost to perform the upgrades is nearly $6,000,000 per
Aircraft, Mr. Ellenberg said.

The 757-200 aircraft identified by the Debtors to be the best
candidates for the retrofit are:

    (a) aircraft bearing Tail Nos. N544US, N545US, N546US,
        N547US, N548US, and N549US, which they acquired pursuant
        to the Court-approved restructuring of the 2000-1 EETC
        transaction; and

    (b) aircraft bearing Tail Nos. N535US, N536US, N537US,
        N538US, which they currently lease under the 1996-1 EETC
        transaction, for which a Court-approved restructuring
        term sheet provides for entry into new leases at reduced
        rates.

Boeing, or its subsidiary, will provide certification for certain
upgrades, and the Debtors are in the process of selecting vendors
for other major components, Mr. Ellenberg informed the Court.
None of the vendors will be insiders or affiliates of the
Debtors.

Mr. Ellenberg said the Debtors have extensively analyzed the
economics of operating the selected routes and investing in the
retrofit of the Aircraft, and have determined that the proposal
is anticipated to generate significant returns for the estates.

The Debtors said the economics are favorable even if the leased
Aircraft are returned with the upgrades at the end of the lease
term.  The upgrades will increase the value of the Aircraft and
may be performed in compliance with the leases.

If other 757-200 aircraft in the Debtors' fleet become available
and may be retrofitted more advantageously, the Debtors may
retrofit the aircraft in place of some of the Aircraft listed,
Mr. Ellenberg said.

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


NORTHWEST AIRLINES: Tennessee Gov. Supports Proposed China Route
----------------------------------------------------------------
Northwest Airlines Corp. said that the governor of Tennessee has
added his support in the China route case before the U.S.
Department of Transportation.

The airline is seeking government approval to provide daily,
nonstop service between its WorldGateway at Detroit hub and
Shanghai, China.

"We would like to thank Governor Bredesen of Tennessee for his
support of Northwest's application for additional passenger
service frequencies between the United States and China," said
Andrea Fischer Newman, NWA's senior vice president of government
affairs.

Governor Phil Bredesen's letter stated the Detroit to Shanghai
service would provide convenient connecting service to China from
four major cities in Tennessee, and will help stimulate trade and
travel between China and the Mid-south region.

Northwest operates a total of 20 roundtrip flights daily between
four Tennessee airports in Memphis, Nashville, Knoxville, and
Bristol/Johnson City/Kingsport, and the airline's WorldGateway at
Detroit international hub.

Governor Bredesen joins the governors of Michigan and Minnesota,
along with the bipartisan coalition of 17 legislators in the U.S.
Senate and U.S. House of Representatives, in supporting
Northwest's application.

Northwest proposes to start nonstop Detroit to Shanghai service on
or about March 25, 2007, using its Boeing 747-400 aircraft with 65
seats in World Business Class and 338 seats in coach class.

According to Northwest's Web site, more than 168,000 individuals
signed letters and petitions supporting its proposal.

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


NORTHWEST AIRLINES: Wants Stay Enforced Against RI Commission
-------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to enforce
the automatic stay against the Rhode Island Commission for Human
Rights, and Patricia A. Wilson.

According to Mark C. Ellenberg, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, the Commission and Ms. Wilson violated the
automatic stay extant in the Debtors' Chapter 11 cases by
proceeding with an action on Ms. Wilson's behalf to recover
monetary damages for alleged disability discrimination in
connection with Ms. Wilson's 2003 termination from Northwest
Airlines.  Ms. Wilson filed a complaint in December 2003.

In March 2004, Northwest filed with the Commission a request to
dismiss the Rhode Island Action on grounds that the Commission
lacked subject matter jurisdiction to decide the matter because
it is preempted by the Railway Labor Act, or alternatively, for
dismissal on the merits, Mr. Ellenberg relates.  The Commission
issued a complaint against the Debtors in December 2005.

In June 2006, the Commission issued a decision denying
Northwest's request to dismiss the Rhode Island Action.  The
Commission has scheduled a hearing on the merits of Ms. Wilson's
claim to be held in Rhode Island on May 8, 2007.

Though the Debtors have attempted on numerous occasions to advise
them that the Debtors are entitled to the protections of the
automatic stay, Mr. Ellenberg says, Ms. Wilson and the Commission
have asserted that the automatic stay does not apply to them.

Mr. Ellenberg asserts that contrary to the Commission's position,
the Rhode Island Action does not fit within the narrow police
power exception to the automatic stay set forth in Section
363(d)(4) of the Bankruptcy Code.

In applying the limited exception to permit a government unit to
exercise its police power outside of the Bankruptcy Court, courts
examine whether the action primarily advances the government's
pecuniary interest and whether the action has an overriding
public purpose, Mr. Ellenberg notes.

Mr. Ellenberg points out that Section 362 of the Bankruptcy Code
prohibits the commencement or continuation of judicial
proceedings that could have been commenced prepetition.  He also
notes that employee discrimination complaints similar to the
Rhode Island Action have been stayed in the Debtors' Chapter 11
cases.

Because its primary purpose is apparently to recover money
damages for alleged prepetition conduct by the Debtors, and
because the complaint seeks to adjudicate private rights, the
Rhode Island Action is in violation of the automatic stay and is
therefore void and without effect, Mr. Ellenberg contends.

                       RI Commission Objects

The Rhode Island Commission for Human Rights contends that
Section 362(b)(4) of the Bankruptcy Code provides an exception to
the automatic stay under which it is proceeding.

Francis A. Gaschen, Esq., in Providence, Rhode Island, asserts
that the automatic stay does not apply to exercises of the
Commission's police powers.

The Commission states that if the Court finds that the automatic
stay did encompass the exercise of its police powers, the stay
should be lifted to allow it to conclude its investigation.

According to Mr. Gaschen, the primary purpose of the Commission's
investigation into the allegations of the charge is not to
recover money damages for complainant Patricia A. Wilson, but to
determine if there is probable cause to believe the allegations
of the charge of discrimination.

If no probable cause is found, the matter will be dismissed in
its entirety, Mr. Gaschen points out.  He also assures the Court
that allowing the Commission to proceed would not interfere with
the Debtors' bankruptcy proceeding.

The Commission maintains that judicial economy would be best
served by lifting the stay, and that it is ready to continue its
investigation and only waits for the submission of a few
documents requested from the Debtors' corporate counsel.  Once
those documents are received, Mr. Gaschen says, scant time is
required for the investigator to conclude her work and for a
determination to issue.

"No harm would be created to the Debtor should the investigation
be allowed to continue.  Clearly, there could be harm to the
public should the charge not be investigated," Mr. Gaschen
concludes.

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


NORTHWEST AIRLINES: Inks Contract Agreement with AMFA to End Row
----------------------------------------------------------------
Northwest Airlines Corp. reached a ratified contract agreement
with the Aircraft Mechanics Fraternal Association to end the labor
dispute involving the airline's technicians.

The agreement was approved by 72% of AMFA members who voted.

"We are pleased to have reached a contract agreement with AMFA
technicians," said Mike Becker, senior vice president of human
resources and labor relations.

The agreement maintains the necessary $203 million in annual labor
costs savings from AMFA-represented employees as part of the
airline's overall labor cost savings requirement.

In addition to AMFA technicians, Northwest has reached agreements
on permanent wage and benefit reduction agreements with the Air
Line Pilots Association, the International Association of
Machinists and Aerospace Workers, Aircraft Technical Support
Association, the Transport Workers Union of America, and the
Northwest Airlines Meteorologists Association.  Two rounds of
salaried and management employee pay and benefit cuts have also
been instituted and the needed flight attendant labor cost savings
have been implemented, which allowed Northwest to meet its goal of
achieving $1.4 billion in annual labor savings.

Mr. Becker continued, "We remain in active contract discussions
with our flight attendants, represented by the Association of
Flight Attendants.  We are hopeful of reaching a consensual
agreement with the AFA in the near future."

According to Bloomberg News, Northwest issued a statement that 75
pilot positions must be filled before the end of the year and 150
more in 2007.  The Northwest chapter of the Air Line Pilots
Association disclosed that all 700 pilots will get a chance to
return by the end of 2007 since some of them have rejected
Northwest's offer so far.

Since beginning its restructuring process in September 2005,
Northwest has been making steady progress on its plan to realize
$2.5 billion in annual business improvements in order to return
the company to profitability on a sustained basis.

The restructuring plan is focused on three goals:

   * resizing and optimization of the airline's fleet to better
     serve Northwest's markets;

   * realizing competitive labor and non-labor costs; and

   * restructuring and recapitalization of the airline's balance
     sheet.

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.


NUTRAQUEST INC: Court Approves Plan of Reorganization
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
Nutraquest, Inc.'s Plan of Reorganization to emerge from
bankruptcy, three years after it filed for protection from
lawsuits related to its ephedra-based products, the Star-Ledger
reports.

Greg Saitz, Star-Ledger staff writer, says the Plan class for
owner Robert Chiney, Jr., and others to pay as much as $55 million
to settle legal actions, although the actual amount paid is
expected to be less.

Injured consumers or their families will receive $34.4 million,
with the Debtor contributing no more than $4.35 million and Mr.
Chiney and related companies chipping in $11.1 million.

Reports show that while the Court approved the Debtor's Plan, it
won't become effective until a settlement between the Debtor and
the Federal Trade Commission staff is confirmed by the agency's
commissioners.

                    Overview of the Plan

Under the Plan, Administrative Expense Claims and Priority Tax
Claims will be paid in full.

Holders of General Unsecured Claims will receive their pro rata
share of the $50,000 fund.

Pursuant to the Ephedra PI Settlement Agreement, holders of
Ephedra Personal Injury Claims will be paid in full through:

    * payment of 90% of their claims in cash on the Effective
      Date, and

    * the balance, consisting of a portion of Phoenix
      Laboratories, Inc.'s share of the funding obligation, to be
      paid over an 18-month period pursuant to a secured,
      interest-bearing Note.

On the Effective Date, the Park Class Claim and all Individual
Park Class Member Claims will be automatically, and without
further act or deed, transferred to, vested in and assumed by the
Park Claims Resolution Facility, and the Park Settlement
Administrator shall have the sole authority to determine the
Allowed Amounts of the Claims.  Distributions to the Park Class
Representative and the holders of the Individual Park Class Member
Claims are limited to amounts allowed and paid from the Park
Claims Resolution Facility.

On the Effective Date, all Individual Markowitz Class Member
Claims based upon retail purchase of Xenadrine(R) RFA-1 will be
automatically, and without further act or deed, transferred to,
vested in and assumed by the Markowitz Xenadrine(R) RFA-1 Claims
Resolution Facility, and the Markowitz Settlement Administrator
shall have the sole authority to determine the Allowed Amounts of
such Claims.

All Individual Markowitz Class Member Claims based upon retail
purchase of Xenadrine(R) EFX will also be automatically, and
without further act or deed, transferred to, vested in and assumed
by the EFX Consumer Redress Fund.  The Federal Trade Commission,
or its designee, shall have the sole authority to determine the
Allowed Amounts of the Claims.

Mr. Chinery will retain his interests.

Headquartered in Manasquan, New Jersey, Nutraquest, Inc., is the
marketer of the ephedra-based weight loss supplement, Xenadrine
RFA-1.  The Company filed for chapter 11 protection on October 16,
2003 (Bankr. N.J. Case No. 03-44147).  Andrea Dobin, Esq., and
Simon Kimmelman, Esq., at Sterns & Weinroth, P.C. represent the
Debtor in its restructuring efforts.  Natalie D. Ramsey, Esq., at
Montgomery, McCracken, Walker & Rhoads LLP represents the Official
Committee of Unsecured Creditors.  When the Company filed for
protection from its creditors, it listed estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.


OMNITECH CONSULTANT: Files for Creditor Protection under BIA
------------------------------------------------------------
Omnitech Consultant Group Inc. and its subsidiary Groupe Isac Inc.
filed a notice of intention to make a proposal to creditors in
accordance with the provisions of the Bankruptcy and Insolvency
Act.  Although it was not initially planned for Isac to file such
a notice, it became difficult for the company to carry on its
normal business activities after Omnitech, its parent company,
filed a notice of intention because of pressure from some of its
suppliers.

The Corporation is confident that such a proposition will
facilitate its reorganization and return to a long-term viable
financial situation while continuing normal business operation.

The firm PricewaterhouseCoopers inc. has been retained as trustee.
In addition to its legal responsibilities, the firm will assist
Omnitech's management team in the development of a proposition to
its creditors that will be subject to vote at a meeting, which
will be held at a date yet to be determined.  The schedule of this
process will essentially be dictated by the Corporation's progress
in refinancing and negotiating with its financial partners.

In the meantime, Omnitech and Isac will benefit from a complete
stay with regards to debt payments and to any creditor proceeding.
The Corporation will then be able to dedicate its resources
towards operational growth, refinancing and the development of a
plan to satisfy its creditors while preserving shareholders
equity.

In order to be accepted the proposition will have to obtain the
approval of at least 66% of the total value of the Corporation
debt and 50% plus one of the number of creditors allowed to vote
at the creditors assembly.

"[The Company's] highly leveraged balance sheet is a drain on its
profitability and compromises its future development," declared
Philippe Collard, Chairman and Chief Executive Officer of
Omnitech.  "By going ahead with this proposition to creditors, the
Corporation will continue its reorganization process in order to
pursue its operations in a profitable manner.

"Following our initial evaluation, it did not seem necessary to
include Isac in GCO's proposition proceedings.  However,
circumstances have evolved in such a way that it became more
prudent to ensure that Isac benefits from the same protection
granted by the Act than the other subsidiaries."

              About Omnitech Consultant Group Inc.

Based in Qubec City, Quebec, Omnitech Consultant Group Inc. (TSX
VENTURE: GCO) offers solutions as a one-stop-shop in engineering,
information technology and systems maintenance.  GCO integrates
new technologies or optimizes existing systems by applying
cutting-edge expertise currently used in the best practices.


OMNOVA SOLUTIONS: Buyout Cues Moody's to Affirm B2 Corp. Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Omnova Solutions Inc.'s
corporate family rating at B2 and moved the company's rating
outlook to positive.

This rating is after the recent sale of the firm's building
products business.

Current ratings:

   * Omnova Solutions Inc.

     -- Corporate family rating at B2
     -- $165mm 11.25% Sr. Sec. Notes due 2010 at B3, LGD4, 64%

The change to a positive outlook reflects Moody's expectation that
the firm will continue to improve its credit metrics, achieve top
line growth and benefit from moderating prices for its key raw
materials and improving EBITDA margins.

With the divestiture of its buildings products business, the firm
will be able to concentrate on growth opportunities for its
remaining two businesses, which enjoy strong market positions in
their niche markets.  Omnova sold the building products business
for a cash value of approximately $40 million and has targeted the
proceeds for reduction of outstanding debt under the firm's
revolving credit facility and the outstanding notes due 2010, once
the issue becomes callable in May 2007, and to fund growth in the
remaining businesses.

The business sold represented 14% of 2005 sales, but only 3% of
2005 operating profit.

The outlook and ratings reflect the firm's debt reduction over the
past three years, the better financial profile of the remaining
businesses and improvement in credit metrics in 2005 and 2006.

Prior to the assets sale, Omnova had been successful in reducing
long-term debt by approximately $27 million over the past three
years.  After repayment of revolving credit facility borrowings
with the building products divestiture proceeds, Omnova should
have improved liquidity with no outstanding borrowings under the
facility other than letters of credit.

In the past year, Omnova has improved its operating margin through
reductions in SG&A expenses that have helped offset the negative
impact of increased manufacturing costs.  Despite improvement in
Omnova's credit metrics, it still has suffered some deterioration
in gross margins and is impacted by volatile raw material costs
and is subject to cyclical markets.

Omnova's ratings would likely be moved up if industry conditions
were supportive of an upgrade and Omnova was able to sustain
recent margins, reduced debt, made progress in managing working
capital, and generated free cash flow greater than $20 million per
year.

Omnova manufactures decorative and functional surfaces, emulsion
polymers and specialty chemicals.  The company operates in two
business segments, Decorative Products, which makes commercial
wallcoverings, coated fabrics and decorative laminates, and
Performance Chemicals, which offerings include binders, coatings
and adhesives for the paper and carpet industries.

Headquartered in Fairlawn, Ohio, OMNOVA was formed when it was
spun-off from GenCorp in 1999.  Revenues, excluding the divested
building products business, were $698 million for the LTM ended
August 31, 2006.


OVERSEAS SHIPHOLDING: Earns $90.8 Million in 2006 Third Quarter
---------------------------------------------------------------
Overseas Shipholding Group Inc. reported operating income of
$94 million from consolidated revenue of $265 million for the
quarter ended Sept. 30, 2006.

For the three months ended Sept. 30, 2005, the Company reported
operating income of $84 million, from consolidated revenue of
$203 million.

For the quarter ended Sept. 30, 2006, Time Charter Equivalent
revenues increased by 31% to $254.8 million from $194.8 million in
the third quarter of 2005.  The Company disclosed that the TCE
revenue performance was the result of strong rates across its
VLCC, Aframax, Panamax and Handysize Product Carrier fleets.

EBITDA for the third quarter was $135.6 million compared with
$135.4 million in the third quarter of 2005.  Net income for the
quarter ended Sept. 30, 2006 was $90.8 million, compared with
$72.1 million, for the third quarter of 2005.  The current quarter
benefited from gains on vessel sales and sale of securities of
$15.8 million, compared with $22.4 million, in the same period a
year ago.  In addition, the current quarter reflects the impact of
a $27 million increase in the reserve related to the U.S.
Department of Justice investigation.

For the first nine months ended Sept. 30, 2006, the Company
reported a 9% increase in TCE revenues to $751.2 million from
$690.5 million in the comparable period of 2005.  EBITDA for the
first nine months of 2006 decreased to $424.8 million from
$535.1 million in the first nine months of 2005 and including the
increase in the reserve.  Net income for the nine month period
ended Sept. 30, 2006 was $279.4 million, compared with
$351.1 million in the comparable 2005 period.  The first nine
months of 2006 benefited from gains on vessel sales and sale of
securities of $21.1 million, compared with $60.7 million in the
comparable period of 2005.

Operating income was $297 million from consolidated revenue of
$787 million for the nine months ended Sept. 30, 2006, versus
operating income of $389 million from consolidated revenue of
$716 million for the comparable period in 2005.

Morten Arntzen, president and chief executive officer, stated,
"Third quarter TCE revenues were largely the result of a strong
spot rate environment in both the crude and product transportation
sectors and additions to our product carrier fleet.  The increase
in operating income before gains and special charges reflects the
benefits from OSG's diverse fleet and chartering strategy."

Mr. Arntzen continued, "Our objective to achieve a market
leadership position in the U.S. Flag sector will be realized upon
the completion of the Maritrans acquisition.  This is another
example of our ongoing efforts to transform OSG, which began
nearly three years ago.  Our shareholders will continue to benefit
from OSG's leadership position, fleet diversification and
spot/time-charter mix that will ensure competitive returns not
only in a strong rate environment but throughout all market
cycles."

TCE revenues in the third quarter of 2006 for the International
Crude Tanker segment were $175.9 million, an increase of 42%
quarter-over-quarter, which were partially offset by a decrease in
revenue days for VLCCs as a result of increased drydocking and
repair days and the sale of three older Aframax tankers.  TCE
revenues for the International Product Carriers segment increased
25% to $55 million from $44.2 million in the prior year.  Its U.S.
segment TCE revenues decreased 7% quarter-over-quarter to
$19 million from $20.4 million in the same period a year ago.

Income from vessel operations was $88.9 million in the third
quarter of 2006, compared with $82.9 million in the same period a
year earlier.  For the quarter ended Sept. 30, 2006, total ship
operating expenses increased $56.6 million to $176.9 million from
$120.3 million in the corresponding quarter in 2005, of which
$27 million relates to the reserve taken for the U.S. Department
of Justice investigation.

                        Financial Profile

At Sept. 30, 2006, the Company's shareholders' equity increased by
$242.1 million to $2.1 billion and liquidity, including undrawn
bank facilities, increased to more than $2.27 billion.  Total
long-term debt as of Sept. 30, 2006 was $799.4 million compared
with $965.7 million at Dec. 31, 2005.  Liquidity adjusted debt to
capital was 9.7% as of Sept. 30, 2006, an improvement from 24.5%
as of Dec. 31, 2005.

The Company further disclosed that, in 2004 and the first quarter
of 2005, it made provisions totaling $10 million for anticipated
fines and contributions to environmental protection programs
associated with a possible settlement of the U.S. Department of
Justice investigation.  In the third quarter of 2006, the Company,
based on discussions with the U.S. Department of Justice that
resumed in August 2006, made an additional $27 million provision.

Overseas Shipholding Group Inc. (NYSE:OSG) -- http://www.osg.com/
-- is a publicly traded tanker company, with a combined owned,
operated and newbuild fleet of 118 vessels aggregating
12.9 million dwt and 865,000 cbm.  The Company has offices in
Athens, London, Manila, Montreal, Newcastle, New York City and
Singapore.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 9, 2006,
Moody's Investors Service affirmed the debt ratings of Overseas
Shipholding Group, Inc.'s Senior Unsecured at Ba1.  The outlook
has been changed to stable from negative.


PASCACK VALLEY: Bottom-Line Losses Cues Fitch to Cut Rating to B-
-----------------------------------------------------------------
Fitch Ratings has downgraded to 'B-' from 'BB' these two New
Jersey Health Care Facilities Financing Authority (Pascack Valley
Hospital Association Issue) revenue bond series:

        -- $49.4 million series 2003;
        -- $32.5 million series 1998.

The downgrade to 'B-' is due to Pascack Valley Hospital's
(Pascack) large recent operating and bottom-line losses, which may
result in a covenant violation relating to debt service coverage
in 2006, leading to a weakened financial profile.  Pascack's
liquidity position has eroded significantly due to ongoing
operating losses.

Through nine months of fiscal 2006, maximum annual debt service
coverage by earnings before interest, taxes, depreciation and
amortization is negative 1.1 times (x), operating margin is
negative 15.4%, excess margin is negative 14.7%, EBITDA margin is
negative 5.7%, and days cash on hand is 12.1 days.  Management
indicates that year-to-date performance in 2006 has been largely
impacted by a confluence of one-time events relating to salaries,
professional fees, purchased services (nursing agency), and
interest expense.  Despite Pascack's weak financial profile, it
has not missed any debt service payments to-date.  Pascack
maintains a fully funded debt service reserve fund in the amount
of approximately $8 million.  Pascack's bonds are secured with a
revenue pledge and a mortgage.

The bonds have been placed on Rating Watch Evolving, which
indicates Pascack's rating could be raised, lowered, or
maintained.  The key rationale for the Rating Watch Evolving is
the potentially significant impact of a proposed acquisition of
Pascack by Hackensack University Medical Center (Hackensack; rated
'A-' by Fitch), for which due diligence is now underway and is
scheduled to be complete by mid-January 2007 per an executed
memorandum of understanding dated as of Oct. 27.  Pascack and
Hackensack have not provided details about the treatment of
Pascack's existing debt, if an acquisition is consummated.  Fitch
will review Pascack's rating upon the establishment of a formal
acquisition plan or if negotiations between Pascack and Hackensack
discontinue.

Located in Westwood, NJ, approximately ten miles from Hackensack,
Pascack is a 291-licensed bed general acute-care facility.  In
2005, total operating revenues for Pascack were $134 million.
Pascack covenants to disclose audited annual and unaudited
quarterly financial information and utilization statistics to the
Nationally Recognized Municipal Securities Information
Repositories, which Fitch views positively.  Furthermore, Pascack
has to-date provided thorough and timely disclosure, including
quarterly disclosure of income statements, balance sheets,
statements of cash flows and utilization statistics to bondholders
through the NRMSIRs.  Pascack has no interest rate swaps
outstanding.


PER-SE TECH: McKesson Buyout Cues S&P to Assign 'B+' Corp. Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on Alpharetta, Ga.--based
Per-Se Technologies Inc. on CreditWatch with positive
implications.

"The rating actions follow the announcement that Per-Se
Technologies has reached a definitive agreement to be acquired by
major competitor McKesson Corp. (BBB/Positive/A-2)," said Standard
& Poor's credit analyst Stephanie Crane.

McKesson plans to pay $28 per share for the outstanding shares, a
14.5% premium over its stock price.  Including the assumption of
Per-Se Technology debt outstanding, which was about $510 million
as of September 2006, the acquisition amounts to about
$1.8 billion.  The acquisition is expected to close in the first
quarter of 2007, subject to customary conditions, including
regulatory review.  ValueAct Capital, a holder of about 15.5% of
Per-Se Technology's voting common stock, has executed a voting
agreement to vote their shares in favor of the transaction.

Per-Se Technologies' provides revenue management and bill
processing services and software to about 100,000 physicians in
small practices, 17,000 hospital affiliated physicians,
3000 hospitals, and 50,000, retail pharmacies.

By merging with Per-Se Technologies, McKesson will expand its
scale of operations, and will provide its client base with more
enhanced services and products and generate further growth
opportunities.

As of Sept. 30, 2006, Per-Se Technologies reported revenue of
$148.9 million, and adjusted EBITDA of $36 million.

Standard & Poor's will monitor the progress of the acquisition of
Per-Se Technologies by McKesson Corp.  The rating agency will
raise our ratings on Per-Se's outstanding debt to 'BBB' upon
completion of the transaction.


PIERRE FOODS: Zartic Deal Prompts S&P to Hold 'B+' Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating, the same as the corporate credit rating, and '2' recovery
rating, to processed food manufacturer and marketer Pierre Foods
Inc.'s $100 million add-on to its senior secured term loan,
indicating expectation for substantial recovery of principal in
the event of a payment default.  The $100 million will increase
the size of the company's outstanding aggregate $131 million term
loan B.

At the same time, Standard & Poor's affirmed the existing ratings
on Pierre Foods, including the 'B+' corporate credit rating.

The rating outlook is negative.

The rating actions was after the company's disclosure that it has
entered into an agreement to acquire substantially all of the
assets of Zartic Inc., a manufacturer and marketer of packaged
beef, poultry, pork, and veal products, and its affiliated
distribution company, Zar Tan Inc., for an aggregate preliminary
purchase price of $94 million plus the assumption of certain
liabilities, subject to certain post-closing adjustments.  The
add-on term loan will be used to finance the proposed transaction.
Pro forma for the transaction, we expect the company to have about
$369.7 million in total debt outstanding, excluding operating-
lease obligations.

"The ratings reflect Pierre Foods' modest scale of operations,
highly competitive operating environment, and leveraged capital
structure," said Standard & Poor's credit analyst Mark Salierno.

"These factors are partially mitigated by the company's leading
position in the niche markets for formed, precooked and ready-to-
eat meat products and by the company's ability to manage raw-
material costs through market-related pricing contracts."


PIERRE FOODS: Zartic Deal Cues Moody's to Affirm B1 Corp. Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
of Pierre Foods, Inc. and concurrently placed all instrument
ratings on review for possible downgrade.

The actions were triggered by Pierre's announcement that it has
agreed to acquire substantially all of the assets of Zartic, Inc.
and its affiliated distribution company, Zar Tran, Inc. for
$94 million plus the assumption of certain liabilities, subject to
post-closing adjustments.

The transaction is expected to be financed with a proposed add-on
to Pierre's existing term loan B. The review of Pierre's debt
instruments stems from the all-debt financing in the transaction.
Upon funding of the proposed add-on term loan, the ratings on the
revolver and upsized term loan would likely fall one notch.
Pierre's SGL-2 speculative grade liquidity rating was also
affirmed, reflecting Moody's expectation for good liquidity over
the next twelve months.

Despite the expected increase in leverage to over 5x with the
debt-financed acquisition of Zartic, Moody's affirmed Pierre's B1
corporate family rating.

The affirmation reflects:

   (a) the potential benefits of the Zartic transaction, which
       includes diversification of Pierre's product offering,
       strengthening its presence within existing end markets,
       particularly in the military channel, and increasing its
       production capacity and capabilities; and,

   (b) Moody's expectation that the company will continue to
       generate good free cash flow and quickly reduce
       acquisition debt and leverage.

Pierre's BI corporate family rating is supported by:

   (a) the company's strong historical growth that maps to "A,"
       led by new product introductions, increasing customer
       penetration and an ongoing trend in away-from-home meal
       consumption;

   (b) diversity across channels and by customer, despite some
       degree of concentration with CKE Restaurants, operator of
       Hardee's and Carl Junior's restaurants; and,

   (c) the company's demonstrated ability to repay debt, having
       repaid $43 million of debt since June 2004.

Constraining the ratings are:

   (a) Pierre's continued weak debt protection measures, many of
       which map to a "B" rating or below;

   (b) Moody's expectation that Pierre's credit metrics will
       moderately weaken over the near-term as a result of the
       additional acquisition debt; and

   (c) Pierre's small scale and geographic diversification, both
       mapping to "B" on the Methodology grid.

These ratings were affirmed:

   -- B1 corporate family rating
   -- B1 probability-of-default rating
   -- SGL-2 Speculative Grade Liquidity Rating

These ratings were placed on review for possible downgrade:

   -- Ba2, LGD 2, 28% on the $40 million senior secured revolving
      credit facility maturing 2009,

   -- Ba2, LGD 2, 28% on the $131 million senior secured term
      loan facility maturing 2010,

   -- B3, LGD-5, 82% on the $125 senior subordinated notes
      maturing 2012

Pierre, a manufacturer and marketer of differentiated processed
food solutions, focusing on formed, pre-cooked protein products
and hand-held convenience sandwiches, had revenues of
$429 million in the LTM period ending September 2, 2006.  The
Company's headquarters are in Cincinnati, Ohio.


PINNACLE ENTERTAINMENT: Earns $22.4 Mil. in Third Quarter of 2006
-----------------------------------------------------------------
Pinnacle Entertainment Inc. reported strong financial results for
the third quarter and nine months ended Sept. 30, 2006.

Revenues for the third quarter of 2006 were $236.7 million, an
increase of 35.7% from $174.4 million in last year's quarter.
Adjusted EBITDA rose 160% to $54 million in the current period
from $20.8 million.  Adjusted EBITDA margin was approximately
22.8%.

The quarterly results include solid business levels at L'Auberge
du Lac, continued strong performance at Boomtown New Orleans and
continued margin improvement at Boomtown Bossier City.  The 2006
results were strong, but the year-over-year comparisons are
augmented by the effects of Hurricanes Katrina and Rita in 2005
and start-up costs associated with L'Auberge du Lac's May 2005
opening.

On a GAAP basis, the Company reported net income of $22.4 million
versus the prior-year net income of $5 million.  GAAP net income
in the 2006 quarter benefited from asset sale gains included in
discontinued operations, while GAAP net income in the prior year
quarter was boosted by a $14.9 million income tax benefit.

"We are pleased with our Company's performance in the third
quarter," Pinnacle's chairman and chief executive officer
Daniel R. Lee said.

"L'Auberge's adjusted EBITDA was $19.8 million, bringing us to
$55 million for the nine-month period.  Belterra achieved record
adjusted EBITDA and Boomtown New Orleans continues to do well, as
the New Orleans area continues to be rebuilt.

"We look forward to the additional benefit that the hotel
expansion projects at these three properties will provide when
they open in late 2007 and early 2008.

"We also continue to lay the framework for Pinnacle's extended
growth," Mr. Lee continued.  "Construction continues apace on both
our projects in St. Louis.

"Local approval for our Sugarcane Bay project in Lake Charles,
Louisiana, is on the November 7 ballot.  We recently submitted
plans to the Louisiana Gaming Control Board for a new casino in
Baton Rouge.

"We have also passed the 'overbid period' in our agreement to
purchase The Sands/Traymore site in Atlantic City.  In sum, our
development pipeline positions us well for at least the next five
years."

                         Nine-Month Results

Revenues for the nine months ended Sept. 30, 2006, increased 58.5%
to $699.7 million from $441.4 million for the 2005 period,
reflecting the May 2005 opening of L'Auberge du Lac and the
adverse effect to 2005 results from the hurricanes.  Adjusted
EBITDA rose 135% to $168 million from $71.6 million in the prior-
year nine-month period.

On a GAAP basis, net income for the first nine months of 2006 was
$81.9 million, compared with a net loss of $1.4 million for the
nine months ended Sept. 30, 2005.

The recent nine-month period's GAAP net income includes merger
termination proceeds from the Company's proposed agreement to
purchase Aztar Corporation and asset sale gains, while the net
loss in the 2005 nine-month period was narrowed by a sizable
income tax benefit recorded in the third quarter.

                       Recent Developments

   -- In September 2006, Pinnacle signed an agreement to purchase
      the entities that own The Sands Hotel and Casino and
      Traymore sites in Atlantic City, New Jersey, from entities
      affiliated with financier Carl Icahn for approximately
      $250 million, plus an additional $20 million for certain
      tax-related benefits and additional real estate.

      Together, the land being acquired comprises approximately
      18 contiguous acres at the heart of Atlantic City, with
      extensive frontage along The Boardwalk, Pacific Avenue, and
      Brighton Park.

      Pinnacle plans to design and build an entirely new casino
      hotel on the site, which is intended to be among the largest
      and most spectacular resorts in the region.  Design and
      construction of such casino resort is expected to require
      four to five years.

      The agreement included a time period, which expired on
      October 18, wherein the seller of The Sands could terminate
      the agreement in connection with higher offers.

   -- In September 2006, Pinnacle broke ground on its $45 million
      hotel tower expansion at L'Auberge du Lac in Lake Charles,
      Louisiana.  The new tower will feature expanded retail
      space, a VIP lobby and lounge, and an additional 250 rooms
      or suites, bringing the total number of guestrooms at the
      property to approximately 1,000.  It is expected to be
      complete by the end of 2007.

   -- In October 2006, Pinnacle reached a settlement agreement
      with President Casinos, Inc. and related parties to complete
      the purchase by Pinnacle of the bankrupt President Casino in
      St. Louis.

      If approved by the bankruptcy court and the Missouri Gaming
      Commission, Pinnacle will pay $31.5 million to the
      bankruptcy estate and receive a distribution of
      approximately $52 million in respect of the approximately
      $62 million of allowed claims that Pinnacle acquired in a
      tender offer process in August and September.

      Pinnacle may receive up to another $5 million in payments at
      a later date and has agreed to waive $5 million in claims.
      On that basis, and before any later recoveries, Pinnacle
      effectively will have paid approximately $41.5 million for
      the President Casino in St. Louis and certain related
      assets.

   -- At Pinnacle's construction site in downtown St. Louis,
      concrete forms are being installed for the sixth level.
      The project is scheduled to open in the second half of 2007,
      subject to licensing by the Missouri Gaming Commission, and
      will include a casino with approximately 2,000 slot machines
      and 40 table games, a spa, several restaurants, and
      12,000 square feet of meeting and convention space.

   -- At River City, Pinnacle's $375 million casino project in
      south St. Louis County, site clearing and demolition are
      complete.  Environmental remediation is underway and is
      expected to be substantially complete by the end of the
      year.  Foundation work is expected to begin in December.

      The project is scheduled to open in the second half of 2008,
      subject to licensing by the Missouri Gaming Commission, and
      will include a casino with approximately 3,000 slot machines
      and 60 table games, a 100-room hotel, full-service spa,
      restaurants, a boutique bowling alley, a multiplex movie
      theatre, an indoor ice rink, a public park with athletic
      fields and a hatch-shell music and entertainment venue.
      Artists' renderings of the Company's St. Louis projects
      and pictures of the work in progress are accessible via the
      Company's corporate Web site at http://www.pnkinc.com/

   -- The Company anticipates completing its acquisition of the
      Harrah's Lake Charles gaming assets and related licenses in
      mid-November.  Completion of the transaction received
      Louisiana regulatory approval in August.

      A local-option referendum is scheduled to be held on
      November 7 which would permit construction of a new
      $350 million casino hotel, Sugarcane Bay, adjacent to the
      Company's L'Auberge du Lac facility rather than reopening
      the Harrah's facility.  The Company intends to acquire the
      Harrah's assets irrespective of the outcome of the local
      referendum.

   -- The Company also recently purchased approximately 54 acres
      of land in Baton Rouge, Louisiana, and informed the
      Louisiana Gaming Control Board of its intent to construct a
      casino on the site, subject to a local-option referendum and
      Louisiana regulatory approval.

   -- The Company is scheduled to present its Philadelphia project
      plans to the Pennsylvania Gaming Control Board in November.
      Pinnacle is one of five companies vying for two licenses
      expected to be issued in Philadelphia.  Artists' renderings
      and an overview of the proposal, which would initially
      include a 3,000-slot casino, a multiplex movie theater, and
      multiple dining and entertainment options, are accessible at
      http://www.pnkinphilly.com/

   -- In October 2006, Pinnacle executed an amendment to its
      credit facility.  The amendment becomes effective upon
      completion of the Sands transaction and receipt of final
      regulatory approvals.  Among other things, the amendment
      improves overall financing flexibility, particularly in
      relation to Pinnacle's agreement to acquire the entities
      that own The Sands and Traymore sites in Atlantic City.

      The Company also anticipates increasing the credit facility
      by $250 million to $1 billion concurrently with the closing
      of the Sands transaction.

                            Other Items

Biloxi Insurance Matters

On April 11, the Company filed a $346.5 million insurance claim
for its losses associated with Hurricane Katrina at Casino Magic
Biloxi.  To date, Pinnacle has received a total of $100 million in
advances towards resolution of its insurance claim, including
$15 million received and recorded in October.

In August 2006, Pinnacle filed suit against three of its excess
insurance carriers.  The suit relates to the loss incurred by
Pinnacle as a result of Hurricane Katrina at its Casino Magic
property in Biloxi, Mississippi.

Collectively, the three insurers provide $300 million of coverage,
in excess of $100 million of coverage provided to Pinnacle by
other insurers.

In total, Pinnacle's policies applicable to the Hurricane Katrina
loss provide an aggregate of up to $400 million of coverage for
loss caused by a Weather Catastrophe Occurrence and up to
$100 million of inclusive coverage for loss caused by a Flood
Occurrence.

The three insurers are Allianz Global Risks US Insurance Company,
Arch Specialty Insurance Company and RSUI Indemnity Company.

The suit alleges, among other things, that those insurers have
improperly asserted that Pinnacle's losses were due to a Flood
Occurrence as opposed to a Weather Catastrophe Occurrence; that,
after the close of the proposed sale of certain Casino Magic
Biloxi assets to Harrah's Entertainment, Inc., Pinnacle is not
covered for any continued business interruption loss; and that
Pinnacle is not entitled to designate its St. Louis County project
as a replacement for Casino Magic Biloxi under the policies.

The Company strongly disagrees with those assertions and intends
to pursue its insurance claim vigorously.  Nevertheless, the
Company anticipates that full resolution of its insurance claim
and related litigation will be protracted.

New Orleans Insurance Matters

In the 2006-second quarter, the Company filed insurance claims of
approximately $11 million for its business interruption and
property losses associated with Hurricane Katrina at Boomtown New
Orleans.  A deductible of approximately $5 million would likely
apply against this claim amount.

Corporate Expenses

Excluding the corporate portion of the non-cash stock-based
compensation charge of $1 million, corporate costs for the third
quarter of 2006 were $7.3 million.  For the prior-year period,
corporate costs were $5.8 million.  The Company expects to
continue to hire additional corporate staff in support of its
expanding operations.

Pre-opening and Development Costs

During the quarter, the Company incurred pre-opening and
development costs of $7 million, including $2.7 million related to
the St. Louis projects, $2.1 million for the Sands acquisition and
$1.2 million related to the Sugarcane Bay project.  The 2005
quarter included $2.3 million of those costs, primarily related to
the St. Louis projects.

Tax Matters

In the 2005 third quarter, the Company reversed a valuation
allowance of $9.8 million related to the utilization of net
operating loss carry-forwards for Indiana state income tax
purposes.  A benefit is reflected in the income tax provision for
the 2005 third quarter, and had no cash impact on the Company's
results or financial condition.

Discontinued Operations

The Company completed the sale of its leasehold interest and
related receivables in the Hollywood Park Casino card club in July
for net cash proceeds of approximately $24.2 million plus the
cancellation of Pinnacle's lease obligation.  The sale of the
Hollywood Park Casino assets resulted in a pre-tax book gain of
approximately $16.5 million, which is reflected in discontinued
operations in the 2006 third quarter.  Also included in
discontinued operations are the results of Casino Magic Biloxi, as
the Company has agreed to sell the Casino Magic Biloxi site.

Liquidity

The Company had approximately $308 million in cash, cash
equivalents and restricted cash at Sept. 30, 2006.  Approximately
$220 million of this balance will be used to complete the purchase
of The Sands/Traymore site, in addition to the $50 million already
in escrow.

Of the Company's $750 million bank credit facility, approximately
$484 million remained unutilized as of Sept. 30, 2006.  This
amount does not include the $250 million increase in the Company's
credit facility, which is expected to become effective upon
closing of The Sands/Traymore site purchase.

                      Community Contribution

Pinnacle pays significant taxes in the communities in which it
operates.  During the first nine months of 2006, Pinnacle paid or
accrued $168.6 million in gaming taxes, $12.1 million in payroll
taxes, $10.1 million in property taxes, and $3.8 million in sales
taxes.  Setting aside income taxes, Pinnacle paid or accrued
$194.6 million for taxes to state and local authorities in the
first nine months of 2006.

                   About Pinnacle Entertainment

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment, Inc.,
(NYSE: PNK) -- http://www.pnkinc.com/-- owns and operates casinos
in Nevada, Louisiana, Indiana and Argentina, owns a hotel in
Missouri, receives lease income from two card club casinos in the
Los Angeles metropolitan area, has been licensed to operate a
small casino in the Bahamas, and owns a casino site and has
significant insurance claims related to a hurricane-damaged casino
previously operated in Biloxi, Mississippi.  Pinnacle opened a
major casino resort in Lake Charles, Louisiana in May 2005 and a
new replacement casino in Neuquen, Argentina in July 2005.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2006,
Moody's Investors Service's confirmed Pinnacle Entertainment,
Inc.'s B2 Corporate Family Rating.

At the same time, Standard & Poor's Ratings Services affirmed its
'BB-' rating and '1' recovery rating following Pinnacle
Entertainment Inc.'s $250 million senior secured bank facility
add-on.


PREDIWARE CORP: Hires Allen & Overy as Hong Kong Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
gave Prediwave Corporation authority to employ Allen & Overy, as
its Hong Kong Litigation Counsel.

Allen & Overy is expected to represent the Debtor in the Hong Kong
proceedings, effective Aug. 17, 2006.  The Hong Kong proceedings
relate to the Debtor's bulk purchase of memory modules in the
years 2000 and 2001.

Allen & Overy will also instruct Mr. Chua Guan-Hock S.C., the
Debtor's senior counsel, in connection with the Hong Kong
proceedings.

The Debtor has agreed that 30% of the firm's compensation be
billed to the Debtor and 70% be billed to the other defendants,
with 1/9 of that 70% portion billed to each of the other
defendants.

Angus Ross, Esq., firm's partner, assured the Court that his firm
does not hold any interest adverse to the Debtors, its estate or
creditors.

Mr. Ross can be reached at:

     Allen & Overy LLP
     1221 Avenue of the Americas
     New York, NY 10020
     United States of America
     Tel: (212) 610-6300
     Fax: (212) 610-6399
     http://www.allenovery.com/

Headquartered in Fremont, Calif., PrediWave Corporation --
http://www.prediwave.com/-- provides cable and satellite
operators with end-to-end digital broadcast platforms, and offers
products like Video On Demand, Digital Video Recording,
interactive video shopping, and subscription services.  The Debtor
filed for chapter 11 protection on April 14, 2006 (Bankr. N.D.
California Case No. 06-40547).  Robert A. Klyman, Esq., at Latham
& Watkins, LLP, and Jonathan S. Shenson, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP represent the Debtor in its restructuring
efforts.  John D. Fiero, Esq., at Pachulski, Stang, Ziehl, Young
and Jones represents the Official Committee Of Unsecured
Creditors.  The Debtor's Schedules of Assets and Liabilities
showed $145,282,246 in total assets and $773,033,371 in total
liabilities.


PREMIER ENTERTAINMENT: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Premier Entertainment Biloxi LLC dba Hard Rock Hotel & Casino
Biloxi and its debtor-affiliates filed with the U.S. Bankruptcy
Court for the Southern District of Mississippi their schedules of
assets and liabilities disclosing:


     Name of Schedule                Assets      Liabilities
     ----------------                ------      -----------
     A - Real Property          $87,646,759

     B - Personal Property      165,215,455

     C - Property Claimed
         as Exempt

     D - Creditors Holding
         Secured Claims                         $193,467,866

     E - Creditors Holding
         Unsecured Priority
         Claims                                        5,258

     F - Creditors Holding
         Unsecured Nonpriority
         Claims                                   36,669,241
                               ------------     ------------
     Total                     $252,862,214     $230,142,366

Based in Biloxi, Mississippi, Premier Entertainment Biloxi LLC dba
Hard Rock Hotel & Casino Biloxi -- http://www.hardrockbiloxi.com/
-- owns and operates hotels.  The Company filed for chapter 11
protection on Sept. 19, 2006 (Bankr. S.D. Ms. Case No. 06-50975).
No Official Committee of Unsecured Creditors has been appointed in
the Debtor's bankruptcy proceedings.  When the Debtor filed for
protection from its creditors, it estimated assets $252,862,215
and debts of $226,069,921.


PRIMARY ENERGY: Loan Redemption Cues S&P to Withdraw 'BB-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' rating on
Primary Energy Finance LLC.

"The rating action follow Primary Energy's redemption of its
$150 million senior secured term loan," said Standard & Poor's
credit analyst Daniel Welt.

The redemption was done in connection with EPCOR Power L.P.'s
acquisition of Primary Energy Ventures LLC, the parent of Primary
Energy Holdings, which is the 100% owner of Primary Energy Finance
LLC.


PRUDENTIAL COMMERCIAL: S&P Affirms Class N Certs. Rating at 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of commercial mortgage pass-through certificates from
Prudential Commercial Mortgage Trust 2003-PWR1.

Concurrently, the ratings on the remaining 10 classes are
affirmed.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.
The upgrades of several senior certificates reflect the defeasance
of $98 million of the collateral since issuance.

As of the remittance report dated Oct. 11, 2006, the trust
collateral consisted of 99 mortgage loans with an outstanding
principal balance of $908.9 million, compared with 100 loans with
a $960.0 million balance at issuance.  The master servicers, Wells
Fargo Bank N.A. and Prudential Asset Resources Inc., reported
primarily year-end 2005 financial information for 98% of the pool.
Based on this information and excluding the defeased loans,
Standard & Poor's calculated a weighted average debt service
coverage of 1.65x, compared with 1.64x at issuance. Although all
of the loans in the pool are current, one loan is with the special
servicer, ArCap Servicing Inc.  To date, the trust has not
experienced any losses.

The top 10 exposures have an aggregate outstanding balance of
$344.9 million (38%) and a weighted average DSC of 1.77x, up
slightly from 1.73x at issuance.  Despite an overall increase in
the DSC for the top 10, two of the loans experienced declines in
DSC, one of which is on the master servicers' watchlist and is
discussed below. Although the ninth-largest loan, 10th and
Broadway, is not on the watchlist, performance of the collateral
property has declined since issuance.  The borrower for the
169,540-sq.-ft. office building in Oakland, Calif., reported a DSC
of 1.14x as of Sept. 30, 2006, compared with 1.4x at issuance.
The low DSC is attributable to flat effective gross income and
increased operating expenses.

Standard & Poor's reviewed the master servicers' property
inspection reports for the top 10 exposures, and all of the
properties were reported to be in "good" or "excellent" condition.

Two of the top 10 exposures exhibited credit characteristics
consistent with investment-grade obligations at issuance, and each
has maintained its respective credit characteristics.

The first is the largest loan in the pool, 1290 Avenue of the
Americas.  It consists of two notes split into six pieces: a
$385 million A note that is participated into five pari passu
pieces, of which $80 million serves as trust collateral; and a B
note that has a $55 million balance held outside of the trust. The
trust's portion of the A notes represents 9% of the aggregate
outstanding pool balance.  Standard & Poor's underwritten net cash
flows decreased 6% since issuance due to higher operating expenses
and capital reserves offset by higher income.

The second exposure, Inland Portfolio 2, is a group of six cross-
collateralized and cross-defaulted loans secured by six anchored
retail properties in various locations totaling 566,950 sq. ft.
Standard & Poor's underwritten cash flows were relatively flat
from issuance.

The master servicers reported 16 loans totaling $110.4 million on
the watchlist.  The sixth-largest loan, Renaissance Pere Marquette
Hotel, is secured by a 280-room full-service hotel in New Orleans,
La.  The loan is on the watchlist due to a low DSC and damage
incurred from Hurricane Katrina.  The repairs to the lobby, dining
area, and bar are ongoing and scheduled to be completed by August
2007.  DSC was 0.25x as of June 30, 2006, down from 0.35x at Dec.
31, 2005, and 1.14x at issuance. Occupancy was 65% as of June 30,
2006.

The remaining loans on the watchlist have low occupancies, low
DSCs, or major tenant lease terminations.

The sole specially serviced loan, Riverbank Mall LLC, is secured
by a 9,780-sq.-ft. retail strip shopping center in Newark, N.J.
The $1.7 million loan was transferred to the special servicer in
Nov. 2005 due to the borrower's failure to make its debt service
payments.  However, as of October 2006, the borrower is current on
its payments.  The property reported 100% occupancy as of June 30,
2006, and a DSC of 0.98x as of year-end 2005.  The loan is being
monitored for return to the master servicers subject to the
borrower making the next two payments on time.

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

                         Ratings Raised

         Prudential Commercial Mortgage Trust 2003-PWR1
Series 2003-Pwr1 Commercial Mortgage Pass-Through Certificates

                             Rating

        Class      To      From   Credit enhancement (%)
        -----      --      ----   ----------------------

          B        AA+      AA           15.45
          C        AA        A           11.49
          D         A+       A-           9.90
          E         A-      BBB+          8.85
          F        BBB+     BBB           7.66
          G        BBB      BBB-          6.34

                        Ratings Affirmed

         Prudential Commercial Mortgage Trust 2003-PWR1
Series 2003-Pwr1 Commercial Mortgage Pass-Through Certificates

            Class    Rating   Credit enhancement (%)
            -----    ------   ----------------------

             A-1      AAA           19.01
A-2      AAA           19.01
             H        BB+            4.49
             J        BB             3.70
             K        BB-            3.17
             L        B+             2.38
             M        B              1.98
             N        B-             1.58
             X-1      AAA            N/A
             X-2      AAA            N/A

N/A-Not applicable.


QWEST COMMS: Fitch Lifts Issuer Default Rating to BB from BBB-
--------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating of Qwest
Communications International, Inc., and its wholly owned
subsidiaries Qwest Corporation, Qwest Services Corporation, Qwest
Capital Funding, and Qwest Communications Corporation to 'BB' from
'B+'.  In addition, Fitch has also upgraded the specific issue
ratings assigned to the debt issued by Qwest and its subsidiaries,
including upgrading the rating assigned to the senior unsecured
debt issued by Qwest Corporation to 'BBB-' from 'BB+'.  The Rating
Outlook is Stable for Qwest and its subsidiaries.  Approximately
$14.9 billion of debt as of the end of the 3Q'06 is affected by
Fitch's actions.

Fitch's rating action recognizes the continuing strengthening of
the company's credit profile stemming from operating margin
improvement derived from ongoing cost reductions and productivity
enhancements, rationalization of the company's network and less
profitable products, the emergence and growth potential of IP
based data products as well as the improvement to Qwest's balance
sheet.

Overall the ratings assigned to Qwest and its subsidiaries
incorporate the scope, scale and relatively stable cash flow
generated by QC's local exchange business, the reduced cash
requirements of Qwest's out of region businesses, and Fitch's
expectation of continued credit metric improvement and generation
of material free cash flow.  Fitch's ratings also reflect the
competitive pressure from ongoing product and technology
substitution.  Fitch anticipates that the operating environment
within consumer markets will become more competitive as voice over
IP telephony service becomes broadly available through cable
multiple system operators.

Fitch points out however that in several markets Qwest has
competed for telephony subscribers with cable companies that offer
legacy circuit switch telephone service for some time.  The
effects of competition manifest themselves through access line
losses.  Overall the pace of access line erosion has accelerated
during 2006 with access line losses for the third quarter-2006
(3Q'06) of 6%.  Fitch expects that during 2007 and 2008
competition from cable telephone providers will further accelerate
access line losses.

Qwest's strategy to mitigate the competitive pressures within
consumer markets centers on strengthening its product bundle.
From Fitch's perspective, the strategy is gaining traction.
Penetration of bundled products increased to 56% as of the end of
the 3Q'06 reflecting an increase from 50% from the year earlier
period.  Qwest's Mass Market customer connections, a measurement
of mass market access lines, high speed internet subscribers,
video subscribers through the company's alliance with DIRECTV and
wireless subscribers, increased 2.8% on a year over year basis
during the 3Q'06.  The bundled service strategy positions the
company to offset the revenue lost by access line erosion.  As of
the end of the third quarter, Qwest was able to expand its
consumer ARPU to $50.07 reflecting a 7.3% year over year growth
rate and grow Mass Market revenues 3.5% on a year over year basis
while Mass Market access lines declined by 5.4%.  Qwest's ability
to grow its revenue base will, in Fitch's opinion, be predicated
on the company's ability to drive further bundled service
penetration, grow the ARPU of growth products and continue to
migrate its enterprise customer base to more advanced data
services.  Fitch expects that over the current ratings horizon
Qwest's service bundling strategy will offset much of the revenue
loss associated with access line losses.

Since the end of 2002, Qwest has reduced outstanding debt by
nearly $8 billion and improved leverage from 5.4 times (x) to 3.4x
as of the LTM period ended Sept. 30, 2006.  The improvement was
largely attributable to a significant turn around in Qwest's
ability to generate free cash flow and management's use of free
cash flow generation to reduce debt.  Fitch believes that Qwest's
credit profile will continue to improve during the ratings horizon
with leverage declining modestly to under 3.3x by year-end 2007
and approaching 3.1x by YE 2008.

In Fitch's opinion, Qwest's liquidity position is strong and is
supported by existing cash and short term investments totaling
approximately $1.2 billion, the $850 million senior secured
revolver as well as Fitch's expectation that the company will
continue to generate stable levels of free cash flow.  Scheduled
maturities of debt during 2007 and 2008 total approximately
$1 billion, which Fitch expects that Qwest will retire with cash.

Qwest expects to generate free cash flow ranging between $1.35 and
$1.5 billion during 2006 and Fitch expects the company to generate
free cash flow of approximately $1.6 billion during 2007 and 2008.
From Fitch's perspective free cash flow growth will be limited to
Qwest's ability to drive further margin improvements as the
prospects of revenue growth is muted by competitive pressures.
The ongoing Department of Justice investigation and pending
shareholder lawsuits pose a potentially significant contingent
liability to Qwest's liquidity profile.  However given the level
of near term expected free cash flow generation, Fitch believes
that the company has adequate financial flexibility to address
potential judgments and settlements.

Qwest has announced a $2 billion stock repurchase program that
will be executed over the next two years.  From Fitch's
perspective, the share repurchase program will not have a material
negative impact the company's financial flexibility.  Importantly,
Fitch expects that the company will fund the program with a
combination of existing cash and expected free cash flow
generation.  Fitch estimates that the stock repurchase program
represents approximately 49% of Qwest's existing cash and expected
free cash flow generation over the next two years.

Given the free cash flow expectations of Qwest, Fitch anticipates
that the pressure to increase the level of shareholder friendly
actions will be an over hang on Qwest's credit profile over the
ratings horizon.  However, the amount of stock repurchases and
other shareholder friendly actions is limited by restricted
payment covenants contained in Qwest's debt indentures and credit
facility.  The credit facility limits restricted payments to net
income (as of Jan. 1, 2006) plus $1.7 billion.  Based on this
restriction, Fitch estimates that Qwest's restricted payment
basket is approximately $2.1 billion.  The restricted payment
covenants included in the Qwest notes are less restrictive and
Fitch estimates that the restricted payment basket under the Qwest
indentures is approximately $6 billion.

The Stable Rating Outlook reflects Fitch's expectation for
continued stabilization of the company's revenue base driven by
further strengthening of Qwest's service bundling strategy and
investment in growth products such as high speed internet and
advanced data products.  The stable revenue base coupled with
anticipated improvement in operating margins should in Fitch's
opinion yield relatively stable generation of free cash flow and
continue improvement of the company's key credit protection
measures.

Fitch has upgraded these ratings of Qwest and its subsidiaries:

Qwest Communications International, Inc.

     -- Issuer Default Rating (IDR) to 'BB' from 'B+';

     -- Senior secured credit facility to 'BBB-' from 'BB+';

     -- Senior unsecured notes (guaranteed by QSC) to 'BB+' from
        'BB';

     -- Senior unsecured notes to 'BB' from 'B+'

Qwest Corporation

     -- Issuer Default Rating (IDR) to 'BB' from 'B+';
     -- Senior term loan to 'BBB-' from 'BB+';
     -- Senior unsecured notes to 'BBB-' from 'BB+'.

Qwest Services Corporation

     -- Issuer Default Rating (IDR) to 'BB' from 'B+';
     -- Senior subordinated to 'BB+' from 'BB'.

Qwest Capital Funding

     -- Issuer Default Rating (IDR) to 'BB' from 'B+';
     -- Senior unsecured notes to 'BB' from 'B+'.

Qwest Communications Corporation

     -- Issuer Default Rating (IDR) to 'BB' from 'B+';
     -- Senior unsecured notes to 'BB' from 'B+'.


RENT-A-CENTER: Completes New $1.3 Billion Senior Loan Refinancing
-----------------------------------------------------------------
Rent-A-Center Inc. disclosed the completion of the documentation
of its previously reported senior secured debt refinancing.
The new $1,322.5 million senior credit facilities consist of
$922.5 million in term loans and a $400 million revolving credit
facility.  The Company intends to utilize the proceeds of the
new senior credit facilities to repay its existing senior debt,
currently $365.2 million outstanding, finance the proposed
acquisition of Rent-Way, Inc., and for general corporate purposes.

The funding of the new senior credit facilities is contingent upon
the closing of the pending acquisition of Rent-Way, Inc.
and customary closing conditions for financings of this nature.
The Company anticipates closing the refinancing substantially
contemporaneously with the closing of the acquisition of Rent-Way,
Inc.  In connection with the closing of the refinancing,
the Company will record a charge in the fourth quarter of
approximately $2.7 million relating to capitalized costs incurred
in connection with the Company's existing senior credit facility.

Based in Plano, Texas, Rent-A-Center, Inc. (Nasdaq:RCII)
-- http://www.rentacenter.com/-- operates the largest chain of
consumer rent-to-own stores in the U.S. with 2,751 company
operated stores located in the U.S., Canada, and Puerto Rico.
The company also franchises 297 rent-to-own stores that operate
under the "ColorTyme" and "Rent-A-Center" banners.

                        *    *    *

Standard & Poor's Ratings Services lowered on Oct. 10, 2006, its
corporate credit rating on Plano, Texas-based Rent-A-Center Inc.
to 'BB' from 'BB+'.  S&P said the outlook is negative.

At the same time, Standard & Poor's assigned its 'BB' bank loan
rating to Rent-A-Center Inc.'s proposed US$1.325 billion credit
facility.  The rating agency also assigned a recovery rating of
'2' to the facility, indicating the expectation for substantial
(80%-100%) recovery of principal in the event of a payment
default.  The proposed loan comprises:

   -- a $400 million revolving credit facility due in 2011,
   -- a $200 million term loan A due in 2011, and
   -- a $725 million term loan B due in 2012.

"The downgrade is due to an increase in debt leverage and a
decline in cash flow protection, as the acquisition of Rent-Way
Inc. will be funded with $600 million of incremental debt," said
Standard & Poor's credit analyst Gerald Hirschberg.


RENTAL SERVICE: Moody's Rates $1.13 Billion Senior Term Loan at B3
------------------------------------------------------------------
Moody's Investors Service assigned:

   -- a Ba2 first time rating to Rental Service Corp.'s
      $1.7 billion first lien senior secured credit facility
      ($1.3 billion revolving credit facility and $400 million
      term loan);

   -- a B3 to the company's $1.13 billion second lien senior
      secured term loan;

   -- a Caa1 rating to the company's $620 million senior
      unsecured notes; and,

   -- a B2 corporate family rating.

The ratings for the three facilities 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 LGD 2 for the first lien
secured facility, LGD 4 for the second lien facility, and a LGD 6
for the unsecured notes.

Moody's also assigned a SGL-2 Speculative Grade Liquidity Rating
to RSC.

The rating outlook is stable.

The purpose of the credit facilities is to fund the acquisition of
RSC by Ripplewood Holdings L.L.C. and Oak Hill Capital Management
LLC, for an aggregate purchase price of $3.4 billion. The
acquisition is also funded with $250 million of equity from each
of the Sponsors and rollover equity of $85 million from Atlas
Copco AB, the existing RSC owner.

Moody's said that RSC's B2 Corporate Family Rating reflects its
leading competitive position in the North American equipment
rental industry.  The company is benefiting from the strong non-
residential construction market, which is the key to its financial
performance over the near to medium term.  The strength of non-
residential construction activities has led to higher demand for
rental equipment and rising rental rates.

However, the increased level of debt resulting from the leveraged
buyout will stress the company's financial metrics.

Key credit metrics will likely erode in the following manner on a
pro forma basis for 2006:

   -- EBIT/Interest expense to 1.7x from 2.3x;
   -- EBITDA/Interest expense to 2.9x from 3.9x; and,
   -- Debt/EBITDA to 4.30x from 3.6x.

These credit metrics position RSC as one of the more leveraged
companies amongst its industry peers.  While meeting the debt
service requirements of its leveraged capital structure, RSC must
also contend with the ongoing cyclicality of the non-residential
construction sector, and the need to ultimately fund renewal of
its rental fleet.

The stable outlook reflects Moody's belief that RSC's debt
protection measures should improve over the intermediate term and
better position the company within the B2 rating.  RSC should be
able to weather future cyclical downturns due to its improved
internal efficiencies, its well established North American branch
network, and a commitment to maintain ample liquidity.

The Ba2 rating of the $1.7 billion first lien senior secured
credit facility reflects an LGD 2, 21% loss given default
assessment as this facility is secured by a first lien pledge on
substantially all of the company's domestic assets and benefits
from a significant amount of junior debt behind these facilities
in priority.

The B3 rating of the $1.13 billion of the second lien senior
secured term loan reflects an LGD 4, 67% loss given default
assessment as this facility is secured by a second lien pledge on
substantially all of the company's domestic assets and benefits
from a sizeable amount of junior debt behind this facility in
priority.

The Caa1 rating of the $620 billion of the senior unsecured notes
reflects an LGD 6, 91% loss given default assessment as this
facility is unsecured and the most junior debt within the capital
structure.

The SGL-2 Speculative Grade Liquidity Rating reflects Moody's
belief that the company will maintain a good liquidity profile
over the next 12-month period.  The SGL rating anticipates that
approximately $400 million in availability at closing under the
company's proposed first lien senior secured credit facility and
free cash flow should be sufficient to fund the company's capital
spending and operational needs over the next 12 months.

These are the rating actions:

   -- Corporate family rating B2;

   -- Probability-of-default rating B2;

   -- $1.3 billion senior secured revolving credit facility due
      late 2011 at Ba2, LGD 2, 21%;

   -- $400 million senior secured term loan due late 2012 at Ba2,
      LGD 2, 21%;

   -- $1.13 billion senior secured term loan due late 2013 at B3,
      LGD 4, 67%;

   -- $620 million senior unsecured notes at Caa1, LGD 6, 91%;

Speculative Grade Liquidity at SGL-2.

RSC, headquartered in Scottsdale, Arizona, is an equipment rental
company operating in North America and operates more than
450 locations throughout the United States and Canada.


RENTAL SERVICE: S&P Rates Proposed $1.13 Billion Term Loan at 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to equipment rental company Rental Service Corp.

At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to the company's proposed $1.7 billion first-lien
asset-based lending facility.  It is rated 'BB-' with a recovery
rating '1' indicating high expectation of full recovery of
principal in the event of a default.

Additionally, the rating agency assigned its 'B-' rating to RSC's
proposed $1.13 billion senior secured second-lien term loan and a
recovery rating of '5' indicating negligible recovery of principal
in the event of a default after repayment of the entire first-lien
facility.

Standard & Poor's also assigned their 'B-' rating to RSC's
proposed $620 million senior unsecured notes due in 2014.

The outlook is stable.

The proceeds from these financings will be used to purchase RSC in
a leveraged recapitalization transaction from Atlas Copco AB for
about $3.4 billion.   Atlas Copco will retain a minority interest
in RSC, and two financial sponsors-- Ripplewood Holdings L.L.C.
and Oak Hill Capital Partners LLC--each of which will hold about
43% of the company.  The transaction is expected to close at the
end of November 2006.

"The ratings on RSC reflect its highly leveraged financial profile
which more than offsets its position as the second largest
provider of equipment rentals," said Standard & Poor's credit
analyst John R. Sico.


RESIDENTIAL ASSET: Fitch Upgrades 4, Affirms 10 RMBS Classes
------------------------------------------------------------
Fitch Ratings has taken rating actions on these Residential Asset
Mortgage Products, Inc. home equity mortgage asset-backed pass-
through certificates, series 2001-RM2 issue:

  Group I

     -- Class A-I affirmed at 'AAA';
     -- Class AP-I affirmed at 'AAA';
     -- Class AV-I affirmed at 'AAA';
     -- Class M-I-1 affirmed at 'AAA';
     -- Class M-I-2 affirmed at 'AA-';
     -- Class M-I-3 affirmed at 'BBB';
     -- Class B-I-1 affirmed at 'B';
     -- Class B-I-2 remains at 'CC/DR5'.

  Group II

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

The upgrades reflect an improvement in the relationship between
credit enhancement and expected future losses and affect
approximately $2 million in outstanding certificates, as of the
Oct. 25, 2006 distribution date.  The affirmations of the other
classes reflect a satisfactory relationship between CE and
expected future losses and affect approximately $26 million in
outstanding certificates.

The mortgage pool consists of fixed- and adjustable-rate loans
extended to subprime borrowers secured by first liens on one- to
four-family residential properties.  The master servicer for these
loans is Residential Funding Company, LLC (rated 'RMS1', Rating
Watch Evolving by Fitch).  The pool factors (current principal
balance as a percentage of original balance) for group 1 and 2 are
11.45% and 22.50%, respectively.

The four upgraded classes benefit from credit enhancement
approximately three to four times the original levels.


RESIDENTIAL ASSET: Fitch Ups 2 RMBS & Holds 9 RAMP Classes
----------------------------------------------------------
Fitch has taken rating actions on the following Residential Asset
Mortgage Products, Inc. mortgage pass-through certificates:

RAMP Series 2002-SL1 Group 1:

     -- Classes A-I-3, A-I-IO affirmed at 'AAA'.

RAMP Series 2002-SL1 Group 2:

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

The upgrades reflect an improved relationship between credit
enhancement and expected future loses and affect approximately
$1 million in outstanding certificates, as of the Oct. 25, 2006
distribution date.  The affirmations reflect a satisfactory
relationship between CE and future loss expectations and affect
approximately $29 million in outstanding certificates.

The collateral in the 2002-SL1 series consists of seasoned fixed
rate and adjustable rate mortgage loans secured by first liens on
one- to four- family residential properties.  Residential Funding
Company, LLC (rated RMS1, rating watch evolving, by Fitch) is the
master servicer for these loans.

As of the October 25, 2006 distribution date, the pool factors
(current principal balance as a percentage of original balance)
for group 1 & group 2 are 7.42% and 26.63%, respectively.  The
upgraded classes benefit from credit enhancement (in the form of
subordination) over three times the original levels.


ROWE COMPANIES: Files Schedules of Assets and Liabilities
---------------------------------------------------------
The Rowe Companies and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the Eastern District of Virginia its
schedules of assets and liabilities disclosing:

     Name of Schedule                Assets      Liabilities
     ----------------                ------      -----------
     A - Real Property                   $0

     B - Personal Property       42,939,781

     C - Property Claimed
         as Exempt                        0

     D - Creditors Holding
         Secured Claims                          $34,583,513

     E - Creditors Holding
         Unsecured Priority
         Claims                                      144,617

     F - Creditors Holding
         Unsecured
         Nonpriority Claims                          220,076
                                -----------     ------------
     Total                      $42,939,781      $34,948,206

                     About The Rowe Companies

Headquartered in McLean, Virginia, The Rowe Companies --
http://www.therowecompanies.com/ -- manufactures upholstered
retail home and office furniture, interior decorations, tableware,
lighting fixtures, and other interior design accessories.  The
Company owns 100% of stock of manufacturing and retail
subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/ --  
and Storehouse, Inc. -- http://www.storehousefurniture.com/

The Company and its two of its debtor-affiliates filed for chapter
11 protection on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142
to 06-11144).  Dylan G. Trache, Esq., H. Jason Gold, Esq., and
Valerie P. Morrison, Esq., at Wiley Rein & Fielding LLP, represent
the Debtors.  When the Debtors filed for protection from their
creditors, The Rowe Companies listed total assets of $130,779,655
and total debts of $93,262,974; Rowe Furniture estimated assets
between $50 million and $100 million and debts between $10 million
and $50 million; and Storehouse, Inc. estimated assets and debts
between $10 million and $50 million.  The Debtors' exclusive
period to file a chapter 11 plan expires on Jan. 16, 2006.


ROWE COMPANIES: Gets Final Court Okay on Financing Deal with GECC
-----------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Virginia gave The Rowe Companies and its debtor-affiliates
authority, on a final basis, to obtain debtor-in-possession
financing from General Electric Capital Corporation.

The Court authorized the Debtors to request extensions of credit
up to an aggregate outstanding principal amount of $50,000,000 at
any one time outstanding, including:

   a) a sub-limit for letters of credit having a maximum drawing
      amount of not more than $5,000,000; and

   b) to the extent any prepetition obligations remain outstanding
      after entry of the final order, an amount sufficient to
      indefeasibly pay in full the outstanding prepetition
      obligations under the prepetition credit documents.

As adequate protection, the Debtors granted GECC superpriority
administrative expense claims, which will be subject only to the
carve-out amount.

The carve-out amount is intended for payment of allowed
administrative expenses pursuant to Section 1930(a)(6) of the
Judiciary Code and allowed fees and expenses incurred by the
Debtors and statutory committees pursuant to Section 327 and 1103
of the Bankruptcy Code.

A full-text copy of the Court's final order on the DIP financing
is available for free at http://researcharchives.com/t/s?1486

                     About The Rowe Companies

Headquartered in McLean, Virginia, The Rowe Companies --
http://www.therowecompanies.com/ -- manufactures upholstered
retail home and office furniture, interior decorations, tableware,
lighting fixtures, and other interior design accessories.  The
Company owns 100% of stock of manufacturing and retail
subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/ --  
and Storehouse, Inc. -- http://www.storehousefurniture.com/

The Company and its two of its debtor-affiliates filed for chapter
11 protection on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142
to 06-11144).  Dylan G. Trache, Esq., H. Jason Gold, Esq., and
Valerie P. Morrison, Esq., at Wiley Rein & Fielding LLP, represent
the Debtors.  When the Debtors filed for protection from their
creditors, The Rowe Companies listed total assets of $130,779,655
and total debts of $93,262,974; Rowe Furniture estimated assets
between $50 million and $100 million and debts between $10 million
and $50 million; and Storehouse, Inc. estimated assets and debts
between $10 million and $50 million.  The Debtors' exclusive
period to file a chapter 11 plan expires on Jan. 16, 2006.


ROWE COMPANIES: Taps Carl Marks as Crisis Management Advisor
------------------------------------------------------------
The Rowe Companies and its debtor-affiliates ask permission from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
employ Carl Marks Advisory Group LLC as their crisis management
advisors and consultants, nunc pro tunc to Sept. 18, 2006.

Carl Marks will:

   a) analyze financial issues including cash flow information,
      various operational restructuring proposals, manufacturing
      rationalization, and financial analysis;

   b) make recommendations on improvements to quality, including
      simplification of product lines; increasing production and
      manufacturing efficiency; cutting costs, including employee
      headcount; improvement of software systems; and improvement
      of financial controls and cash flow.

                        Compensation Terms

Carl Marks proposed to charge the Debtors a flat monthly fee
for its services pursuant to the terms of an amended consulting
agreement previously entered into by the parties.

Specifically, the Consulting Agreement provides, among others,
that Marc Pfefferle, a member and principal of the firm, will bill
$500 per hour for this engagement.  If other personnel are
required, they will be billed at their regular hourly rates.
The firm will also seek reimbursement of actual and necessary
out-of-pocket expenses.

Carl Marks has received from the Debtors a $1,548,588 prepetition
payment and a $100,000 retainer.  In addition, Carl Marks recently
received from the Debtors:

   1) $70,000, paid on Sept. 7, 2006, for services rendered in the
      month of September; and

   2) $19,439, paid on Sept. 14, 2006, for reimbursement of costs
      prior to the Debtors' bankruptcy filing.

Mr. Pfefferle assures the Court that his firm does not hold any
interest adverse to the Debtors and is disinterested pursuant to
Sec. 101(14) of the Bankruptcy Code.

About the Rowe Companies

Headquartered in McLean, Virginia, The Rowe Companies --
http://www.therowecompanies.com/-- manufactures upholstered
retail home and office furniture, interior decorations, tableware,
lighting fixtures, and other interior design accessories.  The
company owns 100% of stock of manufacturing and retail
subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/ --  
and Storehouse, Inc. -- http://www.storehousefurniture.com/

The company and its two of its debtor-affiliates filed for chapter
11 protection on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142
to 06-11144).  Dylan G. Trache, Esq., H. Jason Gold, Esq., and
Valerie P. Morrison, Esq., at Wiley Rein & Fielding LLP, represent
the Debtors.  When the Debtors filed for protection from their
creditors, The Rowe Companies listed total assets of $130,779,655
and total debts of $93,262,974; Rowe Furniture estimated assets
between $50 million and $100 million and debts between $10 million
and $50 million; and Storehouse, Inc. estimated assets and debts
between $10 million and $50 million.  The Debtors' exclusive
period to file a chapter 11 plan expires on Jan. 16, 2006.


SALTON INC: Reduced Domestic Sales Cue Moody's to Junk Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Salton Inc. to Caa2 from Caa1 and the subordinated debt rating
to Ca from Caa3.

The subordinated debt ratings reflect both the overall probability
of default of the company under Moody's LGD framework using a
fundamental approach, to which Moody's assigns a PDR of Caa2, and
a loss-given-default of LGD 5, 88% for the subordinated debt.

The rating outlook remains negative.

The rating downgrade reflects Salton's continued operational
challenges including reduced domestic sales, pricing pressure,
increasing global raw material costs, inventory shortages and a
weak foreign retail market.  Despite recent improvements in the
company's cost structure, improvements in sales of the George
Foreman line and new product introductions the company incurred a
negative reported EBIT in its most recent fiscal year.

The rating downgrade reflects uncertainties around liquidity, as
the company's senior credit facilities have been amended and
compliance with minimum fixed charge coverage and minimum EBITDA
will be required after March 2007.

Salton also faces significant debt maturities over the next 18 to
24 months which Moody's does not expect will be capable of being
met from operating cash flow.

Moody's used a fundamental valuation approach, based on assumed
recoveries of stated asset values, to estimate loss-given-default
rather than a mean family-level LGD estimate.  Based on this
approach, the company's recovery estimate is 55% from 50%.  The
higher recovery estimate resulted in the probability of default
rating remaining the same as the corporate family rating.

The rating outlook remains negative, given uncertainties over
operating performance and liquidity in the next year.  The
negative outlook also reflects the announcement on October 23,
2006 that Salton would explore strategic alternatives to enhance
stockholder value, which could include a sale or merger of the
company, which could have a negative impact on the subordinated
debt holders.

If a transaction is disclosed, Moody's would review its terms to
determine the impact on Salton's ratings and outlook at that time.

These ratings were lowered:

   -- Corporate Family Rating to Caa2 from Caa1

   -- Subordinated debt rating to Ca, LGD 5, 88% from Caa3,
      LGD 6, 91%

   -- Probability of default rating to Caa2 from Caa1

Headquartered in Lake Forest, Illinois, Salton, Inc. designs,
markets and distributes small appliances and home decor and
personal care products.  Sales for the fiscal year ended July 1,
2006 were approximately $636 million.


SAMUEL BURROW: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Samuel Burrow, Jr.
        11600 West Winchester Lane
        Ellicott City, MD 21042

Bankruptcy Case No.: 06-17002

Chapter 11 Petition Date: October 6, 2006

Court: District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Adam M. Freiman, Esq.
                  Sirody, Freiman & Feldman, P.C.
                  1777 Reisterstown Road, Suite 360 East
                  Baltimore, MD 21208
                  Tel: (410) 415-0445
                  Fax: (410) 415-0744

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Martin Sheet Metal               Services                 $15,616
4000 Gill Avenue
Hampstead, MD

BGE                              Services                 $11,652
P.O. Box 1475
Baltimore, MD 21203

Able Electric                    Services                 $10,000
7522 Connelly Drive, Suite B
Hanover, MD 21076

DeVeer Insulation                Services                  $7,155
7501 Resource Court
Curtis Bay, MD 21226

Adam M. Freiman, P.A.            Legal Fees - Balance      $2,500
1777 Reisterstown Road
Suite 360
Pikesville, MD 21208

Blue Dot                         Services                  $2,500

Household Bank MasterCard        Credit                    $1,525

Nuvell Credit Corp.              2000 Chevy Venture        $6,988
                                                         Secured:
                                                           $6,200

TC Excalibur Co., LLC            Miscellaneous               $700

Home Depot                       Credit                      $682


SBA CMBS: Fitch Assigns Low-B Ratings to Four Certificate Classes
-----------------------------------------------------------------
SBA CMBS Trust, series 2006-1, commercial mortgage pass-through
certificates are rated by Fitch Ratings:

     -- $439,420,000 class 2006-1A 'AAA';
     -- $106,680,000 class 2006-1B 'AA';
     -- $106,680,000 class 2006-1C 'A';
     -- $106,680,000 class 2006-1D 'BBB';
     -- $36,540,000 class 2006-1E 'BBB-';
     -- $81,000,000 class 2006-1F 'BB+';
     -- $121,000,000 class 2006-1G 'BB';
     -- $81,000,000 class 2006-1H 'BB-';
     -- $71,000,000 class 2006-1J 'B+'.

Fitch, after giving effect to the offered notes, affirms these
ratings to the $405,000,000 SBA CMBS Trust, series 2005-1
collateralized fixed-rate notes:

     -- $238,580,000 class 2005-1A 'AAA';
     -- $48,320,000 class 2005-1B 'AA';
     -- $48,320,000 class 2005-1C 'A';
     -- $48,320,000 class 2005-1D 'BBB';
     -- $21,460,000 class 2005-1E 'BBB-'.

SBA CMBS Trust, series 2006-1 represents an additional issuance
pursuant to the SBA CMBS Trust, series 2005-1 closed on Nov. 18,
2005, which holds a mortgage loan secured by 1,714 wireless
communication sites.  The current issuance reflects the
contribution of an additional 3,261 sites and increased cash flow
from the initial sites; 16 tower sites included in the initial
issuance will be removed due to negative cash flow.  The initial
and current issuance of certificates are secured by the same pool
of collateral and are pari passu among like rated classes.

All classes are privately placed pursuant to Rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 4,975
wireless communication sites securing one fixed rate loan having
an aggregate principal balance of approximately $1,555,000,000, as
of the cutoff date.


SCOTT BERGER: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Scott Aaron Berger
        28 South Garfield Street
        Denver, CO 80209

Bankruptcy Case No.: 06-18120

Chapter 11 Petition Date: September 11, 2006

Court: District of Colorado (Denver)

Judge: Howard R. Tallman

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

Total Assets: $1,457,486

Total Debts:  $1,658,192

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
EMC Mortgage Corp.               28 South              $287,405
P.O. Box 141358                  Garfield Street       Secured:
Irving, TX 75014-1358            Denver, CO 80209    $1,060,000
                                                   Senior Lien:
                                                       $287,405

MNBA America                     Credit Card            $88,084
P.O. Box 15102                   Purchases
Wilmington, DE 19886-5102

Vectra Bank Colorado             Vehicles               $43,302
717 - 17th Street, Suite 300                           Secured:
Denver, CO 80202                                        $18,000

Wells Fargo Business Direct      Business Line          $29,072
P.O. Box 54349                   of Credit
Los Angeles, CA 90054-0349
                                 Business Credit         $6,921
                                 Card Purchases

Citi Cards                       Credit Card            $13,306
P.O. Box 6414                    Purchases
The Lakes, NV 88901-6414

Chase                            Credit Card            $12,960
                                 Purchases

Wells Fargo Card Services        Credit Card            $11,794
                                 Purchases

Beneficial Finance               Line of Credit          $7,077

American Express - Texas         Business Credit         $7,027
                                 Card Purchases

American Express - Florida       Business Credit         $3,181
                                 Card Purchases

Wells Fargo Financial            Personal Loan           $1,120

American Family Insurance        Prime Comm.               $413
                                 Trade Debt


SCOTTISH RE: Alters CEO's Employment Pact, Employee Retention Plan
------------------------------------------------------------------
In a filing with the U.S. Securities and Exchange Commission,
Scottish Re Group Ltd. disclosed the approval of an amended
employment agreement, dated July 1, 2002, between Paul Goldean and
the company.

Pursuant to the amendment, Mr. Goldean will serve as President and
Chief Executive Officer of Scottish RE, nunc pro tunc to Oct. 26,
2006, with an annual base salary of $550,000.

Also, the company's board of directors approved a Senior Executive
Success Plan.  The Plan's purpose is to retain essential personnel
through the transition period relating to the possible sale of
Scottish RE.

Participation in the Plan is limited to these executives, each of
whom will receive the guaranteed payout if the transaction is
completed:

   Executive                        Guaranteed Payout
   ---------                        -----------------
   Paul Goldean                          $300,000
   Dean Miller                           $200,000
   Cliff Wagner                          $200,000
   David Howell                          $200,000
   Jeff Delle Fave                       $100,000

In addition to the guaranteed payouts, each of the executives will
receive additional payments to the extent that the sales price of
the company in the transaction exceeds certain thresholds
established by the Board.

If any of the executives leave Scottish RE prior to the completion
of the transaction, that executive will forfeit his right to any
payments under the Plan.  The executives will be entitled to
payments under the Plan 90 days after the completion of the
transaction unless that executive is terminated by the company for
cause or due to resignation without good reason, in which case the
payment will be forfeited.  Payments under the Plan will be
includable in calculations related to Section 280G of the United
States Internal Revenue Code of 1986, as amended.

Scottish Re Group Limited -- http://www.scottishre.com/-- is a
global life reinsurance specialist.  Scottish Re has operating
companies in Bermuda, Charlotte, North Carolina, Dublin, Ireland,
Grand Cayman, and Windsor, England.  At March 31, 2006, the
reinsurer's balance sheet showed $12.2 billion assets and
$10.8 billion in liabilities

                           *     *     *

On Aug. 21, 2006, Standard & Poor's Ratings Services lowered its
counterparty credit rating on Scottish Re Group Ltd. to 'B+' from
'BB+'.

Moody's Investor Service downgraded Scottish Re's senior
unsecured debt rating to Ba3 from Ba2 due to liquidity issues.

A.M. Best Co. has downgraded on Aug. 22, 2006, the financial
strength rating to B+ from B++ and the issuer credit ratings to
"bbb-" from "bbb+" of the primary operating insurance subsidiaries
of Scottish Re Group Limited (Scottish Re) (Cayman Islands).  A.M.
Best has also downgraded the ICR of Scottish Re to "bb-" from
"bb+".  AM Best put all ratings under review with negative
implications.


SCOTTISH RE: Inks Amended Employment Pact with Paul Goldean
-----------------------------------------------------------
In a filing with the U.S. Securities and Exchange Commission,
Scottish Re Group Ltd. disclosed the approval of an amended
employment agreement, dated July 1, 2002, between Paul Goldean and
the company.

Pursuant to the amendment, Mr. Goldean will serve as President and
Chief Executive Officer of Scottish RE, nunc pro tunc to
Oct. 26, 2006, with an annual base salary of $550,000.

Also, the company's board of directors approved a Senior Executive
Success Plan.  The Plan's purpose is to retain essential personnel
through the transition period relating to the possible sale
Scottish RE.

Participation in the Plan is limited to these executives, each of
whom will receive the guaranteed payout listed below if the
transaction is completed:

    Executive                        Guaranteed Payout
    ---------                        -----------------
    Paul Goldean                         $300,000
    Dean Miller                          $200,000
    Cliff Wagner                         $200,000
    David Howell                         $200,000
    Jeff Delle Fave                      $100,000

In addition to the guaranteed payouts, each of the executives will
receive additional payments to the extent that the sales price of
the company in the transaction exceeds certain thresholds
established by the Board.

If any of the executives leave Scottish RE prior to the completion
of the transaction, that executive will forfeit his right to any
payments under the Plan.  The executives will be entitled to
payments under the Plan 90 days after the completion of the
transaction unless that executive is terminated by the company for
cause or due to resignation without good reason, in which case the
payment will be forfeited.  Payments under the Plan will be
includable in calculations related to Section 280G of the United
States Internal Revenue Code of 1986, as amended.

                       About Scottish Re

Scottish Re Group Limited -- http://www.scottishre.com/-- is a
global life reinsurance specialist.  Scottish Re has operating
companies in Bermuda, Charlotte, North Carolina, Dublin, Ireland,
Grand Cayman, and Windsor, England.  At March 31, 2006, the
reinsurer's balance sheet showed $12.2 billion assets and $10.8
billion in liabilities.  On July 31, 2006, Fitch Ratings cut
Scottish Re's issuer default rating to BBB from A-, and lowered
its insurer financial strength rating one notch to A-.  Fitch
rates the reinsurer's hybrid and preferred securities at BB+.


SEA CONTAINERS: Reed Conner Ceases To Be A Major Shareholder
------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Reed Conner & Birdwell, LLC, discloses that it has
ceased to be the beneficial owner of more than 5% of the Common
Stock of Sea Containers, Ltd.

As of October 20, 2006, the investment adviser beneficially owned
1,100 shares of the Company's common stock.

A month earlier, as of September 11, 2006, Reed Conner
beneficially owned 2,818,510 shares, representing a 10.84% equity
stake in Sea Containers.

Donn B. Conner is the firm's president and chief executive
officer while Jeffrey Bronchick is the chief investment officer.

                      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
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


SEA CONTAINERS: Wants To Give Up Railway Services In May 2007
-------------------------------------------------------------
Sea Containers, Ltd., will walk away from its wholly owned non-
debtor subsidiary, Great North Eastern Railway Ltd., in May 2007,
if it will not obtain more favorable franchise terms, The Sunday
Times reports.

GNER operates high-speed passenger trains between London and
Scotland along the East Coast main line of Britain under a
franchise agreement with the British Government since April 1996.

Robert D. MacKenzie, president and chief executive officer of Sea
Containers, told The Sunday Times although GNER is profitable, it
cannot "cope with the GBP1.3 billion premium that it had to pay
to the Treasury under the franchise agreement."  What's more,
GNER's performance bond nearly doubles on May 1 from GBP15.3
million to GBP28.7 million, Dominic O'Connell of The Sunday Times
writes.

According to Mr. O'Connell, Britain's Department for Transport
has rejected suggestions it will renegotiate the franchise.

GNER currently operates a fleet of 41 train sets totaling 463
cars and locomotives covering approximately 920 route miles and
52 stations, and in 2005 achieved 16,700,000 passenger journeys.

As previously reported, Sea Containers, Ltd., and its
subsidiaries, Sea Containers Services, Ltd., and Sea Containers
Caribbean, Inc., filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.

On October 16, 2006, the Company initiated a complementary
proceeding in Bermuda to facilitate the Chapter 11 Filing.

                      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
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SEITEL INC: ValueAct Deal Cues S&P to Put 'B' Rating on Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services reported that that the 'B'
corporate credit rating on seismic data provider Seitel Inc.
remains on CreditWatch with developing implications, where it was
placed on Aug. 29, 2006, following the announcement that the
company has signed a definitive merger agreement with ValueAct
Capital and its affiliates.

The transaction is valued at about $780 million, including the
assumption or repayment of about $189 million of debt and the
anticipated payment of about $50 million associated with the early
retirement of the company's senior notes.

The CreditWatch developing listing reflects the likelihood that
ratings could be affirmed, raised, or lowered in the near term.

As of Sept. 30, 2006, Houston, Texas-based Seitel had
$189 million in total adjusted debt.

Standard & Poor's notes that the transaction will be subject to
approval by the majority of non-ValueAct shareholders, voting in
the special meeting, over the intermediate term.  ValueAct
currently owns beneficially about 39% of Seitel's outstanding
common stock on a fully diluted basis.

"If the ValueAct acquisition is successfully executed as outlined,
Seitel's existing bonds (11.75% senior notes) would likely be
retired, and we would consequently remove ratings from that
specific debt issue," said Standard & Poor's credit analyst
Jeffrey B. Morrison.

"Nevertheless, we will need to gain further clarity around the
potential strategic and capital structure implications of the
ValueAct transaction, before resolving the CreditWatch listing as
it relates to Seitel's corporate credit rating and ratings for any
potential new debt instruments," he continued.


SEMCO 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 Ba2 corporate
family rating on SEMCO Energy, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   6.4% Sr. Unsec.
   Medium Term Notes
   due 2008               Ba2       Ba2    LGD3       37%

   7.03% Sr. Unsec.
   Medium Term Notes
   due 2013               Ba2       Ba2    LGD3       37%

   8% Sr. Unsec.
   Notes due 2016         Ba2       Ba2    LGD3       37%

   6.49% Sr. Unsec.
   Notes due 2009         Ba2       Ba2    LGD3       37%

   7.75% Sr. Unsec.
   Global Notes
   due 2013               Ba2       Ba2    LGD3       37%


   7.125% Sr. Unsec.
   Global Notes
   due 2008               Ba2       Ba2    LGD3       37%

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 Port Huron, Michigan, SEMCO Energy Inc. --
http://www.semcoenergy.com/-- together with its subsidiaries,
operates as a regulated public utility company.  The company
operates in one segment, Gas Distribution.  The Gas Distribution
segment purchases, transports, distributes, and sells natural gas
to residential, commercial, and industrial customers in Michigan
and Alaska.


SHUMATE INDUST: Reports $500,000 Major Valve Purchase Order
-----------------------------------------------------------
Shumate Industries Inc. reported the receipt of a significant
purchase order for its surface-level Hemiwedge valve targeting
mid-stream and energy flow control applications.

"This order from a valve distributor in North America, validates
the demand for our products during the launch and market
acceptance of the Hemiwedge(R) valve" Shumate Industries' Chairman
and CEO, Larry Shumate, commented.  Receiving this significant
purchase order, and indications from other future customers,
further evidences the interest levels we have seen while marketing
to valve sales representative companies, valve distributors and
our target end customers.  "In our view, the economic savings
derived from reduced supply disruption and in-line maintenance,
utilizing our proprietary Hemiwedge(R) Cartridge feature, has been
well received by our target customers within flow control
applications such as terminal and gathering stations.  The initial
sales launch of the Hemiwedge(R) valve is the result of tremendous
hard work and dedication by our entire team, for which our firm is
grateful to its employees."

This purchase order totals over $500,000 which includes the
purchase of two inch through six inch size ANSI class Hemiwedge
valves, and Shumate anticipates deliveries throughout the next
ninety days.  After more than a year of preparation, engineering
and design, testing, and global supply chain build up, the launch
of Hemiwedge surface-level valve this quarter continues to be a
major focus of the Company.

"In addition to the launch of our surface level Hemiwedge valve,
we anticipate other revenue producing agreements to follow as our
business development and marketing efforts gain momentum created
by Hemiwedge(R)'s market exposure," Matthew Flemming, Shumate
Industries' CFO, stated.  "We anticipate additional revenues from
licensing Hemiwedge(R) technology for use in sub sea high pressure
applications and additional milestone payments from the progress
of the development of the Hemiwedge(R)'s down hole isolation
valve."

Headquartered in Conroe, Texas, Shumate Industries Inc.
(OTCBB:SHMT) -- http://www.shumateinc.com/-- formerly known as
Excalibur Industries, serves the energy field services market
through its Shumate Machine Works operating subsidiary.  With its
roots going back more than 25 years, Shumate is a contract
machining and manufacturing company utilizing state-of-the-art
3-D modeling software, computer numeric controlled machinery and
manufacturing expertise to perform close tolerance and precision
machining for energy field service applications.

At June 30, 2006, the company's balance sheet showed $ 3,666,316
in total stockholders' equity deficit compared to a $ 6,277,008
deficit at Dec. 31, 2005.


SPARTA SURGICAL: Case Summary & 22 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sparta Surgical Corp.
        5445 DTC Parkway, Suite 520
        Greenwood Village, CO 80111

Bankruptcy Case No.: 06-18117

Type of Business: The Debtor manufactures and markets specialty
                  surgical instruments, critical care disposables,
                  and related medical equipment.

Chapter 11 Petition Date: November 6, 2006

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

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

Debtor's financial condition as of August 31, 2006:

      Total Assets:         $0

      Total Debts:  $1,064,527

Debtor's 22 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
LKDTBJP Living Trust                                   $276,160
12 Champagne Circle
Rancho Mirage, CA 92270

Pepe & Hazzard, LLP              Trade Debt             $98,359
c/o John Kostenbanck
Goodwin Square
Hartford, CT 06103

Internal Revenue Service                                $85,580
U.S. Treasury
P.O. Box 1210
Charlotte, NC 28201

Healthcare Holdings, Inc.                               $51,500
8150 North Central Expressway
Dallas, TX 75206

Peabody & Arnold, LLP            Trade Debt             $35,446
c/o John Kestrubanc
50 Rowes Wharf
Boston, MA 02110

Thomas F. Reiner                                        $25,000

Wellbong/Michelson               Trade Debt             $20,700

Angell & Deering                 Trade Debt             $19,650

Gary Agron                       Loan                   $16,786

Schmetter, Aptaker               Trade Debt             $10,843

American Stock TRF               Trade Debt             $10,591

Fox Rothschild                   Trade Debt              $7,595

State of California                                      $6,452

Gadsby Hannah, LP                Trade Debt              $6,052

Kendall Healthcare Co.           Trade Debt              $4,208

Business Wire                    Trade Debt              $3,585

Mitchell Financial Printing      Trade Debt              $3,500

Ethox, Inc.                      Trade Debt              $3,276

NASDAQ, Inc.                     Trade Debt              $3,230

Platzer, Swergold, Karlin        Trade Debt              $3,014

PR Newswire                      Trade Debt              $2,735

Allen J. Korn                    Trade Debt              $2,470


STK INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: STK International Inc.
        311 East Artesia Boulevard
        Compton, CA 90220

Bankruptcy Case No.: 06-15729

Type of Business: The Debtor imports and sells various foreign
                  merchandise at low, discounted prices.
                  See http://www.stkintl.com/

                  The Debtor filed for chapter 11 protection on
                  May 20, 2003 (Bankr. C.D. Calif. Case No. 03-
                  23651).

Chapter 11 Petition Date: November 6, 2006

Court: Central District Of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Vicki L. Schennum, Esq.
                  2677 North Main Street, Suite 320
                  Santa Ana, CA 92805
                  Tel: (714) 542-1411
                  Fax: (714) 558-7435

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Jiansu Guao Tai                  Purchase-China        $348,377
9th Floor, Guotai Building
Renmin Road, Zhangiagang
Jiangsu 215600
China

Ningbo Home-Dollar Imp. & Exp.   Purchase-China        $163,578
69 Guang Yuang Road
Jiangbei District
Ningbo 315033
China

AMB Property LP                  Rent                  $121,932
P.O. Box 301112
Los Angeles, CA 90030

Transportation Solutions, Inc.   Freight               $113,868
285 Country Club Drive
Stockbridge, GA 30281

Ningbo Stepower Houseware Co.    Purchase-China        $107,930
No. 14a1, Donghai Shuguang
Building
No. 455 East Zhongshan Road
Ningbo, China

Roadrunner Dawes                 Freight                $66,706

Ree-Cee Trading Co. Ltd.         Purchase-China         $37,913

Chinatop Enterprises Co., Ltd.   Purchase-China         $36,859

CSI Express Line Inc.            Duty/Dock Fees         $36,280

CIT Capital (Bankers Direct)     Office Exp.            $34,189

Chinapack Ningbo Imp./Exp. Co.   Purchase-China         $30,622

Yangjiang Yuzbong Daily Art.     Purchase-China         $29,218

USF Reddaway                     Freight                $27,611

Hangzhou Tianyuan Arts & Craft   Purchase-China         $26,491

Anhui New Dragon I/E Corp.       Purchase-China         $24,370

Hainan Econ Company              Purchase-China         $24,323

Consumer Product Safety          Litigation Penalty     $22,733

Jiangsu Guo Tai International    Purchase-China         $18,994

Stickerking/Tatooking, Inc.      Purchase-Local         $18,448

Ningbo Wins Handicraft Co. Ltd.  Purchase-China         $17,812


STONECREST MEDICAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Stonecrest Medical Promenade, LLC
        8225 Mall Parkway
        Lithonia, GA 30038

Bankruptcy Case No.: 06-74435

Chapter 11 Petition Date: November 7, 2006

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: Dorna Jenkins Taylor, Esq.
                  Taylor & Tew P.C.
                  Suite 500
                  1401 Peachtree Street
                  Atlanta, GA 30309
                  Tel: (404) 870-3560
                  Fax: (404) 745-0136

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


STRUCTURED ASSET: Fitch Cuts Rating on Class B3 Certificates to BB
------------------------------------------------------------------
Fitch Ratings has taken rating actions on these Structured Asset
Securities Corp. Amortizing Residential Collateral Trust
residential mortgage-backed certificates:

  Series 2002-BC7

     -- Class A1 affirmed at 'AAA';
     -- Class M1 affirmed at 'AA+';
     -- Class M2 affirmed at 'AA';
     -- Class M3 affirmed at 'AA-';
     -- Class M4 affirmed at 'A+';
     -- Class M5 affirmed at 'A';
     -- Class M6 downgraded to 'BBB+' from 'A-';
     -- Class B1 downgraded to 'BB+' from 'BBB+';
     -- Class B2 downgraded to 'BB' from 'BBB';
     -- Class B3 downgraded to 'BB' from 'BBB-'.

  Series 2002-BC10

     -- Class M2 rated 'A' is placed on Rating Watch Negative;
     -- Class M3 rated 'BBB+' is placed on Rating Watch Negative.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$56.5 million of outstanding certificates.  CE is in the form of
subordination, overcollateralization and excess spread.  The
negative rating actions, affecting approximately $5.4 million of
outstanding certificates, reflect deterioration in the
relationship between CE and expected losses due to higher-than-
expected delinquencies and losses as well as OC below its target
amount.

Approximately 44% of the pool for series 2002-BC7 is more than 60
days delinquent (including loans in Bankruptcy, Foreclosure and
Real Estate Owned).  The OC amount is currently $500,470 below its
target amount of $3,310,137.  In four of the past six months, the
excess spread has not been sufficient to cover the monthly losses
incurred. Cumulative losses as a percent of the original
collateral balance are 2.1%.

Approximately 34% of the pool for series 2002-BC10 is more than 60
days delinquent (including loans in Bankruptcy, Foreclosure and
Real Estate Owned).  The OC amount is currently $475,171 below its
target amount of $3,209,598.  In four of the past six months, the
excess spread has not been sufficient to cover the monthly losses
incurred.  Cumulative losses as a percent of the original
collateral balance are 1.3%.

The transactions are seasoned 49 (series 2002-BC7) and 46 (series
2002-BC10) months and the pool factor (current mortgage loan
principal outstanding as a percentage of the initial pool) for
both series is 8%.

The mortgage pools consists of fixed and adjustable rate, fully
amortizing and balloon, first and second lien conventional
residential mortgage loans having an original term of no more than
30 years.  The mortgage loans were originated or acquired by
various originators or their correspondents in accordance with
such originator's respective underwriting standards and guidelines
and are master serviced by Aurora Loan Services, Inc., which is
rated 'RMS1-' by Fitch.


STRUCTURED ASSET: Fitch Puts BB+ Rating on $4.5MM Class B1 Certs.
-----------------------------------------------------------------
Structured Asset Securities Corporation mortgage pass-through
certificates, series 2006-GEL4, is rated by Fitch Ratings:

     -- $247,956,000 classes A1, A2, and A3 'AAA';
     -- $29,437,000 classes M1 and M2 'AA+';
     -- $5,823,000 class M3 'AA';
     -- $5,823,000 class M4 'AA-';
     -- $5,176,000 class M5 'A+';
     -- $5,176,000 class M6 'A';
     -- $3,882,000 class M7 'A-';
     -- $5,985,000 class M8 'BBB'; and
     -- $4,529,000 class B1 'BB+'.

The 'AAA' rating on the class A certificates reflects the 24.35%
credit enhancement provided by the 7.00% class M1, the 2.10% class
M2, the 1.80% class M3, the 1.80% class M4, the 1.60% class M5,
the 1.60% class M6, the 1.20% class M7, the 1.85% class M8, the
1.40% class B1, and the 1.40% class B2 (not rated by Fitch), along
with overcollateralization.  The initial OC amount is 1.60%
growing to a target OC of 2.60%.  In addition, the ratings on the
certificates reflect the quality of the underlying collateral, and
Fitch's level of confidence in the integrity of the legal and
financial structure of the transaction.

The mortgage pool consists of fixed- and adjustable-rate mortgage
loans secured by first and second liens on one- to four-family
residential properties, with an aggregate principal balance of
$323,491,285.  As of the cut-off date, Oct. 1, 2006, the mortgage
loans had a weighted average loan-to-value ratio of 82.14%,
weighted average coupon of 7.599%, weighted average remaining term
to maturity of 340 months and an average principal balance of
$178,823.  Single-family properties account for approximately
75.03% of the mortgage pool, condos 11.85%, and two- to four-
family properties 6.33%.  The three largest state concentrations
are California (17.48%), Florida (12.21%), and Texas (5.09%).

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

Structured Asset Securities Corporation deposited the loans into
the trust, which issued the certificates, representing beneficial
ownership in the trust.  For federal income tax purposes, the
Trust will consist of multiple real estate mortgage investment
conduits.  U.S. Bank National Association will act as trustee.
Aurora Loan Services LLC, rated 'RMS1-' will act as master
servicer for this transaction.


TALECRIS BIOTHERAPEUTICS: S&P Assigns 'B+' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Talecris Biotherapeutics Inc.

The rating outlook is stable.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to Talecris' $1.2 billion senior secured term loan due
2013.  The loan was rated 'BB-' with a recovery rating of '1',
indicating a high expectation for full recovery of principal in
the event of a payment default.

The company's $250 million asset based lending facility due 2011
is unrated.

The corporate credit rating on Talecris is based on the company's
solid position in the blood plasma-derived biopharmaceutical
industry, highlighted by its two best-selling products, as well as
the industry's healthy growth prospects and relatively high
barriers of entry.

These factors are offset by the company's short operating track
record as an independent entity, high debt leverage, and heavy
capital investments expected over the intermediate term.

Talecris is a biopharmaceutical company that develops,
manufactures, and markets plasma-derived and recombinant protein
therapeutics.


TOWER RECORDS: Taps Keen Realty as Special Real Estate Consultant
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in MTS Inc. dba
Tower Records and its debtor-affiliates' chapter 11 cases asks the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Keen Realty LLC, as their special real estate
consultant.

Keen Realty specifically will provide analysis and valuation of
the Debtors' 89 real property leases.

Additionally, Keen Realty will:

     a) provide the committee, by mail, with a desktop
        spreadsheet report analyzing and evaluating the value or
        liability associated with the Debtors leases, including a
        summary of the basis for value and liability set forth in
        the report and certain owned properties if designated in
        writing by the committee; and

     b) present the report to the committee outlining its
        estimate as to the value or liability of each of the
        evaluation properties and of the portfolio as a whole by
        Oct. 3, 2006, 12:00 noon (PST).  Keen's valuation shall
        be based upon analysis of the market, review of the lease
        documents and upon its exercise of its professional
        judgment.  It is not anticipated that Keen will inspect
        any of the locations.

The Debtors will pay Keen Realty $20,000 for this engagement.

Matthew Bordwin, principal and executive vice president, assures
the Court that his firm does not hold any interest adverse to the
Debtors, its estate or creditors.

Mr. Bordwin can be reached at:

     Matthew Bordwin
     Keen Realty LLC
     60 Cutter Mill Road, Suite 214
     Great Neck, NY 11021
     Phone: 516-482-2700
     Fax: 516-482-5764
     http://www.keenconsultants.com/

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.


WCI STEEL: Earns $11.8 Million in Quarter Ended September 30
------------------------------------------------------------
WCI Steel Inc. reported net income of $11.8 million for the
quarter ending Sept. 30, 2006.  EBITDA was $85 per ton,
significantly exceeding the company's prior guidance.

On May 1, Reorganized WCI Steel purchased all the assets of the
former WCI Steel Inc. as part of its plan of reorganization.
Revenues for the quarter totaled $237.2 million, 39% higher than
in the same period last year for Old WCI.

For the quarter, the company reported:

   * Shipments of 321,000 tons,

   * Revenues from product sales of $232.2 million, or
     $723 per ton,

   * EBITDA of $27.3 million, or $85 per ton,

   * Operating income of $22.6 million, or $70 per ton, and

   * Net income of $11.8 million prior to the accrued
     PIK preferred dividend, or $37 per ton.

Patrick G. Tatom, president and chief executive officer, said the
quarterly results demonstrated that WCI Steel has successfully
reorganized and is well positioned as a strong custom flat-rolled
producer.

"We are very pleased with our performance to date and appreciate
the contributions of our employees and the support of our
customers," Mr. Tatom said.

"Our shipments for the quarter were in line with the prior
guidance; however, our EBITDA of $85 per ton substantially
exceeded the prior forecasted range of $50 to $60 per ton."

Mr. Tatom added, "The quarter benefited by good demand in our key
markets, a higher-value mix, generally robust prices and solid
operations.  Our results also reflected the benefits of
operational efficiency and cost reduction made possible by the new
work systems under our new collective bargaining agreement."

Cynthia B. Bezik, chief financial officer, noted, "Our liquidity
remains strong.  At the end of September, we had $5.8 million of
cash on hand and $19.8 million borrowed under the $150 million
revolving credit facility.  Our borrowings under the revolving
credit facility increased by only $4.3 million since June 30,
reflecting the seasonal build-up of raw materials.

"We anticipate that our borrowing under the credit facility will
increase to about $45 million at year-end, primarily due to our
planned capital spending program and the continuation of normal
seasonal build-up of iron ore pellets for the winter."

                       Capital Expenditures

As previously announced, WCI Steel is investing $66 million in two
major capital projects, a walking beam slab reheat furnace at the
hot strip mill, which will be operational early in 2008, and a
baghouse system to meet new federal air quality standards to be
operational in April 2007.  During the quarter, WCI Steel spent
$7.8 million in capital, primarily related to these two projects.

In November 27, WCI Steel will decommission one of the three
pusher-style furnaces in the hot strip mill to allow construction
to commence on the new walking beam furnace early in 2007.
Capital spending in the final quarter of the year is currently
forecasted at about $15 million.

                              Outlook

"Distributor inventory positions that reached 3.8 months-on-hand
in September, high import levels in recent months and downward
adjustments to automotive build schedules will impact our markets
throughout the fourth quarter," Mr. Tatom said.

As a result, WCI Steel currently plans to ship approximately
260,000 tons in the final quarter of 2006, a decrease of 50,000
tons, or about 16%, compared with earlier expectations.

Calendar year 2006 shipments are anticipated to total 1,269,000
tons.  By comparison, Old WCI shipped 1,194,000 tons in calendar
year 2005 and 1,108,000 tons in calendar year 2004.

Mr. Tatom noted that WCI Steel has undertaken a variety of actions
in response to a slowing market, including:

   * accelerating planned maintenance programs and emphasizing
     ongoing training efforts related to the new work systems,

   * cutting front-end production to match the order book,

   * considering potential outages in finishing operations in
     November and December, and

   * reducing overtime within the operations and implementing
     additional spending controls.

As a result of lower shipments, reduced pricing, and additional
planned maintenance, it is currently expected that EBITDA per ton
shipped for the fourth quarter will be between $40 and $50 per
ton.

WCI's preliminary estimate of its steel shipments for 2007 remains
at 1,250,000 tons, slightly less than the projected 2006 calendar
year level due to production outages related to the capital
program.  Once the walking beam furnace is operational in 2008,
shipments are expected to approach 1.4 million tons.

"With a solid financial position, a focus on niche markets and
improved efficiencies from our new work systems, WCI Steel is
well-positioned to grow and build shareholder value," Tatom said.

                      Background Information

On May 1, WCI Steel issued $100 million senior secured notes,
received $50 million in cash for the issuance of 5 million
preferred shares, and was obligated to issue 4 million shares of
common stock to the creditors of Old WCI as bankruptcy claims are
resolved.

As of September 30, WCI Steel had distributed 3.8 million shares
of common stock and expects to distribute the remainder by the
first quarter of 2007.

The 5 million shares of preferred stock have a 10% "payment-in-
kind" dividend, payable semi-annually on November 1 and May 1.
The Nov. 1, 2006, PIK dividend is payable to shareholders of
record as of Sept. 15, 2006.  The preferred stock converts into
common stock at a 1.2 ratio no later than May 1, 2008.  Assuming
conversion of the 5 million shares of preferred stock as of
Sept. 30, 2006, and the 4 million shares of common stock, WCI
Steel has approximately 10.3 million common shares outstanding on
a fully diluted basis.

Under the Indenture for the $100 million of senior secured notes,
WCI Steel plans to exchange the notes with new notes with similar
terms that will be registered with the Securities and Exchange
Commission in the second quarter of 2007 and, at that time, the
company expects to begin to file periodic financial reports with
the SEC.

                          About WCI Steel

Warren, Ohio-based WCI Steel Inc. (OTC: WCIS.PK) --
http://www.wcisteel.com/-- is an integrated steel maker producing
185 grades of flat-rolled custom and commodity steel products.
Its products include high carbon, alloy, ultra high strength, and
heavy-gauge galvanized steel.  Major customers are steel
converters, processors, service centers, construction product
companies, and to a lesser extent, automobile manufacturers.

WCI Steel filed for chapter 11 protection on Sept. 16, 2003
(Bankr. N.D. Ohio Case No. 03-44662) and emerged from chapter 11
in May 2006, under a plan proposed by 17 Noteholders led by
Harbinger Capital Partners Master Fund I, Ltd., that gave the
Noteholders $100,000,000 in new 8% Secured Notes and more than 98%
in equity of the reorganized steel company.

                           *     *     *

WCI Steel Inc. carries Moody's Investors Service's C Senior
Unsecured Debt Rating.


WESTPOINT STEVENS: Judge Defers Case Dismissal Hearing to Dec. 14
-----------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York further adjourns the hearing on
WestPoint Stevens, Inc., and its debtor-affiliates' request to
dismiss their Chapter 11 cases to Dec. 14, 2006, at 10:00 a.m.,
Eastern Time.

The Court previously rescheduled the hearing for Oct. 26, 2006.

As reported in the Troubled Company Reporter on Aug. 16, 2005, the
Debtors informed the Court that they have no ongoing business
operations and are administratively insolvent, thus, confirmation
of a chapter 11 plan is impossible in accordance with the
Bankruptcy Code.

The Debtors believed that a chapter 7 conversion is not advisable
because it will increase administrative cost to the estate and
require the appointment of a chapter 7 trustee.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc. --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 70; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WESTPOINT STEVENS: Rockvale Asks to Compel $401,194 Admin. Payment
------------------------------------------------------------------
Rockvale Outlet Center, LP, asks the U.S. Bankruptcy Court for the
Southern District of New York to direct Westpoint Stevens Inc. and
its debtor-affiliates to pay it $401,194 as administrative
expenses plus reasonable attorney's fees in relation to the
Rockvale Lease in Pennsylvania.

WestPoint Stevens Stores, Inc., as successor-in-interest to
WestPoint Pepperell Stores, Inc., operated an outlet store as
tenant under a lease dated Aug. 27, 1993, with Rockvale Outlet
Center, LP, as landlord.

The leased space is located at 35 S. Willowdale Drive, Lancaster,
Pennsylvania.

Before the Lease expired in October 2004, the Debtors:

   * sought and obtained Court approval to assume the Rockvale
     Lease; and

   * renewed the Lease for an additional three years, from
     Nov. 1, 2004, through Oct. 31, 2007, with a $95,000 yearly
     minimum base rent, payable in monthly installments.

On July 8, 2005, the Court approved the sale of substantially all
of the Debtors' assets to an indirect subsidiary of American Real
Estate Partners, L.P., and the Debtors announced that they would
wind down their bankruptcy estates.

Constantine D. Pourakis, Esq., at Stevens & Lee, P.C. in New
York, relates that, as part of the sale, the Debtors agreed to
assume and assign certain leases to the purchaser.  However,
Rockvale's Lease was not included in the list filed in Court.
Therefore, Mr. Pourakis asserts, the Rockvale Lease remained
property of the Debtors.

In August 2005, WestPoint ceased operations at the Rockvale
Premises and stopped paying rent, Mr. Pourakis tells the Court.

Mr. Pourakis contends WestPoint breached the terms of the assumed
Lease by vacating the Premises and stopping rent payments.
Therefore, Rockvale is entitled to payment as an administrative
expense priority pursuant to Section 503(b)(1) of the Bankruptcy
Code.

                       Beal Bank Objects

Beal Bank, S.S.B., a successor first lien agent and collateral
trustee, does not object to the allowance of Rockvale's claim for
the amount due under the Lease, but to the immediate payment of
the Claim due to the limited amount of assets available to pay
the expenses.

All of the assets of the estate are encumbered by a lien in favor
of the First Lien Lenders, followed by a lien in favor of the
Second Lien Lenders, Gregory G. Hesse, Esq., at Jenkens &
Gilchrist, in Dallas, Texas, explains.  Hence, Rockvale's
administrative expense claim is behind and subordinate to the
payment of the First Lien Agent's fees and expenses.

Beal Bank, therefore, asks the Court to delay any payment of
Rockvale's Claim until the payment of all of the First Lien
Agent's fees and expenses.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc. --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 70; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WILLOWBEND NURSERY: Creditors' Panel Wants Goldman as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Willowbend
Nursery, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Ohio for permission to retain
Goldman & Rosen, Ltd., as its counsel.

The Committee wants Goldman & Rosen to provide legal services at
the regular hourly rates applicable when these services are
rendered.  The current hourly rates charged by Goldman & Rosen's
professionals are:

          Professional                  Hourly Rate
          ------------                  -----------
          Marc P. Gertz, Partner           $250
          Michael A. Steel, Partner        $210
          James R. Russell, Associate      $150
          Peter G. Tsarnas, Associate      $150
          Paralegal                         $60

Goldman & Rosen has received a $7,500 retainer for their services
prior to being fully engaged.  Members of the Committee paid for
the retainer.

The Committee assures the Court that Goldman & Rosen is a
"disinterested person" as that  phrase is defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Perry, Ohio, Willowbend Nursery, Inc. --
http://www.willowbendnursery.com/-- owns and operates a nursery
and grow quality bareroot plants & shrubs.  The Company and its
affiliates filed for chapter 11 protection on Sept. 20, 2006
(Bankr. N.D. Ohio Case No. 06-14353).  When the Debtors filed for
protection from their creditors, they listed estimated assets
between $1 million and $10 million and estimated debts between
$10 million and $50 million.  Andrew W. Suhar, Esq., was named as
Chapter 11 Trustee for the Debtors' estates pursuant to a request
filed by Fifth Third Bank, the Debtors' senior secured creditor.


XEROX CORPORATION: Moody's Eyes Upgrade on Ba1 Corporate Rating
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Xerox Corporation
and supported subsidiaries under review for possible upgrade.

Overall, Moody's believes that the combination of consistent
business execution, secured debt reduction, and positive operating
trends warrant the consideration of a rating upgrade.

Ratings under review for possible upgrade include:

   * Xerox Corporation

     -- Corporate Family Rating at Ba1
     -- Senior unsecured at Ba1, LGD3, 48%
     -- Senior unsecured shelf registration at Ba1, LGD3, 48%
     -- Subordinated at Ba2, LGD6, 94%
     -- Subordinated shelf registration at Ba2, LGD6, 94%
     -- Preferred shelf registration at Ba2, LGD6, 97%

   * Xerox Credit Corporation:

     -- Senior unsecured at Ba1 (support agreement from Xerox
        Corporation), LGD3, 48%

The rating review will focus on the prospects for

   (a) continued steady business execution, that includes
       equipment installation growth that provides the basis for
       ongoing post sale revenue streams;

   (b) overall modest revenue growth;

   (c) consistent operating profitability in the 8-9% range;

   (d) ongoing annual cash flow from operations in the $1 to
       $1.5 billion range;

   (e) continued reduction of secured debt, which reduction we
       expect should approximate $1 billion annually; and,

   (f) the maintenance of solid liquidity and continued
       discipline with respect to share repurchase activity which
       should funded with free cash flow generation.

Since Moody's changed the ratings outlook to positive in Sept.
2005, Xerox has continued to demonstrate good installation growth
throughout its product offering and, with a good product lineup.

At the same time, overall product mix has shifted slightly
downward, which has contributed to slight pressure on gross
margins, although they remain over 40%.  Consistent and well
managed operating expenses have contributed to operating margins
remaining in the 8% to 9% range.

Importantly, the company has continued to consistently reduce the
level of secured debt in its capital structure.  Since June 2005,
secured debt has been nearly cut in half to $2.3 billion and we
expect that this trend should continue.  Liquidity remains solid,
with cash balances of $1.6 billion at Sept. 2006 plus access to a
$1.25 billion unsecured revolving credit facility, for which
covenant room is expected to remain ample.

Xerox Corporation, headquartered in Stamford, Connecticut,
develops, manufactures and markets document processing systems and
related supplies and provides consulting and outsourcing document
management services.


* Cooley Godward Partner R. Sussman Joins TMA's Board of Directors
------------------------------------------------------------------
Ronald R. Sussman, a partner in Cooley Godward Kronish's industry-
leading Bankruptcy & Restructuring Practice, has been named to two
leadership positions within important associations in the
bankruptcy sector.

Mr. Sussman was re-elected to the Board of Directors at the
Turnaround Management Association's recent annual meeting in
Orlando, Florida.  He will serve a two-year term, after having
recently completed a first three-year term.  Mr. Sussman was also
recently elected Secretary/Treasurer of the Association of
Certified Turnaround Professionals.  He is also a member of the
Board of Directors of ACTP.

With international headquarters in Chicago, Illinois, the
Turnaround Management Association -- http://www.turnaround.org/--  
is the only international non-profit association dedicated to
corporate renewal and turnaround management.  TMA has 7,100
members in 38 regional chapters who comprise a professional
community of turnaround practitioners, attorneys, accountants,
investors, lenders, venture capitalists, appraisers, liquidators,
executive recruiters and consultants.

The Association of Certified Turnaround Professionals (ACTP) is
the sole international organization dedicated to developing,
monitoring and maintaining a program of certification for
professionals engaged in the turnaround, crisis management,
restructuring and renewal of troubled businesses, organizations
and associations.

Cooley Godward Kronish's Bankruptcy & Restructuring Practice
represents secured lenders, official and unofficial creditors'
committees, equity committees, employee and retiree committees,
tort committees, investors in distressed situations, debtors,
companies and governmental entities in the negotiation of complex
reorganizations. The group has handled major cases, including
litigations in the Enron, Montgomery Ward, Federated Department
Stores, Pacific Gas and Electric Company and USG Corporation
Chapter 11 cases.

                About Cooley Godward Kronish LLP

Cooley Godward Kronish's -- http://www.cooley.com/-- 550
attorneys have an entrepreneurial spirit and deep, substantive
experience and are committed to solving clients' most challenging
legal matters.  From small companies with big ideas to
international enterprises with diverse legal needs, Cooley Godward
Kronish has the breadth of legal resources to enable companies of
all sizes to seize opportunities in today's global marketplace.
The firm represents clients across a broad array of dynamic
industry sectors, including technology, life sciences, financial
services, retail and energy.

The firm has full-service offices in major commercial, government
and technology centers: Palo Alto, California; New York City; San
Diego, California; San Francisco, California; Reston, Virginia;
Broomfield, Colorado and Washington, DC.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
November 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate Update
         CityPlace Conference Center, Dallas, TX
            Contact: http://www.turnaround.org/

November 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Webinar "Second Lien Financing or Investing: Are
      There Opportunities for You?"
         TMA HQ, Chicago, IL
            Contact: http://www.turnaround.org/

November 10, 2006
   CEB
      Creditors' Remedies & Debtors' Rights
         San Francisco, CA
            Contact: http://www.ceb.com/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program
         St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program - Cost Containment Strategies
         St. Louis, MO
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Cocktail Reception Honoring the
      Bankruptcy Benches of the Southern &
      Eastern Districts of New York and New Jersey
      Association of the Bar of the City of New York
         New York, NY
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Sure-Fire Strategies for Destroying Value: An Expose of
      Common Errors, Oversights, and Missed Opportunties
      in Turnaround Management, Workouts, and Restructurings
         Marriott Downtown, Los Angeles, CA
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Reception with NYIC/NYTMA
         TBA, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

November 15, 2006
   LI TMA Formal Event
      TMA Australia National Conference
         Long Island, New York
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Arena
      Panel Discussion with Some of the Leading Investors
         Red Barn Restaurant, Westport, CT
            Contact: http://www.turnaround.org/

November 15-16, 2006
   EUROMONEY INSTITUTIONAL INVESTOR
      Asia Capital Markets Forum
         Island Shangri-La, Hong Kong
            Contact: http://www.euromoneyplc.com/

November 16, 2006
   BEARD AUDIO CONFERENCES
      KERPs and Bonuses under BAPCPA
         New Legal Strategies for Retaining Executives at Troubled
            Companies
               Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, WA
            Contact: 403-294-4954 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Life in the Bankruptcy Court with BAPCPA,
      A View from The Bench
         Oxford Hotel, Denver, CO
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround & Transaction of the Year
      Award Presentations
         Solera, Minneapolis, MN
            Contact: http://www.turnaround.org/

November 16-17, 2006
   STRATEGIC RESEARCH INSTITUTE
      8th Annual West Distressed Debt Investing Forum
         Venetian Resort Hotel Casino, Las Vegas, NV
            Contact: http://www.srinstitute.com

November 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast with Harry Nolan, Author of
      Airline without a Pilot - Lessons in Leadership
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

November 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The Brave New World of Selling Distressed Companies
         Mid-Day Club, Chicago, IL
            Contact: http://www.turnaround.org/

November 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      "Inherent Jurisdiction of the Courts"
      Dinner Event - Special Presentation by
      Madam Justice Juliana Topolniski
         Union Bank Inn, Edmonton, AB
            Contact: http://www.turnaround.org/

November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 23-24, 2006
   EUROMONEY CONFERENCES
      5th Annual China Conference
         China World Hotel
         Beijing, China
            Contact: http://www.euromoneyconferences.com/

November 27-28, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Thirteenth Annual Conference on Distressed Investing
      Maximizing Profits in the Distressed Debt Market
         The Essex House Hotel - New York
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint TMA Florida/ACG Tampa Bay Luncheon
      Buying and Selling a Troubled Company
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Some Do's and Don'ts in Investing in Turnarounds
         University Club, Milwaukee, WI
            Contact: http;//www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Industry Trends
         Jasna Polana, Princeton, NJ
            Contact: http://www.turnaround.org/

November 30, 2006
   EUROMONEY CONFERENCES
      Euromoney/DIFC Annual Conference
      Managing superabundant liquidity
         Madinat Jumeirah, Dubai
            Contact: http://www.euromoneyconferences.com/

November 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring Around Intellectual Property -
      Preserving Value When Trouble Lurks
         Carnelian Room, San Francisco, CA
            Contact: http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 1, 2006
   CEB
      Creditors' Remedies & Debtors' Rights
         Garden Grove, CA
            Contact: http://www.ceb.com/

December 4-5, 2006
   PRACTISING LAW INSTITUTE
      Mortgage Servicing & Default Management
         Washington, DC
            Contact: http://www.pli.edu/

December 5, 2006
   EUROMONEY CONFERENCES
      CFO Forum
         Hyatt Regency, Hangzhou, China
            Contact: http://www.euromoneyconferences.com/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Intellectual Property -
      Are You Overlooking Significant Value?
         5th Avenue Suites, Portland, OR
            Contact: http://www.turnaround.org/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Cash Management After The Storm:
      Near-Term Planning for Long-Term Business Success
         Sheraton, Metairie, LA
            Contact: http://www.turnaround.org/

December 8, 2006
   CEB
      Creditors' Remedies & Debtors' Rights
         Los Angeles / Century City, CA
            Contact: http://www.ceb.com/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

December 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA, AVF & CFA
         Georgia Aquarium, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lender's Panel
         University Club, Jacksonville, FL
            Contact: http://www.turnaround.org/

January 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lender's Panel Breakfast
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

January 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 17-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Wynn, Las Vegas, NV
            Contact: http://www.turnaround.org/

February 8-11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Certified Turnaround Professional (CTP) Training
         NY/NJ
            Contact: http://www.turnaround.org/

February 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA PowerPlay - Atlanta Thrashers
         Philips Arena, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 25-27, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Hyatt Regency, Denver, CO
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 8-9, 2007
   EUROMONEY
      Leveraged Finance Asia
         JW Marriott Hong Kong
            Contact: http://www.euromoneyplc.com/

February 21-22, 2007
   EUROMONEY
      Euromoney Pakistan Conference
      Perceptions & Realities
         Marriott Hotel, Islamabad, Pakistan
            Contact: http://www.euromoneyplc.com/

February 22, 2007
   EUROMONEY
      2nd Annual Euromoney Japan Forex Forum
         Mandarin Oriental, Tokyo, Japan
            Contact: http://www.euromoneyplc.com/

February 25-26, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Marriott Park City, UT
            Contact: http://www2.nortoninstitutes.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 1, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 2, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Bankruptcy Battleground West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

March 21-22, 2007
   EUROMONEY
      2nd Annual Vietnam Investment Forum
         Melia, Hanoi, Vietnam
            Contact: http://www.euromoneyplc.com/

March 21-22, 2007
   EUROMONEY
      Euromoney Indian Financial Market Congress
         Grand Hyatt, Mumbai, India
            Contact: http://www.euromoneyplc.com/

March 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "The Six Keys of Sustained Profitable Growth"
      Rodney Page, Senior Partner of Blue Springs Partners
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         JW Marriott, Washington, DC
            Contact: http://www.abiworld.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

April 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "Why Prospects Become Clients"
      Mark Fitzgerald, President of Sales Training Institute Inc
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

April 26-28, 2007
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Philadelphia, PA
            Contact: http://www.ali-aba.org

April 29 - May 1, 2007
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency Conference
      Zurich, Switzerland
            Contact: http://www.ibanet.org/

May 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA Atlanta Golf Outing
         White Columns, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

May 4, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton US Custom House, SDNY
         New York, NY
            Contact: http://www.abiworld.org/

May 7, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      9th Annual New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center
         New York, NY
            Contact: http://www.abiworld.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, WY
            Contact: http://www2.nortoninstitutes.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or www.turnaround.org

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, SC
            Contact: http://www.abiworld.org/

August 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
         Cambridge, MD
            Contact: http://www.abiworld.org/

September 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
         Las Vegas, NV
            Contact: http://www.abiworld.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, DC
            Contact: http://www.abiworld.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         JW Marriott Spa and Resort, Las Vegas, NV
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, MI
            Contact: http://www.abiworld.org/

August 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, FL
            Contact: http://www.abiworld.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
         Tucson, AZ
            Contact: http://www.abiworld.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      The Emerging Role of Corporate Compliance Panels
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      BAPCPA One Year On: Lessons Learned and Outlook
         Contact: http://www.beardaudioconferences.com
                  240-629-3300

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Distressed Market Opportunities
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation under the New
      Code
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Homestead Exemptions under BAPCPA
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Reverse Mergers-the New IPO?
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners and
      Litigators
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      When Tenants File -- A Landlord's BAPCPA Survival Guide
         Contact: http://www.beardaudioconferences.com
         240-629-3300

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***