TCR_Public/061109.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 9, 2006, Vol. 10, No. 267

                             Headlines

AGRICORE UNITED: Responds to Saskatchewan Wheat's Merger Offer
ALLIED HOLDINGS: Creditors' Panel Hires Lang as Special Counsel
ALLIED HOLDINGS: Wants to Amend And Assume Suntrust Leases
ANCHOR GLASS: Alpha Trustee Has Until Dec. 15 to Object to Claims
ANCHOR GLASS: Court Approves Compromise Deal with Encore

APOSTOLIC CHURCH: Case Summary & Six Largest Unsecured Creditors
BANKATLANTIC BANCORP: Fitch Holds Issuer Default Rating at BB+
BENCHMARK ELECTRONICS: Earns $29.3 Million in 2006 Third Quarter
BERTUCCI'S CORP: Moody's Assigns Loss-Given-Default Ratings
BRICKMAN GROUP: Groundmaster Deal Cues S&P's Revised Outlook

BROWN AND COLE: Case Summary & 20 Largest Unsecured Creditors
BUTLER ANIMAL: Moody's Assigns Loss-Given-Default Ratings
CA INC: Moody's Holds Ba1 Rating After Fiscal 2nd Quarter Results
CATHOLIC CHURCH: Davenport Will File Chapter 11 Plan Until Feb. 7
CB RICHARD: Launches 9-3/4% Senior Notes Solicitation Consent

CCS MEDICAL: Moody's Assigns Loss-Given-Default Ratings
CENTER FOR DIAGNOSTIC: Moody's Assigns Loss-Given-Default Ratings
CERADYNE INC: Earns $36.9 Million in Quarter Ended Sept. 30
CHARLES RIVER: Moody's Assigns Loss-Given-Default Ratings
CHEMED CORP: Reports $9.7 Million Net Income in Third Quarter

CHEMED CORP: Moody's Assigns Loss-Given-Default Ratings
CLEAR CHOICE: Unit's Funded Loan Volume Increases in October 2006
COLLINS & AIKMAN: Court Allows Rejection of Westland Lease
COLLINS & AIKMAN: Court Approves Settlement Pact with GECC
CONCENTRA OPERATING: Inks Pact to Sell First Notice to Innovation

CONCENTRA OPERATING: Moody's Assigns Loss-Given-Default Ratings
CRC HEALTH: Earns $1.7 Million in Second Quarter of 2006
CRC HEALTH: Moody's Assigns Loss-Given-Default Ratings
DANA CORP: Dana Credit Claims Filing Deadline Stretched to Dec. 7
DANA CORP: Inks Pact Modifying Tennessee Power Supply Contract

DAVID EDSTROM: Case Summary & 15 Largest Unsecured Creditors
DAVITA INC: Moody's Assigns Loss-Given-Default Ratings
DEREK ROLLE: Voluntary Chapter 11 Case Summary
DEVELOPERS DIVERSIFIED: Inks Joint Venture Deal with TIAA-CREF
DIAGNOSTIC IMAGING: Moody's Assigns Loss-Given-Default Ratings

DIXIE GROUP: Earns $2.6 Million in 2006 Third Quarter
EASTMAN KODAK: Proposed Sale Cues Moody's to Review Low-B Ratings
ENTERCOM COMMS: S&P Lowers Long-Term Corp. Credit Rating to BB-
EVANS INDUSTRIES: Ct. Approves Locke Liddell as Committee Counsel
EVERGREEN INT'L: Closes Purchase of 12% Senior Notes due 2010

EXTENDICARE INC: Intends to Complete Reorganization by Tomorrow
EXTENDICARE INC: Earns CDN$1.656 Million in Third Quarter of 2006
FHC HEALTH: Moody's Affirms B2 Corporate Family Rating
FIBERVISIONS DELAWARE: Moody's Assigns Loss-Given-Default Rating
FLEXTRONICS INT'L: Fitch Cuts Issuer Default Rating to BB+

FLYI INC: International Lease Wants Disclosure Statement Denied
FREDDIE MAC: S&P Places Class B-5 Certs' B Rating on Neg. Watch
FRIENDLY ICE CREAM: Moody's Assigns Loss-Given-Default Ratings
GE COMMERCIAL: Fitch Holds Low-B Ratings on Five Cert Classes
GENERAL MOTORS: Selling Hybrid Cars to Chinese Market in 2008

GENTIVA HEALTH: Earns $5.3 Million in Quarter Ended October 1
GENTIVA HEALTH: Moody's Assigns Loss-Given-Default Ratings
GLOBAL POWER: Hires AlixPartners LLC as Claims & Balloting Agent
GRAFTECH INTERNATIONAL: Moody's Assigns Loss-Given-Default Rating
GREENMAN TECH: Unit Wins Deal to Clean Iowa Scrap Tire Sites

HADEN INTERNATIONAL: Voluntary Chapter 7 Case Summary
HAI PHAM: Case Summary & 14 Largest Unsecured Creditors
HEALTHWAYS INC: Moody's Rates $600-Million Loans at Ba2
HERCULES INC: Moody's Assigns Loss-Given-Default Rating
HINES HORTICULTURE: Adds $11.1 Million Asset Impairment Charge

HINES HORTICULTURE: Sells Miami Properties to F&J for $12.5 Mil.
HOLLINGER INC: Subsidiary Sells Toronto Property for $9.8 Million
HOVNANIAN ENTERPRISES: Warns of Losses in 2006 Fourth Quarter
IMMUNE RESPONSE: Issues 13 Million Common Shares for PR Services
INT'L FINANCIAL: Case Summary & Three Largest Unsecured Creditors

JETBLUE AIRWAYS: Moody's Rates Class B-1 Certificates at Ba3
JLG INDUSTRIES: Launches 8-1/4% Sr. Notes Offers & Solicitations
KB HOME: U.S. Bank Issues Notice of Default on Senior Notes
KIRKLAND KNIGHTSBRIDGE: Wants MacConaghy as Bankruptcy Counsel
KIRKLAND KNIGHTSBRIDGE: Selects Sugarman as Special Accountant

KRATON POLYMERS: Moody's Assigns Loss-Given-Default Rating
KRONOS INTERNATIONAL: Moody's Assigns Loss-Given-Default Rating
L'EAU LLC: Involuntary Chapter 11 Case Summary
LB-UBS: Moody's Affirms Junk Rating on $3.9MM Class N Certificates
LEESA NASCIMENTO: Voluntary Chapter 11 Case Summary

LYONDELL CHEMICAL: Moody's Assigns Loss-Given-Default Rating
MAIN STREET: Chapter 11 Trustee Hires Berger Singerman as Counsel
MAIN STREET: Meeting of Creditors Scheduled on December 4
MATRIA HEALTH: Successfully Amends First Lien Credit Facility
MAYCO PLASTICS: Ct. OKs Kurtzman Carson as Claims & Noticing Agent

MCKESSON CORP: To Acquire Per-Se Technologies for $1.8 Billion
MCKESSON CORP: $1.8-Bil. Buyout Cues Moody's to Affirm CFR at B1
MORGAN STANLEY: S&P Puts 'BB' Ratings on Positive Creditwatch
MOSAIC COMPANY: Fitch Rates Proposed Senior Unsecured Notes at BB
MOSAIC COMPANY: Moody's Places B1 Rating on Proposed $1BB Loan

MRS. FIELDS: Moody's Assigns Loss-Given-Default Ratings
NANTUCKET CBO: Moody's Junks Rating on $57 Million Senior
NATHAN MCMULLEN: Voluntary Chapter 11 Case Summary
NATIONSLINK FUNDING: Moody's Rates $15-Mil. Class J Certs at B3
NEW YORK RACING: Gets Court's Initial OK on Weil Gotshal Retention

NEW YORK RACING: Taps Hinman Straub as Special Legislative Counsel
NOMURA ASSET: S&P Puts B-Rated Class 1-B-5 Loan on CreditWatch
NORTEL NETWORKS: Appoints Dr. Kristina M. Johnson to Board
NORTEL NETWORKS: Posts $99 Million Net Loss in 2006 Third Quarter
NORTH AMERICAN: Extends 9% Senior Notes Offering to November 24

NORTHWEST AIRLINES: Bombardier & Embraer Aircraft Purchase Okayed
NORTHWEST AIRLINES: Wants to File Microsoft Accord Under Seal
NRG ENERGY: S&P Affirms B+ Corp. Credit Rating with Stable Outlook
ONEIDA LTD: July 29 Balance Sheet Upside-Down by $58.5 Million
PANAVISION INC: AFM Buyout Cues Moody's to Affirm B2 Rating

PBG AIRCRAFT: S&P Pares Rating on Class B Notes to B From BB
PER-SE: McKesson Buyout Offer Cues Moody's to Affirm Rating at B1
PETER LOMBARDI: Case Summary & Five Largest Unsecured Creditors
PIERRE FOODS: Buys Zartic Inc.'s Assets for $94 Million
PORTRAIT CORP: Creditors' Panel Hires Stroock & Stroock as Counsel

PORTRAIT CORP: Panel Hires Peter Solomon Co. as Financial Advisor
PROBUILT CONSTRUCTION: Case Summary & 3 Largest Unsec. Creditors
PSYCHIATRIC SOLUTIONS: FHC Deal Cues Moody's to Affirm CFR at B1
PSYCHIATRIC SOLUTIONS: S&P Rates Amended $650 MM Sec. Debts at B+
RADIATION THERAPY: Moody's Assigns Loss-Given-Default Ratings

RADIOLOGIX INC: Moody's Assigns Loss-Given-Default Rating
RADNET MANAGEMENT: Moody's Assigns Loss-Given-Default Ratings
RAIT CRE: Fitch Rates $35 Mil. Class J Floating Rate Notes at BB
REAL MEX: Moody's Assigns Loss-Given-Default Ratings
RES-CARE INC: Moody's Assigns Loss-Given-Default Ratings

ROTECH HEALTHCARE: Moody's Assigns Loss-Given-Default Ratings
ROWE COMPANIES: Selects Tyler Bartl as Conflicts Counsel
SAGITTARIUS RESTAURANTS: Moody's Assigns LGD Ratings
SAINT VINCENTS: Court Approves Venable as Special Counsel
SAINT VINCENTS: Tort Panel Wants Godward Kronish as Counsel

SASKATCHEWAN WHEAT: Offers Merger Deal to Agricore United
SBARRO INC: Moody's Assigns Loss-Given-Default Ratings
SCALES FISHOUSE: Case Summary & 18 Largest Unsecured Creditors
STANDARD PARKING: Earns $4.5 Million in Third Quarter 2006
SUPERIOR ENERGY: Earns $55.2 Million in 2006 Second Quarter

TECHNICAL OLYMPIC: Balks at Deutsche's Guaranties Payment Demand
TELCOM USA: Proofs of Claim Filing Period Ends on November 13
THOMPSON & WALTERS: Selling Nursery Grounds on November 17
TRIBUNE CO: Ousts LA Times Editor Dean Baquet
TRW AUTOMOTIVE: Fitch Says Low-B Ratings Unaffected by Stock Deals

TWC HOLDINGS: S&P Junks Corporate Credit Rating
UNO RESTAURANT: Moody's Assigns Loss-Given-Default Ratings
U.S. ENERGY: Denies Countryside Canada's Default Claims
VESTA INSURANCE: Committee Seeks Court's OK on Salary Reduction
VESTA INSURANCE: Gaines to Execute Non-Insider Worker Bonus

VICORP RESTAURANTS: Moody's Assigns Loss-Given-Default Ratings
VOLUME SERVICES: Moody's Assigns Loss-Given-Default Ratings
WASHINGTON MUTUAL: Moody's Rates Class B Certificates at Ba1
WAVE WIRELESS: Wants to Sell Repair Business Assets for $150,000
WAVE WIRELESS: Wants to Use Cash Collateral to Pay Operation Costs

WINSTAR COMMS: Chapter 7 Trustee Wants to Hire ESB as Accountants
WORNICK CO: Uncertainty Over Waiver Cues S&P to Junk Rating
XM SATELLITE: Posts $84 Mil. Net Loss in Quarter Ended Sept. 30
ZIFF-DAVIS: Moody's Affirms Corporate Family Rating at Caa1

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

                             *********

AGRICORE UNITED: Responds to Saskatchewan Wheat's Merger Offer
--------------------------------------------------------------
Agricore United Limited's Board of Directors will be meeting to
consider the unsolicited proposal of Saskatchewan Wheat Pool Inc.
to purchase all of Agricore's outstanding Limited Voting Common
Shares, Convertible Unsecured Subordinated Debentures (excluding
debentures held by U.S. residents) and Series A Convertible
Preferred Shares.

Agricore said that in the meantime, it will not comment on the
offers and will not speculate as to any future course of action it
might take.  The company urged shareholders not to tender their
securities pending completion of their review and recommendation
from the Board.

Under Saskatchewan's offer, the Pool would merge with Agricore on
the basis of each outstanding Limited Voting Common Shares of
Agricore being exchanged for 1.35 common shares of Saskatchewan
Wheat Pool, each outstanding $1,000 principal of Convertible
Unsecured Subordinated Debentures of Agricore being exchanged for
180 common shares of Saskatchewan Wheat Pool and each outstanding
Series A Convertible Preferred Share being acquired for $24 in
cash.  The Limited Voting Common Share exchange ratio, based on
trading prices at the close of business on Nov. 7, 2006,
represents a premium of approximately 13% to Agricore
shareholders.  In addition to the premium offered directly to
Agricore shareholders and the proportionate sharing of synergies,
Agricore would significantly de-lever its balance sheet.

                    About Saskatchewan Wheat

Based in Regina, Canada, Saskatchewan Wheat Pool Inc. (TSX:SWP) --
http://www.swp.com/-- is a publicly traded agribusiness.
Anchored by a prairie-wide grain handling and agri-products
marketing network, the Pool channels Prairie production to end-use
markets in North America and around the world.

                     About Agricore United

Headquartered in Winnipeg, Manitoba, in Canada, Agricore United
Limited -- http://www.agricoreunited.com/-- is an agri-business
with extensive operations and distribution capabilities across
western Canada.  The Company's operations are diversified into
sales of crop inputs and services, grain merchandising, livestock
production services and financial services.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2006,
Moody's Investors Service confirmed its Ba3 Corporate Family
Rating for Agricore United Ltd. in connection with its
implementation the Probability-of-Default and Loss-Given-Default
rating methodology for the U.S. Consumer Products, Beverage, Toy,
Natural Product Processors, Packaged Food Processors, and
Agricultural Cooperative sectors.

In August 2006, Moody's assigned a Ba3 rating to new senior
secured credit facilities for Agricore United and AU Holdings
Inc., a Ba2 rating to Agricore United's $525 million senior
secured revolving credit, and a Ba3 corporate family rating.
Moody's also assigned an SGL-2 speculative grade liquidity rating
to Agricore United.  The outlook on all ratings is stable.


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

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

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

As reported in the Troubled Company Reporter on Oct. 31, 2006, the
Creditors' Committee previously obtained Court approval to retain
Fasken to represent the Committee's interests in all Canadian
matters during the pendency of the Debtors' bankruptcy cases.
Sheryl E. Seigel, Esq., then head of Fasken's bankruptcy and
insolvency practice, was responsible for the Committee's
representation.

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

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

This includes:

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

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

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

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

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

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

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

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

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

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

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


ALLIED HOLDINGS: Wants to Amend And Assume Suntrust Leases
----------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia to approve
the amendment and assumption of certain lease agreements with
SunTrust Leasing Corporation.

BancBoston Leasing, Inc., leased certain truck tractors and car-
haul trailers to Allied Systems, Ltd. (L.P.) pursuant to:

    * a master equipment lease dated June 30, 1998; and
    * lease supplements nos. 6 and 7, each dated May 17, 1999.

Allied Holdings, Inc., agreed to be liable for the payment and
performance of all Allied Systems' Lease obligations pursuant to
an equipment lease guaranty dated June 29, 1998.  The Lease
Supplements were later assigned to SunTrust Leasing.

Ezra H. Cohen, Esq., at Troutman Sanders LLP, in Atlanta, Georgia,
related that the Master Lease and Lease Supplements provide for,
among other things:

    -- the lessee's option to purchase the equipment at the end of
       the seven-year term for a purchase price equal to 25% of
       the lessor's acquisition cost;

    -- the return of the Equipment to the Lessor at the conclusion
       of the seven-year term if the Lessee does not exercise its
       purchase option;

    -- the Lessor's sale of the Equipment if it is returned at the
       end of the lease term; and

    -- a "terminal rental adjustment clause", which states that if
       the equipment is returned to the Lessor and sold, a one-
       time lump-sum adjustment will be due based on the amount of
       the net sales proceeds for the Equipment.

The Lease Supplements expired on May 31, 2006.

The parties entered into a third amendment with respect to the
Lease Supplements, the terms of which include:

    (1) the Lessee will cure any rent defaults, including those
        arising prepetition;

    (2) the term of the lease will be extended for one year;

    (3) during the Extended Term, Lessee will pay monthly rent at
        the pre-expiry rate set forth in the Lease Supplements;

    (4) the Lessee's obligation to pay rent and any TRAC Amount
        will be an administrative expense; and

    (5) the TRAC Amount will be reduced by 87.5% of the rent paid
        during the Extended Term.

Mr. Cohen told the Court that the Lease Amendment will allow
continued use of the Equipment, which is used by the Debtors to
produce revenue.

Mr. Cohen added that having considered the appraised value of
comparable equipment and the cost of new equipment, the Debtors
believe that the TRAC Amount equates to less than the value of the
Equipment leased pursuant to the Lease Supplements.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


ANCHOR GLASS: Alpha Trustee Has Until Dec. 15 to Object to Claims
-----------------------------------------------------------------
The Honorable Alexander L. Paskay of the U.S. Bankruptcy Court for
the Middle District of Florida permits the Alpha Trustee appointed
in Anchor Glass Container Corporation's Second Amended Plan of
Reorganization to object to Class 5 Disputed Claims filed against
Anchor Glass, through and including Dec. 15, 2006, without
prejudice to the Alpha Trustee's right to seek another extension.

Pursuant to Anchor Glass' Plan of Reorganization, Samuel M.
Stricklin, as the Alpha Resolution Trustee, is responsible for
objecting to any Class 5 Disputed Claims and resolving any pending
objections to General Unsecured Claims.  Mr. Stricklin asked the
Court to extend his Claims Objection deadline through and
including January 29, 2007.

According to Edward J. Peterson, III, Esq., at Stichter, Riedel,
Blain & Prosser, P.A., in Tampa, Florida, an extension will help
ensure the Alpha Trustee has ample opportunity to fulfill his
obligations under the confirmed Chapter 11 Plan.

To date, the Alpha Trustee's attorneys have investigated the
validity of more than 1,000 General Unsecured Claims, and have
filed objections to hundreds of General Unsecured Claims that are
set for hearing in the next couple of months, Mr. Peterson
stated.

The Trustee's attorneys have also reached settlements on numerous
Disputed Claims, including the $6,000,000 claim filed by Encore
Glass, Mr. Peterson added.  The Trustee continues to research and
investigate the allowability of some claims.

The Alpha Trustee's attorneys have met with the Debtor's
representatives on several occasions and have coordinated with
Anchor Glass on the filing of objections, Mr. Peterson related.
In some instances, however, the Trustee is still awaiting
information or documents from Anchor Glass and will need to review
those materials before determining whether objections are
appropriate.

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


ANCHOR GLASS: Court Approves Compromise Deal with Encore
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Samuel M. Stricklin, as the Alpha Resolution Trustee
appointed pursuant to Anchor Glass Container Corporation's plan of
reorganization, to enter into the Settlement Agreement with Encore
Glass, Inc.

Encore and Mr. Stricklin had asked the Court to approve a
Compromise and Settlement Agreement resolving Encore's Claim No.
730 for $6,102,912.

The pertinent terms of the Settlement Agreement are:

    -- Encore will be entitled to a $15,000 distribution from the
       Alpha Trustee in full and final satisfaction of any and all
       claims against Anchor Glass Container Corporation and the
       Alpha Resolution Trust;

    -- Within five days of receipt of the Distribution, Encore
       will dismiss its Appeal, which it filed in the Eleventh
       Circuit Court of Appeals, with prejudice; and

    -- Encore will have no further claims against the Debtor, the
       Alpha Resolution Trust, or the Alpha Trustee, and the Alpha
       Trustee will not be required to maintain any reserve for
       Claim No. 730.

The Settlement Agreement ends the risks and uncertainty of
litigation, the Alpha Trustee relates.  It will save the time and
expense of litigation.

"If this matter were litigated, it would deplete assets of the
Alpha Resolution Trust," the Alpha Trustee said.  "The cash
payment to Encore is approximately the amount that would be paid
to Encore if its Claim were to be allowed in the amount of
$150,000 to $225,000, depending upon other variables affecting the
amount of distribution."

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


APOSTOLIC CHURCH: Case Summary & Six Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: The Apostolic Church, USA
        1623 West Parmer Lane
        Austin, TX 78727

Bankruptcy Case No.: 06-11819

Type of Business: The Debtor is a religious organization.
                  The Debtor filed for chapter 11 protection on
                  Dec. 12, 2003 (Bankr. W.D. Tex. Case No. 03-
                  16045).

Chapter 11 Petition Date: November 11, 2006

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Stephen W. Sather, Esq.
                  Barron & Newburger, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, TX 78701
                  Tel: (512) 476-9103 Ext. 220
                  Fax: (512) 476-9253

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Femi Onabajo                       Loan                  $300,000
1623 Parmer Lane
Austin, TX 78727

Ezekiel Adejobi                    Loan                   $35,000
2074 Fieldview
Tracy, CA 95377

Mike Faulk                         Loan                   $19,000
8905 Joachim Lane
Austin, TX 78717

Stephen Onabajo                    Loan                   $11,000
6302 Eldridge View
Houston, TX 77083

Adetutu Adesanya                   Loan                    $8,000
1623 Parmer Lane
Austin, TX 78727

The Meadows at Chandler Creek      Fees                    $5,000
MUD
14050 Summit Drive, Suite 113
Austin, TX 78728-7101


BANKATLANTIC BANCORP: Fitch Holds Issuer Default Rating at BB+
--------------------------------------------------------------
Fitch has affirmed the ratings of BankAtlantic Bancorp, Inc., and
its subsidiaries.  The Rating Outlook remains Stable.  Fitch
affirms these ratings:

BankAtlantic Bancorp, Inc:

     -- Long-term Issuer Default Rating (IDR) and debt at 'BB+';
     -- Short-term issuer rating at 'B';
     -- Individual at 'C';
     -- Support at '5';
     -- Rating Outlook Stable.

BankAtlantic FSB:

     -- Long-term IDR at 'BB+';
     -- Long-term deposits at 'BBB-';
     -- Short-term deposits at 'F3';
     -- Short-term issuer rating at 'B';
     -- Individual at 'C';
     -- Support at '5';
     -- Rating Outlook Stable.

BBX's ratings reflect the company's solid capital, sound asset
quality, and strong core deposit base.  Conversely, BBX's
concentrated banking franchise and volatile revenue contribution
from its broker/dealer, Ryan Beck & Co. remain rating constraints.

On a stand-alone basis, BBX's bank unit results were modest due to
the elevated cost base, which has been inflated by the additional
expenditures associated with its branch expansion program.
Although management remains committed to its expansion strategy,
Fitch believes modifications may be necessary if core operating
performance does not improve.  On the positive side, the bank's
core deposit base has expanded over the past few years, spurred by
its deposit growth initiatives.  The bank continues to reduce its
reliance on non-deposit funding sources.  The loan portfolio
continues to exhibit sound asset quality, which is attributable to
solid underwriting standards.  Loan loss reserve levels are ample,
given historical levels of net chargeoffs and nonperforming loans.
The company's capital levels remain solid and support its present
business mix and risk profile.  BankAtlantic's regulatory capital
levels are above 'well capitalized' as defined by the regulators,
augmented by a considerable level of trust-preferred securities.
As such, BBX's Fitch capital ratio was a solid 9.94% at
Sept. 30, 2006.

BBX's recent earnings were affected by Ryan Beck's poor
performance.  The business segment reported three consecutive
quarter losses, reflecting weakness in its investment banking
activities, while operating costs remained elevated due to the
expansion of its capital markets and investment banking platforms.
Fitch believes there is limited strategic synergy between the
broker/dealer unit and BBX's banking business.  The company's
present ratings incorporate the volatile earnings of its Ryan Beck
unit.  Nonetheless, BBX's ratings would come under pressure should
it fail to improve its overall performance metrics.


BENCHMARK ELECTRONICS: Earns $29.3 Million in 2006 Third Quarter
----------------------------------------------------------------
Benchmark Electronics, Inc. reported $29.3 million of net income
for the quarter ended Sept. 30, 2006.  In the comparable period
last year, net income was $20.3 million.

Excluding restructuring charges and the impact of stock-based
compensation expense, the Company had net income before special
items of $30 million in the third quarter of 2006.

The Company generated sales of $770 million for the quarter ended
Sept. 30, 2006, compared to $561 million for the same quarter last
year.

"Our teams continued to deliver solid results during the quarter,
while running at record levels.  Our focus will be on working
capital metric improvements during upcoming quarters in addition
to our ongoing focus on volume ramps of programs," stated
Benchmark's President and CEO Cary T. Fu.

Third Quarter 2006 Financial Highlights

     -- Operating margin for the third quarter was 4.5% on a GAAP
        basis and was 4.6%, excluding restructuring charges and
        the impact of stock-based compensation expense.

     -- Cash flows used in operating activities for the third
        quarter were $12 million.

     -- Cash and short-term investments balance at September 30,
        2006 of $265 million.

     -- No debt outstanding.

     -- Accounts receivable balance at September 30, 2006 of
        $442 million; calculated days sales outstanding were 52
        days.

     -- Inventory of $532 million at September 30, 2006; inventory
        turns were 5.4 times.

Revenues for the fourth quarter of 2006 are expected to be between
$710 million and $740 million.

                       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.


BERTUCCI'S CORP: 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 Restaurant sector, the rating agency revised
its Caa1 Corporate Family Rating to B3 for Bertucci's Corporation,
and held its Caa1 rating on the company's 10.75% Senior Unsecured
Notes due 2008.  In addition, Moody's assigned an LGD4 rating to
those bonds, suggesting noteholders will experience a 67% loss in
the event of a default.

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

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

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

Based in Northborough, Massachusetts, Bertucci's Corporation --
http://www.bertuccis.com/-- operates 92 Bertucci's casual dining
pizza restaurants principally located in New England.


BRICKMAN GROUP: Groundmaster Deal Cues S&P's Revised Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on The
Brickman Group Ltd. to stable from positive.  At the same time,
the company's 'BB-' senior secured debt rating was withdrawn.

Existing ratings on the company, including the 'BB-' corporate
credit and 'B' subordinated debt ratings were affirmed.  About
$225 million of debt was outstanding at June 30, 2006.  For
analytical purposes, the rating agency views The Brickman Group
and Brickman Group Holdings Inc. as one economic entity.

"The outlook revision follows Brickman's announcement that it has
acquired substantially all of the assets of Groundmasters Inc., a
full-service landscape company headquartered in Loveland, Ohio,
with branch locations in Ohio, and Kentucky, for approximately
$52.8 million," said Standard & Poor's credit analyst Jean C.
Stout.

The transaction was financed with $40 million of borrowings under
the company's recently amended and upsized revolving credit
facility, a $5 million junior subordinated convertible note and
working capital.  Given the increased debt levels, and diminished
expectations for the continued strengthening of key credit
measures, the rating agency no longer expect an upgrade in the
near-to-intermediate term.

The ratings on Brickman continue to reflect its narrow business
focus, reliance on seasonal workers, and high debt burden.  These
factors are somewhat mitigated by the company's good position
within the highly fragmented commercial landscape maintenance
service market and by the favorable growth prospects in the
industry.

Brickman provides commercial landscape maintenance and design, and
snow removal services.  While Brickman is one of only a few
national providers, it is focused solely on the U.S.  market.
This market is highly fragmented, with more than 45,000 local and
regional competitors, and highly price competitive.  However, the
company's broad geographic presence and maintenance contracts with
diverse customers somewhat limit the risk from changes in a single
market, and provide a stream of recurring revenue.


BROWN AND COLE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Brown and Cole Stores, LLC
        1331 Commercial Street
        Bellingham, WA 98225

Bankruptcy Case No.: 06-13950

Type of Business: The Debtor is Washington state's oldest grocery
                  company, founded in 1909.  The Debtor currently
                  operates 27 supermarkets across the state.
                  See http://www.brownandcole.com/

Chapter 11 Petition Date: November 7, 2006

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Aimee S. Willig, Esq.
                  Armand J. Kornfeld, Esq.
                  Gayle E. Bush, Esq.
                  Katriana L. Samiljan, Esq.
                  Bush Strout & Kornfeld
                  601 Union Street, Suite 5500
                  Seattle, WA 98101-2373
                  Tel: (206) 292-2110
                  Fax: (206) 292-2104

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Charlies Produce                           $676,911
c/o Bob Viggers
P.O. Box 24606
Seattle, WA 98134

Washington State                           $600,000
Department of Revenue
P.O. Box 47478
Olympia, WA 98504

Department of Labor & Industries           $375,990
P.O. Box 34388
Seattle, WA 98124-1388

The News Group                             $263,423
3900 A Industry Drive East
Fife, WA 98424

Franz Family Bakeries                      $219,635
Gais Division, Suite 269
P.O. Box 5037
Portland, OR 97208

Service Paper                              $209,882

McKesson Drug Co.                          $194,553

Mission Foods                              $185,548

Coca Cola Co.                              $171,165

Draper Valley                              $159,628

Dreyers                                    $124,466

Bimbo Bakeries USA, Inc.                   $123,065

Marquez Brothers NW, Inc.                  $120,501

DPI Northwest                              $120,213

Pepsi Cola Bottling-Yakima                 $112,455

Dawn Food Products                         $111,473

Washington State Department of Revenue     $110,000

NABISCO                                    $105,062

Reser's Fine Foods                          $92,162

Benjamin News Group                         $83,240


BUTLER ANIMAL: Moody's Assigns Loss-Given-Default Ratings
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sector,
the rating agency confirmed its B2 Corporate Family Rating for
Butler Animal Health Holding Co. LLC.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
Senior secured
first lien revolver       B2        B1     LGD3        42%

Senior secured
first lien term loan      B2        B1     LGD3        42%

Senior secured second
lien term loan           Caa1      Caa1    LGD5        86%

Moody's 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 its 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% - 9%) to
LGD6 (loss anticipated to be 90% - 100%).

Dublin, Ohio-based Butler Animal Health Holding Co. LLC was
created by the combination of W.A. Butler Company LLC and Burns
Veterinary Supply Inc.  Butler AHHC's 100% owned operating
subsidiary, Butler Animal Health Supply LLC, serves over
29,000 veterinary clinics in all 50 states and distributes over
15,000 products for more than 300 vendors.  The Company operates
with 24 distribution centers and 11 telecenters.


CA INC: Moody's Holds Ba1 Rating After Fiscal 2nd Quarter Results
-----------------------------------------------------------------
Moody's Investors Service affirmed CA's Ba1 senior unsecured
rating and negative rating outlook following the company's
announcement of fiscal second quarter financial results and fiscal
2007 revised guidance.

On Nov. 2, 2006, CA reported Q2 fiscal 2007 results, including
client bookings and billings, which were below the company's and
Moody's expectations.

In addition, the company revised FY 2007 guidance for cash flow
from operations to a range of $900 million to $1 billion from a
prior $1.3 billion target, a nearly 30% reduction, and reported
its intention to reassess further share repurchases until it deems
financial performance has improved.

The company's Ba1 senior unsecured rating reflects its large
portfolio of mission critical software product offerings and
installed base of a diverse set of creditworthy clients, which in
isolation could potentially map to a high Baa rating.  However,
the rating also reflects the company's weakened client billings
and bookings performance, exposure to mature mainframe and Unix
markets, uncertainties surrounding effective internal financial
controls, unsettled fulfillment of the terms of the Deferred
Prosecution Agreement, moderate financial leverage, and modest
returns on net assets, which collectively drive the overall Ba1
rating.

The negative outlook reflects challenges the company has to revive
organic growth, implement effective financial controls, remediate
material weaknesses to its financial reporting, and contain costs.

Headquartered in Islandia, New York, with nearly $3.9 billion LTM
September 2006 revenues, CA, Inc. is an enterprise software vendor
for enterprise management, security, and storage applications.


CATHOLIC CHURCH: Davenport Will File Chapter 11 Plan Until Feb. 7
-----------------------------------------------------------------
The Diocese of Davenport has represented to the U.S. Bankruptcy
Court for the Southern District of Iowa that it intends to file a
plan of reorganization and disclosure statement as soon as
possible, but no later than Feb. 7, 2007.

The Court will schedule a status conference pursuant to Section
105(d) of the Bankruptcy Code after the Diocese has filed its plan
and disclosure Statement, to discuss deadlines and hearings
pertaining to those Plan documents.

The United States Trustee will file a report on or before
Dec. 10, 2006, regarding the status of the interest of every known
claimant who has sought bankruptcy relief.

The U.S. Trustee will update that report upon learning the names
of any additional claimants.  The U.S. Trustee will refer to those
claimants who wish to remain anonymous by reference to a master
list.

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on October 10, 2006.  Richard
A. Davidson, Esq., at Lane & Waterman LLP, represents the
Davenport Diocese in its restructuring efforts.  In its Schedules
of Assets and Liabilities filed with the Court, the Davenport
Diocese reports $4,492,809 in assets and $1,650,439 in
liabilities.  (Catholic Church Bankruptcy News, Issue No. 72;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


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 5:00 p.m., New York City time, on
Dec. 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.

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.

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.


CCS MEDICAL: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sector,
the rating agency confirmed its Caa1 Corporate Family Rating for
CCS Medical Inc.

Additionally, Moody's upgraded its probability-of-default ratings
and assigned loss-given-default ratings on these debts:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
First Priority
Secured Revolver          Caa1      B3     LGD3        33%

First Priority
Term Loan                 Caa1      B3     LGD3        33%

Second Priority
Term Loan                 Caa3     Caa2    LGD5        81%

Moody's 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 its 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% - 9%) to
LGD6 (loss anticipated to be 90% - 100%).

Headquartered in Clearwater, Fla., CCS Medical Inc. --
http://www.diabetic.com/-- is a nationwide direct-to-home
provider of diabetes supplies, name brand medical supplies and
prescription medications for Medicare and private insurance
patients.  The Company delivers diabetic testing supplies, insulin
pumps, diabetic medications, nebulizers and respiratory supplies,
ostomy supplies, and prescription medications for Medicare and
private insurance patients.


CENTER FOR DIAGNOSTIC: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sector,
the rating agency revised its Corporate Family Rating for Center
for Diagnostic Imaging Inc. to B3 from B2.

Additionally, Moody's upgraded its probability-of-default ratings
and assigned loss-given-default ratings on these debts:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
5-yr. Senior Secured
Revolver due 2009          B2       B1     LGD2        25%

6-yr. Senior Secured
Term Loan due 2010         B2       B1     LGD2        25%

Moody's 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 its 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% - 9%) to
LGD6 (loss anticipated to be 90% - 100%).

Minneapolis, Minn.-based Center for Diagnostic Imaging Inc. known
as CDI -- http://www.cdiradiology.com/-- provides diagnostic
imaging services through a network of 37 freestanding outpatient
imaging centers in eight states.  The company's centers provide a
full range of imaging services including magnetic resonance
imaging -- MRI, computed tomography -- CT, nuclear medicine,
diagnostic and therapeutic injection procedures -- DTI, positron
emission tomography -- PET, ultrasound, nuclear medicine,
mammography, fluoroscopy and conventional radiography.


CERADYNE INC: Earns $36.9 Million in Quarter Ended Sept. 30
-----------------------------------------------------------
Ceradyne Inc. filed its third quarter financial statements for the
three months ended Sept. 30, 2006, with the Securities and
Exchange Commission on Nov. 1, 2006.

For the quarter ended Sept. 30, 2006, the Company earned
$36.9 million of net income on $185.7 million of net revenues
compared to $13.3 million of net income on $94.4 million of net
revenues for the same period in 2005.

The Company's cash, cash equivalents and short-term investments
totaled $175.5 million at Sept. 30, 2006, compared to
$99.4 million at Dec. 31, 2005.  At Sept. 30, 2006, the Company
had working capital of $294 million, compared to $212.3 million at
Dec. 31, 2005.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?14a4

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

                           *     *     *

Ceradyne's $50 million revolving credit facility due 2009 carries
Standard & Poor's BB- rating.  The Company's credit rating is also
rated BB- by Standard & Poor's.


CHARLES RIVER: Moody's Assigns Loss-Given-Default Ratings
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sector,
the rating agency confirmed its Ba1 Corporate Family Rating for
Charles River Laboratories International Inc.

Additionally, Moody's upgraded its probability-of-default ratings
and assigned loss-given-default ratings on these debts:

   ISSUER: Charles River Laboratories International Inc.

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
Senior Secured
U.S. Revolving
Credit Facility           Ba1      Baa3    LGD2        23%

Senior Secured
U.S. term loan A          Ba1      Baa3    LGD2        23%

   ISSUER: Charles River Laboratories Pre-clinical
           Services Montreal

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
Canadian Term Loan        Ba1      Baa3    LGD2        23%

Canadian Revolving
Credit Facility           Ba1      Baa3    LGD2        23%


   ISSUER: Charles River Laboratories Pre-clinical
           Services Edinburgh

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
GBP Revolving
Credit Facility           Ba1      Baa3    LGD2        23%

GBP Term Loan             Ba1      Baa3    LGD2        23%

Moody's 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 its 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% - 9%) to
LGD6 (loss anticipated to be 90% - 100%).

Wilmington, Mass.-based Charles River Laboratories International
Inc. (NYSE: CRL) -- http://www.criver.com/-- sells pathogen-free,
fertilized chicken eggs to poultry vaccine makers.  It also offers
contract staffing, preclinical drug candidate testing, and other
drug development services.  It also markets research models --
rats and mice bred for preclinical experiments, including
transgenic "knock out" mice -- to the pharmaceutical and biotech
industries.  It sells its products in more than 50 countries to
drug and biotech companies, hospitals, and government entities.
The Company employs 7,500 people.


CHEMED CORP: Reports $9.7 Million Net Income in Third Quarter
-------------------------------------------------------------
Chemed Corporation filed its third quarter financial statements
for the three months ended Sept. 30, 2006, with the Securities and
Exchange Commission on Nov. 1, 2006.

The Company earned $7.9 million of net income on $253.2 million of
net revenues for the quarter ended Sept. 30, 2006, compared to
$14.6 million of net income on $233.3 million of net revenues for
the same period in 2005.

The Company disclosed significant changes in its balance sheet
accounts from Dec. 31, 2005, to Sept. 30, 2006:

   (1) the $51.7 million decline in cash and cash equivalents from
       $57.1 million at Dec. 31, 2005, to $5.4 million at
       Sept. 30, 2006, is primarily attributable to the use of
       $69.1 million in cash to repay the Company's $84.4 million
       term note, the use of approximately $20 million in cash to
       fund the Costa case settlement, the use of approximately
       $8.3 million for purchases of treasury stock and the delay
       in the monthly U.S. federal government payment for VITAS
       services.  The U.S. federal government generally pays VITAS
       in the same month hospice care was provided.  The payment
       due Sept. 29, 2006, of $23.9 million was delayed until
       early October by the U.S. federal government due to its
       budgetary constraints.  The cash uses were partially offset
       by cash provided by operations.

   (2) the decrease in other current liabilities of $20.8 million
       is primarily attributable to the Company's funding of the
       Costa settlement during the second and third quarter of
       2006.  The legal accrual for the Costa case of $19.7
       million at Dec. 31, 2005, was classified in other
       current liabilities.

   (3) the reduction in long-term debt from $234.1 million at
       Dec. 31, 2005, to $165.8 million at Sept. 30, 2006,
       resulted from repayment of the Company's $84.4 million term
       loan with JPMorgan Chase in March 2006, partially offset by
       borrowings on our revolving line of credit to fund a
       portion of the repayment.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?14a3

Cincinnati, Ohio-based Chemed Corporation (NYSE:CHE) --
http://www.chemed.com/-- operates VITAS Healthcare Corporation,
which provides end-of-life care, and Roto-Rooter, a commercial and
residential plumbing and drain cleaning services provider.


CHEMED CORP: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sector,
the rating agency confirmed its Ba2 Corporate Family Rating for
Chemed Corporation.

Additionally, Moody's upgraded its probability-of-default ratings
and assigned loss-given-default ratings on these debts:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
Senior secured
revolving credit
facility                  Ba2      Baa2    LGD2        11%

8.75% senior
unsecured notes           Ba3      Ba3     LGD4        68%

Moody's 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 its 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% - 9%) to
LGD6 (loss anticipated to be 90% - 100%).

Cincinnati, Ohio-based Chemed Corporation (NYSE:CHE) --
http://www.chemed.com/-- operates VITAS Healthcare Corporation,
which provides end-of-life care, and Roto-Rooter, a commercial and
residential plumbing and drain cleaning services provider.


CLEAR CHOICE: Unit's Funded Loan Volume Increases in October 2006
-----------------------------------------------------------------
Clear Choice Financial, Inc.'s wholly owned subsidiary Bay Capital
Corp. reached a four month high for both total loan submissions
and funded loan volume for October 2006.  The Company achieved
this 23% increase over September's numbers by funding just over
$27 million in mortgage refinancings and new home loans.

"By most accounts October was an excellent month," remarked Clear
Choice President and CEO Chad Mooney.  "Our thirteen Bay Capital
branches nationwide have all been exhibiting a renewed sense of
excitement and vigor following the Company's recent transformation
process."

Clear Choice's lending operations subsidiary, comprised of
company-owned and affiliated branch offices operating under the
Bay Capital name, was widely reorganized over the past three to
five months.  The management of Clear Choice engaged in a
cogitative restructuring process that resulted in the successful
consolidation of both Bay Capital Corp. and Allstate Capital, Inc.
into the Clear Choice Financial family.

"As Bay Capital's pipeline continues to grow, it is likely that
the Company will experience continued increases in both loan
submissions and funded loan volumes," added Mr. Mooney.  "These
milestones are nice, as they indicate that the tireless efforts
put forth recently by the men and women of Clear Choice's lending
operations are setting the stage for substantial organic growth in
2007."

                 About Clear Choice Financial

Headquartered in Tempe, Arizona, Clear Choice Financial, Inc.
(OTCBB: CLRC) -- http://www.clearchoicecorp.com/-- is a publicly
traded company that specializes in assisting consumers with the
settlement of unsecured debt through its debt resolution business
unit.  The Company has acquired Bay Capital Corporation as part of
the company's strategy to build a comprehensive financial
solutions organization with a national presence.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on July 6, 2006,
Farber & Hass LLP expressed substantial doubt about Clear Choice's
ability to continue as a going concern after it audited the
Company's financial statements for the years ended June 30, 2005
and 2004.  The auditing firm pointed to the Company's significant
net losses and stockholders' deficit.


COLLINS & AIKMAN: Court Allows Rejection of Westland Lease
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Collins & Aikman Corporation and its debtor-affiliates
to reject the lease for certain premises at 1515 Newburgh Road, in
Westland, Michigan, effective as of the earlier of:

   (a) December 31, 2006; and

   (b) the date the Debtors surrender the premises under the
       Lease.

The Debtors told the Court they will no longer need an unexpired
lease associated with their plant in Westland, Michigan, as they
are closing that plant.  The Debtors said the Rejection Date will
provide them sufficient time to wind down their operations at the
plant and surrender the premises.

InSite Westland, LLC, the landlord under the lease, has consented
to the rejection.

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


COLLINS & AIKMAN: Court Approves Settlement Pact with GECC
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
approved a stipulation between Collins & Aikman Corporation, its
debtor-affiliates and General Electric Capital Corporation.
Pursuant to the stipulation, GECC will receive payments to satisfy
its claims under a Receivables Transfer Agreement.

On Sept. 14, 2005, GECC filed a complaint against Collins &
Aikman Corporation; Carcorp, Inc.; General Motors Corporation;
General Motors of Canada Limited; General Motors de Mexico, S.
del R.L. de C.V.; Saturn Corporation; DaimlerChrysler
Corporation; DaimlerChrysler Canada, Inc.; and DaimlerChrysler
Motor Company, LLC.  The GECC Adversary Proceeding addresses
prepetition receivables that GECC believes were sold by the
Debtors to Carcorp, and subsequently sold by Carcorp to GECC.
GECC sought a declaratory judgment as to its interest in the
receivables.  The Debtors sought to collect the receivables as
GECC's collection agent.

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


CONCENTRA OPERATING: Inks Pact to Sell First Notice to Innovation
-----------------------------------------------------------------
Concentra Operating Corporation has signed an agreement to sell
its subsidiary, First Notice Systems Inc., to The Innovation Group
plc for $50 million in cash.

First Notice, headquartered in Boston, Mass., currently generates
approximately $20 million in annual revenue by providing first
notice of loss or injury services to insurance carriers, third-
party administrators and self-insured customers.

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

Hassan Sadiq, The Innovation Group's CEO, said, "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.

"This strategic U.S. presence, underpinned by a strong global
performance, leaves the enlarged group well placed for future
growth."

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.

Commenting on the announcement, Daniel Thomas, Concentra's
president and CEO, said, "We believe our customers will benefit
from the pairing of First Notice and The Innovation Group.

"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.

                  About The Innovation Group plc

The Innovation Group plc (LSE: TIG.L) provides outsourcing
services and software solutions to insurers and other risk
carriers through its international network of offices.  The Group
has assembled a portfolio of important assets comprising a set of
software-led business processes for the handling of the breadth of
the administrative processes of insurers and risk carriers,
including back office functions such as claims management and
sales, as well as software technology for both policy and claims
administration that can be both utilized in connection with the
Group's outsourcing operations and implemented on a stand-alone
basis.  The Group has offices in the United Kingdom, Continental
Europe, South Africa, Japan, Australia, and North America.

                       About Concentra

Concentra Operating Corporation -- http://www.concentra.com/-- is
a wholly owned subsidiary of Concentra Inc.  The Company serves
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.  The Company has 310 health
centers located in 40 states.  It also operates the Beech Street
and FOCUS PPO networks.  These networks include 544,000 providers,
52,000 ancillary providers and 4,400 acute-care hospitals
nationwide.


CONCENTRA OPERATING: Moody's Assigns Loss-Given-Default Ratings
---------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sector,
the rating agency confirmed its B1 Corporate Family Rating for
Concentra Operating Corporation.

Additionally, Moody's upgraded its probability-of-default ratings
and assigned loss-given-default ratings on these debts:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
Senior Secured
Revolving Credit
Facility due 2010          B1      Ba2     LGD2        29%

Senior Secured
Term Loan due 2011         B1      Ba2     LGD2        29%

Senior Subordinated
Notes due 2010             B3      B3      LGD5        83%

Senior Subordinated
Notes due 2012             B3      B3      LGD5        83%

Moody's 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 its 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% - 9%) to
LGD6 (loss anticipated to be 90% - 100%).

Concentra Operating Corporation -- http://www.concentra.com/-- is
a wholly owned subsidiary of Concentra Inc.  The Company serves
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.  The Company has 310 health
centers located in 40 states.  It also operates the Beech Street
and FOCUS PPO networks.  These networks include 544,000 providers,
52,000 ancillary providers and 4,400 acute-care hospitals
nationwide.


CRC HEALTH: Earns $1.7 Million in Second Quarter of 2006
--------------------------------------------------------
CRC Health Corporation filed its financial statements for the
second quarter ended June 30, 2006, with the Securities and
Exchange Commission.

For the second quarter ended June 30, 2006, the Company reported
$1.727 million of net income.

Consolidated net revenue increased $11.4 million, or 22.5%, to
$62.1 million in the quarter ended June 30, 2006, from
$50.7 million in the quarter ended June 30, 2005.

Excluding the one time effect of the unearned revenue adjustment,
its consolidated net revenue increased $10.9 million, or 21.4%, in
the quarter ended June 30, 2006.

The increase in consolidated net revenue of $11.4 million was
primarily attributable to an increase of $9.6 million, or 31.9%,
in residential treatment net revenue, and, to a lesser extent, an
increase of $1.7 million, or 8.1%, in opiate treatment net
revenue.

The growth in residential treatment net revenue was in part
attributable to a $2.6 million, or 9.5%, increase in same-facility
net revenue, and in part to the $4.7 million and $1.2 million of
net revenue generated by Sierra Tucson and Wellness Resource
Center, which it acquired in May 2005 and September 2005,
respectively.

The Company's same-facility residential growth was driven in part
by a 6.4% increase in patient census and a 2.9% increase in
revenue per patient day.

Opiate treatment same-facility net revenue increased 6.9%.  This
increase was primarily attributable to an increase in the number
of patients receiving treatment at our opiate treatment clinics.
On a same-facility basis, opiate treatment clinic census increased
5.1% from an average daily census of 20,305 in the second quarter
of 2005 to an average daily census of 21,330 in the second quarter
of 2006.

Consolidated income from operations increased $1.4 million, or
11.7%, in the second quarter of 2006 compared with the second
quarter of 2005.

Other income increased $600,000 in 2006 due primarily to a non-
cash gain recognized on the fair value of our interest rate swap.
Interest expense and other financing costs increased $3.8 million,
or 56.0%, to $10.6 million in 2006 from $6.8 million in 2005.
This increase is attributable to the issuance of new senior and
subordinated debt related to the Transactions.

Income tax expense remained flat in the second quarter of 2006
compared with the second quarter of 2005.  The effective tax rate
increased from 40.1% for 2005 to 56.4% for 2006.  This increase
relates primarily to the tax benefit in January 2006 attributable
to deduction of one-time costs.

The one-time deductions include: payments for stock options and
management bonuses; sellers' fees paid at the closing of the
Transactions; and write-offs of debt discount and capitalized
financing costs.  Excluding the one-time deductions, the effective
tax rate for the second quarter of 2006 would have been 41.2%.

At June 30, 2006, the Company's balance sheet showed
$883.282 million in total assets, $584.465 million in total
liabilities, and $298.817 million in total stockholders' equity.

                          Working Capital

The Company had working capital of $17.6 million on June 30, 2006,
compared with working capital of $2.3 million at Dec. 31, 2005.
The increase in working capital from Dec. 31, 2005, to June 30,
2006 was primarily attributable to a net increase in income tax
receivable of $5.9 million (an increase in income tax receivable
of $2.5 million and a decrease in income tax payable of $3.4
million) and a decrease in current portion of long-term debt of
$9.1 million.

The increase in income tax receivable resulted from a pre-tax book
loss in the six months ended June 30, 2006, due to charges to the
Predecessor Company statement of operations in January 2006 in
connection with the Transactions.  Those charges included: write-
offs of discount on debt and capitalized financing costs; accrual
for payment of stock options and management bonuses; and accrual
for payment of sellers' fees.

                           Acquisitions

In the second quarter of 2006, the Company completed two
acquisitions for a total cash consideration of approximately
$3.6 million.  The Company recorded $3.3 million of goodwill and
$200,000 of purchased intangibles in connection with these
acquisitions.  The goodwill amount is expected to be fully
deductible for tax purposes and was assigned to the Company's
residential segment.

The acquisitions were accounted for as a purchase and, accordingly
the purchase price was allocated to the assets acquired and
liabilities assumed based on their respective fair values.  The
Company has included the results of operations in the condensed
consolidated statements of operations of these acquisitions from
the respective date of the acquisition.  Pro forma results of
operations have not been presented because the effects of these
acquisitions are not material on either an individual or an
aggregate basis.

In May 2005, the Company acquired substantially all of the assets
of Sierra Tucson for approximately $132.1 million, including
acquisition related expenses of $2.7 million, and assumed certain
of its liabilities.  Sierra Tucson was a 91-bed residential
treatment facility (at the time of acquisition) and is located
outside Tucson, Arizona.

In connection with the 4therapy acquisition in October 2005, the
Company is obligated to make certain earn-out payments in the
amount of up to $1.8 million in the first year and up to
$2 million in the second year if 4therapy meets certain milestones
relating to the generation of referrals in the first and second
year after closing.

As of June 30, 2006, 4therapy has achieved the pro-rata portion of
the first year milestones and as result the Company recorded
additional goodwill and a liability of $1.3 million, respectively.

As of Aug. 10, 2006, 4therpay has achieved the full amount of
first year milestones.  The Company expects to make an earn-out
payment of $1.8 million related to the first year milestones in
the fourth quarter of 2006.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?14a2

Cupertino, Calif.-based CRC Health Corporation owns and operates
drug and alcohol rehabilitation facilities and clinics
specializing in the treatment of chemical dependency and mental
health disorders through a network of more than 100 facilities
across 23 states.


CRC HEALTH: Moody's Assigns Loss-Given-Default Ratings
------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sector,
the rating agency confirmed its B2 Corporate Family Rating for CRC
Health Corporation.

Additionally, Moody's upgraded its probability-of-default ratings
and assigned loss-given-default ratings on these debts:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
6-yr. Senior Secured
Revolver due 2012          B1      Ba3     LGD2        29%

Senior Secured
Term Loan B due 2013       B1      Ba3     LGD2        29%

10.75% Senior
Suburdinated Notes
due 2016                  Caa1     Caa1    LGD5        84%

Moody's 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 its 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% - 9%) to
LGD6 (loss anticipated to be 90% - 100%).

Cupertino, Calif.-based CRC Health Corporation owns and operates
drug and alcohol rehabilitation facilities and clinics
specializing in the treatment of chemical dependency and mental
health disorders through a network of more than 100 facilities
across 23 states.


DANA CORP: Dana Credit Claims Filing Deadline Stretched to Dec. 7
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved the stipulation among Dana Corporation and its
debtor-affiliates, Dana Credit Corporation, and the holders of
notes from Dana Credit extending the Sept. 21, 2006 claims filing
deadline, solely for Dana Credit and the Noteholders, until
Dec. 7, 2006, to permit the parties to continue to engage in good-
faith settlement negotiations.

As reported in the Troubled Company Reporter on Oct. 26, 2006,
the Debtors and Dana Credit asserted various claims against each
other related to transfers, loans, other business relationships
and the conduct of the parties over the years.  DCC is a non-
debtor subsidiary of Dana Corp.

Certain holders of notes from DCC also assert various claims
against Dana and DCC.

The Noteholders, represented by Kirkland & Ellis, LLP, are:

   * Angelo, Gordon & Co.,
   * Banc of America Securities,
   * Bear Stearns & Co.,
   * Blackstone,
   * Canyon Capital Advisors, LLC,
   * Castle Creek Partners,
   * Citigroup Distressed Debt,
   * CRT Capital Group,
   * Delaware Investments,
   * DK Partners,
   * Durham Asset Management L.L.C.,
   * Fortress Investment Group LLC,
   * Franklin Mutual Advisors, LLC,
   * Gruss & Co.,
   * Harvest Management, LLC,
   * Intermarket Corp.,
   * JP Morgan Chase,
   * Mast Capital, LLC,
   * MBIA Asset Management,
   * Merrill Lynch Inc.,
   * Par IV Capital Management,
   * Plainfield Asset Management,
   * Polygon Investment Partners, LP,
   * Quadrangle Group, LLC,
   * Silverpoint Capital,
   * St. Paul Travelers,
   * Stonehill Capital Management, LLC,
   * Taconic Capital,
   * Talek Investments, and
   * York Capital Management, L.P.

                      About Dana Corporation

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP serves as counsel to the Official Committee of Equity Security
Holders.  Stahl Cowen Crowley, LLC serves as counsel to the
Official Committee of Non-Union Retirees.  When the Debtors filed
for protection from their creditors, they listed $7.9 billion in
assets and $6.8 billion in liabilities as of Sept. 30, 2005.
(Dana Corporation Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DANA CORP: Inks Pact Modifying Tennessee Power Supply Contract
--------------------------------------------------------------
Dana Corporation and its debtor-affiliates, the city of Paris,
Tennessee Board of Public Utilities and the Tennessee Valley
Authority further modified the power supply contract they
previously entered into to provide that if the Debtors provide
notice of their intent to terminate their power takings under the
modified Contract on less than 24 months notice, Paris will waive
all claims for FPI charges after the termination of the Debtors'
power takings, provided that the Debtors provide Paris and TVA at
least 60 days' written notice.

The parties further modified the Agreement to provide that it does
not restrict Paris from collecting the applicable firm rate
schedule charges for the firm demand for up to the full 24-month
termination period provided for by the Modified Contract.

Corinne Ball, Esq., at Jones Day, in New York, contends that
based on the present applicable firm rate schedule, the FPI
Charges would be approximately $60,000 for the entire 24-month
period.

Ms. Ball explains that the modification does not materially
affect the benefits the Debtors can obtain in assuming the
Modified Contract.

Hence, the Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to approve the modification of the Contract.

As reported in the Troubled Company Reporter on Oct. 26, 2006, the
Debtors sought the Court's authority to assume a modified firm and
variable price interruptible power supply contract they entered
into with the city of Paris, Tennessee Board of Public Utilities
on Nov. 1, 2000.

Pursuant to the Contract, Paris purchases electric power from the
Tennessee Valley Authority, and resells the electric power to the
Debtors for their facility in Paris, Tennessee.

Since November 2000, the Debtors have consumed an average of
$2,500,000 in VPI power on an annual basis.

As of Mar. 3, 2006, Paris held a $168,854 prepetition general
unsecured claim against the Debtors related to the consumption of
VPI power.

Paris has advised the Debtors that it intends to terminate the
Contract effective September 2009.

Pursuant to the final utility order, the Court allows the Debtors
to resolve objections to their utility motion in the form of
individualized adequate assurance agreements with the objecting
parties.

Accordingly, in April 2006, the Debtors entered into an adequate
assurance agreement with Paris.  The Adequate Assurance Agreement
provides that the Debtors would:

   (i) provide Paris a $319,000 cash security deposit, which will
       be held by Paris until the Debtors emerge from Chapter 11;
       and

  (ii) pay Paris on account of their postpetition electricity
       consumption under the Contract on a bi-monthly basis.

                       Power Supply Contract

On Oct. 1, 2006, the Debtors, Paris and the TVA modified the
Power Supply Contract to provide that:

   (a) Paris will provide the Debtors with "flat price
       interruptible" power rather than VPI power;

   (b) The Bi-Monthly Payment Terms will be revoked and the
       Contract will return to the normal billing practices
       before the execution of the Adequate Assurance Agreement;

   (c) The parties will be permitted to terminate the Contract
       upon 24 months' written notice;

   (d) The Debtors will pay $50,656 cash to Paris, as a lump sum
       wire transfer, on the earlier of the entry of an order
       granting the Assumption Motion or December 15, 2006;

   (e) Paris will have an allowed administrative claim for
       $118,198 against the Debtors' estate, pursuant to Sections
       503(b) and 507(a)(2) of the Bankruptcy Code.  The Claim
       will be accorded the treatment generally provided to
       administrative claims pursuant to the terms of a plan of
       reorganization ultimately confirmed in the Debtors'
       Chapter 11 cases;

   (f) Paris' Non-Contract Claim will be allowed as a general
       unsecured non-priority claim for $17,461 against the
       Debtors;

   (g) Paris will waive all claims for Minimum Bills or
       Facilities Rental Charge after the termination date,
       provided that the Debtors provide Paris and the TVA with
       at least 60 days' written notice of their intent to
       terminate the Contract; and

   (h) The Debtors will release Paris from any preference
       liabilities arising under Section 547 of the Bankruptcy
       Code related to payments made by the Debtors pursuant to
       the Contract.

A full-text copy of the Modified Power Contract is available for
free at http://researcharchives.com/t/s?13e8

The Debtors also asked the Court to approve the modifications on
the Contract.

                      About Dana Corporation

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP serves as counsel to the Official Committee of Equity Security
Holders.  Stahl Cowen Crowley, LLC serves as counsel to the
Official Committee of Non-Union Retirees.  When the Debtors filed
for protection from their creditors, they listed $7.9 billion in
assets and $6.8 billion in liabilities as of Sept. 30, 2005.
(Dana Corporation Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DAVID EDSTROM: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: David George Edstrom
        113 West Gordon Street
        Savannah, GA 31401

Bankruptcy Case No.: 06-41588

Chapter 11 Petition Date: November 7, 2006

Court: Southern District of Georgia (Savannah)

Judge: Lamar W. Davis Jr.

Debtor's Counsel: C. James McCallar, Jr., Esq.
                  McCallar Law Firm
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Coastal Bank                     Line of Credit        $200,000
P.O. Box 9585
Savannah, GA 31401

BMW Financial Services           BMW 530I               $26,381
P.O. Box 9001065
Louisville, KY 40290             BMW 330I                $4,930

American Express Platinum        Credit Card            $12,500
P.O. Box 360001
Fort Lauderdale, FL 33336

Branch Banking & Trust Co.       Visa Credit Card       $10,000
Operations Center
P.O. Box 819
Wilson, NC 27894-0819

Wachovia                         Visa Credit Card       $10,000
136 Bull Street
Savannah, GA 31401

American Express                 Credit Card -           $6,513
                                 Delta Card

                                 Credit Card -           $3,715
                                 Blue Card

Art Miller, CPA                  Services Rendered       $6,000

Capital One Bank                 Credit Card             $5,650

The Club at Savanah Harbor       Bills                   $2,040

Nathan Belzer, Esq.              Services Rendered       $1,450

First City Club                  Bills                     $767

Raindance                        Bills                     $540

Career Builders                  Bills                     $495

Hunter Maclean                   Services Rendered         $450

Georgia Coastal Center           Bills                     $300


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

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
Senior secured
revolving credit
facility due 2011          B1      Ba2     LGD2        29%

Senior secured
term loan A due 2011       B1      Ba2     LGD2        29%

Senior secured
term loan B due 2012       B1      Ba2     LGD2        29%

6.625% senior
unsecured
notes due 2013             B2      B2      LGD5        75%

7.25% senior
subordinated
notes due 2015             B3      B3      LGD6        91%

Moody's 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 its 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% - 9%) to
LGD6 (loss anticipated to be 90% - 100%).

El Segundo, Calif.-based DaVita Inc. (NYSE: DVA) --
http://www.davita.com/-- provides dialysis services for patients
suffering from chronic kidney failure.  The Company provides
services at kidney dialysis centers and home peritoneal dialysis
programs domestically in 41 states, as well as Washington, D.C.
DaVita operates or manages over 1,200 outpatient facilities
serving approximately 100,000 patients.


DEREK ROLLE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Derek Rolle
        18 Commanders Cover
        Missouri City, TX 77459

Bankruptcy Case No.: 06-36247

Type of Business: The Debtor filed for chapter 11 protection on
                  September 2, 2005 (Bankr. S.D. Tex. Case No. 05-
                  44123).

Chapter 11 Petition Date: November 7, 2006

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Reese W. Baker, Esq.
                  Baker & Associates LLP
                  5151 Katy Freeway, Suite 200
                  Houston, TX 77007
                  Tel: (713) 869-9200
                  Fax: (713) 869-9100

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.


DEVELOPERS DIVERSIFIED: Inks Joint Venture Deal with TIAA-CREF
--------------------------------------------------------------
TIAA-CREF and Developers Diversified have entered into a joint
venture to purchase a portfolio of 67 community retail centers for
approximately $3 billion of total asset value.

"We believe that this joint venture shows that TIAA-CREF Global
Real Estate can move nimbly on large and complex transactions and
forge strong relationships with expert operators, such as
Developers Diversified," said Tom Garbutt, managing director and
head of TIAA-CREF's Global Real Estate unit.  "As a long-term
investor, we believe the purchase of high quality properties such
as the 67 community retail centers will be an attractive way to
bring value to our clients."

The properties that this joint venture intends to acquire
represent a portion of the assets that will be acquired by
Developers Diversified upon the consummation of its merger with
Inland Retail Real Estate Trust, Inc.  The execution of this
merger agreement was announced on Oct. 23, 2006 and the merger is
expected to be completed in the first quarter of 2007.  The
purchase by the joint venture of these 67 properties is
conditioned upon the consummation of Developers Diversified's
merger with Inland and other closing conditions.

Scott Wolstein, Developers Diversified's Chairman and Chief
Executive Officer, commented, "We're delighted to establish this
strategic partnership with TIAA-CREF, which we consider to be a
leader among institutional real estate investors.  TIAA-CREF's
early commitment to this portfolio acquisition underscores both
their recognition of the quality of the real estate and our
ability to create value through aggressive asset management."

Mr. Garbutt further stated, "We believe that the attractive
pricing and terms of this venture are a direct result of TIAA-CREF
Global Real Estate's early participation in this transaction.  We
have been looking to strategically increase our retail exposure
and we believe this purchase represents a unique opportunity to do
so while focusing on opportunities for attractive rates of return
for our investors."

Given Developers Diversified's size and experience, TIAA-CREF
expects to receive added value from Developers Diversified's
management through enhanced operating proficiency and strong
tenant relationships.

An affiliate of TIAA will contribute 85% of the equity in the
joint venture, and an affiliate of Developers Diversified will
contribute 15% of the equity in the joint venture.  The parties
expect that leverage will not exceed 60% of the aggregate value of
the properties.

The properties in this portfolio are located predominately in
Southeastern U.S. markets and are currently anchored by leading
discount and specialty retailers.

With an approximately $68 billion global portfolio of direct and
indirect investments, TIAA-CREF is one of the largest
institutional real estate investors in the nation.  TIAA-CREF
Global Real Estate through the accounts they manage directly owns
over $20 billion in real estate assets made up of primarily high
quality properties in the office, retail, industrial, and multi-
family sectors.  Investments are both domestic -- covering more
than 40 states and the District of Columbia -- and foreign -- in
Canada and Western Europe.

                         About TIAA-CREF

TIAA-CREF -- http://www.tiaa-cref.org/-- is a national financial
services organization with more than $390 billion in combined
assets under management.  The Company provides retirement services
to individuals and institutions in the academic, research,
medical, philanthropic and cultural fields.

                 About Developers Diversified

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

                         *     *     *

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


DIAGNOSTIC IMAGING: Moody's Assigns Loss-Given-Default Ratings
--------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sector,
the rating agency revised its Corporate Family Rating for
Diagnostic Imaging Group LLC to B3 from B2.

Additionally, Moody's upgraded its probability-of-default ratings
and assigned loss-given-default ratings on these debts:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
5-yr. Senior Secured
Revolver due 2010          B2       B1     LGD2        25%

7-yr. Senior Secured
Term Loan B due 2012       B2       B1     LGD2        25%

Moody's 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 its 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% - 9%) to
LGD6 (loss anticipated to be 90% - 100%).

Hicksville, New York-based Diagnostic Imaging Group LLC operates
facilities, equipment, and certain administrative services
pursuant to a 40-year management services agreement with Doshi
Diagnostic Imaging Services P.C., a provider of diagnostic imaging
services in 16 centers in the metropolitan New York area.
Diagnostic Imaging operates a total of 38 facilities.


DIXIE GROUP: Earns $2.6 Million in 2006 Third Quarter
-----------------------------------------------------
The Dixie Group Inc. reported financial results for the third
quarter and nine months ended Sept. 30, 2006.

For the third quarter, income from continuing operations was
$2,703,000 compared with income from continuing operations of
$1,253,000 for the third quarter of 2005.  Including discontinued
operations, the Company reported net income of $2,617,000 for the
third quarter of 2006, compared with net income of $1,221,000 for
the third quarter of 2005.

Sales for the third quarter of 2006 were $83,606,000, up 9% from
sales of $76,661,000 in the year-earlier quarter.

For the nine months ended Sept. 30, 2006, income from continuing
operations was $6,533,000 compared with income from continuing
operations of $6,709,000 for the similar period in 2005.  For the
first nine months of 2006, net income was $4,396,000 compared with
net income of $7,004,000 in the 2005 period.

Sales for the nine-month period in 2006 were $250,825,000, up 9%
from sales of $230,768,000 in the prior-year period.

At Sept. 30, 2006, the Company's balance sheet showed $289,582,000
in total assets, $158,401,000 in total liabilities, and
$131,181,000 in total stockholders' equity.

Commenting on the results, Daniel K. Frierson, chairman and chief
executive officer, said, "Despite weakness in the carpet industry,
sales in all of our carpet business units reflected year-over-year
growth in the third quarter of this year, and our business
continues to outpace the industry.

"Compared with the same periods in 2005, net sales of carpet
products rose 8% in the third quarter and 10% for the first nine
months of this year.

"Units of broadloom carpet sold increased 5% in the third quarter
and 12% for the first nine months of 2006.

"Sales of our modular/carpet tile products were not significant in
the third quarter; however, we are extremely pleased with the
acceptance these products have received in the marketplace.

"The order activity we are seeing and our backlog position give us
reason to be optimistic about the future of this business and our
modular/carpet tile strategy.

"Our continued progress in improving quality issues and
controlling discretionary spending is reflected in our third
quarter operating results.

"Despite higher raw material costs and approximately $800,000 of
costs related to the start-up of our modular/carpet tile
operation, our gross margins and operating profits, as a percent
of sales, improved in the third quarter of this year, compared
with the first two quarters of this year and the third quarter of
last year.

"Raw material costs increased in early July of this year.  We
raised selling prices to recoup these higher costs; however, the
full effect of our higher selling prices will not be realized
until the fourth quarter.

"For the first nine months of this year, higher sales and control
of general and administrative expenses led to improved gross
margins and operating profit comparisons.

"As a percentage of sales, these performance measures were
negatively affected by expenses in the first half of 2006 related
to the start-up of our new tufting and modular/carpet tile
operations, termination of a legacy defined benefit retirement
plan and product quality issues.

"We are optimistic that our sales will continue to outperform the
carpet industry.  Our carpet sales were about 4% above year-
earlier levels in the first five weeks of the fourth quarter;
however, order entry comparisons to the prior year softened.

"We believe the order entry comparisons were affected by selling
price increases a year ago that appear to have significantly
increased the 2005 order entry.

"The weakness the carpet industry is experiencing is also a factor
in our order levels.  Sales comparisons in the fourth quarter of
this year will be difficult due to differences in our accounting
calendar: the fourth quarter and year ended Dec. 30, 2006, will
contain 13 and 52 weeks, respectively, compared with 14 and 53
weeks in the fourth quarter and year ended Dec. 31, 2005.

"These trends lead us to believe that our revenue will grow in the
5% to 7% range for the full 2006 year," Mr. Frierson concluded.

Results of discontinued operations reflected a loss of $86,000 for
the third quarter of 2006, compared with a loss of $32,000 for the
third quarter of 2005.  For the first nine months of 2006, the
loss from discontinued operations was $2,137,000 compared with
income of $295,000 in the year-earlier period.  The loss from
discontinued operations in 2006 was primarily related to
settlement expenses for a defined benefit pension plan terminated
in June of this year.

The Dixie Group Inc. (NASDAQ:DXYN) -- http://thedixiegroup.com/--  
sells and makes carpets and rugs to higher-end residential and
commercial customers through the Fabrica International, Masland
Carpets, and Dixie Home brands.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2006,
Moody's Investors Service confirmed The Dixie Group, Inc.'s B1
Corporate Family Rating in connection with the rating agency's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology.

Standard & Poor's Ratings Services revised in Oct. 2005 its
outlook on Dalton, Georgia-based carpet and rug manufacturer The
Dixie Group Inc. to stable from positive.  At the same time,
Standard & Poor's 'B+' corporate credit and 'B-' subordinated debt
ratings were affirmed.


EASTMAN KODAK: Proposed Sale Cues Moody's to Review Low-B Ratings
-----------------------------------------------------------------
Moody's Investors Service commented that its review for possible
downgrade for the Eastman Kodak Company continues to focus on the
company's potential sale of the Kodak Health Group as well as the
fundamental operating performance of the company.  If the sale of
KHG were not pending, Moody's would expect to confirm Kodak's B1
rating with a negative outlook.  The company intends to announce
the outcome of the KHG strategic review by calendar year end 2006.

On Oct. 31, 2006, Kodak reported third quarter 2006 results, which
included a YTD 2006 6% overall revenue decline, revised 2006
digital revenue growth guidance to somewhat below 10% from July
2006 guidance of approximately 10%, and reaffirmed cash and
digital earnings goals.  The company also generated digital
earnings in third quarter 2006, which by Moody's estimates
included about $60 million non recurring Consumer Digital Group
license fee revenues.  Moody's believes the company's plan to
increase digital revenues remains challenged, with execution
difficulties related to finding a balance between profitability
and sales growth, especially in its CDG division; so far in 2006,
the company has twice revised 2006 digital revenue growth guidance
from an initial range of 16% to 22% established at the start of
the year, to approximately 10% in Aug., to somewhat below 10% on
Oct. 31.

In Moody's view, the company's overall operating results for the
Sept. 2006 quarter and YTD September 2006 reflected pre-
restructuring charge operating profit which was stronger than
Moody's had anticipated, negatively impacted by lower KHG profits,
yet supported by results in its consumer Film Products Group and
CDG that exceeded Moody's expectations.  The company's performance
in its commercial Graphic Communications Group was in line with
Moody's expectations.  Moody's notes that KHG's Q3 2006 EBIT was
approximately the same as KHG's $96 million Q3 2005 EBIT,
excluding 2006's silver commodity price increases and costs
incurred related to KHG's strategic review.  Moody's also notes
that FPG, whose business is supported by a stable motion picture
film business of about $1 billion annual revenues, GCG, CDG, and a
new technologies division are the businesses the company expects
to retain subsequent to any potential KHG sale.

The review for possible downgrade continues to focus on any
potential KHG sale consummation and any application of proceeds
from a KHG sale toward debt reduction, the company's management of
recurring restructuring costs associated with its business as it
continues to transition from film to digital, and its stated goal
of attaining at least $350 million in digital earnings in 2006.
By conditions of its secured credit facilities, the company can
apply asset sale proceeds in excess of $75 million to debt
reduction, capital asset reinvestment, and non-digital business
cash restructuring costs.

Regarding liquidity, Kodak maintains ample liquidity from its
available cash balance of $1.1 billion at Sept. 30, 2006, free
cash flow, and its undrawn $1 billion secured revolving credit
facility.

Moody's expects the company will maintain sufficient headroom
under the two financial covenants of the revolver for at least the
next twelve months.

The company also plans to provide termination benefits for the
majority of U.S. employees impacted by restructuring actions
reported after Oct. 18, 2006 through most of 2007 in the form of
special termination benefits payable from its over funded U.S.
pension plan, which mitigates restructuring cash outflows that the
company would otherwise make from its cash and operating cash flow
into 2007.

The company's restructuring cash outflows have been significant,
ranging between about $100 million and $200 million per quarter
since before Q1 2005.  With YTD September 2006 debt reduction of
$244 million, Moody's believes Kodak is on track to meet its goal
of $800 million debt reduction in FY 2006.  Kodak has no material
debt maturities until 2008 and 2010.  The $31 per share strike
price of these convertible notes is higher than the company's
current approximate $25 per share equity trading price.

Ratings on Review for Possible Downgrade:

   -- Corporate Family Rating B1
   -- Senior Unsecured Rating B2
   -- Senior Secured Credit Facilities Ba3

Headquartered in Rochester, New York, the Eastman Kodak Company is
a worldwide provider of imaging products and services.


ENTERCOM COMMS: S&P Lowers Long-Term Corp. Credit Rating to BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Bala Cynwyd, Pa.-based radio broadcaster Entercom
Communications Corp. to 'BB-' from 'BB'.

At the same time, S&P removed the ratings from CreditWatch, where
they were placed with negative implications on June 2, 2006.  The
CreditWatch removal followed S&P's preliminary review of the
company's financing structure for its previously announced
acquisition of 15 radio stations from CBS for $262 million and one
station from Radio One Inc. for $30 million.

The outlook is stable.  As of Sept. 30, 2006, the company had
$661 million of debt outstanding.

"The downgrade recognizes that the company's leverage has
continued to increase over the past nine months because of debt-
financed share repurchases, acquisitions, and profit declines,"
Standard & Poor's credit analyst Michael Altberg said.

Although this amount of leverage and limited pro forma borrowing
capacity under its senior credit facility will likely reduce the
company's appetite for acquisitions, especially for sizable ones
in the near future, S&P expects that Entercom is more likely to
use its good discretionary cash flow to return cash to
shareholders or to reinvest in the business rather than to reduce
debt meaningfully.


EVANS INDUSTRIES: Ct. Approves Locke Liddell as Committee Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Evans
Industries, Inc.'s chapter 11 case, obtained permission from the
U.S. Bankruptcy Court for the Eastern District of Louisiana to
retain Locke Liddell & Sapp LLP as its counsel.

Locke Liddell is expected to:

   a) assist and advise the Committee in its consultations with
      the Debtor and other committees relative to the overall
      administration of the estate;

   b) represent the Committee at hearings to be held before the
      Court and communicate with the Committee regarding matters
      heard and issues raised as well as decisions and
      considerations of the Court;

   c) assist and advise the Committee in its examination and
      analysis of the Debtor's conduct and financial affairs;

   d) review and analyze all applications, orders, operating
      reports, schedules and statement of affairs filed and to be
      filed with the Court by the Debtor or other interested
      parties; advise the Committee as to the necessity and
      propriety of the foregoing and their impact upon the rights
      of the lesser related claimants, and upon the case
      generally; and, after the consultation with and approval of
      the Committee or its designees, consenting to appropriate
      orders on its behalf;

   e) assist the Committee in preparing appropriate legal
      pleadings and proposed orders as may be required in support
      of positions taken by the Committee and preparing witness
      and reviewing relevant documents;

   f) coordinate the receipt and dissemination of information
      prepared by and received from other professionals retained
      by the Debtor, as well as information as may be received
      from independent professionals engaged by the Committee and
      other committees, as applicable;

   g) advise and assist the Committee in the negotiations with
      respect to any proposed plan or plans of reorganization; and

   h) assist and advise the Committee with regard to
      communications to the unsecured creditors regarding the
      Committee's efforts, progress and recommendation with
      respect to matters arising in the Debtor's case as well as
      any proposed plans of reorganization.

C. Davin Boldissar, Esq., a Locke Liddell associate, disclosed
that the firm's professionals bill:

               Professional                    Hourly Rate
               ------------                    -----------
               Omer F. Kuebel, III, Esq.          $325
               Victoria M. de Lisle, Esq.         $325
               Philip G. Eisenberg, Esq.          $325
               C. David Boldissar, Esq.           $250
               Monique Lafontaine, Esq.           $250
               Demond Smith, Esq.                  $85
               Julie Burmaster, Esq.               $85

Mr. Boldissar assured the Court that the firm does not hold nor
represent any interest adverse to the Debtor or its estate.

Headquartered in Harvey, Louisiana, Evans Industries, Inc. --
http://www.evansindustriesinc.com/-- manufactures and distributes
steel drums.  The company filed for chapter 11 protection on
April 25, 2006 (Bankr. E.D. La. Case No. 06-10370).  Eric J.
Derbes, Esq., and Melanie M. Mulcahy, Esq., at The Derbes Law
Firm, LLC, represent the Debtor.  When the Debtor filed for
protection from its creditors, it estimated assets between
$500,000 and $1 million and debts between $10 million and
$50 million.


EVERGREEN INT'L: Closes Purchase of 12% Senior Notes due 2010
-------------------------------------------------------------
Evergreen International Aviation, Inc. closed its purchase of
97.99% of its outstanding 12% Senior Second Secured Notes Due
2010.

Evergreen accepted the entire amount of Notes tendered pursuant to
the tender offer and consent solicitation.  Holders of the same
amount of the Notes tendered also consented to the proposed
amendments to the indenture governing the Notes.

Evergreen simultaneously entered into a new Senior Secured Credit
Facility, a portion of the proceeds of which was used to purchase
the Notes.  Evergreen believes the refinancing of the Notes will
provide it with greater financial flexibility and promote future
growth.

Based in McMinnville, Oregon, Evergreen International Aviation,
Inc. -- http://www.evergreenaviation.com/-- is a privately held
global aviation services company that is active through several
subsidiary companies.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on Evergreen International Aviation Inc. to 'B' from
'B-' and removed the rating from CreditWatch with positive
implications, where it was placed on July 21, 2006.

At the same time, the rating agency affirmed the company's 'B+'
bank loan rating and withdrew the 'CCC+' senior secured debt
rating.  The rating actions reflect the successful completion of
Evergreen's debt refinancing, in which the company replaced
existing debt with new bank debt.  The outlook is stable.


EXTENDICARE INC: Intends to Complete Reorganization by Tomorrow
---------------------------------------------------------------
Extendicare Inc. intends to complete its Reorganization on
Nov. 10, 2006.  Under the Reorganization, Extendicare will
distribute to Extendicare shareholders Assisted Living Concepts,
Inc. and convert the remaining business of Extendicare into a
Canadian real estate investment trust.

Holders of Extendicare Subordinate Voting Shares will receive for
each share one Class A common share of ALC and one Extendicare
REIT unit or, if they have elected, one exchangeable limited
partnership unit.

Holders of Extendicare Multiple Voting Shares will receive for
each share one Class B common share of ALC and 1.075 Extendicare
REIT units or, if they have elected, 1.075 Exchangeable LP Units.

The Extendicare REIT units will be listed for trading on Nov. 10,
2006, on the Toronto Stock Exchange and the ALC Class A common
shares will be listed for trading on Nov. 10, 2006, on the New
York Stock Exchange.

As previously announced, Extendicare had concluded all matters to
complete its Reorganization on Nov. 1, 2006.

On the evening of Oct. 31, 2006, the Minister of Finance announced
the Tax Fairness Plan for Canadians, which included proposals to
tax income received by income trusts at corporate rates and to
treat distributions of those income as taxable dividends in the
hands of unitholders.

The Proposals generally apply to the 2007 and subsequent taxation
years, except that in the case of income trusts that were trading
before Nov. 1, 2006, the Proposals are deferred for a four year
period and do not take effect until the 2011 and subsequent
taxation years.

The Proposals do not apply to certain exempted REITs.  Under the
technical provisions of the Proposals as announced, the
Extendicare REIT will not be eligible for the four year deferral
nor will it qualify as an exempt REIT.

Although Extendicare intends to make submissions to the Department
of Finance that the Extendicare REIT should be exempted from the
Proposals, there can be no assurance that the Proposals will be
amended so that the Extendicare REIT qualifies as an exempt REIT.

In response to the Minister of Finance's announcement of the
Proposals, the Extendicare Board of Directors met on the evening
of Oct. 31, 2006, and decided to delay the implementation of the
Reorganization until the Board had the opportunity to give further
consideration to the potential consequences of the Proposals on
the Reorganization.

After taking into account the recommendations of senior
management, the advice of its financial and legal advisors,
consultations with various stakeholders, and after carefully
considering the merits of completing the Reorganization, the
Directors have unanimously decided that it is in the best
interests of Extendicare and its shareholders to complete the
Reorganization as soon as possible, even if the Extendicare REIT
does not qualify for the four year deferral or as an exempt REIT
under the Proposals.

The Board believes the Reorganization represents a fundamental
realignment of Extendicare's businesses which remains important
and in the best interests of the Extendicare shareholders.

Although the Board is disappointed that the new tax regime
applicable to income trusts under the Proposals may apply to the
Extendicare REIT, it has carefully reviewed the alternatives and
has concluded that even if the Extendicare REIT does not qualify
as an exempt REIT under the Proposals, the merits of proceeding
with the Reorganization at this time remain compelling.

The Extendicare REIT was determined to be an effective structure
to conduct Extendicare's long-term care operations.

The REIT structure is designed:

   -- to provide superior returns to its unitholders,
   -- to accommodate its existing operations, and
   -- to effectively facilitate its strategic acquisition plans.

"From the beginning it was clear that maintaining the status quo
was never an option if we were to increase shareholder value,"
Extendicare president and chief executive officer Mel Rhinelander
commented.

"We are pleased to announce a successful conclusion to
Extendicare's reorganization process and look forward to ALC and
Extendicare REIT providing strong returns to their shareholders in
the future."

Phil Small, president and chief operating officer and incoming
president and chief executive officer of Extendicare REIT
commented, "We are now focused on running the day to day
operations of the REIT as well as looking at a number of
attractive acquisition opportunities."

As a result of the new distribution tax imposed under the
Proposals, the Extendicare REIT trustees expect that the initial
annual distribution to Extendicare REIT unitholders will be
CDN$1.11 per unit, which compared with CDN$1.20 per unit as
previously disclosed under the pre-Plan tax regime is not
materially different on an after tax basis to an individual
unitholder at the highest marginal tax rate, once the recent
proposals to amend the federal dividend tax credit are phased in.

Exchanges of Exchangeable LP Units into Extendicare REIT units
will be permitted any time instead of ninety days after the
closing of the Reorganization as originally contemplated.

The Directors believe that providing liquidity for the
Exchangeable LP Units is important in view of the Proposals.

Extendicare expresses no view as to whether any investor should or
should not convert into Extendicare REIT units.

Investors should be aware that an exchange into Extendicare REIT
units could result in a capital gain to the investor.

Extendicare REIT is continuing to actively identify and review
strategic value enhancing acquisition opportunities in both Canada
and the United States.

The REIT is reviewing several opportunities currently and
negotiations are progressing for its acquisition of a skilled
nursing home business in the United States, which operates
approximately 30 facilities.

The REIT Trustees expect to be in a position to make a public
announcement on this matter in the near future.

As disclosed in the Extendicare management proxy circular for the
meeting relating to the Reorganization, the Extendicare REIT has
adopted a distribution reinvestment plan.

Extendicare REIT unitholders who are residents of Canada and
holders of exchangeable LP units will have the opportunity to
participate in the plan to acquire additional units at a
3% discount, commencing immediately including in respect of the
first distribution on Jan. 15, 2007.

The election forms will be sent to Extendicare REIT unitholders
and exchangeable LP unitholders shortly.

Although the Extendicare REIT trustees are not making any
recommendation in this regard, unitholders should carefully
consider this option.

Markham, Ontario-based Extendicare Inc. (TSX: EXE & EXE.A; NYSE:
EXE.A) -- http://www.extendicare.com/-- is currently a
major provider of long-term care and related services in North
America.  Through its subsidiaries, Extendicare operates 438
nursing and assisted living facilities in North America, with
capacity for over 35,100 residents.  As well, through its
operations in the United States, Extendicare offers medical
specialty services such as subacute care and rehabilitative
therapy services, while home health care services are provided in
Canada.  Extendicare employs 38,500 people in North America.

                          *     *     *

Standard & Poor's assigned on June 19, 2006, Extendicare Inc. a
BB- long-term foreign and local issuer credit rating.


EXTENDICARE INC: Earns CDN$1.656 Million in Third Quarter of 2006
-----------------------------------------------------------------
Extendicare Inc. reported 2006 third quarter earnings from health
care operations, excluding restructuring costs and other one-time
items, of CDN$20.8 million compared with CDN$21.5 million in the
2005 third quarter.

Restructuring costs and related taxes associated with the
Reorganization totaled CDN$15.8 million in the 2006 third quarter.
As well, other one-time items negatively affected results.

Earnings from continuing operations, after restructuring costs and
other one-time items, were CDN$2.5 million compared with earnings
of CDN$29.8 million in the 2005 third quarter.

For the third quarter ended Sept. 30, 2006, the Company reported
CDN$1.656 million of net income compared with CDN$13.016 million
of net income in the comparable quarter of 2005.

              Quarters ended Sept. 30, 2006, and 2005

Extendicare Health Services Inc.'s average daily census of
Medicare patients on a same-facility basis declined 1.9% to 2,181
in the 2006 third quarter from 2,224 in the 2005 third quarter.

Medicare ADC also declined by 3.1% compared with the 2006 second
quarter, which is the normal trend between these quarters.  As a
percent of same-facility nursing home census, Medicare ADC was
17.6% in the 2006 third quarter compared with 17.7% in the 2005
third quarter, and 18.1% in the 2006 second quarter.

During the 2006 third quarter, nursing home occupancy on a same-
facility basis declined to 90.9% from 92.7% in the 2005 third
quarter, and from 91.4% in the 2006 second quarter.

Extendicare Health Services Inc.'s average daily Medicare Part A
rate increased 7.0% to US$368.72 in the 2006 third quarter from
US$344.51 in the 2005 third quarter.

Approximately 36.9% of Medicare census patients were classified
under the nine new Resource Utilization Group categories that took
effect Jan. 1, 2006, which resulted in an increase in the number
of therapy residents to 82.5% in the 2006 third quarter from 79.8%
in the 2005 fourth quarter.

Extendicare's earnings from continuing health care operations,
excluding restructuring costs and other one-time items, were
CDN$20.8 million in the 2006 third quarter compared with
CDN$21.5 million in the 2005 third quarter.

Restructuring costs and related taxes associated with the
Reorganization totaled CDN$15.8 million in the 2006 third quarter.
As well, other one-time items negatively affected results.

Earnings from continuing operations, after restructuring costs and
other one-time items, were $2.5 million compared with earnings of
CDN$29.8 million in the 2005 third quarter.

The Company reported an overall loss from restructuring charges,
asset impairment, disposals and other items of pre-tax
CDN$18.2 million in the 2006 third quarter compared with a gain of
CDN$11.9 million in the 2005 third quarter.

As well, the Company recorded a pre-tax loss on the valuation of
interest rate lock and caps during the 2006 third quarter of
CDN$16.6 million, compared with a gain of CDN$100,000 in the 2005
third quarter.

In addition, the Company booked a future income tax benefit of
CDN$1.4 million in the 2006 third quarter related to Extendicare
Health Services' investment in ALC.

On an after-tax basis these items totaled a loss of
CDN$19.6 million in the 2006 third quarter, compared with a gain
of $7.6 million in the 2005 third quarter.

Excluding these items, earnings from continuing health care
operations were CDN$20.8 million compared with CDN$21.5 million in
the 2005 third quarter.  This decline in results for the 2006
third quarter was from the U.S. operations.

Earnings from continuing U.S. operations were $2.8 million in the
2006 third quarter compared with $24.2 million in the 2005 third
quarter, representing a decline of $21.4 million.

Excluding an unfavorable $19.9 million variance of the one-time
items attributable to the U.S. operations, earnings were
$16.1 million in the 2006 third quarter compared with
$17.6 million in the 2005 third quarter, reflecting a decline of
$1.5 million.

The contribution from newly acquired or constructed facilities and
nursing home funding increases was offset by below inflation rate
increases, increased costs of care, and lower overall occupancy
between quarters.

Extendicare Health Services' average same-facility Medicaid rates
increased only 2.9% in the 2006 third quarter over those of the
2005 third quarter, while average nursing home wage rates
increased 5.3%.

The U.S. operations benefited from a lower effective tax rate
during the 2006 third quarter as a result of the expiration of
certain statutes of limitations for U.S. tax liabilities,
partially offset by the non-renewal for 2006 of the U.S. Work
Opportunity Tax Credit and Welfare to Work tax credits.

Continuing Canadian operations reported a loss of CDN$1.6 million
in the 2006 third quarter compared with earnings of
CDN$4.8 million in the 2005 third quarter.

Excluding an unfavorable CDN$7.3 million variance of the one-time
items, earnings from Canadian operations were CDN$4.7 million in
the 2006 third quarter compared with CDN$3.8 million in the 2005
third quarter, reflecting an improvement of CDN$900,000.

Consolidated revenue from continuing operations improved by
CDN$15 million, or 3.1%, to CDN$500.7 million in the 2006 third
quarter compared with CDN$485.7 million in the 2005 third quarter.

Newly acquired or constructed facilities (including the
acquisition of ALC in 2005) generated revenue of CDN$72.9 million
in the 2006 third quarter and CDN$59.1 million in the 2005 third
quarter, for a net improvement of CDN$13.8 million.

The stronger Canadian dollar negatively impacted remaining same-
facility revenue by CDN$20.4 million.

Excluding these items, revenue improved between periods by
CDN$21.6 million.

U.S. operations revenue on a same-facility basis improved by
CDN$14.2 million (US$11.8 million, or 4.8%, in its functional
currency) primarily due to increases in average rates, partially
offset by lower nursing home occupancy and a decline in outpatient
therapy revenue due to prior period Medicaid settlements.

Revenue from Canadian operations grew CDN$7.4 million, or 5.7%, in
the 2006 third quarter compared with the 2005 third quarter.  Of
this improvement, CDN$4.7 million was derived from nursing home
operations, and represented funding to enhance resident care.

Revenue from home health care operations increased by
CDN$2.7 million, or 8.5%, due to a 5.8% increase in hours of
service and 2.5% increase in average rates.

Consolidated EBITDA declined CDN$4.7 million to CDN$63 million in
the 2006 third quarter from CDN$67.7 million in the 2005 third
quarter, and as a percent of revenue was 12.6% compared with
13.9%.

Newly acquired or constructed facilities (including the
acquisition of ALC in 2005) contributed CDN$14.7 million to EBITDA
in the 2006 third quarter and CDN$13.3 million in the 2005 third
quarter, while the stronger Canadian dollar negatively impacted
the comparison of earnings on a same-facility basis by
CDN$2.4 million.

Prior to these items, EBITDA was lower by CDN$3.7 million.  Same-
facility results for the 2006 third quarter were unfavorably
impacted by:

   -- Medicaid rate increases, net of provider taxes, of 2.9%
      compared with a 7.6% increase in U.S. wages and benefits;

   -- increased provision for bad debts;

   -- increased costs of care, and lower overall occupancy in the
      U.S. operations between periods.

U.S. EBITDA on a same-facility basis declined by CDN$4 million
(US$3.3 million).  The improvement in revenue of US$11.8 million
was offset by US$15.1 million of higher operating, administrative
and lease costs.

Labor-related costs grew by US$11.2 million representing a
7.6% increase over the 2005 third quarter.  As well, the provision
for bad debts increased by US$1.5 million, of which US$1.3 million
related to two managed homes in Pennsylvania.

EBITDA from Canadian operations was CDN$13.3 million in the 2006
third quarter compared with CDN$13.1 million in the 2005 third
quarter.

The CDN$7.4 million improvement in revenue was partially offset by
higher operating, administrative and lease costs of
CDN$7.2 million.

Labor costs accounted for CDN$5.7 million of this increase,
represented by nursing home wage cost increases tied to funding
enhancements, and increased home health care hours of service.

In each of the third quarters of 2006 and 2005, labor costs
represented 83% and 83.2% of operating and administrative costs
and 74.5% and 74.3% of revenue, respectively.

The Company reported a tax recovery of CDN$6.3 million in the 2006
third quarter compared with a provision of CDN$17 million in the
2005 third quarter.

The effective tax rate was distorted by the reported loss (gain)
from restructuring charges, asset impairment, disposals and other
items, which included non-deductible items.

Excluding these items, the 2006 third quarter effective tax rate
would have been 29.9%, compared with 36.8% in the 2005 third
quarter.

The decrease in the effective tax rate in the 2006 third quarter
from the same 2005 quarter was primarily due to the expiration of
certain statutes of limitations for U.S. tax liabilities of
CDN$3.1 million, partially offset by the non-renewal for 2006 of
the U.S. Work Opportunity Tax Credit and Welfare to Work tax
credits.

During the 2006 third quarter, Extendicare completed an interim
independent actuarial review, which confirmed the adequacy of its
reserves for resident care liabilities, and as a result the
Company released US$1 million of reserves in the quarter.

The 2005 third quarter results also included a US$1 million
release of reserves as a result of an interim actuarial review.

Markham, Ontario-based Extendicare Inc. (TSX: EXE & EXE.A; NYSE:
EXE.A) -- http://www.extendicare.com/-- is a major provider of
long-term care and related services in North America.  Through its
subsidiaries, Extendicare operates 438 nursing and assisted living
facilities in North America, with capacity for over 35,100
residents.  As well, through its operations in the United States,
Extendicare offers medical specialty services such as subacute
care and rehabilitative therapy services, while home health care
services are provided in Canada.  Extendicare employs 38,500
people in North America.

                          *     *     *

In June 2006, Standard & Poor's assigned Extendicare Inc. a
BB- long-term foreign and local issuer credit rating.


FHC HEALTH: Moody's Affirms B2 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and Ba3 senior secured term loan ratings of FHC Health Systems,
Inc, following the Oct. 30, 2006 announcement that it amended and
restated its prior purchase agreement with Psychiatric Solutions,
Inc.

At the same time, Moody's upgraded the company's senior secured
third lien term loan rating to B3 from Caa1 given the expected
change in the company's pro-forma capital structure.  Psychiatric
intends to acquire Alternative Behavioral Services, Inc. from FHC
for a cash purchase price of $210 million.  Under the new
agreement, FHC will dismiss its lawsuit against Psychiatric while
Psychiatric is expected to withdraw its demand for payment for
termination fees and other expenses.

The deal is expected to close on Dec. 1, 2006.

The outlook remains stable for FHC.

On May 30, 2006, Psychiatric disclosed that it had signed an
agreement to purchase ABS, a provider of specialty behavioral
treatment for children and adults, for $250 million.
Subsequently, Psychiatric indicated that it has identified and has
been unable to resolve certain issues with ABS, and terminated the
initial agreement to acquire ABS on Oct. 10, 2006.  FHC, in
response, subsequently filed a lawsuit to compel Psychiatric to
complete the acquisition of ABS.

The affirmation of FHC's ratings reflect the anticipated decline
in leverage as Moody's assumes that FHC will use a majority of the
proceeds from the sale of its ABS division to reduce outstanding
debt and property mortgages.  Moody's expects that FHC's cash flow
coverage of debt will improve with the expected reduction in debt
significantly outweighing the loss of cash flow from operations
and earnings from the ABS division.

Moody's upgraded the third lien term loan one notch to B3 from
Caa1, reflecting an LGD-5 loss given default assessment equal to
or greater than 70% and less than 90%.  While this instrument
lacks security and is still contractually subordinated to the
senior secured term loan, it benefits from having less senior
secured debt after the transaction closes.  At the same time,
Moody's affirmed the company's senior secured term loan rating of
Ba3, reflecting an LGD-2 loss given default assessment equal to or
greater than 10% and less than 30% as this facility is secured by
a pledge of substantially all of company's domestic assets.

These ratings are upgraded:

   -- Senior Secured Second Lien Term Loan, due 2009, upgraded to
      Ba3, LGD 2, 25% from B2, LGD 3, 48%

   -- Senior Secured Third Lien Term Loan, due 2010, upgraded to
      B3, LGD5, 75%, from Caa1, LGD 5, 88%

These ratings are affirmed:

   -- Corporate Family Rating, B2 rating
   -- Probability of Default Rating, B2 rating

The outlook is stable.

FHC Health Systems, Inc., headquartered in Norfolk, Virginia, is
one of the leading behavioral managed care providers in the U.S.,
covering approximately 23 million lives.  The company's remaining
subsidiary, Value Options, provides services to the public sector,
employer groups, health plans and federal agencies.  FHC generated
$1.4 billion in revenues for 2005.


FIBERVISIONS DELAWARE: 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 B2 Corporate Family Rating for
FiberVisions Delaware Corporation.

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
   ----------            -------  -------  ------   ----------
   $20 Million
   Guaranteed Senior
   Secured First
   Lien Revolving
   Credit Facility
   due 2011                B2       B1      LGD3       43%

   $70 Million
   Guaranteed Senior
   Secured First
   Lien Term Loan
   due 2013                B2       B1      LGD3       43%

   $20 Million
   Guaranteed Senior
   Secured Second
   Lien Term Loan
   due 2013               Caa1     Caa1     LGD3       89%

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

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

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

Headquartered in Wilmington, Delaware, FiberVisions Delaware
Corporation produces polypropylene-based staple fiber for nonwoven
fabrics and textile fibers used in consumer and industrial
products.  FiberVisions through its ES FiberVisions joint venture
is also the world's largest supplier of bi-component fibers.  The
firm has four manufacturing facilities in three continents and 510
employees worldwide.  Revenues for LTM Dec. 31, 2005, were
approximately $280 million.


FLEXTRONICS INT'L: Fitch Cuts Issuer Default Rating to BB+
----------------------------------------------------------
Fitch Ratings has downgraded the ratings for Flextronics
International Ltd.:

     -- Issuer Default Rating (IDR) to 'BB+' from 'BBB-';

     -- Senior Unsecured credit facility to 'BB+' from 'BBB-';

     -- Senior subordinated notes to 'BB' from 'BB+';

The Rating Outlook is Stable.  Fitch's action affects
approximately $1.7 billion of total debt.

The ratings downgrade reflects Fitch's expectations that
Flextronics will continue to operate near historically low margin
levels versus Fitch's prior expectations for material margin
expansion for the core EMS business, and will experience negative
free-cash flow likely through FY08 (March 2008) while investing
heavily in expanded manufacturing capacity and working capital to
support a significant expected increase in revenue.  These factors
are somewhat mitigated by Fitch's belief that Flextronics is at an
inflection point as the company is beginning to benefit from its
original design manufacturer and vertical integration strategy
after several years of disappointing results which negatively
impacted profitability.  The ramp in ODM and vertical integration
business has contributed to a turnaround in overall revenue growth
and, longer-term, could drive increases in operating
profitability.

In addition, despite the lack of improvement in operating margin,
return on invested capital, which is a primary focus of the
company, has improved considerably over the past several years
from 6.1% in F2Q04 to 11% in F2Q07.  However, Fitch expects that
upside to Flextronics' operating model over the next several
quarters will be limited by high costs associated with ramping new
program wins, adding significant operating and program specific
risk to expectations that already include negative free cash flow.
In addition, Fitch believes that the electronics manufacturing
services industry in general continues to suffer from excess
capacity which will likely continue to negatively impact pricing
for all competitors and represents further risk to Flextronics'
margins and free cash flow outlook.

The Ratings and Stable Outlook reflect:

     -- low operating EBIT margins consistent with the EMS
        industry in general;

     -- increasing investment in vertical integration through R&D
        and acquisitions resulting in higher fixed costs;

     -- inconsistent free cash flow that has been negative for the
        past three quarters due to rising capital expenditures and
        increased working capital, the latter a function of higher
        revenue as well as increasing cash conversion cycle days,
        a trend which has been driven by lower inventory turns as
        OEM customers such as Nortel require Flextronics to hold
        increasing levels of inventory; and

     -- the risk associated with ramping and integrating new
        program wins as well as on going program specific risk
        which has negatively impacted the company and others EMS
        providers historically.

Flextronics' ratings strengths center on the company's:

    -- top-tier EMS industry position with leading scale and low-
       cost manufacturing operations;

    -- relatively stable operating performance with industry
       leading cash conversion cycle days that are, however,
       expected to continue to moderately increase from a low of 8
       days in F3Q06 (December 2005) to a historically normal
       range of 16 to 18 days as Flextronics absorbs increasing
       inventory levels for OEM customers;

    -- broad end market diversification with significant exposure
       to more stable and non-traditional end markets such as
       mobile handsets and consumer electronics; and

    -- continued strong growth of its small but higher margin ODM
       business in high growth markets such as handsets, possibly
       enabling the ODM business to turn profitable in FY07 (March
       2007).

In addition, Fitch expects the long-term trend of OEMs
increasingly outsourcing manufacturing and design services to
continue across most end markets.

Liquidity as of Sept. 30, 2006 was solid and consisted of:

    -- $1 billion in cash and cash equivalents;

    -- a $1.35 billion revolving credit facility expiring May 2010
       which was undrawn and fully available; and

    -- an accounts receivable securitization program expiring
       September 2007, which is off-balance sheet and allows
       Flextronics to sell an interest of up to $700 million in
       receivables providing a maximum of $500 million in total
       liquidity, of which approximately $245 million was
       available as of June 30, 2006.

Free cash flow has been inconsistent over the past several
quarters due to higher working capital associated with the
significant ramp in new program wins as well as an increase in
capital expenditures.  Fitch believes free cash flow will remain
inconsistent as Flextronics' revenue grows approximately 20% year-
over-year for the remainder of FY07.  However, Fitch expects the
company will produce consistent positive free cash flow once
annual revenue growth subsides to more normalized levels of 10% or
less and CCC days stabilize closer to historical levels of
approximately 16 to 18 days from the current level of 13 days as
days payable outstanding decreases as well as Fitch's expectation
that the company will continue to face inventory pressure from OEM
customers.

Total debt as of Sept. 30, 2006 was $1.7 billion and consisted of:

     -- $250 million in short-term debt including credit
        facilities and the current portion of capital leases;

     -- $195 million in zero coupon convertible junior
        subordinated notes due 2009;

     -- $500 million in 1% convertible subordinated notes due
        2010;

     -- $400 million in 6.5% senior subordinated notes due 2013;

     -- $386 million in 6.25% senior subordinated notes due 2014;
        and

     -- $9 million in other long-term debt.

Flextronics recently completed the divestiture of several non-
strategic business units including the sale of its software group
in September 2006 which generated roughly $600 million in cash
proceeds, part of which was utilized to reduce debt by
approximately $70 million in F3Q07 (September 2006).


FLYI INC: International Lease Wants Disclosure Statement Denied
---------------------------------------------------------------
International Lease Finance Corporation asks the U.S. Bankruptcy
Court for the District of Delaware to deny approval of FLYi Inc.
and its debtor-affiliates' Disclosure Statement with respect to
their Joint Plan of Liquidation.

ILFC leases and remarkets advanced technology commercial jet
aircraft to airlines around the world.

Atlantic Coast Airlines, now known as Independence Air, Inc.,
leased eight new A319-100 aircraft from ILFC before the Petition
Date.  Independence Air rejected all its prepetition agreements
with ILFC.  Consequently, ILFC filed a $6,176,070 administrative
expense claim and a $72,893,166 claim against Independence Air.
ILFC's prepetition claim is secured by security deposits and by
any and all set-off rights.

Theresa V. Brown-Edwards, Esq., at Potter Anderson & Corroon LLP,
in Wilmington, Delaware, relates that the central component of the
Debtors' Joint Plan of Liquidation is a global resolution, which
effects a settlement of (i) the allocation of proceeds received in
connection with settlement of claims against United Air Lines,
Inc., and (ii) certain key intercompany issues between the estates
of FLYi, Inc., and Independence Air.

Ms. Brown-Edwards asserts that although ILFC still needs further
information to make fully informed judgment regarding whether the
global resolution is fair to Independence creditors, certain
statements in the Disclosure Statement suggest that the settlement
may unfairly favor the FLYi creditors.

Specifically, it appears that allocation of the UAL proceeds
inexplicably favors FLYi creditors by not discounting at all the
outcome most favorable to them, Ms. Brown-Edwards notes.  The
allocation also does not take into account the likely facts that
FLYi was not a signatory to subsequent written amendments of
certain UAL agreements, and that FLYi was not a factor in the
ordinary course of conduct with respect to those agreements.

Ms. Brown-Edwards tells the Court that the Disclosure Statement
lacks information on the claims asserted against the Debtors and
the entities, the other Debtors except for FLYi, consolidated into
Independence.  There is also no discussion of the legal basis for
the substantive consolidation.

The Disclosure Statement further provides that the Debtors will be
providing releases to various parties, including the members of
the Official Committee of Unsecured Creditors.  A rationale should
be provided for the releases, Ms. Brown-Edwards insists.

Moreover, Ms. Brown-Edwards argues that the Debtors failed to
provide an analysis of various components of an intercompany
claim, including whether the claims can be recharacterized as
equity or otherwise subordinated.  Without further detailed
quantitative and qualitative information, creditors do not know
whether or not to support the global resolution, she says.

Ms. Brown-Edwards maintains that the Disclosure Statement also
needs clarification with respect to the funding of the various
trusts accounts established by the Plan, and on the assumption
with respect to Aircraft Deposits in the liquidation analysis
under the Plan.

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).


FREDDIE MAC: S&P Places Class B-5 Certs' B Rating on Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the class
B-5 certificates from Freddie Mac Structured Pass-Through
Certificates Series T-057 on CreditWatch with negative
implications.

At the same time, ratings are affirmed on the four other publicly
rated certificates from this transaction.

The rating on class B-5 is placed on CreditWatch with negative
implications because additional losses may result from high
delinquencies.

The current credit support for this class is 0.39%, down from its
original credit support of 0.50%.  As of the September 2006
distribution date, total delinquencies, as a percentage of the
current pool principal balance, were 53.49%, with 21.83%
categorized as seriously delinquent (90-plus days, foreclosure,
and REO).

Standard & Poor's will continue to closely monitor the performance
of this transaction.  If delinquencies translate into realized
losses, S&P may downgrade class B-5, depending on the extent of
the losses and the level of remaining credit support.

In contrast, if the delinquencies decrease and do not cause
significant additional losses, S&P will affirm the rating on class
B-5 and remove it from CreditWatch.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.  Credit enhancement
for this transaction is provided by subordination.

               Rating Placed on Creditwatch Negative

                Freddie Mac Structured Pass-Through
                     Certificates Series T-057

                                  Rating
                                  ------
                  Class     To              From
                  -----     --              ----
                  B-5       B/Watch Neg     B

                         Ratings Affirmed

                Freddie Mac Structured Pass-Through
                     Certificates Series T-057

                        Class       Rating
                        -----       ------
                         B-1         AA
                         B-2         A
                         B-3         BBB
                         B-4         BB


FRIENDLY ICE CREAM: 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 Restaurant sector, the rating agency confirmed
its B3 Corporate Family Rating for Friendly Ice Cream Corp., and
revised its B3 rating to Caa1 on the company's $175 million,
8.375% Senior Unsecured Notes due on June 2012.  Moody's also
assigned an LGD4 rating to those bonds, suggesting noteholders
will experience a 65% 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%).

Friendly Ice Cream Corporation (AMEX: FRN)
-- http://www.friendlys.com/-- is a vertically integrated
restaurant company serving signature sandwiches, entrees and ice
cream desserts in a friendly, family environment in 525 company
and franchised restaurants throughout the Northeast.  The company
also manufactures ice cream, which is distributed through more
than 4,500 supermarkets and other retail locations.  With a 70-
year operating history, Friendly's enjoys strong brand recognition
and is currently remodeling its restaurants and introducing new
products to grow its customer base.


GE COMMERCIAL: Fitch Holds Low-B Ratings on Five Cert Classes
-------------------------------------------------------------
Fitch Ratings affirms GE Commercial Mortgage Securities Inc.
commercial mortgage pass-through certificates, series 2005-C3:

     -- $63.8 million class A-1 at 'AAA';
     -- $117.4 million class A-2 at 'AAA';
     -- $180 million class A-3FX at 'AAA';
     -- $25 million class A-3FL at 'AAA';
     -- $145.4 million class A-4 at 'AAA';
     -- $118.2 million class A-5 at 'AAA';
     -- $75 million class A-6 at 'AAA';
     -- $74.5 million class A-AB at 'AAA';
     -- $386.7 million class A-7A at 'AAA';
     -- $55.2 million class A-7B at 'AAA';
     -- $442.3 million class A-1A at 'AAA';
     -- $161.4 million class A-J at 'AAA';
     -- Interest-only class X-C at 'AAA';
     -- Interest-only class X-P at 'AAA';
     -- $13.2 million class B at 'AA+';
     -- $29.1 million class C at 'AA';
     -- $21.2 million class D at 'AA-';
     -- $34.4 million class E at 'A';
     -- $18.5 million class F at 'A-';
     -- $23.8 million class G at 'BBB+';
     -- $21.2 million class H at 'BBB';
     -- $31.7 million class J at 'BBB-';
     -- $7.9 million class K at 'BB+';
     -- $7.9 million class L at 'BB';
     -- $10.6 million class M at 'BB-';
     -- $2.6 million class N at 'B+';
     -- $7.9 million class O at 'B'.

Fitch does not rate the $7.9 million class P and the $23.8 million
class Q.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the October 2006
distribution date, the pool has paid down 0.5% to $2.11 billion
from $2.12 billion at issuance.  There are currently no delinquent
or specially serviced loans.

Fitch reviewed credit assessments of four loans: Oakland City
Center, Inland Hewitt Office Portfolio, Loews Universal Hotel
Portfolio, and Stone Gate Apartments.  All loans maintain
investment grade credit assessments due to their stable
performance since issuance.

Oakland City Center (7.2%) is secured by a 1.6 million square foot
commercial complex that consists of seven office/retail buildings
in the Oakland, CA central business district.  Occupancy as of
June 30, 2006 increased to 97% from 92.4% at issuance.

Inland Hewitt Office Portfolio (6.2%) is secured by two office
properties (in two locations, approximately three miles apart)
that consist of seven buildings totaling 1.1 million sf in
Lincolnshire, Illinois.  The collateral is 100% leased to Hewitt
Associates, Inc. on a triple net basis.

Loews Universal Hotel Portfolio (3.8%) is secured by a leasehold
interest in three full-service luxury hotels located within the
Universal Theme Park in Orlando, Florida.  The occupancy as of
June 30, 2006 remained strong at 87.2% from 83.3% at issuance,
with RevPar at $195.06.

Stone Gate Apartments (0.7%) is secured by a student apartment
complex with 672 bedrooms located less than one mile away from
James Madison University in Harrisonburg, Virginia.  Occupancy as
of June 30, 2006 decreased to 90% from 99% at issuance due to
seasonality.  Occupancy is expected to return to issuance level
when school starts in fall.


GENERAL MOTORS: Selling Hybrid Cars to Chinese Market in 2008
-------------------------------------------------------------
General Motors Corp. will launch its hybrid cars in China
beginning 2008, in time for the Beijing Olympics, Geoff Dyer of
the Financial Times reports.

GM chief executive Rick Wagoner revealed that it will work with
its local partner Shanghai Automotive Industry Corp. to provide
alternative energy vehicles for the fast-growing Chinese market,
FT relates.

According to the report, GM would continue its investment in China
despite the group's cost pressures.  Mr. Wagoner said that the
company is buying more parts locally in order to cut costs in its
China operations in order to maintain a healthy profit while
lowering prices, Gordon Fairclough writes for The Wall Street
Journal.

                       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.


GENTIVA HEALTH: Earns $5.3 Million in Quarter Ended October 1
-------------------------------------------------------------
Gentiva Health Services Inc. reported financial results for the
third quarter and nine months ended Oct. 1, 2006, including
results generated by The Healthfield Group, Inc., which was
acquired by Gentiva on February 28, 2006.

The Company also announced a revised outlook for fiscal 2006 and a
preview of 2007.

Gentiva reported these results for the third quarter of 2006:

   -- Net revenues were $286.2 million, up 30% compared with
      $219.6 million reported for the third quarter of 2005.

   -- Net income was $5.3 million versus net income of
      $4.3 million for the third quarter of 2005.  The figures are
      based on average diluted shares outstanding of 28 million
      for the third quarter of 2006 and 25.1 million for the prior
      year period.

   -- Earnings before interest, taxes, depreciation and
      amortization (EBITDA) were $17.8 million versus $9 million
      for the third quarter of 2005.

   -- EBITDA for the 2006 third quarter included restructuring and
      integration costs of $1.7 million.

Gentiva reported these results for the nine months ended
Oct. 1, 2006:

   -- Net revenues were $813.5 million, up 26% compared with
      $646.8 million reported for the prior year period.

   -- Net income was $15.3 million.  For the comparable period of
      2005, net income was $17 million, including a second quarter
      tax benefit of $4.2 million due to a favorable resolution of
      tax audit issues relating to fiscal 1997 through 2000.

   -- EBITDA was $50.3 million versus $26 million for the first
      nine months of 2005.

   -- EBITDA for the first nine months of 2006 included
      incremental operating income of $1.9 million relating to the
      settlement of Gentiva's appeal with the U.S. Provider
      Reimbursement Review Board on the reopening of the Company's
      1999 Medicare cost reports; restructuring and integration
      costs of $4.4 million; and a charge of $3 million due to the
      new accounting rule for equity-based compensation.

   -- The Company generated operating cash flow of over
      $45 million and made prepayments of $17 million on its term
      loan, resulting in a long-term debt balance of $353 million
      at Oct. 1, 2006.

                          Segment Results

Home Health

Third quarter 2006 net revenues were $192.3 million, up 40% from
$137.7 million in the prior year period.  Operating contribution
was $23.6 million, an increase of 83% from $12.9 million in the
third quarter of 2005.

Nine-month 2006 net revenues were $549.8 million, up 35% from
$405.9 million in the prior year period.  Operating contribution
was $68.6 million for the nine-month period, an increase of 90%
from $36.1 million in the first nine months of 2005.  The
improvements in the 2006 periods were due primarily to
Healthfield's contribution to the Company's performance and
continued Medicare revenue growth over the prior year periods.

CareCentrix

Third quarter 2006 net revenues were $64.8 million, a decline of
23% from $84.6 million reported in the prior year period.
Operating contribution was $5.7 million, a decline of 10% from
$6.3 million in the third quarter of 2005.

Nine-month 2006 net revenues were $199.4 million, a 20% decline
from the $250.6 million reported in the prior year period.
Operating contribution for the nine-month period was
$18.3 million, a decrease of 10% from $20.3 million for the
comparable period of 2005.

The anticipated declines in net revenues and operating
contribution in the 2006 periods were due to previously disclosed
changes in certain commercial relationships.

Other Related Services

Third quarter 2006 net revenues for this segment, which includes
hospice, respiratory therapy, home medical equipment, infusion
services and consulting, were $32 million compared with
$1.4 million in the prior year period due primarily to businesses
related to the Healthfield acquisition.

Operating contribution was $6.3 million compared with $200,000 in
the third quarter of 2005.  Nine-month 2006 net revenues were
$74.1 million compared with $4 million in the prior year period.
Operating contribution was $13.8 million compared with $700,000 in
the first nine months of 2005.

"We have continued to make progress on our priorities, including
the Healthfield integration and the focus on new business
opportunities," Gentiva chairman and chief executive officer Ron
Malone said.

"We've accelerated our work to review the mix and improve the
performance of our home health and hospice businesses and we are
launching new relationships within CareCentrix.  As a result, 2006
is a year in which Gentiva has concentrated on strategies to
transform and reposition the Company for the future."

                     2006 and 2007 Information

Gentiva announced a revised 2006 revenue outlook in a range
between $1.09 billion and $1.11 billion.  The Company also noted
that, based on current revenue trends, clarity on equity
compensation expense and various other items, it anticipates 2006
financial results at the lower end of its previously announced
ranges of $0.84 to $0.90 for diluted earnings per share and
$75 million to $80 million in EBITDA.  The 2006 outlook excludes
the impact of restructuring charges and Healthfield integration
costs.

The 2006 financial outlook has been revised to reflect the
additional time necessary for Gentiva to fully benefit from its
growth strategies for home health, hospice and CareCentrix.  The
Company believes that Medicare revenues in the home health and
hospice businesses, as well as CareCentrix revenues, will achieve
a double-digit percentage growth rate for 2007.

In this regard, the Company announced a preview of 2007, based on
existing Medicare reimbursement rates that anticipates full year
net revenues in a range between $1.23 billion and $1.27 billion.
The Company also indicated that it expects 2007 EBITDA margins to
increase as compared with the current year, and will provide a
profitability outlook once 2007 Medicare reimbursement rates and
other factors, such as 2007 equity compensation expense, are
determined.

Gentiva Health Services, Inc. (NASDAQ: GTIV) --
http://www.gentiva.com/-- provides comprehensive home health and
related services.  Gentiva serves patients through more than
500 direct service delivery units within over 400 locations in
35 states, and through CareCentrix, which manages home health
services for major managed care organizations throughout the
United States and delivers them in all 50 states through a network
of more than 3,000 third-party provider locations, as well as
Gentiva locations.  The Company is a single source for skilled
nursing; physical, occupational, speech and neuro-rehabilitation
services; hospice services; social work; nutrition; disease
management education; help with daily living activities;
respiratory therapy and home medical equipment; infusion therapy
services; and other therapies and services.


GENTIVA HEALTH: Moody's Assigns Loss-Given-Default Ratings
----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sector,
the rating agency confirmed its Corporate Family Rating for
Gentiva Health Services Inc. to B1 from Ba3.

Additionally, Moody's upgraded its probability-of-default ratings
and assigned loss-given-default ratings on these debts:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
Senior Secured
Revolver due 2012         Ba3      Ba3     LGD3        34%

Senior Secured
Term Loan B due 2013      Ba3      Ba3     LGD3        34%

Moody's 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 its 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% - 9%) to
LGD6 (loss anticipated to be 90% - 100%).

Gentiva Health Services, Inc. (NASDAQ: GTIV) --
http://www.gentiva.com/-- provides comprehensive home health and
related services.  Gentiva serves patients through more than
500 direct service delivery units within over 400 locations in
35 states, and through CareCentrix(R), which manages home health
services for major managed care organizations throughout the
United States and delivers them in all 50 states through a network
of more than 3,000 third-party provider locations, as well as
Gentiva locations.


GLOBAL POWER: Hires AlixPartners LLC as Claims & Balloting Agent
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Global
Power Equipment Group Inc. and its debtor-affiliates permission to
employ AlixPartners LLC, as its noticing, claims and balloting
agent.

AlixPartners is expected to:

     a) prepare and serve required notices in these chapter 11
        cases, including:

        -- notice of the commencement of these chapter 11 cases
           and the initial meeting of creditors under Section
           341(a) of the Bankruptcy Code.

        -- notice of claims bar date;

        -- notice of objections to claims;

        -- notice of any hearings on a disclosure statement and
           confirmation of a plan of reorganization;

        -- other miscellaneous notices to any entities as the
           Debtor of the Bankruptcy Court may deem necessary or
           appropriate for an orderly administration of these
           chapter 11 cases; and

        -- the publication of required notices, as necessary.

     b) file with the clerk, within 5-days after the mailing of a
        particular notice, with the clerk's office a certificate
        of affidavit of service that includes a copy of the
        notice involved, a list of persons to whom the notice was
        mailed, and the date and manner of mailing;

     c) assist the Debtor in the preparation and filing of the
        schedules of assets and liabilities and statement of
        financial affairs;

     d) maintain copies of all proofs of claim and proofs of
        interest filed;

     e) maintain official claims registers, including, among
        other things, these information for each proof of claim
        or proof of interest:

        -- name and address of the claimant and any agent
           thereof;

        -- date received;

        -- claim number assigned; and

        -- asserted amount and classification of the claim;

     f) create and administer a claims database;

     g) implement necessary security measure to ensure the
        completeness and integrity of the claims register;

     h) transmit to the clerk's office a copy of the claims
        register on a monthly basis or, in the alternative, make
        available the proof of claim docket online to the clerk's
        office via the claims manager claims system;

     i) maintain an up to date mailing list for all entities that
        have filed a proofs of claim or interest, which list
        shall be available upon request of a party in interest or
        the clerk's office;

     j) provide access to the public for examination of copies of
        the proofs of claim or interest without charge during
        regular business hours;

     k) record all transfers of claims pursuant to the Bankruptcy
        Rule 3001(e) and provide notice of such transfers as
        required by the Bankruptcy Rule 3001(e);

     l) assist the Debtors in the reconciliation and resolution
        of claims;

     m) comply with applicable federal, state, municipal, and
        local statutes, ordinances, rules, regulations, orders
        and other requirements;

     n) provide temporary employees to process claims, as
        necessary;

     o) provide balloting services in connection with the
        solicitation process for any chapter 11 plan to which a
        disclosure statement has been approved by the Court;

     p) provide other claims processing, noticing, and related
        administrative services as may be requested form time to
        time by the Debtors; and

     q) promptly comply with further conditions and requirements
        as the clerk's office of the Court may at any time
        prescribe.

The Debtor's application did not disclose the firm's compensation
rates.

Meade A. Monger, Esq., firm's managing director, assured the Court
that his firm does not hold any interest adverse and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Monger can be reached at:

     Meade A. Monger, Esq.
     Managing Director
     AlixPartners LLC
     2100 McKinney Avenue, Suite 800
     Dallas, TX 75201
     Tel: (214) 647-7500
     Fax: (214) 647-7501
     http://www.alixpartners.com/

Headquartered in Tulsa, Oklahoma, Global Power Equipment Group
Inc. aka GEEG Inc. -- http://www.globalpower.com/-- provides
power generation equipment and maintenance services for its
customers in the domestic and international energy, power and
infrastructure and service industries.  The Company designs,
engineers and manufactures a range of heat recovery and auxiliary
equipment primarily used to enhance the efficiency and facilitate
the operation of gas turbine power plants as well as for other
industrial and power-related applications.  The Company has
facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn,
Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai,
China; Nanjing, China; and Heerleen, The Netherlands.

The Company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
Attorneys at White & Case LLP and The Bayard Firm, P.A., represent
the Debtors.  The Official Committee of Unsecured Creditors
appointed in the Debtors' cases has selected Landis Rath & Cobb
LLP as its counsel.  As of Sept. 30, 2005, the Debtors reported
total assets of $381,131,000 and total debts of $123,221,000.  The
Debtors' exclusive period to filed a chapter 11 plan expires on
Jan. 26, 2007.


GRAFTECH INTERNATIONAL: Moody's Assigns Loss-Given-Default Rating
-----------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Chemicals and Allied Products sectors,
the rating agency confirmed its B1 Corporate Family Rating for
GrafTech International Ltd.

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
   ----------            -------  -------  ------   ----------
   $215 Million
   Guaranteed Senior
   Secured Revolving
   Credit Facility
   due 2010                Ba3      Ba1     LGD1        7%

   $435 Million
   10.25% Guaranteed
   Senior Unsecured
   Global Notes
   due 2012                B2       B2      LGD4       62%

   $225 Million
   1.625% Guaranteed
   Conv. Debentures
   due 2024                B2       B2      LGD4       62%

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%).

GrafTech International Ltd. -- http://www.graftechaet.com/--  
manufactures and provides synthetic and natural graphite and
carbon based products and technical and research and development
services, with customers in 80 countries engaged in the
manufacture of steel, aluminum, silicon metal, automotive products
and electronics.  It manufactures graphite electrodes and
cathodes, products essential to the production of electric arc
furnace steel and aluminum.  It also manufactures thermal
management, fuel cell and other specialty graphite and carbon
products for, and provides services to, the electronics, power
generation, semiconductor, transportation, petrochemical and other
metals markets.  It operates 13 manufacturing facilities located
on four continents.  GRAFCELL, GRAFOIL, and eGRAF are its
registered trademarks.


GREENMAN TECH: Unit Wins Deal to Clean Iowa Scrap Tire Sites
------------------------------------------------------------
GreenMan Technologies Inc. disclosed that the Iowa Department of
Natural Resources has awarded GreenMan'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, President
of GreenMan of Iowa 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.,
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.


HADEN INTERNATIONAL: Voluntary Chapter 7 Case Summary
-----------------------------------------------------
Lead Debtor: Haden International Group, Inc.
             1399 Pacific Drive
             Auburn Hills, MI 48326

Bankruptcy Case No.: 06-11287

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Haden Environmental Corporation            06-11282
      Haden, Inc.                                06-11285
      Haden Schweitzer Corporation               06-11286

Type of Business: The Debtor develops and engineers paint and
                  metal finishing systems and industrial control
                  process systems, for car manufacturers and other
                  industries.

Chapter 7 Petition Date: November 6, 2006

Court: District of Delaware

Judge: Christopher S. Sontchi

Debtor's Counsel: John Henry Knight, Esq.
                  Richards, Layton & Finger, P.A.
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, DE 19899

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.


HAI PHAM: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Hai Van Pham
        Jennifer Tran Pham
        602 Royal Oaks Drive
        Friendswood, TX 77546

Bankruptcy Case No.: 06-10480

Chapter 11 Petition Date: November 7, 2006

Court: Eastern District of Texas (Beaumont)

Debtors' Counsel: Frank J. Maida, Esq.
                  Maida Law Firm P.C.
                  4320 Calder Avenue
                  Beaumont, TX 77706-4631
                  Tel: (409) 898-8200
                  Fax: (409) 898-8400

Total Assets: $1,098,354

Total Debts:  $1,526,457

Debtors' 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Business Loan Express            Security Agreement      $916,962
1633 Broadway, 39th Floor                                  Value:
New York, NY 10019                                       $425,000

U.S. Small Business              Loan                     $78,223
Administration
2719 Air Fresno Drive
Street 107
Fresno, CA 93727

Bank of America                  Credit Card               $6,996
P.O. Box 650687
Dallas, TX 75266-0687

Toys 'R Us                       Credit Card               $5,932
P.O. Box 94014
Palatine, IL 60094-4014

Capital One                      Credit Card               $5,835
P.O. Box 30285
Salt Lake City, UT 84130-0285

Citi                             Credit Card               $4,930

Bank of America                  Credit Card               $4,819

Sears                            Credit Card               $4,575

MBNA America                     Credit Card               $4,482

Home Depot                       Purchase of Goods         $2,454

Best Buy                         Purchase of Goods         $2,275

Chase (Circuit City)             Purchase of Goods         $1,990

Chase                            Credit Card                 $967

Target                           Credit Card                 $948


HEALTHWAYS INC: Moody's Rates $600-Million Loans at Ba2
-------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Healthways,
Inc.'s proposed credit facilities, including a $400 million
revolver and a $200 million term loan B.  The proposed credit
facilities are intended to partially fund the acquisition of Axia
Health Management, Inc., a privately held health support company.
Moody's also assigned a Corporate Family Rating of Ba2, a
Probability of Default Rating of Ba3 and a speculative grade
liquidity rating of SGL-1.

The outlook for the ratings is stable.

The ratings reflect Healthways' strong revenue growth, sizable
margins and solid financial metrics.  The ratings also incorporate
Moody's expectations that Healthways will benefit from favorable
demographic trends, increased scale associated with the
acquisition and expanded scope into the health support market.

Moody's expects the combined company to maintain stable margins
over the intermediate term while paying down amounts drawn on the
revolver to fund the acquisition.

The ratings are constrained by the continued customer
concentration and relatively small revenue base.  Further, the
intended acquisition is the largest in the company's history and
the ratings reflect integration risk and Moody's expectation of a
continued acquisition strategy.

Additionally, the ratings acknowledge the potential risks
associated with revenue and earnings volatility as a result of
Medicare Health Support pilot programs.

The stable ratings outlook reflects Moody's expectation that the
company will able to integrate the Axia business while continuing
to grow its existing book of business.  The ratings also reflect
Moody's expectation of a measured approach toward acquisitions and
maintenance of conservative financial policies, including rapid
repayment of amounts outstanding under the revolver.

Moody's expects the company to use available cash flow to repay
amounts outstanding on the revolver.  If the company diverges from
its conservative financial policy and significantly increases
leverage for either acquisitions or expansion, Moody's could
revise the outlook to negative or downgrade the ratings.
Given the company's appetite for acquisitions, relatively small
size and customer concentration, Moody's does not believe an
upgrade in the near term is likely.

The assignment of the Speculative Grade Liquidity Rating of SGL-1
reflects Moody's belief that the company will have very good
liquidity over the next four quarters.  Contributing factors
include the expectation of cash flows that are sufficient to fund
all working capital and capital expenditure needs and access to
the unused portion of the $400 million revolver.

Moody's assigned these ratings:

   -- Corporate Family Rating, Ba2
   -- Revolving Credit Facility due 2011, Ba2 (LGD3, 31%)
   -- Term Loan B due 2013, Ba2 (LGD3, 31%)
   -- Speculative Grade Liquidity Rating, SGL-1
   -- Probability of Default Rating, Ba3

Headquartered in Nashville, Tennessee, Healthways, Inc. provides
Health and Care Support programs and services, including disease
management, care enhancement services and Outcomes-Driven Wellness
programs to health plans, hospitals, governments and employers.
Healthways recognized revenue of approximately $412 million for
the fiscal year ended Aug. 31, 2006.


HERCULES INC: 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 Ba2 Corporate Family Rating for
Hercules Incorporated.

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
   ----------            -------  -------  ------   ----------
   $150 Million
   Guaranteed Senior
   Secured Revolving
   Credit Facility
   due 10/2010             Ba1     Baa3     LGD2       18%

   $391 Million
   Guaranteed Senior
   Secured Term
   Loan Bdue 2012          Ba1     Baa3     LGD2       18%

   $100 Million
   6.60% Guaranteed
   Senior Secured
   Notes due 2027          Ba1     Baa3     LGD2       18%

   $16 Million
   11.125% Guaranteed
   Senior Unsecured
   Notes due 2007          Ba2      Ba2     LGD3       40%

   $250 Million
   6.75% Guaranteed
   Senior Sub.
   Notes due 2029          Ba3      Ba3     LGD4       61%

   $3 Million
   8.00% Convertible
   Sub. Debentures
   due 2010                B1       B1      LGD5       89%

   $217 Million
   6.50% Junior
   Sub. Deferrable
   Int. Debentures
   due 2029                B1       B1      LGD5       89%

   Shelf - Senior
   Unsecured               Ba2      Ba2     LGD3       40%

   Shelf - Sub.            B1       Ba3     LGD4       61%

   Shelf - Junior
   Subordinated            B1       B1      LGD5       89%

   Shelf - Pref.
   Cum.                    B1       B1      LGD6       97%

   Shelf - Pref.
   Non Cum.                B2       B1      LGD6       97%

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

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

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

Hercules Inc. -- http://www.herc.com/-- manufactures and markets
chemical specialties globally for making a variety of products for
home, office and industrial markets.


HINES HORTICULTURE: Adds $11.1 Million Asset Impairment Charge
--------------------------------------------------------------
Hines Horticulture Inc., relative to its re-evaluation of the fair
value of its four Northeast facilities, recorded an additional
impairment charge of $11.1 million on Sept. 30, 2006.

The Company previously disclosed that it had performed impairment
tests on the assets it is seeking to sell by Dec. 31, 2006.  The
assets included its four nursery facilities located in the
Northeast as well as certain assets located in Miami, Florida.
The original impairment tests determined that the carrying value
of the long-lived assets for the Northeast facilities had exceeded
the estimated undiscounted future cash flows associated with the
use of the assets and therefore were deemed unrecoverable.  An
impairment charge of approximately $8 million was recorded in the
Company's statements of operations for the period ended
June 30, 2006.

On October 30, 2006, the Company conducted a re-evaluation of the
fair value of its four Northeast facilities.  The re-evaluation
followed from two major customers withdrawing substantial future
sales commitments from three of the four sites, which occurred
subsequent to the original announcement of the sale of the four
Northeast facilities.  The withdrawal represented a 78% reduction
of the 2007 annual sales commitments for the three facilities and
reduced the fair market value of the assets.

As a result of the re-evaluation, the Company has determined that
an additional impairment charge of $11.1 million be recorded to
more accurately reflect the fair value of the assets.  The
impairment charge was recorded in the statements of operations for
the period ended September 30, 2006.

Headquartered in Irvine, California, Hines Horticulture Inc.
(NASDAQ: HORT) -- http://www.hineshorticulture.com/-- operates
commercial nurseries in North America, producing a broad
assortment of container grown plants.  Hines Horticulture sells
nursery products primarily to the retail segment, which includes
premium independent garden centers, as well as leading home
centers and mass merchandisers, such as Home Depot, Lowe's and
Wal-Mart.

                         *     *     *

Hines Horticulture Inc.'s 10-1/4% Bonds carry Moody's Investors
Service's B3 rating and Standard & Poor's Ratings Services' CCC+
rating.


HINES HORTICULTURE: Sells Miami Properties to F&J for $12.5 Mil.
----------------------------------------------------------------
Hines Horticulture, Inc.'s subsidiary, Hines Nurseries, Inc., in
connection with the second phase of the Company's disposition
plan, entered into a commercial contract with F & J Farms, LLC, a
Florida limited liability company, to sell to F&J one of the two
Miami properties consisting of approximately 138 acres of land in
Miami-Dade County, Florida and certain other assets of Hines
Nurseries which will be identified during the Due Diligence
period.

The Company disclosed that the sales price for the land and other
assets is approximately $12.5 million.

The Company previously disclosed that it had determined to
discontinue its nursery operations in the Miami, Florida area and
sell its assets located in Miami, Florida in two phases.  The
first phase involved the disposition of the operating assets and
inventory located in Miami, Florida and the second phase comprises
the disposition of its two remaining real properties located in
the Miami, Florida area.

Pursuant to the terms of the F&J Contract, F&J has 40 days to
inspect the Land and the other assets and to perform due diligence
to determine whether the land and the other assets are suitable
for F&J's intended use.  The Company anticipates that the closing
of the purchase and sale of the land and the other assets will
occur on or before Dec. 28, 2006.

The Company also said that there are no material relationships,
other than in respect of the F&J Contract between the Company,
Hines Nurseries and F&J.

A full text-copy of the Commercial Contract between Hines
Nurseries, Inc. and F & J Farms, LLC may be viewed at no charge
at http://ResearchArchives.com/t/s?14a1

Headquartered in Irvine, California, Hines Horticulture Inc.
(NASDAQ: HORT) -- http://www.hineshorticulture.com/-- operates
commercial nurseries in North America, producing a broad
assortment of container grown plants.  Hines Horticulture sells
nursery products primarily to the retail segment, which includes
premium independent garden centers, as well as leading home
centers and mass merchandisers, such as Home Depot, Lowe's and
Wal-Mart.

                         *     *     *

Hines Horticulture Inc.'s 10-1/4% Bonds carry Moody's Investors
Service's B3 rating and Standard & Poor's Ratings Services' CCC+
rating.


HOLLINGER INC: Subsidiary Sells Toronto Property for $9.8 Million
-----------------------------------------------------------------
Domgroup Ltd., a wholly owned subsidiary of Hollinger Inc.,
completed the sale of real property located at 3087-3101 Dufferin
Street and 770 Lawrence Avenue West, Toronto, Ontario.  Domgroup
Ltd. received cash proceeds of approximately $9.8 million and a
vendor take-back mortgage in the principal amount of $9.8 million,
interest-free until Oct. 31, 2008, bearing 4.95% thereafter, and
due on Oct. 31, 2009.

The Company also reported that Robert Gillespie has resigned from
Hollinger's Board of Directors, effective Oct. 26, 2006.

                      About Hollinger Inc.

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

                         Litigation Risks

Hollinger Inc. faces various court cases and investigations:

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

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

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

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

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

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

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

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


HOVNANIAN ENTERPRISES: Warns of Losses in 2006 Fourth Quarter
-------------------------------------------------------------
Hovnanian Enterprises, Inc., disclosed preliminary operating
results for the fourth quarter and fiscal year ended Oct. 31,
2006.  The Company delivered 5,490 homes in the fourth quarter,
bringing total deliveries in fiscal 2006 to 20,208 homes,
including 2,261 homes in unconsolidated joint ventures.

Net contracts for the quarter were 3,100, excluding unconsolidated
joint ventures, a decrease of 36% from last year's fourth quarter.
These results reflect a continued high level of contract
cancellations, driven in part by the inability of buyers to sell
their existing homes.  Cancellations for the fourth quarter were
35% of gross contracts, an increase from a cancellation rate of
25% in last year's fourth quarter and a slight increase from the
33% reported in the third quarter of 2006.

Although the analysis of land related charges for the fourth
quarter is not completed, the Company is providing an early
indication of the magnitude of such charges it anticipates for the
quarter.  The Company estimates that it will incur pretax
inventory impairment charges and land option deposit write-off
charges totaling approximately $300 million, with about 50% of the
charges associated with inventory impairments.  Prior to the
effect of these additional charges, fully diluted earnings for
fiscal 2006 are expected to be in the range of $4.85 - $5.25 per
common share, near the lower end of the Company's prior guidance
of $5.00 to $5.75 per common share.  Net of these charges, the
Company expects to report a net loss for the fourth quarter.
Despite the charge-offs and the net loss for the quarter, the
Company expects to report a pretax profit in the range of
$215 million to $255 million for the year and to end the year with
total shareholder's equity in excess of $1.9 billion, an 8%
increase from October 31, 2005.

"Our financial results for the fourth quarter continued to be
negatively impacted by high cancellation rates and increased use
of concessions and incentives, particularly on the resale of those
homes which experienced contract cancellations," commented Ara
Hovnanian, President and Chief Executive Officer of Hovnanian
Enterprises, Inc.  "As we begin fiscal 2007, we are optimistic
that some of our more challenging markets will begin to experience
decreasing cancellations and an improved sales pace.  However, we
have not seen signs of such improvement to date, despite
reasonably healthy levels of buyer traffic at many of our
communities."

"We have successfully renegotiated a large number of our land
option contracts in the third and fourth quarters of fiscal 2006,
and we have also walked away from our deposits and pre-development
costs on many other option contracts where it did not make
economic sense to proceed," Mr. Hovnanian continued.  "Although it
is painful to incur these non-cash charges, we believe it is much
better than proceeding to build-out these communities at very low
returns or losses over the coming years.  We are continuing to
focus on conservative balance sheet management during this
slowdown, and we ended the year with a zero outstanding balance on
our $1.5 billion unsecured revolving credit facility.  This leaves
us well-positioned to contract for new land opportunities at
discounted prices as our markets begin to adjust, and to further
accelerate our recent market share gains by rebuilding our
inventory of land held under option contracts," Mr. Hovnanian
said.  The Company ended the year with approximately 427 active
communities, which is below its prior estimate of 440 communities
as a result of walking away from certain options and negotiating
delays in the takedown on other communities.

                 About Hovnanian Enterprises

Headquartered in Red Bank, New Jersey, Hovnanian Enterprises,
Inc., is a homebuilder with operations in Arizona, California,
Delaware, Florida, Georgia, Illinois, Maryland, Michigan,
Minnesota, New Jersey, New York, North Carolina, Ohio,
Pennsylvania, South Carolina, Texas, Virginia and West Virginia.
The Company's homes are marketed and sold under the trade names K.
Hovnanian Homes, Matzel & Mumford, Forecast Homes, Parkside Homes,
Brighton Homes, Parkwood Builders, Windward Homes, Cambridge
Homes, Town & Country Homes, Oster Homes, First Home Builders of
Florida and CraftBuilt Homes.

                         *     *     *

As reported in the Troubled Company Reporter on June 8, 2006,
Fitch Ratings assigned a 'BB+' rating to Hovnanian Enterprises,
Inc.'s $250 million senior unsecured notes due 2017.  Fitch
affirmed Hovnanian's Issuer Default Rating of 'BB+', senior
unsecured debt and unsecured bank credit facility ratings.  Fitch
affirmed the 'BB-' senior subordinated notes rating.  The series A
noncumulative perpetual preferred stock rating of 'B+' is also
affirmed.


IMMUNE RESPONSE: Issues 13 Million Common Shares for PR Services
----------------------------------------------------------------
The Immune Response Corporation, on Oct. 26, 2006, issued
10,000,000 shares of its common stock as part of the consideration
for a commitment to provide U.S. domestic investor and public
relations services pursuant to a six-month contract for the
services.  The Company estimates the value of the services
attributable to the stock payment to be equal to $180,000.

Also on Oct. 26, 2006, the Company issued 3,000,000 shares of
common stock as part of the consideration for a commitment to
provide European investor and public relations services pursuant
to a three-month contract for the services.  Estimated value of
the services attributable to the stock payment is equal to
$54,000.

The 13,000,000 shares were issued pursuant to the Securities Act
Section 4(2) registration exemption.

Headquartered in Carlsbad, California, The Immune Response
Corporation (OTCBB:IMNR) -- http://www.imnr.com/-- is an
immuno-pharmaceutical company focused on developing products to
treat autoimmune and infectious diseases.  The Company's lead
immune-based therapeutic product candidates are NeuroVax(TM) for
the treatment of multiple sclerosis and IR103 for the treatment of
Human Immunodeficiency Virus infection.  Both of these therapies
are in Phase II clinical development and are designed to stimulate
pathogen-specific immune responses aimed at slowing or halting the
rate of disease progression.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 8, 2006,
Levitz, Zacks & Ciceric expressed substantial doubt about The
Immune Response's ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company's stockholders' deficit and comprehensive loss for
each of the years in the two-year period ended Dec. 31, 2005.


INT'L FINANCIAL: Case Summary & Three Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: International Financial Tower, Inc.
        4001 Presidential Parkway, Suite 1506
        Atlanta, GA 30340 678-855-5856

Bankruptcy Case No.: 06-74370

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                           Case No.
      ------                           --------
      Total Financial Center           06-74371
      Buford, LLC

      Total Financial Center           06-74373
      South Main Street, LLC

      Total Financial Center           06-74375
      726 Jesse Jewel, LLC

Chapter 11 Petition Date: November 6, 2006

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtors' Counsel: Rodney L. Eason, Esq.
                  The Eason Law Firm
                  Suite 200, 6150 Old National Highway
                  College Park, GA 30349-4367
                  Tel: (770) 909-7200
                  Fax: (770) 909-0644

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

A. Total Financial Center Buford, LLC's Largest Unsecured
   Creditor:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Gwinnet County Tax Comm.         2006 Property Tax         $4,379
75 Bangley Drive
Lawrencville, GA 30045

B. Total Financial Center South Main Street, LLC does not have any
   creditors who are not insiders.

C. Total Financial Center 726 Jesse Jewel, LLC's Two Largest
   Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
City of Gainesville Tax Comm.      2006 Property Tax      $36,300
P.O. Box 2496
Gainesville, GA 30503

Hall County Tax Comm.              2006 Property Tax       $8,800
P.O. Box 1579
Gainesville, GA 30503


JETBLUE AIRWAYS: Moody's Rates Class B-1 Certificates at Ba3
------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the Class G-1
Certificates and a Ba3 rating to the Class B-1 Certificates of
JetBlue Airways Corporation's Spare Parts Pass Through
Certificates.

The Aaa rating of the Class G-1 Certificates is based on a
Financial Guarantee Insurance Policy issued by MBIA Insurance
Corporation.  The Policy guarantees the timely payment of interest
when due and the ultimate payment of principal at the January 2016
final maturity date only for the Class G-1 Certificates.

Moody's rates the Insurance Financial Strength of MBIA at Aaa.  In
addition, a liquidity facility supports eight quarterly payments
for the Class G-1 Certificates in the event of a payment default
on the underlying equipment notes by JetBlue.  There is no
equivalent policy in place for the Class B-1 Certificates, nor is
there any liquidity facility for the Class B-1 Certificates.

Both the Class G-1 and the Class B-1 Certificates are secured by
substantially all of JetBlue's eligible aircraft spare parts
inventory, excluding engines, provided the collateral is located
in certain Designated Locations.  However, the Class B-1
Certificates are subordinate to the Class G-1 Certificates in
right of payment.  The Ba3 rating of the Class B-1 Certificates is
based on the structure of the SP Certificates, particularly the
benefits to the certificate holders from Section 1110 of the US
Bankruptcy Code, the quality of the collateral, and the underlying
rating of JetBlue Airways Corporation.

EETC Structure:

The structure of the SP Certificates is similar to typical
Enhanced Equipment Trust Certificate financings for aircraft,
including that the trustee will benefit from the provisions of
Section 1110 of the US Bankruptcy Code.

The primary differences are:

   (a) that the collateral is the spare parts for aircraft rather
       than the aircraft themselves;

   (b) the notes are effectively cross collateralized since there
       is only a single pool of collateral;

   (c) a semi-annual appraisal is required; and,

   (d) importantly, a mechanism is in place to maintain the Loan
       to Value ratio at or below 45% for the Class G-1
       Certificates and at or below 75% for the Class B-1
       Certificates.

Should the collateral value decline such that the LTV exceeds
these specified amounts, JetBlue is required to add collateral,
repay debt or add cash to an escrow account sufficient to achieve
the LTV threshold.  Cash and certain other collateral may not be
Section 1110 eligible. The SP Certificates structure also includes
a mechanism for JetBlue to issue additional equipment notes and
pass through certificates secured on a pari-passu basis with the
initial issuance of debt in the future.  Rating agency affirmation
that issuing additional certificates will not affect the rating of
the Class G-1 or Class B-1 certificates, among other conditions,
would be needed.

Collateral Discussion:

Moody's ratings considered the quality of JetBlue's spare parts
inventory in light of the company's relatively young fleet,
including its Airbus A320 aircraft and the new Embraer 190
aircraft now being introduced.  A320 aircraft are in particularly
high demand at this time, and the parts could also benefit
somewhat from this high demand with a robust valuation.

Additionally, the Embraer 190 model is early in deployment and,
while having a number of favorable operating characteristics,
there is no secondary market at this time from which to assess the
current market value of the aircraft or the parts.

Consequently, any incremental benefit from having a comparatively
newer fleet would be captured in the appraised value of the
associated parts, in Moody's view.

Finally, Moody's note that as a point-to-point carrier, JetBlue's
parts inventory is located in more locations than traditional hub
and spoke carriers.  This wide distribution could limit recovery
value should the parts need to be liquidated for cash, although an
estimate of the added costs from the identification, collection
and delivery of the parts has been considered as part of the
valuation process.

JetBlue Airlines Corporation underlying rating:

The B2 Corporate Family Rating (Negative outlook) reflects
JetBlue's position as a highly leveraged airline, but growing
rapidly with a strong brand name and appealing product.  Debt
continues to increase as the company finances delivery of aircraft
as part of its growth plan.  The company has considerable forward
purchase commitments implying further indebtedness.  Rapid growth
has resulted in weak credit metrics, with debt to EBITDA of 15.8x
and EBIT to interest expense of 0.2x.

"JetBlue has taken appropriate actions recently to stabilize its
financial position by deferring near-term aircraft deliveries"
according to Bob Jankowitz, Senior Vice President at Moody's
Investors Service.  Still, the target for 14-18% growth in 2007
ASMs is a considerable multiple above the growth plans of most
other North American carriers.  As well, JetBlue introduced
various revenue management programs to increase passenger yield,
which has had some success over recent months.

Finally, the comparatively young age of the fleet and the forward
order book, likely at attractive delivery prices, is a competitive
advantage in the current high-demand operating environment for
passenger travel.  The young fleet is fuel efficient with low
maintenance expenses, at least for the near term.

"[t]he outlook reflects Moody's concern that JetBlue will likely
face considerable challenges over the longer term to increase and
then sustain profitability, particularly given the difficult
operating environment of high fuel prices and increasing
competition in JetBlue's east coast markets" according to Bob
Jankowitz at Moody's.

JetBlue is likely to increase debt considerably over the next
several years as it takes delivery of more aircraft to expand
operations.

Spare Parts EETC's compared to Aircraft EETC's:

"In the event of reorganization, JetBlue would be required to
continue payments on the entire transaction in order to retain
access to any of its spare parts covered by the SP Certificates,
which are necessary to keep its aircraft operating", noted Bob
Jankowitz at Moody's Investors Service.

Unlike EETC transactions for aircraft in which the airline can
accept or reject individual aircraft, the documentation requires
JetBlue to accept or reject the entire spare parts collateral
pool.  Under Section 1110 of the US Bankruptcy Code, if JetBlue
fails to pay its obligations under the SP Certificates, the
collateral trustee would have the right to repossess the spare
parts.  Without access to these parts, or a similar pool, JetBlue
could not continue to effectively fly its fleet.  The collateral
includes substantially all of the eligible spare parts located in
the United States in JetBlue's inventory for Airbus A320 and
Embraer 190 model aircraft.

Liquidity Facility for the Class G-1 Certificates:

If JetBlue were to fail to make interest payments as scheduled, a
liquidity facility for eight quarterly interest payments defers a
default on the Class G-1 Certificates only.  The Primary Liquidity
Provider is Landesbank Hessen--Thringen Girozentrale  and the
Above-Cap Liquidity Provider is Morgan Stanley Capital Services,
Inc. whose obligations will be unconditionally guaranteed by
Morgan Stanley.

The Primary Liquidity Provider has a priority claim on proceeds
from liquidation ahead of any of the holders of the SP
Certificates, and is also the controlling party following default.
Under certain default circumstances, LIBOR used to calculate the
floating interest on the SP Certificates will be capped at 10%
plus the Class G-1 pricing margin; however the above-cap liquidity
facility ensures payment of the full, uncapped interest due.

Moody's also notes that the Above-Cap Liquidity Provider does not
have a claim on the collateral.

Ratings assigned:

   -- JetBlue Airways Spare Parts Pass Through Certificates Class
      G-1 at Aaa, Class B-1 at Ba3.

   -- JetBlue Airways Corporation is headquartered in Forest
      Hills, New York.


JLG INDUSTRIES: Launches 8-1/4% Sr. Notes Offers & Solicitations
----------------------------------------------------------------
JLG Industries Inc. commenced offers to purchase for cash any
and all of its outstanding 8-1/4% Senior Notes due 2008 in an
aggregate principal amount of $89,545,000 and 8-3/8% Senior
Subordinated Notes due 2012 in an aggregate principal amount of
$113,750,000.  In connection with the offers, holders of the Notes
are being solicited to provide consents to certain amendments to
the indentures for the Notes that would eliminate most of the
restrictive covenants and events of default contained in the
indentures.

JLG is making the offers as required by the Agreement and Plan of
Merger dated Oct. 15, 2006, by and among JLG, Oshkosh Truck
Corporation and Steel Acquisition Corp.

The consent solicitations will expire at 5:00 p.m., New York City
time, on Nov. 20, 2006, and the offers will expire at midnight,
New York City time, on Dec. 5, 2006, in each case unless extended
or earlier terminated by JLG.

As described in more detail in the Offer to Purchase and
Consent Solicitation Statement dated November 6, 2006, a copy of
which will be distributed to noteholders promptly, the total
consideration for each $1,000 principal amount of Notes validly
tendered and accepted for purchase by JLG will be calculated based
upon a fixed spread of 50 basis points over the bid side yield on
the 4.875% U.S. Treasury Note due Apr. 30, 2008, in the case of
the 2008 Notes, and the 3.5% U.S. Treasury Note due
May 31, 2007, in the case of the 2012 Notes.

The foregoing total consideration for the Notes includes a consent
payment equal to $30 per $1,000 principal amount of Notes
tendered.  Holders must validly tender their Notes on or before
the Consent Deadline in order to be eligible to receive the total
consideration, which includes the consent payment.  Holders who
validly tender their Notes after the Consent Deadline and before
the expiration of the offers will only be eligible to receive
an amount equal to the total consideration minus the consent
payment.  Additionally, holders whose Notes are purchased pursuant
to the offers will receive any accrued but unpaid interest for the
period up to but not including the payment
date for the Notes.

JLG Industries, Inc. -- http://www.jlg.com/-- produces access
equipment (aerial work platforms and telehandlers) and highway-
speed telescopic hydraulic excavators.  JLG's manufacturing
facilities are located in the United States, Belgium, and France,
with sales and service operations on six continents.

                         *     *     *

As reported in the Troubled Company Reporter on May 24, 2006,
Moody's Investors Service upgraded the debt ratings of JLG
Industries, Inc. -- Corporate Family Rating to Ba3 from B1, Senior
Unsecured Notes to B1 from B2, and Senior Subordinate Notes to B2
from B3.  The outlook is changed to stable from positive.


KB HOME: U.S. Bank Issues Notice of Default on Senior Notes
-----------------------------------------------------------
KB Home reported that it has received letters from U.S. Bank
stating that they are in default with respect to its 7-1/4% Senior
Notes due 2018, 6-1/4% Senior Notes due 2015, 5-7/8% Senior Notes
due 2015, and 5-3/4% Senior Notes due 2014 and with respect to KB
Home's 8-5/8% Senior Subordinated Notes due 2008, 7-3/4% Senior
Subordinated Notes due 2011, and 9-1/2% Senior Subordinated Notes
due 2011 on Nov. 2, 2006.

U.S. Bank states in the letters that it is the successor trustee
under the indentures for each of the foregoing Senior and Senior
Subordinated Notes.

The letters state that KB Home is in default under the indentures
because it has not delivered to the trustee a copy of KB Home's
Quarterly Report on Form 10-Q for the quarter ended Aug. 31, 2006.

KB Home is reviewing the letters, as well as other similar letters
the Company has previously received, and is considering their
validity as notices of default.  Under the indentures, if KB Home
fails to cure a default within the 60 days after notice is
effectively given, the default could become an "event of default,"
allowing the trustee or the holders of at least 25% in aggregate
outstanding principal amount of a series of notes issued under
such indenture to accelerate the maturity of such series.

As previously announced, KB Home is soliciting consents from the
holders of record as of 5:00 p.m. on Oct. 24, 2006 of its Senior
Notes, to approve a proposed amendment to the indenture for its
Senior Notes to extend the time for the Company to file the
Third Quarter 10-Q no later than Feb. 23, 2007.  The consent
solicitation expired at 5:00 p.m. on Nov. 7, 2006.

As previously described in the Company's Form 12b-25 filed with
the Securities and Exchange Commission on Oct. 10, 2006, the
Company has not yet filed with the SEC the Third Quarter 10-Q in
order to allow additional time to complete an internal review of
its historical stock option grants and related accounting.
Although there can be no assurance that the Company will meet this
schedule, the Company intends to file the Third Quarter
10-Q and to provide copies of that report to the trustee under the
indentures on or before Dec. 24, 2006, which would be in time to
cure any default that might be declared under the indentures as a
result of the delayed filing of the Third Quarter 10-Q.

Headquartered in Los Angeles, California, KB Home (NYSE: KBH)
-- http://www.kbhome.com/-- is a homebuilder with domestic
operating divisions in some of the fastest-growing regions and
states: West Coast-California; Southwest-Arizona, Nevada and New
Mexico; Central-Colorado, Illinois, Indiana and Texas; and
Southeast-Florida, Georgia, North Carolina and South Carolina.
Kaufman & Broad S.A., the Company's publicly traded French
subsidiary, a homebuilding company in France.  It also operates KB
Home Mortgage Company, a full-service mortgage company for
the convenience of its buyers.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 27, 2006,
Standard & Poor's Ratings Services placed its BB+ corporate
credit, BB+ senior unsecured, and BB- senior subordinated debt
ratings on KB Home on CreditWatch with negative implications.  The
CreditWatch listings affect $1.65 billion of senior notes and
$750 million of senior subordinated notes.

As reported in the Troubled Company Reporter on Sept. 15, 2006,
Fitch Ratings affirmed and revised the Rating Outlook to Stable
from Positive for KB Home's Issuer Default Rating 'BB+', Senior
unsecured debt and revolving credit facility 'BB+' and Senior
subordinated debt 'BB-'.

As reported in the Troubled Company Reporter on July 14, 2006,
Moody's Investors Service affirmed all of the ratings of KB Home,
including its Corporate Family Rating of Ba1, senior debt rating
of Ba1, and senior subordinated debt rating of Ba2.  The rating
outlook is revised to stable, from positive.


KIRKLAND KNIGHTSBRIDGE: Wants MacConaghy as Bankruptcy Counsel
--------------------------------------------------------------
Kirkland Knightsbridge LLC asks permission from the United States
Bankruptcy Court for the Northern District of California to employ
MacConaghy & Barnier, PLC as bankruptcy counsel, nunc pro tunc to
Sept. 21, 2006.

Kirkland Knightsbridge will:

    a) advise the Debtor regarding matters of bankruptcy law;

    b) represent the Debtor in proceeding or hearing in the
       Bankruptcy Court;

    c) assist the Debtor in the preparation and litigation of
       appropriate applications, motions, and other legal papers;

    d) advise the Debtor concerning the requirements of the
       Bankruptcy Code and Rules relating to the administration of
       the case and the operation of the Debtor's business;

    e) assist the Debtor in the negotiation, preparation,
       confirmation, and implementation of a plan of
       reorganization; and

    f) perform all other legal services as may be necessary.

John H. MacConaghy, a principal at MacConaghy & Barnier, assures
the Court that his firm is a disinterested person pursuant to
Section 101(13) of the Bankruptcy Code.

                           Compensation

For its services, the firm will bill the Debtor at their normal
hourly rates, in addition to a retainer of $10,000 as well actual
and necessary expenses.

Mr. MacConaghy charges $350 per hour for his services, while Jean
Barnier charges $225 per hour.  Mr. MacConaghy and Jean Barnier
are the primary professionals in this engagement.

About Kirland Knightbridge

Kirkland Knightsbridge LLC dba Kirkland Ranch Winery --
http://www.kirklandranchwinery.com/-- operates vineyards and
wineries in the Napa Valley region and breeds cattle for
commercial consumption.  The company filed a chapter 11 petition
on September 21, 2006 (U.S. Bankr. N.D. Calif. Case No. 06-10628).

The company's debtor-affiliate, Kirkland Cattle Company, filed a
separate chapter 11 petition in the same court under Case No.
06-10630.

John H. MacConaghy, Esq. at MacConaghy and Barnier, PLC represents
the Debtors in their restructuring efforts.  When the Debtors
sought protection from their creditors, they listed assets and
debts between $10 million to $100 million.


KIRKLAND KNIGHTSBRIDGE: Selects Sugarman as Special Accountant
--------------------------------------------------------------
Kirkland Knightbridge LLC asks permission from the U.S. Bankruptcy
Court for the Northern District of California to employ Sugarman &
Co. LLP as special accountant.

Sugarman will:

     a) perform certain forensic accountancy services in
        connection with the Debtor's various disputes with 360
        Global Wine Company Inc. and its affiliates; and

     b) perform other accountancy services for the estate as may
        be necessary.

                        Compensation Terms

The Debtors has agreed to provide Sugarman a $5,000 interim
retainer.

Sugarman's professionals and their hourly rates are:

           Position                  Hourly Rate
           --------                  -----------
           Partner                   $250 - $400
           Manager                   $225 - $325
           Administrative             $50 - $100

Randy Sugarman, a principal at Sugarman & Co. LLP, assures the
Court that his firm does not hold any interest adverse to the
estate.

About Kirland Knightbridge

Kirkland Knightsbridge LLC dba Kirkland Ranch Winery --
http://www.kirklandranchwinery.com/-- operates vineyards and
wineries in the Napa Valley region and breeds cattle for
commercial consumption.  The company filed a chapter 11 petition
on September 21, 2006 (U.S. Bankr. N.D. Calif. Case No. 06-10628)

The company's debtor-affiliate, Kirkland Cattle Company, filed a
separate chapter 11 petition in the same court under Case No.
06-10630.

John H. MacConaghy, Esq. at MacConaghy and Barnier, PLC represents
the Debtors in their restructuring efforts.  When the Debtors
sought protection from their creditors, they listed assets and
debts between $10 million to $100 million.


KRATON POLYMERS: 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. chemical and allied products sectors, the
rating agency confirmed its B1 Corporate Family Rating for Kraton
Polymers LLC.

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
   ----------            -------  -------  ------   ----------

   $385 Million
   Graduated Senior
   Secured Term
   Loan Due May 2013       B1       Ba3      LGD3       34%

   $75 Million
   Graduated Senior
   Secured Revolving
   Credit Facility
   Due May 2011            B1        Ba3     LGD3        34%

   $200 Million
   8.125% Graduated
   Subordinate Unsec.
   Notes Due Jan 2014      B3         B3      LGD5       85%

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 Houston, Texas, Kraton Polymers -- http://www.kraton.com/
-- is a manufacturer of styrenic block copolymers.


KRONOS INTERNATIONAL: Moody's Assigns Loss-Given-Default Rating
---------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. chemical and allied products sectors, the
rating agency confirmed its B1 Corporate Family Rating for Kronos
International, Inc. as well as the B2 rating on the Company's
EUR400 million Senior Secured Notes due 2013.  Moody's also
assigned an LGD5 rating to those debentures, suggesting
noteholders will experience a 75% 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 Dallas, Texas, Kronos International is engaged in
European value-added titanium dioxide pigments operations.


L'EAU LLC: Involuntary Chapter 11 Case Summary
----------------------------------------------
Alleged Debtor: L'Eau LLC
                1937 East Calle de Arcos
                Tempe, AZ 85281

Case Number: 06-03714

Involuntary Petition Date: November 7, 2006

Chapter: 11

Court: District of Arizona (Phoenix)

Petitioners' Counsel: Don C. Fletcher, Esq.
                      The Cavanagh Law Firm
                      1850 North Central Avenue, Suite 2400
                      Phoenix, AZ 85004
                      Tel: (602) 322-4000
                      Fax: (602) 322-4100

                           -- and --

                      Crowley & Crowley
                      20 North Park Place
                      Morristown, NJ 07960
                      Tel: (973) 829-0550

   Petitioners                   Nature of Claim     Claim Amount
   -----------                   ---------------     ------------
W. Scott Stornetta, Jr.          Outstanding Loans       $376,952
3 Peachtree                      and unpaid salary  plus interest
Morristown, NJ 07960

Wakefield Stornetta              Outstanding Loans       $205,500
1524 Circle Drive                                   plus interest
Annapolis, MD 21401

David Heslington                 Outstanding Loans         $8,000
278A Street                                         plus interest
Salt Lake City, UT 84103

Larry Sampson                    Outstanding Loans         $7,000
15 Vale Road                                        plus interest
Whippany, NJ 07981


LB-UBS: Moody's Affirms Junk Rating on $3.9MM Class N Certificates
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of seven classes
and affirmed the ratings of eight classes of LB-UBS Commercial
Mortgage Trust 2000-C3, Commercial Mortgage Pass-Through
Certificates, Series 2000-C3:

   Class A-1, $51,825,594, Fixed, affirmed at Aaa
   Class A-2, $641,288,000, Fixed, affirmed at Aaa
   Class X, Notional, affirmed at Aaa
   Class B, $71,813,000, Fixed, affirmed at Aaa
   Class C, $48,964,000, Fixed, upgraded to Aaa from Aa1
   Class D, $19,585,000, Fixed, upgraded to Aaa from Aa3
   Class E, $13,057,000, WAC, upgraded to Aa2 from A2
   Class F, $13,057,000, WAC, upgraded to A1 from Baa1
   Class G, $11,751,000, WAC, upgraded to A2 from Baa2
   Class H, $20,891,000, Fixed, upgraded to Baa2 from Ba1
   Class J, $16,322,000, Fixed, upgraded to Ba1 from Ba2
   Class K, $9,792,000,  Fixed, affirmed at Ba3
   Class L, $10,466,000, Fixed, affirmed at B1
   Class M, $11,751,000, Fixed, affirmed at B2
   Class N, $3,917,000,  Fixed, affirmed at Caa1

As of the Oct. 17, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 27.0%
to $952.6 million from $1.31 billion at securitization.  The
Certificates are collateralized by 141 mortgage loans ranging in
size from less than 1.0% of the pool to 12.0% of the pool, with
the top 10 loans representing 44.5% of the pool.  The pool is
comprised of an investment grade loan component, a conduit
component and a credit tenant lease component.  Twenty-seven
loans, representing 21.5% of the pool balance, have defeased and
are collateralized by U.S. Government securities.

Ten loans have been liquidated from the trust, resulting in
realized losses of approximately $5.2 million.  Currently there
are three loans, representing 1.3% of the pool, in special
servicing.  Moody's has estimated losses of approximately
$1.8 million for all of the specially serviced loans.  Thirty-
seven loans, representing 17.2% of the pool, are on the master
servicer's watchlist.

Moody's was provided with year-end 2005 operating results for
approximately 97.0% of the pool, excluding the CTL and defeased
loans.  Moody's loan to value ratio for the conduit component is
83.7%, compared to 85.0% at Moody's last full review in July 2005
and compared to 84.5% at securitization.  Moody's is upgrading
Classes C, D, E, F, G, H and J due to increased subordination
levels, defeasance and stable overall pool performance.  Classes
C, D and E were upgraded on Aug. 2, 2006 and placed on review for
further possible upgrade based on a Q tool based portfolio review.

The pool contains three investment grade shadow rated loans.

                               I

The largest shadow rated loan is the Annapolis Mall Loan ($114.6
million - 12.0%), which is secured by a 1.1 million square foot
regional mall located in Annapolis, Maryland.  The mall is
anchored by Nordstrom, Lord & Taylor, Hecht's, Sears and J.C.
Penney, which collectively occupy 700,000 square feet.  Occupancy
is 98.0%, compared to 95.0% at last review.  Average sales for in-
line tenants for calendar year 2005 were $600 per square foot,
compared to $525 at last review and compared to $435 at
securitization.  The loan sponsor is Westfield America Inc., a
publicly traded REIT.  The property is also encumbered by a
$21.1 million B Note, which is held outside the trust.  Moody's
current shadow rating is Aa2, compared to Aa3 at last review and
compared to A2 at securitization.

                              II

The second shadow rated loan is the Westfield Portfolio Loan
($91.6 million - 8.1%), which is secured by two properties -
Downtown Plaza (70% allocated loan balance) located in downtown
Sacramento, California and Eastland Shopping Center (30.0%)
located in West Covina, California.  Downtown Plaza is a mixed use
complex consisting of a 900,000 square foot regional shopping
center and three office buildings totaling 300,000 square feet.
The retail component is anchored by Macy's and Macy's Men's and
Home Store.  The property's overall occupancy is 81.5%, compared
to 84.5% at last review and compared to 94.2% at securitization.
Eastland Shopping Center consists of a 586,000 square foot power
center anchored by Target, Mervyn's and Burlington Coat Factory; a
90,000 square foot convenience center anchored by Lucky's
Supermarket and Longs Drugs and an 185,000 square foot outparcel.
The property is 100% occupied, compared to 97.0% at last review.
The loan sponsor is Westfield America Inc., a publicly traded
REIT.  The portfolio is also encumbered by a $30.1 million B Note,
which is held outside the trust.  Moody's current shadow rating is
A1, the same as at last review and compared to Aa3 at
securitization.

                              III

The third shadow rated loan is the Sangertown Square Loan
($58.3 million - 6.1%), which is secured by a 855,000 square foot
regional mall located in New Hartford, New York.  The mall is
anchored by Sears, J.C. Penney, Kaufmann's and Target, which
collectively occupy 527,000 square feet.  Occupancy is 94.1%,
essentially the same as at last review.  The property's
performance has been impacted by increased expenses.  The loan
sponsor is Pyramid Companies.  The property is also encumbered by
a $14.1 million B Note, which is held outside the trust.  Moody's
current shadow rating is A2, compared to A1 at last review and at
securitization.

The top three non-defeased conduit loans represent 11.3% of the
outstanding pool balance.

                               I

The largest conduit loan is the Deposit Guaranty Portfolio Loan
($51.3 million - 5.4%), which consists of three cross-
collateralized loans secured by four office properties totaling
1.0 million square feet.  Two properties are located in
Shreveport, Louisiana and two are located in Jackson, Miss.  The
portfolio's overall occupancy is 92.8%, compared to 91.7% at last
review.   AmSouth Bank, d/b/a Deposit Guaranty leases space in
each of the buildings comprising approximately 31% of the entire
premises.  Moody's LTV is 82.9%, compared to 85.1% at last review.

                               II

The second largest conduit loan is the Southern Company Center
Loan ($33.9 million - 3.6%), which is secured by a 336,000 square
office building located in downtown Atlanta, Georgia.  The
property's occupancy has dropped to 51.0% as of January 2006 from
88.0% at last review due to the largest tenant, Southern Company
Service, vacating the premises at lease expiration.  Moody's LTV
is in excess of 100.0%, compared to 88.6% at last review.

                              III

The third largest conduit loan is the Cedarbrook Corporation
Center Building 5 Loan ($21.8 million - 2.3%), which is secured by
a 182,000 square foot office/R&D building located in Cranbury, New
Jersey.  The property is 100% leased, compared to 90% at last
review.  Moody's LTV is 61.4%, compared to 65.9% at
securitization.

The CTL component includes 7 loans secured by properties under
bondable leases.  The weighted average shadow rating for the CTL
component is Baa3, compared to Baa2 at last review and compared to
A2 at securitization.


LEESA NASCIMENTO: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Leesa Nascimento
        8710 Memorial Drive
        Houston, TX 77024

Bankruptcy Case No.: 06-36243

Chapter 11 Petition Date: November 7, 2006

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  909 Fannin, Suite 1580
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  Unknown

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


LYONDELL CHEMICAL: 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. chemical and allied products sectors, the
rating agency confirmed its Ba3 Corporate Family Rating for
Lyondell Chemical Company.

Additionally, Moody's revised or affirmed 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
   ----------            -------  -------  ------   ----------

   $800 Million
   Graduated Senior
   Secured Revolving
   Credit Facility
   Due Aug. 2011           Ba3      Ba2      LGD2       28%

   $1,775 Million
   Graduated Senior
   Secured Term Loan
   Loan Due Aug. 2013      Ba3      Ba2      LGD2       28%

   $430 Million
   9.5% Graduated
   Senior Secured
   Global Notes Due
   Dec.12, 2008            Ba3      Ba2      LGD2       28%

   $849 Million
   9.625% Senior
   Secured Notes
   Series A Due
   May 2007                Ba3      Ba2      LGD2       28%

   $325 Million
   10.5% Graduated
   Senior Secured
   Global Notes Due
   June 2013               Ba3      Ba2      LGD2       28%

   $278 Million
   11.125 Graduated
   Senior Secured
   Notes    Due
   July 2012               Ba3      Ba2      LGD2       28%

   $875 Million
   8% Graduated
   Senior Unsecured
   Notes    Due
   Sept. 2014              B1       B1       LGD5       73%

   $900 Million
   8.25% Graduated
   Senior Unsecured
   Notes   Due
   Sept. 2016              B1       B1       LGD5       73%

   $100 Million
   10.25% Senior
   Unsecured Debentures
   Due Nov. 2010           B1       B1       LGD5       73%

   $225 Million
   9.8% Senior
   Unsecured Debentures
   Due Feb. 2020           B1       B1       LGD5       73%

   $500 Million
   10.875% Senior
   Subordinate Notes
   Due May 2009            B2       B2       LGD6       95%

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

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

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

Headquartered in Houston Texas, Lyondell Chemical Company is a
chemical company that manufactures and markets a variety of basic
chemicals and gasoline-blending components.


MAIN STREET: Chapter 11 Trustee Hires Berger Singerman as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
allowed Lewis B. Freeman, the chapter 11 Trustee appointed in Main
Street USA Inc. and its debtor-affiliates' cases, to employ Paul
Steven Singerman, Esq., and his firm Berger Singerman, P.A., as
his counsel.

Berger Singerman will advise and represent the Trustee in the
Debtors' chapter 11 cases.

Paul Steven Singerman, Esq., and Brian G. Rich, Berger Singerman
shareholders, will serve as primary attorneys for the Trustee.
Each attorney will receive an hourly rate of $450 and $345,
respectively.  The firm's other professionals bill:

        Designation                      Hourly Rate
        -----------                      -----------
        Associate Attorneys              $220 - $450
        Legal Assistants & Paralegals     $65 - $145

Mr. Rich assures the Court that Berger Singerman is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Kissimmee, Florida, Main Street USA Inc. and its
debtor-affiliates filed for chapter 11 protection on Sept. 29,
2006 (Bankr. M.D. Fl. Case No. 06-02582).  On Oct. 13, 2006, Lewis
B. Freeman was appointed as the Debtors' chapter 11 Trustee.
Brian G. Rich, Esq., at Berger Singerman, P.A., represents the
Trustee.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million to
$50 million.


MAIN STREET: Meeting of Creditors Scheduled on December 4
---------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Main
Street USA Inc. and its debtor-affiliates' creditors on Dec. 4,
2006, 10:00 a.m., at 6th Floor, 135 West Central Blvd., Suite 610,
in Orlando, Florida.

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 Kissimmee, Florida, Main Street USA Inc. and its
debtor-affiliates filed for chapter 11 protection on Sept. 29,
2006 (Bankr. M.D. Fl. Case No. 06-02582).  On Oct. 13, 2006, Lewis
B. Freeman was appointed as the Debtors' chapter 11 Trustee.
Brian G. Rich, Esq., at Berger Singerman, P.A., represents the
Trustee.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million to
$50 million.


MATRIA HEALTH: Successfully Amends First Lien Credit Facility
-------------------------------------------------------------
Matria Healthcare Inc. has successfully amended its First Lien
credit facility.  The facility has been expanded by $65 million,
the proceeds of which were used to prepay the Company's Second
Lien facility.  Pricing on the First Lien facility was unchanged.
Bank of America was the lead arranger on the transaction.

"As mentioned at the beginning of the year, our focus was to
de-lever the balance sheet after capturing the synergies from the
integration of CorSolutions, and selling Facet Technologies and
Dia Real," said Parker H. Petit, Chairman and Chief Executive
Officer.

"This transaction is a testament to the bank group's confidence in
Matria's performance and the ability to execute its operating
plan.  We are pleased with the successful expansion of our
existing First Lien facility to fund the prepayment of our Second
Lien facility," said Jeff Hinton, Senior Vice President and Chief
Financial Officer.  "To date, we have prepaid $165 million of the
$175 million we expect to prepay this year.  These prepayments, by
virtue of interest rate swaps, the interest rate on over 70% of
our debt essentially will be fixed, giving improved visibility to
the interest expense line," added Mr. Hinton.

As a result of prepaying the Second Lien facility, the transaction
will produce interest savings of $.01 and $.09 per diluted share
during the fourth quarter of 2006 and fiscal 2007, respectively.
The fourth quarter impact of the $.01 interest savings was
included in the Company's guidance issued on October 26, 2006.

"Our transition is now complete, and we will enter fiscal 2007 as
a disease management pure play with a simplified and efficient
capital structure," added Mr. Hinton.

Based in Marietta, Georgia, Matria Healthcare Inc. --
http://www.matria.com/-- provides health enhancement, disease
management and high-risk pregnancy management programs and
services through its Health Enhancement and Women's and Children's
Health divisions.  The company aids employers, health plans and
the government's healthcare programs in the task of transforming
he healthcare system from within by developing better educated,
motivated and self-enabled consumers.

                        *     *     *

Nov. 7, 2006, Standard & Poor's Ratings Services revised its loan
and recovery ratings on Matria Healthcare Inc.'s secured first-
lien debt due to the company's proposed $65 million term loan add-
on.  The first-lien financing will now consist of a $279 million
term loan B and a $30 million revolving credit facility.  The loan
rating on the first-lien debt has been lowered to 'B+' from 'BB-',
and the recovery rating was revised to '2', indicating the
expectation for substantial (80%-100%) recovery of principal in
the event of a payment default, from '1'.


MAYCO PLASTICS: Ct. OKs Kurtzman Carson as Claims & Noticing Agent
------------------------------------------------------------------
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 Kurtzman
Carson Consultants LLC as their claims, noticing, and balloting
agent.

The United States Trustee for Region 9 and McDonald Hopkins Co.
LPA, the Debtors' bankruptcy counsel, agreed and stipulated on
Kurtzman Carson's employment.

Judge Shefferly authorized Kurtzman Carson's employment provided
that the indemnification provisions contained within Section IX of
the Kurtzman Carson Agreement for services will not be part of the
terms of the Debtors' employment of AlixPartners LLC and will not
be enforceable.

Kurtzman Carson will:

   a. serve as the Court's noticing agent to mail notices
      to certain of the Debtors' creditors and other
      parties-in-interest;

   b. provide computerized claims, objection, and balloting
      database services; and

   c. provide expertise and consultation and assistance in claim
      and ballot processing and with the dissemination of other
      administrative information related to the Debtors'
      chapter 11 cases.

Specifically, Kurtzman Carson will:

   a. prepare and serve required notices in the Debtors'
      chapter 11 cases, including:

      1. a notice of the commencement of the Debtors' chapter 11
         cases and the initial meeting of creditors under
         Section 341(a) of the Bankruptcy Code;

      2. a notice of the claims bar date;

      3. notices of objections to claims;

      4. notices of any hearings on a disclosure statement and
         confirmation of a plan of plans of reorganization or
         liquidation; and

      5. other miscellaneous notices as the Debtors or Court
         may deem necessary or appropriate for an orderly
         administration of the Debtors' chapter 11 cases;

   b. within five business days after the service of a particular
      notice, file with the Clerk's Office a certificate or
      affidavit of service that includes:

      1. a copy of the notice served;

      2. an alphabetical list of persons on whom the notice was
         served, along with their addresses; and

      3. the date and manner of service;

   c. maintain official claims registers in the Debtors' cases by
      docketing all proofs of claim and proofs of interest in a
      claims database that includes information for each claim or
      interest asserted:

      1. the name and address of the claimant or interest holder
         and any agent, if the proof of claim or proof of interest
         was filed by an agent;

      2. the date the proof of claim or proof of interest was
         received by the Claims Agent or the Court;

      3. the claim number assigned on the proof of claim or
         proof of interest; and

      4. the asserted amount and classification of the claim.

   e. implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   f. transmit to the Clerk's Office a copy of the claims
      registers on a weekly basis, unless requested by the
      Clerk's Office on a more or less frequent basis;

   g. maintain an up-to-date mailing list for all entities that
      have filed proofs of claims or proofs of interest and make
      that list available upon request to the Clerk's Office or
      any party-in-interest;

   h. provide access to the public for examination of the proofs
      of claim or proofs of interest filed in the Debtors' cases
      without charge during regular business hours;

   i. record all transfers of claims pursuant to Bankruptcy
      Rule 3001(e) and provide notice of those transfers as
      required by Bankruptcy Rule 3001(e), if directed to do so
      by the Court;

   j. comply with applicable federal, state, municipal, and local
      statutes, ordinances, rules, regulations, orders, and other
      requirements;

   k. provide temporary employees to process claims, as necessary;

   l. promptly comply with further conditions and requirements as
      the Clerk's Office or the Court may at any time prescribe;
      and

   m. provide other claims processing, noticing, balloting, and
      relating administrative services as may be requested from
      time to time by the Debtors.

In addition, Kurtzman Carson will assist:

   a. in the preparation of theDebtors' schecdules, statements
      of financial affairs, and master creditor list, and any
      amendments;

   b. in the reconciliation and resolution of claims

   c. in the preparation, mailing, and tabulation of ballots of
      certain creditors for the purpose of voting to accept or
      reject a plan or plans of reorganization or liquidation.

James Le, the vice president for restructuring, disclosed that the
Firm would receive a $25,000 retainer.

Mr. Le assured the Court that Kurtzman Carson 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.


MCKESSON CORP: To Acquire Per-Se Technologies for $1.8 Billion
--------------------------------------------------------------
McKesson Corporation and Per-Se Technologies Inc. have signed
a definitive agreement under which McKesson will acquire, under
the terms of the agreement, all of the outstanding shares of
Per-Se for $28 per share in cash.  In total, including Per-Se's
outstanding debt, the transaction is valued at approximately
$1.8 billion.  By the third year, McKesson expects to realize pre-
tax synergies of at least $50 million to $75 million.

The acquisition is expected to close in the first quarter of 2007,
McKesson's fourth fiscal quarter, subject to customary conditions,
including regulatory review. While synergies will begin to be
realized in the first year, McKesson expects to invest immediately
in the future growth of the businesses being acquired.  Excluding
special items and including anticipated synergies, the acquisition
is expected to be neutral to marginally dilutive to McKesson's EPS
in Fiscal 2008 and accretive thereafter.

Headquartered in San Francisco, California, McKesson Corp.
(NYSE: MCK) -- http://www.mckesson.com/-- is a Fortune 15
healthcare services and information technology company dedicated
to helping its customers deliver high-quality healthcare by
reducing costs, streamlining processes and improving the quality
and safety of patient care.  Over the course of its 172-year
history, McKesson has grown by providing pharmaceutical and
medical-surgical supply management across the spectrum of care;
healthcare information technology for hospitals, physicians,
homecare and payors; hospital and retail pharmacy automation;
and services for manufacturers and payors designed to improve
outcomes for patients.


MCKESSON CORP: $1.8-Bil. Buyout Cues Moody's to Affirm CFR at B1
---------------------------------------------------------------
Moody's Investors Service affirmed McKesson Corporation's Baa3 and
Prime-3 ratings after the company's report that it plans to
acquire Per-Se Technologies, Inc. - a healthcare information
services and systems provider - for total consideration of
$1.8 billion.

The rating outlook is stable.

At the same time, Moody's affirmed Per-Se's corporate family and
bank debt ratings, which are expected to be withdrawn at the close
of this transaction.

Moody's anticipates that Per-Se's existing bank debt will be
refinanced at closing.

Moody's expects this transaction will close in March 2007, subject
to regulatory approvals.

Ratings affirmed:

   * McKesson Corporation

     -- Senior unsecured notes at Baa3
     -- Senior unsecured MTN at Baa3
     -- Junior subordinated notes at Ba1
     -- Short-term rating at Prime-3
     -- Backed IRB/PC at Baa3
     -- Sr. shelf at (P) Baa3
     -- Sr. subordinated shelf at (P) Ba1
     -- Subordinated shelf at (P) Ba1
     -- Junior subordinated shelf at (P) Ba1
     -- Preferred shelf at (P)Ba1

   * Medis Health & Pharma Services

     -- Short term rating at Prime- 3

   * Per Se Technologies, Inc.

     -- Corporate family rating at B1
     -- Probability of default rating at B1
     -- Senior secured revolver maturing 2010 at Ba3, LGD3, 36%
     -- Senior secured term loan due 2012 at Ba3, LGD3, 36%

Moody's affirmation of McKesson's ratings is based on the
expectation that:

   (a) although Per-Se's cash flow levels are weak relative to
       the price of the transaction, McKesson's currently strong
       liquidity profile and steady free cash flow generation
       should provide sufficient flexibility for an acquisition
       of this size;

   (b) McKesson's cash flow to debt measures will remain
       consistent with an investment grade rated company even
       after working capital needs reach sustained levels; and

   (c) Per-Se should enhance the company's position with its
       customers, particularly physicians and pharmacists.

Over the past 2 years, McKesson has made significant strides in
reducing its cash conversion cycle, thus freeing up significant
cash for other discretionary spending.  However, we believe that
certain components of working capital improvement -- particularly
those associated with the transition to fee-for-service model -
will not be recurring over future periods.  Our current ratings
and stable outlook assume that the company will continue to
maintain cash flow to debt metrics that are consistent with an
investment grade rating even after cash flow levels decline to
more sustainable levels.

Since settling shareholder litigation last year, McKesson's growth
strategy has involved several more moderate-sized acquisitions and
buyback initiatives, which could largely be funded with balance
sheet cash and cash flow.  While we believe that the company will
likely consider additional initiatives aimed at improving
shareholder value, including share buybacks, the stable outlook
assumes that the Per-Se transaction will temper large future
initiatives.

The stable rating outlook is supported by our expectation that
McKesson will be able to maintain metrics that are consistent with
an investment grade rating even as its cash flow returns to more
sustainable levels.

Any future rating changes would consider the company's ongoing
growth strategy and changes to its capital structure as well as
levels of sustainable cash flow.  If McKesson is able to achieve
free cash flow to adjusted debt ratios that are sustained above
20-25%, the outlook or ratings could improve.  If future
acquisitions or buybacks raise leverage such that the company is
unable to sustain free cash flow to adjusted debt ratios at or
above 15%, the ratings could see downward pressure.

McKesson Corporation, located in San Francisco, California, is a
leading distributor, with a focus on pharmaceutical distribution
and related services.  Its information systems business provides
software and hardware support to a large portion of the nation's
hospitals.

Per-Se Technologies, an Atlanta-based provider of financial and
administrative technology products and services, has a current
customer base including about 100,000 physicians in small
practices, 17,000 hospital-affiliated physicians, 3,000 hospitals
and 50,000 retail pharmacies.


MORGAN STANLEY: S&P Puts 'BB' Ratings on Positive Creditwatch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on six
subordinate notes from Morgan Stanley Auto Loan Trust's series
2004 HB-1 and 2004 HB-2 on CreditWatch with positive implications.

The CreditWatch placements primarily reflect the strong
performance of the underlying collateral pool of auto loan
receivables originated by The Huntington National Bank.  With
current pool factors of 26.79% and 39.13%, current cumulative net
losses are 1.39% and 1.16%, respectively, which are below Standard
& Poor's initial expectations.  Ninety-plus-day delinquencies,
expressed as a percentage of the current pool balances, are 0.18%
for series 2004 HB-1 and 0.16% for series 2004 HB-2.  The
cumulative recovery rates are 45.78% and 46.48%.

The class B and C notes from both transactions benefit from a
concurrent pay structure that maintains hard credit support, which
consists of subordination and overcollateralization, at their
target levels.  While overcollateralization provides hard credit
support to all of the classes, it is the only source of hard
credit support for class D from series 2004 HB-1 and for class E
from series 2004 HB-2.  Overcollateralization has reached its
floor in both transactions and is growing as a percentage of each
deal's current pool balance.

Over the next one to two months, Standard & Poor's will review the
performance of the collateral pools and the remaining credit
enhancement of each transaction and determine whether further
rating actions are warranted.

                Ratings Placed On Creditwatch Positive

               Morgan Stanley Auto Loan Trust 2004 HB-1

                              Rating
                              ------
                  Class   To               From
                  -----   --               -----

                  B       A+/Watch Pos     A+
                  C       BBB/Watch Pos    BBB
                  D       BB/Watch Pos     BB

              Morgan Stanley Auto Loan Trust 2004 HB-2

                              Rating
                              ------
                  Class   To               From
                  -----   --               ----

                  B       A+/Watch Pos     A+
                  C       BBB+/Watch Pos   BBB+


MOSAIC COMPANY: Fitch Rates Proposed Senior Unsecured Notes at BB
-----------------------------------------------------------------
Fitch assigns a 'BB' rating to The Mosaic Company's proposed
senior unsecured notes due 2014 and 2016 and a 'BB+' rating to the
company's proposed senior secured term loans.  These ratings
affect approximately $950 million of new senior notes and
$1.05 billion of new term loans.

Mosaic's ratings remain on Rating Watch Evolving, where they were
originally placed in July 2006 in anticipation of a potential
change in capital structure associated with the credit facility's
2008 Senior Notes Refinancing Condition.  The ratings will remain
on Evolving Watch until the closing of Mosaic's refinancing
transactions, at which time Fitch would likely affirm and remove
Mosaic's 'BB-' Issuer Default Rating from Watch.  The Rating
Outlook would then be Stable.  Specifically, Fitch anticipates
that the following ratings changes would be necessary upon the
closing of the refinancing.

     -- Affirm The Mosaic Company IDR at 'BB-'

     -- Affirm The Mosaic Company senior secured revolver rating
        at 'BB+'

     -- Affirm Mosaic Global Holdings IDR at 'BB-'

     -- Affirm Mosaic Global Holdings senior unsecured notes and
        debentures (without subsidiary guarantees) rating at 'BB-'

     -- Withdraw Mosaic Global Holdings senior secured term loan
        rating of 'BB+'

     -- Withdraw Mosaic Global Holdings senior unsecured notes
        (with subsidiary guarantees) rating of 'BB'

     -- Withdraw Phosphate Acquisition Partnership LP IDR of 'BB-'

     -- Withdraw Phosphate Acquisition Partnership LP senior
        secured note rating of 'BB-'

     -- Assign The Mosaic Company senior secured term loans rating
        at 'BB+'

     -- Assign The Mosaic Company senior unsecured notes (with
        subsidiary guarantees) rating at 'BB'

     -- Assign Mosaic Colonsay ULC IDR at 'BB-'

     -- Assign Mosaic Colonsay ULC senior secured term loan rating
        at 'BB+'.

The refinancing, once complete, is expected to simplify the debt
structure, reduce annual cash interest expense, extend maturities,
and remove the possibility of default related to the credit
facility's 2008 Senior Notes Refinancing Condition.  However,
senior secured bank debt and total debt are expected to increase
as a result of the refinancing transactions.

An IDR of 'BB-' for Mosaic and its issuing subsidiaries reflects
the company's good market positions in the global potash and
phosphate markets; and its improving earnings profile.  However,
the ratings continue to be tempered by Mosaic's high debt level
and modest cash flow.  Due to low free cash flow, Mosaic has not
been able to reduce debt since the combination of IMC Global Inc.
with Cargill's crop nutrition business in 2004.  Mosaic's debt
level stood at nearly $2.6 billion at the end of August 2006.

Fitch anticipates an improvement in cash flow over the following
twelve months as changes to the phosphate cost structure become
apparent; however, the amount of cash flow improvement is
uncertain.  Additionally, market dynamics are favoring an increase
in domestic fertilizer demand next spring while tightening global
potash supply could support higher pricing.  These factors could
boost Mosaic's earnings and cash flow near-term.  Fitch forecasts
that Mosaic's operating EBITDA-to-gross interest expense could
remain just under 4.0 times (x) while total debt-to-operating
EBITDA declines to 3.5x for its fiscal year 2007 with modest
earnings improvement, stronger cash flow and some debt reduction.

The 'BB+' rating on Mosaic's proposed senior secured term loans
reflects the superior collateral coverage and likelihood of
principal recovery in a liquidation scenario.  The rating is equal
to that of Mosaic's existing revolver that would share in the same
collateral package.

The 'BB' rating on Mosaic's proposed senior unsecured notes is one
notch higher that the IDR of 'BB-' due primarily to the notes'
guarantees from domestic and certain foreign subsidiaries.  The
proposed rating also reflects the new notes senior unsecured
position relative to a substantial amount of senior secured debt
upon the closing of the refinancing.

The IDR of 'BB-' at Mosaic Colonsay reflects its position as a
wholly-owned subsidiary of Mosaic.  The 'BB+' rating on Mosaic
Colonsay's existing term loan reflects its collateral position.
This term loan would share the credit facility collateral with the
revolver and new term loans at parent Mosaic.

The ratings could change if the final terms of the amended and
restated credit agreement and new senior notes differ materially
from the preliminary terms and conditions considered for the
ratings.

The Mosaic Company is one of the largest global suppliers of
phosphate and potash fertilizers.  Mosaic earned approximately
$655.9 million in EBITDA on $5.2 billion in revenue LTM
Aug. 31, 2006; the company had $2.6 billion in debt at that time.


MOSAIC COMPANY: Moody's Places B1 Rating on Proposed $1BB Loan
--------------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to The Mosaic
Company's proposed new $1.05 billion guaranteed senior secured
credit facilities.

Moody's also assigned B1 ratings to $900 million of proposed
senior unsecured debt.  Mosaic's Ba3 corporate family rating was
affirmed but the ratings of the existing revolver and the term
loan A were downgraded to Ba1 from Baa3 and those of the existing
senior unsecured debt lowered to B1 from Ba3 in accordance with
the LGD methodology.

The ratings outlook is stable.

Proceeds of the new debt will be used to refinance a portion of
currently outstanding bank facilities as well as existing high
coupon debt obligations.  The new senior credit facilities consist
of a $250 million five-year term loan A-1 and an $800 million
seven-year term loan B.  The new and existing credit facilities
are guaranteed by substantially all domestic subsidiaries, certain
foreign subsidiaries, and also secured by a substantial pool of
assets.

Mosaic is a public company, owned approximately 65% by Cargill
Inc. and 35% by public shareholders.  The new bank and public debt
ratings are contingent upon the facilities closing in a timely
fashion and that these facilities remain structured as represented
with no material changes in terms or conditions.

The two key rating factors that drive the Ba3 CFR are the
company's exposure to the historically volatile crop nutrient
markets combined with a material amount of legacy debt that
current management has said publicly that it desires to reduce.

Moody's estimates that Mosaic will be slightly more leveraged
after the proposed refinancing program.  Still, Moody's views the
transaction as a positive development for bondholders as it will
reduce cash interest, further reduce structural impediments to
business operations, extend maturities and eliminate near term
required payments, and allow for the efficient repayment of bank
debt as cash flows permit.

As a function of applying our new LGD methodology to Mosaic's
proposed capital structure a number of Moody's ratings were
lowered.  These changes were prompted by the material increase in
the proportion of its secured bank debt relative to the unsecured
debt of $900 million.  The proposed changes in capital structure
result in modest one notch downgrades of Mosaic's existing bank
ratings, to Ba1 from Baa3, and some of its senior unsecured
ratings, to B1 from Ba3.

New Ratings Assigned:

   * The Mosaic Company

     -- $250 Million Graduated Sr. Sec Term Loan A-1 due 2011,
        Ba1, LGD2, 27%

     -- $800 Million Graduated Sr. Sec Term Loan B due 2013, Ba1,
        LGD2, 27%

     -- $475 Million Graduated Global Notes due 2014, B1, LGD5,
        76%

     -- $475 Million Graduated Global Notes due 2016, B1, LGD5,
        76%

Ratings Downgraded:

   * The Mosaic Company

     -- $450 Million Graduated Sr. Sec. Revolving Credit Facility
        due Feb. 2010, Baa3 downgraded to Ba1, LGD2, 27%

     -- $50 Million Graduated Sr. Sec. Term Loan A due Feb. 2010,
        Baa3 downgraded to Ba1, LGD2, 27%

     -- $347 Million Graduated Sr. Sec. Term Loan B due
        Feb. 2012, Baa3 downgraded to  Ba1, LGD2, 27% *

   * Mosaic Global Holdings Inc.

     -- $400 Million 10.875% Graduated Global Notes due
        June 2008, Ba3 downgraded to B1, LGD5, 76% *

     -- $104 Million 11.25% Graduated Global Notes Series B due
        June 2011, Ba3 downgraded to B1, LGD5, 76%*

     -- $300 Million 11.25% Graduated Global Notes Series B due
        June 2011, Ba3 downgraded to B1, LGD5, 76%*

     -- $395 Million 10.875% Graduated Global Notes due Aug.
        2013, Ba3 downgraded to B1, LGD5, 76% *

Ratings Affirmed:

     * Mosaic Global Holdings

     -- $150 Million 6.875% Sr. Unsec. Debentures due July 2007,
        B2, LGD6, 94%*

     -- $150 Million 7.30% Notes due Jan. 2028, B1 --> B2, LGD6,
        94%

     -- $19 Million 9.45% Sr. Debentures due 12/15/2011, B1 -->
        B2, LGD6, 94%

     -- $90 Million 7.375% Debentures due Aug. 2018, B1 --> B2,
        LGD6, 94%

Phosphate Acquisition Partners L.P.

     -- $150 Million 7% Sr. Unsec. Notes due Feb. 2008, Ba3 -->
        B2, LGD6, 97%*

*Ratings will be withdrawn upon successful refinancing

The Mosaic Company, headquartered in Plymouth, Minnesota, produces
phosphate and potash fertilizers and animal feed ingredients.
Moody's believes that Mosaic generated annual revenues of about
$5.2 billion for the 12 months ending Aug. 31, 2006.


MRS. FIELDS: 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 Restaurant sector, the rating agency revised
its Caa1 Corporate Family Rating to B3 for Mrs. Fields Famous
Brands.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $115 Million Senior
   Secured 11.5% Notes
   Due March 2011        Caa1     Caa1     LGD4       66%

   $80.7 Million Senior
   Secured 9% Notes
   Due March 2011        Caa1     Caa1     LGD4       66%

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 Salt Lake City, Utah, Mrs. Fields Famous Brands --
http://www.mrsfieldsfranchise.com/-- franchises and licenses
2,479 baked goods and frozen yogurt retail locations under the
brand names "Mrs. Fields", "Great American Cookies Company",
"Pretzel Time", "Pretzelmaker" and "TCBY" at Dec. 31, 2005.  Mrs.
Fields also operates a gifts business, which accounted for
approximately 35% of 2005 sales.  Total revenues for fiscal 2005
were approximately $88 million.


NANTUCKET CBO: Moody's Junks Rating on $57 Million Senior
---------------------------------------------------------
Moody's Investors Service downgraded the rating on the notes
issued in 1998 by Nantucket CBO, Ltd, a managed high yield
structured finance collateralized bond obligation issuer:

   * The $57,000,000 Million Senior Secured Notes Due 2010

     -- Prior Rating: Ba1, on watch for possible downgrade
     -- Current Rating: Caa3

The rating action reflects deteriorating par coverage due to
principal proceeds being diverted to pay interest on the Second
Priority Notes, as specified in the operating documents.


NATHAN MCMULLEN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Nathan J. McMullen
        Stephanie McMullen
        dba McMullen Muddy Bayou Farms
        1732 Riverside Avenue
        Clarksdale, MS 38614

Bankruptcy Case No.: 06-12909

Chapter 11 Petition Date: November 7, 2006

Court: Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Melanie T. Vardaman, Esq.
                  Harris Jernigan & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


NATIONSLINK FUNDING: Moody's Rates $15-Mil. Class J Certs at B3
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of six classes of NationsLink Funding
Corporation, Commercial Mortgage Pass-Through Certificates, Series
1999-1:

   Class A-2, $574,859,681, Fixed, affirmed at Aaa
   Class X, Notional, affirmed at Aaa
   Class B, $64,162,635, Fixed, affirmed at Aaa
   Class C, $61,107,271, Fixed, affirmed at Aaa
   Class D, $67,217,999, Fixed, upgraded to Aaa from Aa3
   Class E, $33,608,999, Fixed, upgraded to Aa2 from A2
   Class F, $51,941,181, Fixed, upgraded to Baa1 from Baa3
   Class G, $9,166,090,  Fixed, upgraded to Baa3 from Ba2
   Class H, $30,553,635, Fixed, affirmed at B2
   Class J, $15,276,817, Fixed, affirmed at B3

As of the Oct. 20, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 23.6%
to $933.8 million from $1.2 billion at securitization.  The
Certificates are collateralized by 311 mortgage loans ranging in
size from less than 1.0% of the pool to 5.2% of the pool, with the
top 10 loans representing 30.9% of the pool.  Sixty three loans,
representing 20.1% of the pool, have defeased and have been
replaced with U.S. Government securities.

Five loans have been liquidated from the pool, resulting in
aggregate realized losses of approximately $4.8 million.
Two loans, representing 1.2% of the pool, are currently in special
servicing.

Moody's has projected minimal losses for the specially serviced
loans.  Forty seven loans, representing 21.2% of the pool, are on
the master servicer's watchlist.

Moody's was provided with full year 2005 and partial year 2006
operating results for approximately 98.7% and 73.1% respectively,
of the performing loans.

Moody's loan to value ratio is 75.1%, compared to 79.8% at Moody's
last full review in May 2004 and compared to 88.7% at
securitization. Moody's is upgrading Classes D, E, F and G due to
increased subordination levels, improved overall pool performance
and defeasance. Classes C, D and E were upgraded on
August 2, 2006 and Classes D and E were placed on review for
further possible upgrade based on a Q tool based portfolio review.

The top three loan exposures represent 16.7% of the outstanding
pool balance.

                              I

The largest exposure consists of the RFS Hotel Note B Loan ($48.5
million - 5.2%) and the RFS Hotel Note A Loan ($5.3 million -
3.8%).  These two cross collateralized notes are secured by 10
hotels.  The hotels are located in seven states with the largest
concentration in California.  The portfolio's RevPAR for calendar
year 2005 was $66.30, compared to $57.90 at last review.  The
portfolio's performance has been impacted by increased expenses
resulting in a significant decline in net cash flow.  The loans
are on the master servicer's watchlist due to a decline in debt
service coverage.  The loans have amortized by approximately 12.4%
since securitization.  Moody's LTV is 97.5%, compared to 77.2% at
last review.

                             II

The second largest exposure consists of the Eagle Trace Apartments
Loan ($40.2 million - 4.3%) and the Breakers Apartments Loan
($16.6 million - 1.8%), which are two cross collateralized loans
secured by two multifamily properties located in Las Vegas,
Nevada.  The two properties total
1,384 units.  The portfolio's overall occupancy is 90.2%, compared
to 91.4% at last review.  The financial performance of the
portfolio has improved due to increased rental rates, a decline in
expenses and loan amortization.  The loan has amortized by
approximately 8.5% since securitization.  Moody's LTV is 83.9%,
compared to 92.4% at last review.

                             III

The third largest loan is the Lodge at Woodcliff Loan ($14.7
million - 1.6%), which is secured by a 244-unit full service hotel
located approximately 11 miles southeast of Rochester in Fairport,
New York.  The hotel's RevPAR for calendar year 2005 was $64.75,
compared to $60.16 at last review; however financial performance
has been impacted by increased expenses.  The loan is on the
master servicer's watchlist due to low debt service coverage.  The
loan has amortized by approximately 14.1% since securitization.
Moody's LTV is 99.1%, compared to 89.6% at last review.

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


NEW YORK RACING: Gets Court's Initial OK on Weil Gotshal Retention
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave New York Racing Association Inc. permission, on an interim
basis, to employ Weil Gotshal & Manges LLP, as its bankruptcy
attorneys.

The firm will:

     a) take all necessary action to protect and preserve the
        estate of the Debtor, including the prosecution of
        actions on the Debtor's behalf, the defense of any
        actions commenced against the Debtor, the negotiation of
        disputes in which the Debtor is involved, and the
        preparation of objections to claims filed against the
        Debtor's estate;

     b) prepare on behalf the Debtor, as debtor-in-possession,
        all necessary motions, applications, answers, orders,
        reports, and other papers in connections with the
        administration of the Debtor's estate;

     c) negotiate and prepare on behalf of the Debtor a plan of
        reorganization and all related documents thereto; and

     d) perform all other necessary legal services in connection
        with the prosecution of this chapter 11 case.

Weil Gotshal's billing rates are:

     Designation                   Hourly Rate
     -----------                   -----------
     Member and Counsel             $550-$890
     Counsel                        $550-$890
     Associates                     $310-$560
     Paraprofessionals and Staff    $140-$240

Brian S. Rosen, Esq., a member of the firm, assured the Court that
his firm does not hold any interest adverse and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      About New York Racing

Based in Jamaica, New York, The New York Racing Association Inc.
aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed a
chapter 11 petition on November 2, 2006 (U.S. Bankr. S.D.N.Y.
Case No. 06-12618)  Brian S. Rosen, Esq., at Weil, Gotshal &
Manges LLP represents the Debtor in its restructuring efforts.
When the Debtor sought protection from its creditors, it listed
more than $100 million of total assets and more than $100 million
of total debts.


NEW YORK RACING: Taps Hinman Straub as Special Legislative Counsel
------------------------------------------------------------------
The New York Racing Association Inc. asks the U.S. Bankruptcy
Court for the Southern District of New York for authority to
employ Hinman Straub P.C. as special legislative and regulatory
counsel.

Hinman Straub is expected to perform necessary legislative and
regulatory services, including providing consultation or advise,
from time to time, to Weil, Gotshal & Manges LLP, the Debtor's
primary restructuring and bankruptcy counsel; and Dewey Ballantine
LLP, the Debtor's special counsel, with regard to the matters on
which Weil Gotshal and Dewey Ballantine are representing the
Debtor.

Hinman will be compensated pursuant to an existing legislative
retainer filed with the New York Temporary State Commission on
Lobbying and by a general retainer to be compensated in accordance
with Hinman's normal hourly rates for regulatory matters in effect
when services are rendered and normal reimbursement policies.

For the period of Jan. 1, 2006, through Oct. 26, 2006, Hinman
received $382,479 from the Debtor in connection with Hinman's
representation of the Debtor.

Hinman has $8,678 in the Debtor's account to be credited towards
future professional services and expenses.  Hinman expects to bill
the Debtor for the period between Oct. 27, 2006, and the
commencement date for services rendered and expenses incurred on
behalf of the Debtor.

William Y. Crowell, III, a member of Hinman Straub P.C., assures
the Court that his firm does not hold any material interest
adverse to the estate, and as special counsel for a specific
purpose, is not required to be disinterested persons, in
accordance with Section 327(e) of the Bankruptcy Code.

                      About New York Racing

Based in Jamaica, New York, The New York Racing Association Inc.
aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed a
chapter 11 petition on November 2, 2006 (U.S. Bankr. S.D.N.Y.
Case No. 06-12618)  Brian S. Rosen, Esq., at Weil, Gotshal &
Manges LLP represents the Debtor in its restructuring efforts.
When the Debtor sought protection from its creditors, it listed
more than $100 million of total assets and more than $100 million
of total debts.


NOMURA ASSET: S&P Puts B-Rated Class 1-B-5 Loan on CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on class 1-
B-5 from Nomura Asset Acceptance Corp.  Alternative Loan Trust's
series 2005-AP1 and class B-3 from series 2005-S2 on CreditWatch
with negative implications.

At the same time, the ratings on various classes of mortgage-
backed securities issued by Nomura Asset Acceptance Corp.
Alternative Loan Trust, Nomura Asset Securities Corp., and
Nomura Home Equity Loan Inc. Home Equity Loan Trust are affirmed.

The CreditWatch negative placements reflect our expectation that
additional losses may result from high delinquencies for these
classes.  As of the September 2006 distribution date, total
delinquencies, as a percentage of the current pool principal
balances, were 5.58% for series 2005-AP1 and 10.71% for series
2005-S2, with 4.19% and 3.65% categorized as seriously delinquent.

Standard & Poor's will continue to closely monitor the performance
of these transactions.  If the delinquent loans translate into
realized losses, the rating agency may take additional rating
actions, depending on the size of the losses and the remaining
credit support.  In contrast, if the delinquencies decrease and do
not cause significant additional losses, Standard & Poor's will
affirm the current ratings and remove them from CreditWatch.

The affirmations reflect loss coverage percentages that meet or
exceed the levels necessary to maintain the current ratings.
Credit enhancement for series 1994-1, 1994-3, 2003-A1, and 2003-A2
is provided through subordination of the junior classes.  All of
the other series use overcollateralization and excess spread in
addition to subordination as forms of credit enhancement. In
addition, classes A-4, A-5A, and A-6 from series 2004-AP3 benefit
from bond insurance policies provided by Ambac Assurance Corp.

The underlying collateral for these certificates consists of
first-lien, fixed-rate, 30-year residential mortgage loans.

             Ratings Placed On Creditwatch Negative

       Nomura Asset Acceptance Corp. Alternative Loan Trust
                              Rating

         Series      Class      To                 From
         ------      -----      --                 ----
         2005-AP1    1-B-5      B/Watch Neg        B
         2005-S2     B-3        BB/Watch Neg       BB

                        Ratings Affirmed

                   Nomura Asset Securities Corp.

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

     1994-1    A-6, A-11, A-12, A-13                  AAA
     1994-3    IO, PO                                 AAA
     1994-3    M-3                                    AA-

        Nomura Asset Acceptance Corp. Alternative Loan Trust

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

     2003-A1   A-1, A-2, A-3, A-4, A-5                AAA
     2003-A1   A-6, A-7, A-IO, APO                    AAA
     2003-A1   M                                      AA
     2003-A1   B-1                                    A
     2003-A1   B-2                                    BBB
     2003-A1   B-3                                    BB
     2003-A1   B-4                                    B
     2003-A2   A1, A3, AI0-2, M1, M2, B1, B2, B3      AAA
     2003-A2   B-4                                    AA+
     2003-A2   B-5                                    AA
     2003-A2   B-6                                    A
     2003-A3   A-1                                    AAA
     2003-A3   M-1                                    AA+
     2003-A3   M-2                                    A
     2003-A3   B-1                                    BBB
     2004-AP1  A-3, A-4A, A-4B, A-5, A-6              AAA
     2004-AP1  M-1                                    AA
     2004-AP1  M-2                                    A
     2004-AP1  M-3                                    BBB
     2004-AP2  A-3A, A-3B, A-4, A-5, A-6              AAA
     2004-AP2  M-1                                    AA
     2004-AP2  M-2                                    A
     2004-AP2  M-3                                    BBB
     2004-AP3  A-3, A-4, A-5A, A-5B, A-6, A-IO        AAA
     2004-AP3  M-1                                    AA+
     2004-AP3  M-2                                    A+
     2004-AP3  M-3                                    BBB+
     2004-AR1  I-A, II-A, III-A, IV-A, IV-X, VA1, VA3 AAA
     2004-AR1  C-B-1, V-M-1                           AA
     2004-AR1  C-B-2, V-M-2                           A+
     2004-AR1  V-M-3                                  A-
     2004-AR1  C-B-3                                  BBB
     2004-AR1  C-B-4                                  BB
     2004-AR1  C-B-5                                  B
     2004-AR2  I-A, II-A, III-A-1, III-A-2, III-A-3   AAA
     2004-AR2  M-1                                    AA
     2004-AR2  M-2                                    A+
     2004-AR2  M-3                                    A-
     2004-AR2  M-4                                    BBB+
     2004-AR3  I-A-1, I-A-2, II-A, III-A-1, III-A-2   AAA
     2004-AR3  III-A-3,III-A-4, III-A-5               AAA
     2004-AR3  M-1                                    AA
     2004-AR3  M-2                                    A+
     2004-AR3  M-3                                    A-
     2004-AR3  M-4                                    BBB+
     2004-AR4  I-A-1, I-A-2, II-A-1, II-A-2           AAA
     2004-AR4  II-A-3, II-A-4, II-A-5, II-A-6         AAA
     2004-AR4  III-A-1, III-A-2                       AAA
     2004-AR4  M-1                                    AA
     2004-AR4  M-2                                    A+
     2004-AR4  M-3                                    A-
     2004-AR4  M-4                                    BBB+
     2004-AR4  M-5                                    BBB-
     2005-AP1  I-A-1, II-A-2, II-A-3, II-A-4          AAA
     2005-AP1  II-A-5, II-A-IO                        AAA
     2005-AP1  I-B-1, II-M-1                          AA
     2005-AP1  I-B-2, II-M-2                          A
     2005-AP1  I-B-3, II-M-3                          BBB
     2005-AP1  I-B-4                                  BB
     2005-AP2  A-1, A-2, A-3, A-4, A-5, A-IO          AAA
     2005-AP2  M-1                                    AA
     2005-AP2  M-2                                    A
     2005-AP2  M-3                                    BBB
     2005-AP3  A-1, A-2, A-3, A-4, A-5, A-IO          AAA
     2005-AP3  M-1                                    AA
     2005-AP3  M-2                                    A
     2005-AP3  M-3                                    BBB
     2005-AP3  M-4                                    BBB-
     2005-AR1  I-A-1, I-A-2, II-A-1, II-A-2, II-A-3   AAA
     2005-AR1  M-1                                    AA
     2005-AR1  M-2                                    A+
     2005-AR1  M-3                                    A-
     2005-AR1  M-4                                    BBB+
     2005-AR1  M-5                                    BBB-
     2005-AR2  1-A, II-A-1, II-A-2, III-A-1, III-A-2  AAA
     2005-AR2  III-A-3, IV-A-1, IV-A-2                AAA
     2005-AR2  M-1                                    AA
     2005-AR2  M-2                                    A+
     2005-AR2  M-3                                    A-
     2005-AR2  M-4                                    BBB+
     2005-AR2  M-5                                    BBB-
     2005-AR4  1-A, II-A, III-A-1, III-A-2, IV-A-1    AAA
     2005-AR4  IV-A-2, V-A-1, V-A-2, V-A-3, V-A-4     AAA
     2005-AR4  M-1                                    AA
     2005-AR4  M-2                                    A+
     2005-AR4  M-3                                    A-
     2005-AR4  M-4                                    BBB+
     2005-AR4  M-5                                    BBB-
     2005-AR5  IA1, IA2, IIA1, IIA2, IIIA1, IIIA2     AAA
     2005-AR5  IIIA3, IIIA4                           AAA
     2005-AR5  M-1                                    AA
     2005-AR5  M-2                                    A+
     2005-AR5  M-3                                    A-
     2005-AR5  M-4                                    BBB+
     2005-AR5  M-5                                    BBB-
     2005-AR6  1-A, II-A-1, II-A-2, III-A-1, III-A-2  AAA
     2005-AR6  IV-A-1, IV-A-2                         AAA
     2005-AR6  M-1                                    AA
     2005-AR6  M-2                                    A+
     2005-AR6  M-3                                    A-
     2005-AR6  M-4                                    BBB+
     2005-AR6  M-5                                    BBB-
     2005-S1   A-1, A-IO                              AAA
     2005-S1   M-1                                    AA
     2005-S1   M-2                                    A
     2005-S1   B-1                                    BBB
     2005-S1   B-2                                    BBB-
     2005-S1   B-3                                    BB
     2005-S2   A-1, A-IO                              AAA
     2005-S2   M-1                                    AA
     2005-S2   M-2                                    A
     2005-S2   B-1                                    BBB
     2005-S2   B-2                                    BBB-
     2005-S3   A-1, A-2, A-3, A-IO                    AAA
     2005-S3   M-1                                    AA
     2005-S3   M-2                                    A
     2005-S3   B-1                                    BBB+
     2005-S3   B-2                                    BBB
     2005-S3   B-3                                    BBB-
     2005-S3   B-4-IO, B-4-PO                         BB
     2005-S4   A-1, A-2, A-3, A-IO                    AAA
     2005-S4   M-1                                    AA+
     2005-S4   M-2                                    AA
     2005-S4   M-3                                    AA-
     2005-S4   M-4                                    A+
     2005-S4   M-5                                    A
     2005-S4   M-6                                    A-
     2005-S4   B-1                                    BBB+
     2005-S4   B-2                                    BBB
     2005-S4   B-3                                    BBB-
     2005-S4   B-4                                    BB+
     2005-S4   B-5                                    BB
     2005-WF1  I-A, II-A-1A, II-A-1B, II-A-2, II-A-3  AAA
     2005-WF1  II-A-4, II-A-5                         AAA
     2005-WF1  M-1                                    AA
     2005-WF1  M-2                                    A
     2005-WF1  M-3                                    BBB
     2006-WF1  A-1, A-2, A-3, A-4, A-5, A-6           AAA
     2006-WF1  M-1                                    AA+
     2006-WF1  M-2                                    AA
     2006-WF1  M-3                                    A+
     2006-WF1  M-4                                    A-
     2006-AF1  I-A-1A, I-A-1B, I-A-2, I-A-3, I-A-4    AAA
     2006-AF1  I-A-5, I-A-IO, II-A, III-A-1, III-A-2  AAA
     2006-AF1  IV-A-1, IV-A-2, V-A                    AAA
     2006-AF1  I-M-1, C-B-1                           AA
     2006-AF1  I-M-2, C-B-2                           A
     2006-AF1  I-M-3                                  BBB+
     2006-AF1  C-B-3                                  BBB
     2006-AF1  C-B-4                                  BB
     2006-AF1  C-B-5                                  BB-
     2006-AF2  I-A-1, I-A-2, I-A-3, I-A-4, I-A-5      AAA
     2006-AF2  I-A-6, II-A, III-A-1, III-A-2, IV-A    AAA
     2006-AF2  V-A-1, V-A-2                           AAA
     2006-AF2  I-M-1, C-B-1, V-M-1                    AA
     2006-AF2  V-M-2                                  AA-
     2006-AF2  I-M-2, V-M-3                           A+
     2006-AF2  C-B-2, V-M-4                           A
     2006-AF2  I-M-3, C-B-3, V-M-5                    BBB+
     2006-AF2  C-B-4                                  BB
     2006-AF2  C-B-5                                  B
     2006-AP1  A-1, A-2, A-3, A-4, A-5, A-IO          AAA
     2006-AP1  M-1                                    AA
     2006-AP1  M-2                                    A
     2006-AP1  M-3                                    BBB
     2006-AR1  1-A, II-A-1, II-A-2, II-A-3, II-X      AAA
     2006-AR1  III-A, IV-A, V-A-1, V-A-2              AAA
     2006-AR1  B-1, V-M-1                             AA
     2006-AR1  B-2, V-M-2                             A+
     2006-AR1  V-M-3                                  A-
     2006-AR1  V-M-4                                  BBB+
     2006-AR1  B-3                                    BBB
     2006-AR1  V-M-5                                  BBB-
     2006-AR1  B-4                                    BB
     2006-AR1  B-5                                    BB-
     2006-AR2  1-A, II-A-1, II-A-2, II-A-3, II-X      AAA
     2006-AR2  III-A-1, III-A-2                       AAA
     2006-AR2  C-B-1, III-M-1                         AA
     2006-AR2  C-B-2, III-M-2                         A+
     2006-AR2  III-M-3                                A-
     2006-AR2  III-M-4                                BBB+
     2006-AR2  C-B-3                                  BBB
     2006-AR2  III-M-5                                BBB-
     2006-AR2  C-B-4                                  BB+
     2006-AR2  C-B-5                                  BB
     2006-AR3  A-1A, A-1B, A2, A-3A, A-3B, A-4A, A-4B AAA
     2006-AR3  M-1                                    AA
     2006-AR3  M-2                                    AA-
     2006-AR3  M-3                                    A
     2006-AR3  M-4                                    A-
     2006-AR3  M-5                                    BBB
     2006-S1   A-1, A-2, A-3, A-IO                    AAA
     2006-S1   M-1                                    AA+
     2006-S1   M-2                                    AA
     2006-S1   M-3                                    AA-
     2006-S1   M-4                                    A+
     2006-S1   M-5                                    A
     2006-S1   M-6                                    A-
     2006-S1   B-1                                    BBB+
     2006-S1   B-2                                    BBB
     2006-S1   B-3                                    BBB-
     2006-S1   B-4                                    BB+
     2006-S1   B-5                                    BB
     2006-S2   A-1, A-2, A-3, A-IO                    AAA
     2006-S2   M-1                                    AA+
     2006-S2   M-2                                    AA
     2006-S2   M-3                                    AA-
     2006-S2   M-4                                    A+
     2006-S2   M-5                                    A
     2006-S2   M-6                                    A-
     2006-S2   B-1                                    BBB+
     2006-S2   B-2                                    BBB
     2006-S2   B-3                                    BBB-
     2006-S2   B-4                                    BB+
     2006-S2   B-5                                    BB
     2006-S3   A-1, A-IO                              AAA
     2006-S3   M-1                                    AA+
     2006-S3   M-2                                    AA
     2006-S3   M-3                                    AA-
     2006-S3   M-4                                    A+
     2006-S3   M-5                                    A
     2006-S3   M-6                                    A-
     2006-S3   B-1                                    BBB+
     2006-S3   B-2                                    BBB
     2006-S3   B-3                                    BBB-
     2006-S3   B-4                                    BB+
     2006-S3   B-5                                    BB
     2006-S4   A-1, A-IO                              AAA
     2006-S4   M-1                                    AA+
     2006-S4   M-2                                    AA
     2006-S4   M-3                                    AA-
     2006-S4   M-4                                    A+
     2006-S4   M-5                                    A
     2006-S4   M-6                                    A-
     2006-S4   B-1                                    BBB+
     2006-S4   B-2                                    BBB
     2006-S4   B-3                                    BBB-
     2006-S4   B-4                                    BB+

         Nomura Home Equity Loan Inc. Home Equity Loan Trust

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

     2005-FM1  I-A-1, I-A-2, II-A-1, II-A-2, II-A-3   AAA
     2005-FM1  M-1                                    AA+
     2005-FM1  M-2                                    AA
     2005-FM1  M-3                                    AA-
     2005-FM1  M-4                                    A+
     2005-FM1  M-5                                    A
     2005-FM1  M-6                                    A-
     2005-FM1  M-7                                    BBB+
     2005-FM1  M-8                                    BBB
     2005-FM1  M-9                                    BBB-
     2005-FM1  B-1, B-2                               BB+
     2005-FM1  B-3A, B-3B                             BB
     2005-HE1  I-A-1, I-A-2, II-A-1, II-A-2, II-A-3   AAA
     2005-HE1  M-1                                    AA+
     2005-HE1  M-2                                    AA
     2005-HE1  M-3                                    AA-
     2005-HE1  M-4                                    A+
     2005-HE1  M-5                                    A
     2005-HE1  M-6                                    A-
     2005-HE1  M-7                                    BBB+
     2005-HE1  M-8                                    BBB
     2005-HE1  M-9                                    BBB-
     2005-HE1  B-1                                    BB+
     2005-HE1  B-2                                    BB+
     2006-FM1  I-A, II-A-1, II-A-2, II-A-3, II-A-4    AAA
     2006-FM1  M-1, M-2                               AA+
     2006-FM1  M-3                                    AA
     2006-FM1  M-4                                    AA-
     2006-FM1  M-5                                    A+
     2006-FM1  M-6                                    A
     2006-FM1  M-7                                    A-
     2006-FM1  M-8                                    BBB+
     2006-FM1  M-9                                    BBB
     2006-FM1  B-1                                    BBB-
     2006-FM1  B-2                                    BB+
     2006-HE1  A-1, A-2, A-3, A-4                     AAA
     2006-HE1  M-1                                    AA+
     2006-HE1  M-2                                    AA
     2006-HE1  M-3                                    AA-
     2006-HE1  M-4                                    A+
     2006-HE1  M-5                                    A
     2006-HE1  M-6                                    A-
     2006-HE1  M-7                                    BBB+
     2006-HE1  M-8                                    BBB
     2006-HE1  M-9                                    BBB-
     2006-HE1  B-1                                    BB+
     2006-HE1  B-2                                    BB
     2006-HE2  A-1, A-2, A-3, A-4                     AAA
     2006-HE2  M-1                                    AA+
     2006-HE2  M-2, M-3                               AA
     2006-HE2  M-4                                    AA-
     2006-HE2  M-5                                    A+
     2006-HE2  M-6                                    A
     2006-HE2  M-7                                    A-
     2006-HE2  M-8                                    BBB+
     2006-HE2  M-9                                    BBB
     2006-HE2  B-1                                    BBB-
     2006-HE2  B-2                                    BB+
     2006-HE3  I-A-1, II-A-1, II-A-2, II-A-3, II-A-4  AAA
     2006-HE3  M-1                                    AA+
     2006-HE3  M-2, M-3                               AA
     2006-HE3  M-4                                    AA-
     2006-HE3  M-5                                    A+
     2006-HE3  M-6                                    A
     2006-HE3  M-7                                    A-
     2006-HE3  M-8                                    BBB+
     2006-HE3  M-9                                    BBB
     2006-HE3  B-1                                    BBB-
     2006-HE3  B-2                                    BB+
     2006-WF1  A-1, A-2, A-3, A-4                     AAA
     2006-WF1  M-1                                    AA+
     2006-WF1  M-2, M-3                               AA
     2006-WF1  M-4                                    AA-
     2006-WF1  M-5                                    A+
     2006-WF1  M-6                                    A
     2006-WF1  M-7                                    A-
     2006-WF1  M-8                                    BBB+
     2006-WF1  M-9                                    BBB
     2006-WF1  B-1                                    BBB-
     2006-WF1  B-2                                    BB+


NORTEL NETWORKS: Appoints Dr. Kristina M. Johnson to Board
----------------------------------------------------------
Nortel Networks Corporation reported that Dr. Kristina M. Johnson,
dean of Duke University's Edmund T. Pratt, Jr., School of
Engineering, has been appointed to the Company's Board of
Directors, effective immediately.

Dr. Johnson has been with Duke University since 1999.  As dean of
the Pratt School of Engineering, she oversees more than 1100
undergraduates, 440 graduate students and 120 tenure track and
non-tenure track faculty.  She joined Duke from the University of
Colorado, where she served as a professor of Electrical and
Computer Engineering from 1985-1999.

Dr. Johnson has helped start several companies including
ColorLink, Inc., and sits on several corporate Board of Directors
including Mineral Technologies Inc., Boston Scientific
Corporation, and AES Corporation.  She also currently serves on
the advisory boards of the Colorado School of Mines, the Georgia
Institute of Technology School of Engineering, the Duke Childrens'
Classic, and the Institute for Emerging Issues.

Dr. Johnson received her B.S., M.S. (with distinction) and Ph.D.
in electrical engineering from Stanford University.  She completed
a NATO post-doctoral fellowship at Trinity College in Dublin,
Ireland, and was a Fulbright Fellow in 1991.  Johnson has
published more than 140 refereed papers and proceedings, holds
forty-three patents, and has pioneered work in liquid crystal-on-
silicon microdisplays, a marriage of LC electro-optic materials
and VLSI technology.

"I am pleased to announce Dean Johnson's appointment," said Harry
Pearce, chairman of Nortel's Board of Directors.  "Her insight and
experience will greatly benefit Nortel and contribute to our focus
on innovation and R&D effectiveness."

Dr. Johnson has also been appointed to the Nortel Networks Limited
Board of Directors.

                     About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service upgraded its B3 Corporate Family Rating
for Nortel Networks Corp. to B2.

As reported in the Troubled Company Reporter on July 10, 2006,
Dominion Bond Rating Service confirmed the long-term ratings of
Nortel Networks Capital Corporation, Nortel Networks Corporation,
and Nortel Networks Limited at B (low) along with the preferred
share ratings of Nortel Networks Limited at Pfd-5 (low).  All
trends are Stable.

DBRS confirmed B (low) Stb Senior Unsecured Notes; B (low) Stb
Convertible Notes; B (low) Stb Notes & Long-Term Senior Debt;
Pfd-5 (low) Stb Class A, Redeemable Preferred Shares; and Pfd-5
(low) Stb Class A, Non-Cumulative Redeemable Preferred Shares.

Standard & Poor's also affirmed its 'B-' long-term and 'B-2'
short-term corporate credit ratings on the company, and assigned
its 'B-' senior unsecured debt rating to the company's proposed
$2 billion notes.  The outlook is stable.


NORTEL NETWORKS: Posts $99 Million Net Loss in 2006 Third Quarter
-----------------------------------------------------------------
Nortel Networks Corp. reported a $99 million net loss in the third
quarter of 2006, compared to a net loss of $136 million in the
third quarter of 2005 and net earnings of $366 million in the
second quarter of 2006.

Revenues were $2.96 billion for the third quarter of 2006 compared
to $2.52 billion for the third quarter of 2005 and $2.74 billion
for the second quarter of 2006.

Net loss in the third quarter of 2006 included a benefit of
approximately $43 million related to the announced changes to the
North American employee benefit plans, a gain of $16 million on
the sale of assets, a shareholder litigation expense of
$38 million reflecting a mark-to-market adjustment of the share
portion of the global class action settlement and special charges
of $25 million for restructuring.

The net loss in the third quarter of 2005 included special charges
of $39 million related to restructuring activities and a net
charge of $20 million related to the re-filing of the Company's
tax returns as a result of the financial restatements.

Net earnings in the second quarter of 2006 included a shareholder
litigation recovery of $510 million reflecting a mark-to-market
adjustment of the share portion of the global class action
settlement, special charges of $45 million for restructuring and a
loss of $10 million on the sale of assets.

Cash balance at the end of the third quarter of 2006 was
$2.60 billion, up from $1.90 billion at the end of the second
quarter of 2006.  This increase in cash was primarily driven by
cash received upon the closing of the offering of $2 billion
aggregate principal amount of senior notes, less cash used of
$1.3 billion to repay the $1.3 billion one-year credit facility
that was entered into in February 2006, partially offset by a cash
outflow from operations of $46 million.

"I am pleased with our overall revenue growth and, in particular,
in our focus areas of next generation mobility, enterprise and
related services, and metro optical.  I am also pleased with the
270 basis points operating margin improvement versus the third
quarter of 2005. However, we should and will be moving faster.
Pricing pressures and the speed at which our revenues are shifting
to next generation, early cycle products is increasing our
challenge to drive profitability improvements," said Mike
Zafirovski, president and chief executive officer, Nortel.  "The
management team and I are resolute in achieving a globally
competitive cost structure and we are accelerating and enhancing
our Business Transformation and Lean Six Sigma programs to close
this gap and achieving double digit operating margins in 2008.  I
believe recent steps of establishing the Microsoft alliance,
divesting our UMTS access business, and increasingly shifting
resources to lower cost centers are indicative of our resolve."

                    Nine-Month 2006 Results

For the first nine months of 2006, revenues were $8.08 billion
compared to $7.53 billion for the same period in 2005.  The
Company reported net earnings for the first nine months of 2006 of
$100 million, compared to a net loss of $273 million for the same
period in 2005.

Net earnings in the first nine months of 2006 included a
shareholder litigation recovery of $453 million reflecting mark-
to-market adjustments of the share portion of the global class
action settlement, special charges of $75 million related to
restructuring activities, a benefit of approximately $43 million
related to the announced changes to the North American employee
benefit plans and a benefit of $41 million related to the sale of
assets.  The first nine months of 2005 results included special
charges of $145 million related to restructuring activities and
$36 million of costs related to the sale of businesses and assets.

                            Outlook

Commenting on the Company's financial expectations, Peter Currie,
executive vice president and chief financial officer, Nortel,
said, "For the fourth quarter of 2006, we expect revenue growth in
the mid to high single digits compared to the fourth quarter of
2005, gross margin to be between 38 and 39 as a percentage of
revenue and spending to be approximately flat compared to the
fourth quarter of 2005.  Based on this fourth quarter outlook, we
now expect mid to high single digit revenue growth for the full
year 2006 compared to 2005, full year gross margin to be between
38 and 39 as a percentage of revenue, and we continue to expect
operating expenses to be flat to up slightly from 2005."

                     Share Consolidation

Nortel also disclosed the planned consolidation of the Company's
common shares as approved at the Company's annual and special
meeting of shareholders held on June 29, 2006.  The consolidation
is expected to be effective on December 1, 2006 at a ratio of one
consolidated share for every 10 pre-consolidation shares, as
approved by the Company's board of directors.  The consolidation
is expected to increase investors' visibility into the Company's
profitability on a per share basis, reduce share transaction fees
for investors and certain administrative costs for Nortel, and
broaden interest to institutional investors and investment funds.

"True shareholder value will be driven by ongoing progress and
Company performance, but this step helps create a better
foundation on which to build," said Peter Currie, Nortel's
executive vice president and chief financial officer.

Registered shareholders of the Company will receive instructions
by mail on how to obtain a new share certificate representing
their consolidated common shares.

Upon implementation of the consolidation, the Company's 4.25
percent convertible senior notes due September 1, 2008 will be
convertible by holders into common shares of Nortel Networks
Corporation at a new conversion price of $100 per common share.

                     About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service upgraded its B3 Corporate Family Rating
for Nortel Networks Corp. to B2.

As reported in the Troubled Company Reporter on July 10, 2006,
Dominion Bond Rating Service confirmed the long-term ratings of
Nortel Networks Capital Corporation, Nortel Networks Corporation,
and Nortel Networks Limited at B (low) along with the preferred
share ratings of Nortel Networks Limited at Pfd-5 (low).  All
trends are Stable.

DBRS confirmed B (low) Stb Senior Unsecured Notes; B (low) Stb
Convertible Notes; B (low) Stb Notes & Long-Term Senior Debt;
Pfd-5 (low) Stb Class A, Redeemable Preferred Shares; and Pfd-5
(low) Stb Class A, Non-Cumulative Redeemable Preferred Shares.

Standard & Poor's also affirmed its 'B-' long-term and 'B-2'
short-term corporate credit ratings on the company, and assigned
its 'B-' senior unsecured debt rating to the company's proposed
$2 billion notes.  The outlook is stable.


NORTH AMERICAN: Extends 9% Senior Notes Offering to November 24
---------------------------------------------------------------
North American Energy Partners Inc. extended the expiration date
of its tender offer and consent solicitation for its 9% Senior
Secured Notes due 2010 (CUSIP No. 656844 AE 7) to 5:00 p.m., New
York City time, on Nov. 24, 2006, unless further extended or
earlier terminated.

Based on this new expiration date, the dealer manager and
solicitation agent will determine the actual pricing for Notes
validly tendered and accepted for payment today, Nov. 9, 2006.
The Company will publicly announce the pricing information by
issuing a news release prior to 9:00 a.m. New York City time on
the day following the price determination date.

The Notes are being tendered pursuant to the Company's Offer to
Purchase and Consent Solicitation Statement, dated Sept. 8, 2006,
which more fully sets forth the terms and conditions of the cash
tender offer to purchase any and all of the outstanding principal
amount of the Notes as well as the consent solicitation to
eliminate substantially all of the restrictive covenants and
certain events of default contained in the indenture governing the
Notes.

The Company expects to pay for any Notes purchased pursuant to the
tender offer and consent solicitation on a date promptly following
the expiration of the tender offer.  The Company may accept and
pay for any Notes at any time after the consent date, in its sole
discretion.

The obligation of the Company to accept for payment and purchase
the Notes in the tender offer, and pay for the related consents,
is conditioned on, among other things, the Company's proposed
amalgamation with its parent corporations and completion of the
subsequent initial public offering of common shares of the
amalgamated company, as described in more detail in the Offer to
Purchase.

The Company has retained Credit Suisse Securities (USA) LLC to
serve as the dealer manager for the tender offer and the
solicitation agent for the consent solicitation.  Questions
regarding the tender offer and the consent solicitation may be
directed to Credit Suisse Securities (USA) LLC at (800) 820-1853
(toll free) or (212) 538-0652 (collect).  Requests for documents
in connection with the tender offer and the consent solicitation
may be directed to D. F. King & Co., Inc., the information agent
for the tender offer and the consent solicitation, at (800) 431-
9633.

                  About North American Energy

Headquartered in Edmonton, Alberta, North American Energy Partners
Inc. -- http://www.naepi.ca/-- provides mining and site
preparation, piling and pipeline installation services in western
Canada.  The Company specializes in providing services for the
Canadian oil sands.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
in connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors last week, the rating agency confirmed its B3 Corporate
Family Rating for North American Energy Partners Inc.


NORTHWEST AIRLINES: Bombardier & Embraer Aircraft Purchase Okayed
-----------------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York overrules all objections and
grants Northwest Airlines Corp. and its debtor-affiliates'
Motions.  Judge Gropper authorizes the Debtors to implement the
agreements and transactions, including, without limitation to:

    -- use the property of Northwest's estate to purchase Embraer
       175 aircraft pursuant to the Purchase Agreement and to
       purchase spare engines pursuant to the Spare Engine
       Agreement;

    -- to obtain secured postpetition financing pursuant to the
       Financing Agreement in connection with the purchase of
       Embraer 175 aircraft and to grant security interests and
       liens provided that the definitive loan documentation will
       be subject to final Court approval on 15 days' notice, and
       provided further, however, that the Court's failure to
       approve any definitive loan documentation will not
       otherwise affect or relieve Debtors or Empresa Brasileira
       de Aeronautica S.A of their obligations under the
       Agreements;

    -- to make all payments under the Agreements as an
       administrative expense under Section 503 of the Bankruptcy
       Code;

    -- to enter into amended leases for certain CRJ aircraft as
       provided in the Restructuring Agreements with Bombardier,
       Inc., et al.;

    -- to assume each and every aircraft lease for each CRJ
       aircraft and their corresponding ancillary agreements, as
       may be amended pursuant to the Restructuring Agreements;

    -- to reinstate leases for CRJ aircraft that were previously
       rejected in the Debtors' Chapter 11 cases as well as any
       related agreements ancillary to the Reinstated CRJ Leases
       and the Assumed CRJ Leases that are not executory
       contracts;

    -- to enter into and perform their obligations under the
       Purchase Agreement and to use property of the estate to
       purchase CRJ900 aircraft;

    -- to obtain secured postpetition financing pursuant to the
       terms and conditions of the Financing Support Agreement,
       the Purchase Agreement and the PDP Financing Agreement in
       connection with the purchase of CRJ900 aircraft, and to
       grant security interests, liens, and administrative
       expense claims;

    -- to enter into amended indentures and any related loan
       documentation for each of the Mortgaged Aircraft as
       provided in the Restructuring Agreements;

    -- to assume the existing purchase agreement for CRJ200/440
       aircraft between Northwest and Bombardier as it relates to
       aircraft that have been delivered;

    -- to allow certain claims against Northwest's estate, as
       provided in the Restructuring Agreements; and

    -- to modify the procedures applicable to the trading of
       certain claims by Export Development Canada.

The Court further orders that the provisions of Section 362 of
the Bankruptcy Code are modified and will not stay Embraer or its
affiliates from exercising any remedy and giving any notice
pursuant to the terms of the Agreements and applicable non-
bankruptcy law.

Judge Gropper clarifies that nothing in the Court Orders, the
Agreements or in any Documents, will grant or be deemed to grant
a superpriority claim with priority senior to, or pari passu
with, the superpriority claim granted to Citicorp U.S.A., Inc.
and the lenders under the Credit Agreement referenced in a Court
Order dated Aug. 8, 2006, authorizing the Debtors to obtain
secured postpetition financing on a super-priority basis.

The Court also authorizes the Debtors to file the Agreements and
definitive loan documents under seal.

                            Objections

Wachovia Financial Services, Inc., and First Union Commercial
Leasing Group LLC complained that have not contacted them with
respect to the contents of the Restructuring Agreements and the
Transactions with General Electric Capital Corp. et al., even
though aircraft leases, in which they are owner participants, are
being assumed as part of the Agreement.

Wachovia and First Union are not parties to the Restructuring
Agreements and have not seen them as they are filed under seal.
They object to the Debtors' request unless a statement is made on
the record that the leases of CRJ Aircraft are being assumed in
full without modification along with all ancillary agreements,
including the Guarantee of Northwest Airlines Corp. and the Tax
Indemnity Agreement associated with each CRJ Lease.

In addition, Wachovia and First Union request a statement on the
record that nothing contained in the Debtors' request affects
their rights under any of the Tax Indemnity Agreements.  They ask
the Court to deny the Debtors' requests.

                         Debtors' Motion

The Debtors asked the Court to:

   (a) purchase at least 36 new Embraer 175 aircraft pursuant to
       a purchase agreement dated Oct. 5, 2006, between
       Northwest Airlines, Inc., and Empresa Brasileira de
       Aeronautica S.A.;

   (b) obtain secured financing in connection with the Embraer
       aircraft purchases pursuant to a financing letter of
       agreement between Northwest and Embraer;

   (c) purchase 10 spare engines pursuant to certain agreements
       between Northwest and General Electric Company; and

   (d) implement the transactions and agreements contemplated in
       Restructuring Agreements dated Oct. 5, 2006, among
       Northwest, General Electric Capital Corporation, Export
       Development Canada, Her Majesty in Right of Canada, and
       Bombardier, Inc.

The Debtors also sought the Court's permission to file the
Agreements under seal to protect confidential information.

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 44; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NORTHWEST AIRLINES: Wants to File Microsoft Accord Under Seal
-------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates seek consent
from the U.S. Bankruptcy Court for the Southern District of New
York to assume a Microsoft Enterprise Agreement, as modified, and
to file the modified agreement under seal to protect the parties
from disclosing confidential commercial information.

The Debtors and Microsoft Licensing GP, an affiliate of Microsoft
Corp., entered into an Enterprise Agreement and various other
related agreements on Feb. 21, 2003, pursuant to which MLGP
provides the Debtors various products, including software
licenses, maintenance and upgrades.  The Enterprise Agreement
expires by its terms on Dec. 31, 2006.

After filing for bankruptcy, the Debtors and MLGP negotiated the
Modified Enterprise Agreement, which continues the Debtors'
enrollment with respect to the use of Microsoft software under the
Enterprise Agreement through Dec. 31, 2008.  The effectiveness of
the Modified Enterprise Agreement is conditioned upon the entry of
a final and non-appealable Court order authorizing the Debtors'
assumption of the Modified Enterprise Agreement.

The parties have agreed that in connection with the assumption of
the Modified Enterprise Agreement, MLGP will be entitled to, among
other things:

   (a) a $475,000 renewal fee to be paid on or before Jan. 1,
       2007; and

   (b) three annual installment payments -- a $1,656,446 initial
       installment due within 14 days from the date the Court
       approves the request, and two additional installments in
       the amount of $1,740,464 to be paid on Jan. 1, 2007, and
       Jan. 1, 2008.

The parties have further agreed that all monetary defaults under
the Enterprise Agreement will be cured through, (i) an
administrative claim for $355,267 to be paid no later than
contemporaneously with the payment of the initial installment;
and (ii) an allowed general unsecured claim for $1,029,586.

The parties agreed that all cure obligations that the Debtors may
owe MLGP under Section 365 in connection with prepetition
defaults under the Enterprise Agreement, if any, are deemed
satisfied in full through payment of the Administrative Claim and
allowance of the General Unsecured Claim.

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, tells the Court that the Modified Enterprise
Agreement is a valuable asset of the Debtors' estates because the
goods and services provided by MLGP are important to the Debtors'
operations.

The Debtors will realize significant cost savings by continuing
their contractual relationship with MLGP, Mr. Petrick adds.

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 44; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NRG ENERGY: S&P Affirms B+ Corp. Credit Rating with Stable Outlook
------------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B+' corporate
credit on NRG Energy Inc.  The outlook is stable.

Princeton, N.J.-based NRG is an owner and operator of power
generating facilities, thermal production and resource recovery
facilities, and various international independent power producers.

The rating affirmation follows the company's announced plan to
issue $1.1 billion of additional unsecured debt, a 30% addition to
the outstanding $3.6 billion of unsecured debt.

The proceeds of the planned $1.1 billion unsecured debt issuance,
together with approximately $250 million of cash on hand, will be
paid to counterparties on existing hedges to reset those hedges to
current market prices.

The resetting of the hedges to today's market prices, together
with the upsizing of credit facilities, will cancel the company's
currently substantial collateral requirements and create capacity
for new, longer-term hedges under the company's second lien
pledged to counterparties.

"Although the reset will add significant debt, the new hedges that
we expect to simultaneously be executed with the debt issuance
will result in greater stability--and possible strengthening--of
cash flows through 2010," Standard & Poor's credit analyst David
Bodek said.

The stable outlook reflects Standard & Poor's view that NRG's
near-term credit quality should benefit from the stability
provided by additional hedging arrangements and a commitment to
increased levels of secured debt reduction.


ONEIDA LTD: July 29 Balance Sheet Upside-Down by $58.5 Million
--------------------------------------------------------------
Oneida Ltd. incurred a $15.5 million net loss on $73.2 million of
net revenues for the three months ended July 29, 2006, compared to
a $6.7 million net loss on $78.6 million of net revenues for the
same period in 2005, the Company disclosed in its second quarter
financial statements on Form 10-Q to the Securities and Exchange
Commission.

As of July 29, 2006, the Company's balance sheet showed $296.5
million in total assets and $355 million in total debts resulting
in a $58.5 million stockholders' deficit.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?14a5

Headquartered in Oneida, New York, Oneida Ltd. (OTC: ONEI)
-- http://www.oneida.com/-- manufactures stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and supplies dinnerware to the foodservice industry.
Oneida also supplies a variety of crystal, glassware and metal
serveware for the tabletop industries.

The Company and eight debtor-affiliates filed for Chapter 11
protection on March 19, 2006 (Bankr. S.D. N.Y. Case Nos. 06-10489
through 06-10496).  Douglas P. Bartner, Esq., at Shearman &
Sterling LLP represents the Debtors.  Credit Suisse Securities
(USA) LLC is the Debtors' financial advisor.  Scott L. Hazan,
Esq., and Lorenzo Marinuzzi, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., represent the Official Committee of
Unsecured Creditors.  Robert J. Stark, Esq., at Brown Rudnick
Berlack Israels LLP represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $305,329,000 in total assets and
$332,227,000 in total debts.  On May 12, 2006, Judge Gropper
approved the Debtors' disclosure statement.  The pre-negotiated
plan of reorganization of Oneida Ltd. was confirmed, on
Aug. 31, 2006.  The Company emerged from Chapter 11 on
Sept. 15, 2006, as a privately held company.


PANAVISION INC: AFM Buyout Cues Moody's to Affirm B2 Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Panavision Inc.'s B2 Corporate
family rating after the company's disclosure to upsize its first
lien and second lien facility by $25 million and $10 million
respectively to fund the acquisition of AFM Group Limited which is
expected to close in the next several months.

Previously, Panavision had upsized its first lien facility by
$30 million to fund the acquisition of Plus 8 and repay borrowings
under its revolving credit facility in Sept. 2006.

The outlook is stable.

The B2 Corporate family rating reflects Panavision's high debt to
EBITDA leverage, uncertain asset coverage and the company's
dependence on the number of film starts and scripted television
programming.  The ratings are supported by the company's strong
brand image and industry leading market share in the feature film
and episodic television segment.

The ratings and stable outlook reflect Moody's expectation that
the company's capital investment will yield the expected growth in
asset utilization, revenues and EBITDA and that the company will
start generating positive free cash flow in 2006 on a pro-forma
basis, which will grow to meaningful levels over the intermediate
term.

Moody's has taken these rating actions:

   * Issuer: Panavision Inc.

     -- Corporate Family Rating affirmed at B2

     -- Probability of Default Rating affirmed at B2

     -- $35 million revolving credit facility affirmed at Ba3;
        LGD3, 31%

     -- $250 million first lien term loan affirmed at Ba3; LGD3,
        31%

     -- $125 million second lien term loan affirmed at Caa1;
        LGD5, to 82% from 83%

Headquartered in Woodland Hills, California, Panavision
manufactures and rents camera systems and lighting equipment to
motion picture and television producers worldwide.


PBG AIRCRAFT: S&P Pares Rating on Class B Notes to B From BB
------------------------------------------------------------
Standard & Poor's Ratings Services lowered ratings on aircraft
notes issued by PBG Aircraft Trust and removed the ratings from
CreditWatch, where they were placed with negative implications
Aug. 16, 2002.  The rating on the Class A aircraft notes was
lowered to 'BB-' from 'BBB-', and the rating on the Class B
aircraft notes lowered to 'B' from 'BB'.

"The downgrade was based on reduced cash flows and collateral
coverage available to PBG Aircraft Trust, a securitization of
finance leases to U.S. airlines," said Standard & Poor's credit
analyst Philip Baggaley.

"The cumulative effect of bankruptcies of United Air Lines Inc.
[B/Stable/--] and Northwest Airlines Inc. [rated 'D'] on the
securitization, and renegotiation of leases to American Airlines
Inc. [B/Stable/--] in 2003 has left PBG Aircraft Trust vulnerable
to any further airline defaults.  In particular, a large
concentration of six MD80 series aircraft leased to American
presents a risk should that airline enter bankruptcy."

PBG Aircraft Trust is a Delaware trust formed in 1998 by PBG
Capital Partners LLC, which was in turn owned equally by units of
Pitney Bowes Credit Corp. and GATX Capital Corp.  GATX's current
aircraft leasing operation acts as remarketing agent for the
Trust, and those duties may be assumed by Macquarie.  The original
14 aircraft, owned directly or indirectly by PBG Aircraft Trust,
were acquired in 1986-1989 by PBCC and were leased to five U.S.
airlines, a U.S. airline holding company which subleased to a U.S.
airline, and a unit of debis AirFinance N.V., which in turn leases
that aircraft to a seventh U.S. airline.  Of the original planes
in the portfolio, two United aircraft and the Air Wisconsin plane
were repossessed and sold, and obligations on a regional aircraft
leased to Horizon Air Industries Inc. was fully repaid.  Remaining
aircraft consist of four MD83 and two MD82 planes leased to
American, a B757-200 leased to Northwest, an A320-200 leased
through AerCap to America West Airlines Inc., and two B737-300s
leased to Southwest Airlines Co.

Standard & Poor's reviewed the effect of an American bankruptcy as
the potentially most damaging credit event, due to the large
concentration of rentals (about 40% of the remaining total), and
weak values and lease rates of those models.  The most likely
outcome in such a scenario would be a further negotiated reduction
in rentals.  In such a scenario, Class A noteholders would more
likely than not be fully repaid, but the outcome would depend on
the timing of the bankruptcy, recovery on unsecured claims for the
amount of forgone rentals, and other factors.  The Class B
noteholders would have a somewhat more uncertain prospect
of full recovery in that scenario.


PER-SE: McKesson Buyout Offer Cues Moody's to Affirm Rating at B1
-----------------------------------------------------------------
Moody's Investors Service affirmed McKesson Corporation's Baa3 and
Prime-3 ratings after the company's report that it plans to
acquire Per-Se Technologies, Inc. - a healthcare information
services and systems provider - for total consideration of
$1.8 billion.

The rating outlook is stable.

At the same time, Moody's affirmed Per-Se's corporate family and
bank debt ratings, which are expected to be withdrawn at the close
of this transaction.

Moody's anticipates that Per-Se's existing bank debt will be
refinanced at closing.

Moody's expects this transaction will close in March 2007, subject
to regulatory approvals.

Ratings affirmed:

   * McKesson Corporation

     -- Senior unsecured notes at Baa3
     -- Senior unsecured MTN at Baa3
     -- Junior subordinated notes at Ba1
     -- Short-term rating at Prime-3
     -- Backed IRB/PC at Baa3
     -- Sr. shelf at (P) Baa3
     -- Sr. subordinated shelf at (P) Ba1
     -- Subordinated shelf at (P) Ba1
     -- Junior subordinated shelf at (P) Ba1
     -- Preferred shelf at (P)Ba1

   * Medis Health & Pharma Services

     -- Short term rating at Prime- 3

   * Per Se Technologies, Inc.

     -- Corporate family rating at B1
     -- Probability of default rating at B1
     -- Senior secured revolver maturing 2010 at Ba3, LGD3, 36%
     -- Senior secured term loan due 2012 at Ba3, LGD3, 36%

Moody's affirmation of McKesson's ratings is based on the
expectation that:

   (a) although Per-Se's cash flow levels are weak relative to
       the price of the transaction, McKesson's currently strong
       liquidity profile and steady free cash flow generation
       should provide sufficient flexibility for an acquisition
       of this size;

   (b) McKesson's cash flow to debt measures will remain
       consistent with an investment grade rated company even
       after working capital needs reach sustained levels; and

   (c) Per-Se should enhance the company's position with its
       customers, particularly physicians and pharmacists.

Over the past 2 years, McKesson has made significant strides in
reducing its cash conversion cycle, thus freeing up significant
cash for other discretionary spending.  However, we believe that
certain components of working capital improvement -- particularly
those associated with the transition to fee-for-service model -
will not be recurring over future periods.  Our current ratings
and stable outlook assume that the company will continue to
maintain cash flow to debt metrics that are consistent with an
investment grade rating even after cash flow levels decline to
more sustainable levels.

Since settling shareholder litigation last year, McKesson's growth
strategy has involved several more moderate-sized acquisitions and
buyback initiatives, which could largely be funded with balance
sheet cash and cash flow.  While we believe that the company will
likely consider additional initiatives aimed at improving
shareholder value, including share buybacks, the stable outlook
assumes that the Per-Se transaction will temper large future
initiatives.

The stable rating outlook is supported by our expectation that
McKesson will be able to maintain metrics that are consistent with
an investment grade rating even as its cash flow returns to more
sustainable levels.

Any future rating changes would consider the company's ongoing
growth strategy and changes to its capital structure as well as
levels of sustainable cash flow.  If McKesson is able to achieve
free cash flow to adjusted debt ratios that are sustained above
20-25%, the outlook or ratings could improve.  If future
acquisitions or buybacks raise leverage such that the company is
unable to sustain free cash flow to adjusted debt ratios at or
above 15%, the ratings could see downward pressure.

McKesson Corporation, located in San Francisco, California, is a
leading distributor, with a focus on pharmaceutical distribution
and related services.  Its information systems business provides
software and hardware support to a large portion of the nation's
hospitals.

Per-Se Technologies, an Atlanta-based provider of financial and
administrative technology products and services, has a current
customer base including about 100,000 physicians in small
practices, 17,000 hospital-affiliated physicians, 3,000 hospitals
and 50,000 retail pharmacies.


PETER LOMBARDI: Case Summary & Five Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Peter Lombardi
        3090 Northeast 44 Street
        Fort Lauderdale, FL 33308

Bankruptcy Case No.: 06-15742

Type of Business: The U.S. Securities and Exchange Commission had
                  agreed to accept a $25 million settlement on
                  Dec. 1, 2005, in its federal civil action
                  against Joel and Leslie Steinger, and Peter
                  Lombardi, former principals of the viatical
                  company Mutual Benefits Corporation.

                  The SEC alleged that the principals carried out
                  over $1 billion in fraudulent sales of viatical
                  settlements from 1994 to 2004.

                  According to the SEC, the principals violated
                  Sections 5(a), 5(c), and 17(a) of the Securities
                  Act of 1933, and Section 10(b) of the Securities
                  Exchange Act of 1934.  The principals had
                  agreed to submit themselves to an injunction
                  barring them from committing future acts of
                  fraud and violations of federal securities
                  laws.

Chapter 11 Petition Date: November 8, 2006

Court: Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Sherri B. Simpson, Esq.
                  Sherri B. Simpson, P.A.
                  517 Southwest 1 Avenue
                  Fort Lauderdale, FL 33301
                  Tel: (954) 524-4141
                  Fax: (954) 763-5117

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $More than $100 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
United States of America         Restitution per     $965,000,000
c/o U.S. Attorney                plea agreement,
99 Northeast 4 Street            Case No. 06-cr-
Miami, FL 33132                  20665-PCH-ALL

Ferrel Law, P.A.                 Attorney's Fees       $3,000,000
201 South Biscayne Boulevard
34th Floor, Miami Center
Miami, FL 33131

Robert Martinez                  Lombardi's            $1,500,000
Receiver for MBC and             obligation pursuant
Viatical Benefactors, LLC        to stipulation in
Colson Hicks Eidson              class action
255 Aragon Avenue, 2nd Floor
Miami, FL 33134

Internal Revenue Service         Townhome at 5555        $425,480
Centralized Insolvency           North Ocean             Secured:
Operations                       Boulevard, Suite 63     $370,000
P.O. Box 21126                   Fort Lauderdale, FL
Philadelphia, PA 19114
                                 Legal: Condominium
                                 Unit #63, Ocean Bay
                                 Club Condominium

Citi Gold Advantage              Credit Card              $16,819
P.O. Box 6500
Sioux Falls, SD 37117


PIERRE FOODS: Buys Zartic Inc.'s Assets for $94 Million
-------------------------------------------------------
Pierre Foods, Inc., has entered into an agreement to purchase
substantially all of the assets of Zartic, Inc. and its affiliated
distribution company, Zar Tran, Inc.

The aggregate preliminary purchase price is $94 million plus the
assumption of certain liabilities, subject to certain post-closing
adjustments.  The Company expects to finance the purchase through
an amendment to its existing Credit Agreement.

                          About Zartic

Headquartered in Rome, Georgia, Zartic, Inc., manufactures, sells,
delivers and distributes a variety of food items including
packaged beef, poultry, pork, and veal products.

                       About Pierre Foods

Headquartered in Cincinnati, Ohio, Pierre Foods, Inc.,
manufactures and markets differentiated processed food solutions,
focusing on formed, pre-cooked protein products and hand-held
convenience sandwiches.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2006,
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.

In addition, 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.


PORTRAIT CORP: Creditors' Panel Hires Stroock & Stroock as Counsel
------------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York authorized the Official
Committee of Unsecured Creditors appointed in Portrait Corporation
of America, Inc., and its debtor-affiliates' bankruptcy cases to
retain Stroock & Stroock & Lavan LLP as its counsel, nunc pro tunc
to Sept. 11, 2006.

In this engagement, Stroock & Stroock will:

     a) assist, advise and represent the Committee with respect to
        the administration of the Chapter 11 Cases, as well as
        issues arising from or impacting the Debtors, the
        Committee or the Chapter 11 Cases;

     b) provide all necessary legal advice with respect to the
        Committee's powers and duties;

     c) assist the Committee in maximizing the value of the
        Debtors' assets for the benefit of all creditors;

     d) pursue confirmation of a plan of reorganization;

     e) investigate, as the Committee deems appropriate, among
        other things, the assets, liabilities, financial condition
        and operations of the Debtors;

     f) commence and prosecute necessary and appropriate actions
        or proceedings on behalf of the Committee that may be
        relevant to the Chapter 11 Cases;

     g) review, analyze or prepare, on behalf of the Committee,
        all necessary applications, motions, answers, orders,
        reports, schedules and other legal papers;

     h) communicate with the Committee's constituents and others
        as the Committee may consider desirable in furtherance of
        its responsibilities;

     i) appear before this Court to represent the interests of the
        Committee;

     j) confer with professional advisors retained by the
        Committee so as to more properly advise the Committee; and

     k) perform all other legal services for the Committee that
        are appropriate and necessary in the Chapter 11 Cases.

Kristopher M. Hansen, Esq., and Michael J. Sage, Esq., will lead
Stroock & Stroock's engagement by the Committee.  They will be
assisted by Karyn B. Zeldman, Esq. (Financial Restructuring
Special Counsel), Irina Gomelskaya, Esq. (Financial Restructuring
Associate), James Gutierrez, Esq. (Financial Restructuring
Associate) and Sayan Bhattacharyya, Esq. (Financial Restructuring
Associate).  The current standard hourly rates for the bankruptcy
attorneys who are expected to render services to the Committee
are:

        Professional                       Hourly Rate
        ------------                       -----------
        Michael J. Sage, Esq.                 $825
        Kristopher M. Hansen, Esq.            $675
        Karyn B. Zeldman, Esq.                $575
        Irina Gomelskaya, Esq.                $395
        James Gutierrez, Esq.                 $355
        Sayan Bhattacharyya, Esq.             $280

The hourly rates for the firm's other professionals are:

        Designation                        Hourly Rate
        -----------                        -----------
        Partners                           $575 to $825
        Associates/Special Counsel         $260 to $600
        Paraprofessionals                  $185 to $260

Mr. Hansen assures the Court that his firm is a "disinterested
person" within the meaning of section 101(14) of the Bankruptcy
Code.

Stroock & Stroock can be reached at:

        Stroock & Stroock & Lavan LLP
        Attn: Michael J. Sage, Esq.
        180 Maiden Lane
        New York, NY 10038-4982
        Phone: 212.806.5400

                   About Portrait Corporation

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

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


PORTRAIT CORP: Panel Hires Peter Solomon Co. as Financial Advisor
-----------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York authorized the Official
Committee of Unsecured Creditors appointed in Portrait Corporation
of America, Inc., and its debtor-affiliates' bankruptcy cases to
retain Peter J. Solomon Company as its financial advisor, nunc pro
tunc to Sept. 11, 2006.

PJSC is expected to:

     a) evaluate the assets and liabilities of the Debtors;

     b) analyze and review the financial and operating statements
        of the Debtors;

     c) analyze the business plan and financial results of the
        Debtors;

     d) review all aspects of debtor in possession financing (if
        any), cash collateral usage and adequate protection
        and any exit financing in connection with the Debtors'
        joint plan of reorganization and any related budgets;

     e) provide specific valuation or other financial analyses
        as the Committee may require in connection with the
        Chapter 11 Cases;

     f) help with the claim resolution process and distributions
        relating thereto;

     g) prepare, analyze and explain the Plan to various
        constituencies;

     h) provide testimony in court on behalf of the Committee, if
        necessary or as reasonably requested by the Committee; and

     i) provide other financial advisory services as PJSC, the
        Committee and/or counsel to the Committee may, from
        time to time agree in writing and which are consistent
        with PJSC's capabilities.

PJSC will be entitled to receive, as compensation for its
services, a $125,000 monthly advisory fee plus the reimbursement
of all reasonable and actual out of pocket expenses.  Prior the
Debtors' bankruptcy filing,  PJSC has received advance payments,
aggregating $407,300, comprised of:

      -- $400,000 for monthly advisory fees, and
      -- $7,300.71 for reimbursement of out-of-pocket expenses.

Anders J. Maxwell, at PJSC, assures the Court that his firm does
not hold any interest adverse to the Debtors' estates and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

PJSC can be reached at:

          Peter J. Solomon Company
          Attn: Anders J. Maxwell
          520 Madison Avenue
          New York, NY 10022
          Telephone: (212) 508-1600
          Fax: (212) 508-1633

                   About Portrait Corp

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

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


PROBUILT CONSTRUCTION: Case Summary & 3 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: ProBuilt Construction, Inc.
        886 Highway 229
        Covington, GA 30015

Bankruptcy Case No.: 06-74442

Chapter 11 Petition Date: November 7, 2006

Court: Northern District of Georgia (Atlanta)

Judge: Paul W. Bonapfel

Debtor's Counsel: Louis G. McBryan, Esq.
                  Macey Wilensky Kessler Howick & Westfall LLP
                  Suite 600, Marquis Two Tower
                  285 Peachtree Center Avenue Northeast
                  Atlanta, GA 30303-1229
                  Tel: (404) 584-1200
                  Fax: (404) 681-4355

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Geheber Lewis & Assoc., LLC                 $77,000
1122 West Peachtree Street
Atlanta, GA 30309

Jon Benson & Assoc., Inc.                   $40,000
700 Galleria Parkway Southeast, Suite 400
Atlanta, GA 30339-5943

Newton County Tax Comm.                     $20,000
1105 Usher Street Northeast
Covington, GA 30014


PSYCHIATRIC SOLUTIONS: FHC Deal Cues Moody's to Affirm CFR at B1
----------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
for Psychiatric Solutions, Inc. after the October 30, 2006
disclosure that it had amended and restated its prior purchase
agreement with FHC Health Systems, Inc.

Psychiatric intends to acquire Alternative Behavioral Services,
Inc. from FHC for a cash purchase price of $210 million. Under the
new agreement, FHC will dismiss its lawsuit against Psychiatric
while Psychiatric is expected to withdraw its demand for payment
for termination fees and other expenses.  The deal is expected to
close on December 1, 2006.

The outlook remains stable.

On May 30, 2006, Psychiatric reported that it had signed an
agreement to purchase ABS, a provider of specialty behavioral
treatment for children and adults for $250 million.  Subsequently,
Psychiatric indicated that it has identified and has been unable
to resolve certain issues with ABS, and terminated the initial
agreement to acquire ABS on October 10, 2006.  FHC, in response,
subsequently filed a lawsuit to compel Psychiatric to complete the
acquisition of ABS.

The affirmation of Psychiatric's Corporate Family Rating considers
the company's ability to generate high single digit revenue growth
and the expansion of margins at its existing facilities, its
leading market share in the markets it serves and a proven track
record of successfully integrating prior acquisitions.

The company also benefits from these positive industry trends:

   -- a strong and growing demand for inpatient psychiatric
      services;

   -- increased occupancy and a stable length of stay;

   -- improving private and Medicare reimbursement rates; and,

   -- a reduction in supply of beds and facilities.

Moody's notes, however, that Psychiatric's ratings are constrained
by the company's use of debt to finance its acquisitions of other
psychiatric facilities.  Moody's notes that long-term debt has
increased from $154 million at the end of 2004 to $485 million as
of June 30, 2006.  Moody's expects that Psychiatric will finance
this acquisition by increasing its existing revolving credit
facility capacity from $150 million to $250 million, $80 million
of which is expected to be drawn to fund the acquisition.

In addition, Moody's anticipates that the company will add
$150 million to its current Term Loan, bringing the total balance
to $350 million.

Based on the increase in long-term debt under the company's
existing senior secured credit facility, Moody's downgraded the
rating of the senior secured credit facility to Ba3 from Ba2,
reflecting an LGD-3 loss given default assessment between 30% and
49% as this facility is secured by a pledge of substantially all
of the company's domestic assets.  The debt is guaranteed by all
of domestic subsidiaries of the borrower excluding the HUD
Financing Subsidiary and PSI Surety, Inc.  The rating also
reflects how the facility benefits from the structural
subordination of the senior subordinated notes, which make up a
significant amount of the company's capital structure, and is not
expected to change even with the acquisition.

These ratings were downgraded:

   -- Senior Secured Term Loan B due 2012, downgraded to Ba3,
      LGD3, 31%, from Ba2, LGD2, 24%

   -- Senior Secured Guaranteed Revolver due 2009, downgraded to
      Ba3, LGD3, 31%, from Ba2, LGD2, 24%

These ratings were affirmed:

   -- Corporate Family Rating, B1
   -- Probability of Default Rating, B1
   -- Senior Subordinated Notes, due 2014, B3, LGD5, 87%
   -- Senior Subordinated Notes, due 2013, B3, LGD5, 87%

The outlook is stable.

Psychiatric Solutions, Inc., headquartered in Franklin, Tennessee,
provides a continuum of behavioral health programs to critically
ill children, adolescents and adults through its operation of 59
owned or leased freestanding psychiatric inpatient facilities.
Psychiatric also manages free-standing psychiatric inpatient
facilities for government agencies and psychiatric inpatient units
within medical and surgical hospitals owned by others.  The
company reported approximately $730 million in total revenue
during 2005.


PSYCHIATRIC SOLUTIONS: S&P Rates Amended $650 MM Sec. Debts at B+
-----------------------------------------------------------------
Standard & Poor's Rating Services assigned its loan and recovery
ratings to Psychiatric Solutions Inc.'s amended and restated
$650 million senior secured loan facilities, consisting of a
$300 million revolving credit facility due 2009 and a
$350 million term loan B due 2012.

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

Proceeds of about $150 million from the term loan and some
borrowings under the revolver will be used to finance the
acquisition of Alternative Behavioral Services for $210 million.

At the same time, Standard & Poor's affirmed its existing ratings
on PSI, including the 'B+' corporate credit rating.  The rating
outlook on PSI is negative.

The ABS acquisition encompasses the behavioral health care
facilities division of FHC Health Systems.  ABS consists of nine
facilities with more than 1,000 beds in six different U.S. states
and territories.

While PSI was successful in renegotiating the purchase price down
to $210 million from $250 million after discovering an adverse
change at one of the facilities, the purchase multiple still
increases leverage from existing levels.

However, credit metrics are still within the 'B+' rating category.
In addition, the company has proven an ability to improve
financial performance at acquired facilities, which alleviates
some concern related to the increased leverage resulting from the
acquisition.

"The rating on PSI continues to reflect the company's significant
debt burden, the risks associated with its acquisition strategy,
and the challenge of managing a much larger entity," Standard &
Poor's credit analyst Alain Pelanne said.

"PSI is also exposed to potential government reimbursement
changes.  These concerns are partially offset by the company's
position as one of the largest providers in the highly fragmented
behavioral health industry and its history of successful
acquisitions since 2003."

After the ABS acquisition, PSI will provide behavioral health
programs through 70 owned or leased inpatient psychiatric
facilities, which have more than 7,500 licensed beds.  The company
also provides management services for psychiatric inpatient units.


RADIATION THERAPY: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sectors,
the rating agency downgraded its B1 Corporate Family Rating for
Radiation Therapy Services Inc to B2.

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
   ----------           -------  -------  ------   ----------
   Secured Secured
   Revolving Credit
   Facility due 2010    B1       B1       LGD3     31%

   Senior Secured
   Term Loan due 2012   B1       B1       LGD3     31%

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 its 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%).

Radiation Therapy Services, Inc. -- http://www.rtsx.com/-- which
operates radiation treatment centers primarily under the name 21st
Century Oncology, is a provider of radiation therapy services to
cancer patients.  The Company's 68 treatment centers are clustered
into 22 local markets in 14 states, including Alabama, Arizona,
California, Delaware, Florida, Kentucky, Maryland, Massachusetts,
Nevada, New Jersey, New York, North Carolina, Rhode Island and
West Virginia.  The Company is headquartered in Fort Myers,
Florida.


RADIOLOGIX INC: 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 Healthcare Service and Distribution sectors,
the rating agency confirmed its B2 Corporate Family Rating for
Radiologix, Inc. and upgraded its B3 rating on the Company's 7-yr
Senior Unsecured Notes due 2008 to B2.  In addition, Moody's
assigned an LGD4 rating to notes, suggesting noteholders will
experience a 52% 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 its 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%).

Radiologix, Inc. (AMEX:RGX) -- http://www.radiologix.com/--  
provides diagnostic imaging services, owning and operating multi-
modality diagnostic imaging centers that use advanced imaging
technologies such as positron emission tomography, magnetic
resonance imaging, computed tomography and nuclear medicine, as
well as x-ray, general radiography, mammography, ultrasound and
fluoroscopy.  Radiologix owns or operates 70 diagnostic imaging
centers located in 7 states.


RADNET MANAGEMENT: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sectors,
the rating agency confirmed its B3 Corporate Family Rating for
Radnet Management, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   5-yr Revolver
   due 2011             B3       Ba3      LGD2     22%

   5-yr Term Loan B
   due 2011             B3       Ba3      LGD2     22%

   6.5-yr 2nd Lien
   Term Loan due 2012   Caa1     Caa1     LGD5     71%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of its 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 Los Angeles, California, RadNet Management, Inc., the
primary operating division of Primedex Health Systems, Inc.,
provides high quality, cost-effective diagnostic imaging services
through a network of fully owned and operated outpatient-imaging
centers.  The Company also provides the necessary equipment, space
and personnel for the operations of its 55 facilities, as well as
financial and administrative management services.


RAIT CRE: Fitch Rates $35 Mil. Class J Floating Rate Notes at BB
----------------------------------------------------------------
Derivative Fitch assigns these ratings to RAIT CRE CDO I, Ltd. and
RAIT CRE CDO I, LLC:

     -- $200,000,000 class A-1A First Priority Senior Secured
        Floating Rate Notes Due November 2046 'AAA';

     -- $275,000,000 class A-1B First Priority Senior Secured
        Revolving Floating Rate Notes Due November 2046 'AAA';

     -- $90,000,000 class A-2 Second Priority Senior Secured
        Floating Rate Notes Due November 2046 'AAA';

     -- $110,000,000 class B Third Priority Senior Secured
        Floating Rate Notes Due November 2046 'AA';

     -- $41,500,000 class C Fourth Priority Mezzanine Deferrable
        Floating Rate Notes Due November 2046 'A+';

     -- $25,000,000 class D Fifth Priority Mezzanine Deferrable
        Floating Rate Notes Due November 2046 'A';

     -- $16,000,000 class E Sixth Priority Mezzanine Deferrable
        Floating Rate Notes Due November 2046 'A-';

     -- $22,000,000 class F Seventh Priority Subordinate
        Deferrable Floating Rate Notes Due November 2046 'BBB+';

     -- $20,500,000 class G Eighth Priority Subordinate Deferrable
        Floating Rate Notes Due November 2046 'BBB';

     -- $18,000,000 class H Ninth Priority Subordinate Deferrable
        Floating Rate Notes Due November 2046 'BBB-';

     -- $35,000,000 class J Tenth Priority Subordinate Deferrable
        Floating Rate Notes Due November 2046 'BB'.


REAL MEX: 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 restaurant sector, the rating agency held its
B2 Corporate Family Rating for Real Mex Restaurants, Inc., and
revised its B2 rating to Ba3 on the company's $105 million Senior
Secured 10% Notes due on 2010.  In addition, Moody's assigned an
LGD2 rating to those bonds, suggesting noteholders will experience
a 29% loss in the event of a default.

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

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

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

Based in Cypress, California, Real Mex Restaurants Inc. operates
and franchises about 250 Mexican restaurants in California and
more than a dozen other states.  Its flagship El Torito chain has
about 70 locations offering full-service Mexican dining, while its
100 Chevys restaurants provide a more laid-back, Cantina
atmosphere.  Real Mex also operates about 35 full-service Acapulco
restaurants featuring California-Mexican cuisine.  In addition,
the company has more than a dozen restaurants operating under such
names as Casa Gallardo, GuadalaHarrys, and Las Brisas. Real Mex
was acquired by private equity firm Sun Capital Partners in 2006.


RES-CARE INC: Moody's Assigns Loss-Given-Default Ratings
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sectors,
the rating agency confirmed its BA3 Corporate Family Rating for
Res-Care, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Revolving
   Credit Facility
   due 2010             Ba2      Ba1      LGD2     16%

   Sr. Unsec. Notes
   due 2013             B1       B1       LGD5     73%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of its 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 Louisville, Kentucky, ResCare, Inc. (NASDAQ/NM: RSCR) --
http://www.rescare.com/-- ResCare is a human service company that
provides residential, therapeutic, job training and educational
supports to people with developmental or other disabilities, to
youth with special needs and to adults who are experiencing
barriers to employment.  Founded in 1974, the Company provides
services in 36 states, Washington, D.C., Puerto Rico and Canada.


ROTECH HEALTHCARE: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sectors,
the rating agency confirmed its Caa2 Corporate Family Rating for
Rotech Healthcare, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Revolver
   due 2007             B2       B1       LGD2     11%

   Senior Term Loan
   due 2008             B2       B1       LGD2     11%

   Sr. Sub. Notes
   due 2012             Caa3     Caa3     LGD4     67%

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 its 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 Orlando, Florida, Rotech Healthcare, Inc. (NASDAQ:ROHI)
-- http://www.rotech.com/-- provides home respiratory care and
durable medical equipment and services to patients with breathing
disorders such as chronic obstructive pulmonary diseases.  The
Company provides its equipment and services in 48 states through
approximately 485 operating centers, located principally in non-
urban markets.  The Company's local operating centers ensure that
patients receive individualized care, while its nationwide
coverage allows the Company to benefit from significant operating
efficiencies.


ROWE COMPANIES: Selects Tyler Bartl as Conflicts Counsel
--------------------------------------------------------
The Rowe Companies and its debtor-affiliates ask permission from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
employ Tyler, Bartl, Gorman & Ramsdell PLC as their conflicts
counsel, nunc pro tunc to Sept. 18, 2006.

Tyler Bartl will handle matters that cannot be handled by Wiley
Rein & Fielding LLP, the Debtors' general bankruptcy counsel,
or other counsel to the Debtors, because of actual or potential
conflict of interest issues or, alternatively, which the Debtors
or Wiley Rein requests be handled by Tyler Bartl.

Thomas P. Gorman, Esq., a member of Tyler Bartl and the lead
attorney in this engagement, discloses that he will charge
$295 per hour for his services.  Tyler Bartl's current hourly
rates for its other attorneys range from $150 to $325 per hour.

Mr. Gorman assures the Court that Tyler Bartl does not hold any
interest adverse to the estate 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, 2007.


SAGITTARIUS RESTAURANTS: Moody's Assigns LGD Ratings
----------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Restaurant sector, the rating agency confirmed
its B2 Corporate Family Rating for Sagittarius Restaurants.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $60 Million
   Guaranteed Senior
   Secured Revolver
   Due March 2012         B1       Ba3     LGD2       26%

   $295 Million
   Guaranteed Senior
   Secured Term Loan B
   Due March 2013         B1       Ba3     LGD2       26%

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%).


SAINT VINCENTS: Court Approves Venable as Special Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District authorizes
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates to employ Venable LLP as their special counsel,
nunc pro tunc to Sept. 29, 2006.

Venable's fees will be capped at $25,000, without prejudice to
the Debtors' right to seek an increase of that cap or modify the
scope of Venable's employment.

The Debtors' senior management and Board of Directors determined
they need a special counsel experienced in the identification of
professional malpractice, breach of duty, and related claims to
work with Togut Segal to conclude the investigation of any
affirmative claims against McDermott Will & Emery LLP.

In this engagement Venable will:

    (a) investigate McDermott's representation of the Debtors in
        their Chapter 11 cases by:

        * reviewing and analyzing documents, communications, and
          other information related to McDermott's engagement as
          bankruptcy counsel for the Debtors;

        * reviewing and analyzing documents produced and
          deposition transcripts arising out of discovery for the
          evidentiary hearing on McDermott's fee application; and

        * interviewing the Debtors' management and other parties
          with knowledge regarding the McDermott issue;

    (b) research and evaluate potential claims the Debtors may
        have against McDermott for, among other things, breach of
        fiduciary duty, breach of loyalty and professional
        malpractice;

    (c) provide the Debtors and the Board with an assessment,
        jointly with Togut Segal, of possible claims against
        McDermott; and

    (d) provide other services related to the investigation of
        potential claims against McDermott.

Venable will paid based on the firm's current hourly billing
rates:

          Partners                   $275 to $500
          Counsel                    $275 to $350
          Associates                 $185 to $310
          Paraprofessionals          $120 to $170

Michael Schatzow, Esq., a partner at Venable, said his firm
contemplates that G. Stewart Webb, Jr., will be the primary
attorney for the Debtors.  Mr. Webb's hourly rate is $500.

Mr. Schatzow assures the Court his firm is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code.  Venable does not hold or represent an interest
adverse to the Debtors or their estates, Mr. Schatzow says.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 38 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: Tort Panel Wants Godward Kronish as Counsel
-----------------------------------------------------------
Pursuant to Section 327 of the Bankruptcy Code and Rule 2014 of
the Federal Rules of Bankruptcy Procedure, the Official Committee
of Tort Claimants appointed in Saint Vincents Catholic Medical
Centers of New York and its debtor-affiliates bankruptcy cases,
seek authority from the U.S. Bankruptcy Court for the Southern
District of New York to:

    * retain Cooley Godward Kronish LLP as substitute counsel; and

    * terminate the employment of Kronish Lieb Weiner & Hellman
      LLP, nunc pro tunc to October 1, 2006.

Resham Singh, chairperson of the Tort Committee, tells the Court
that CGK is well qualified to represent the Committee because the
firm:

    -- is familiar with the case through Kronish Lieb's prior
       involvement in the Debtors' Chapter 11 case; and

    -- has extensive and diverse experience obtained through prior
       representations of various committees in large Chapter 11
       cases and other debt-restructuring scenarios in the
       Southern District of New York as well as throughout the
       United States.

Consistent with the type of services previously rendered by
Kronish Lieb, CGK will:

    a. investigate, monitor, negotiate and assist in the global
       resolution of medical malpractice claims;

    b. investigate, monitor, negotiate and assist in the
       resolution of any requests by holders of Medical
       Malpractice Claims for relief from the automatic stay to
       pursue Medical Malpractice Claims;

    c. investigate, monitor, negotiate and assist the holders of
       Medical Malpractice Claims with respect to the Debtors'
       highly complex set of insurance policies;

    d. investigate, monitor, negotiate and assist the holders of
       Medical Malpractice Claims with respect to all proposed
       procedures relating to pooling of insurance proceeds
       and the treatment of the Debtors' employees in the context
       of the commencement or continuation of a proceeding with
       respect to a Medical Malpractice Claim;

    e. monitor the disposition of otherwise unencumbered assets of
       the Debtors' estates that may be available for distribution
       to holders of Medical Malpractice Claims;

    f. communicate with holders of Medical Malpractice Claims
       regarding the progress of the Debtors' Chapter 11 cases
       generally and any specific issues or motions affecting the
       treatment of Medical Malpractice Claims, as distinct from
       prepetition general unsecured claims; and

    g. participate in the formulation of any plan of liquidation
       or reorganization for any of the Debtors solely to review
       and negotiate the classification of Medical Malpractice
       Claims in that plan; review whether a plan that separately
       classifies Medical Malpractice Claims discriminates or is
       equitable with respect to that class; and advise holders of
       Medical Malpractice Claims of the Tort Committee's
       determination as to that plan.

CGK will be paid based on its professionals' hourly rates:

          Professional               Status       Hourly Rate
          ------------               ------       -----------
          James A. Beldner           Partner          $650
          Richard S. Kanowitz        Partner          $585
          Jeffrey L. Cohen           Associate        $380
          Seth Van Aalten            Associate        $290
          Brian W. Byun              Associate        $245

The firm will also be reimbursed for its reasonable out-of-pocket
expenses.

Richard S. Kanowitz, Esq., a member of CGK, assures the Court
that his firm represents no interest adverse to the Tort
Committee, the Debtors, or their estates.  CGK has no connection
with the US Trustee or any other person and entities who are
defined as not disinterested persons in Section 101(14) of the
Bankruptcy Code, Mr. Kanowitz says.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 38 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SASKATCHEWAN WHEAT: Offers Merger Deal to Agricore United
---------------------------------------------------------
Saskatchewan Wheat Pool Inc. intends to make a formal offer for
Agricore United's outstanding Limited Voting Common Shares, Series
A Convertible Preferred Shares, and its Unsecured Subordinated
Convertible Debentures.  Saskatchewan Wheat Pool's offer would
bring the country's two leading agricultural companies together in
an effort to create a strong Canadian agri-business and drive
significant new value for shareholders, farm customers and
destination customers.

"Our proposal would give Saskatchewan Wheat Pool and Agricore a
stronger and more diversified presence amidst the growing demands
of a highly competitive marketplace.  We are attempting to create
a significant agri-business with decades of expertise, superior
assets and a truly unique home grown Canadian advantage.  By
combining operations we will create the scale and scope of
operations to enhance Western Canada's position in a global
environment," said Saskatchewan Wheat Pool President and CEO Mayo
Schmidt.

Saskatchewan Wheat Pool's offer, if accepted would see a merger of
the two companies, with benefits including:

    -- The establishment of a lower cost service model through the
       achievement of significant efficiencies including estimated
       synergies of $60 million per annum on estimated, combined
       and adjusted EBITDA of approximately $215 million for the
       12-month period ending July 31, 2006;

    -- Enhanced customer services through combined operational
       expertise including transportation, logistical services and
       marketing;

    -- Strong geographic representation and diversification in
       each of the Prairie provinces to reduce the risk of adverse
       weather conditions that can affect crop quality, production
       volumes and agri-product sales;

    -- The deployment of assets to maximize returns by
       significantly improving the overall efficiency of grain
       flow from the Prairies to export position;

    -- Enhanced liquidity with an expected market capitalization
       in excess of $1.2 billion;

    -- The creation of a robust governance structure aligned with
       best practices of the market and that also ensures a role
       for farm producers based on the successful Western Farm
       Leadership Co-operative model adopted by Saskatchewan Wheat
       Pool in 2005; and

    -- Meaningful operations in Winnipeg and Regina, with an
       additional office in Alberta.

"We believe that the complementary strengths of a united
Saskatchewan Wheat Pool and Agricore would result in enormous
advantages for customers and shareholders alike, and the market in
which we operate.  This is an exciting opportunity to address a
chronic problem of over-capacity in the industry and bring new
efficiencies to western Canadian agriculture.  Saskatchewan Wheat
Pool, with its excellent balance sheet, is very strongly
positioned to be a catalyst for this change," Mr. Schmidt added.

Under the Offer, the Pool would merge with Agricore on the basis
of each outstanding Limited Voting Common Shares of Agricore being
exchanged for 1.35 common shares of Saskatchewan Wheat Pool, each
outstanding $1,000 principal of Convertible Unsecured Subordinated
Debentures of Agricore being exchanged for 180 common shares of
Saskatchewan Wheat Pool and each outstanding Series A Convertible
Preferred Share being acquired for $24.00 in cash.  The Limited
Voting Common Share exchange ratio, based on trading prices at the
close of business on November 7, 2006, represents a premium of
approximately 13% to Agricore shareholders.  In addition to the
premium offered directly to Agricore shareholders and the
proportionate sharing of synergies, Agricore would significantly
de-lever its balance sheet.

Based on each company's 12-month results for the period ending
July 31, 2006, adjusted to account for one-time items and an
estimate for Agricore's recent acquisition of Hi-Pro, it is
expected that the two companies would have generated pro forma
Earnings Before Interest, Taxes, Depreciation and Amortization or
EBITDA of $215 million.  Agricore's total debt/EBITDA would
decrease from current levels of about 4.4x to approximately 2.4x
pro forma the transaction and including realization of expected
synergies.  Similarly, interest coverage would increase to
approximately 3.4x.

"We are presenting this offer directly to Agricore security
holders for their consideration.  We believe strongly in the
significant benefits this transaction will provide for our
respective farmers and destination customers, the industry and our
respective shareholders.  We believe the advantages are simply too
important to ignore," said Pool Board Chairman Terry Baker, who
actively farms in West Central Saskatchewan.

"Saskatchewan Wheat Pool's Board of Directors fully supports this
initiative," added Baker.  "This is an excellent opportunity to
bring greater value to farm customers and to shareholders of both
companies.  Industry fundamentals are improving and the timing is
right to take the steps necessary to embrace new solutions that
will create a positive and enduring economic climate for all
agricultural participants."

Saskatchewan Wheat Pool presented the offer to Agricore's Chief
Executive Officer and Chairman of the Board on October 24, and
followed a second letter in pursuit of a supported transaction.
Saskatchewan Wheat Pool would welcome an Agricore Board supported
transaction and looks forward to working with them to deliver the
significant value that is inherent in the proposed combination.

Saskatchewan Wheat Pool intends to mail the formal offers (which
will contain the detailed terms and conditions of the offer) as
soon as is reasonably possible following the receipt of the
security holder lists from Agricore.

                      About Agricore United

Headquartered in Winnipeg, Manitoba, Agricore United Limited (TSX:
AU.LV, TSE: AU) -- http://www.agricoreunited.com/-- is an agri-
business with extensive operations and distribution capabilities
across western Canada.  The Company's operations are diversified
into sales of crop inputs and services, grain merchandising,
livestock production services and financial services.

                    About Saskatchewan Wheat

Based in Regina, Saskatchewan Wheat Pool Inc. (TSX:SWP) --
http://www.swp.com/-- is a publicly traded agribusiness.
Anchored by a prairie-wide grain handling and agri-products
marketing network, the Pool channels Prairie production to end-use
markets in North America and around the world.

                         *     *     *

Dominion Bond Rating Service placed Saskatchewan Wheat Pool Inc.'s
ratings, "Under Review with Positive Implications" including
Senior Secured Debt -- Under Review, Positive B (high); Senior
Subordinated Notes -- Under Review, Positive B; and Senior
Unsecured Notes -- Under Review, Positive B.


SBARRO INC: Moody's Assigns Loss-Given-Default Ratings
------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Restaurant sector, the rating agency held its
Caa1 Corporate Family Rating for Sbarro, Inc., and held its Caa1
rating on the company's $255 million Guaranteed 11% Senior
Unsecured Notes due on September 2009.  Moody's also assigned an
LGD4 rating to those bonds, suggesting noteholders will experience
a 53% 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%).

Sbarro, Inc. -- http://www.sbarro.com/-- headquartered in
Melville, New York, is a leading quick service restaurant chain
that serves Italian specialty foods.  As of April 23, 2006, the
company owned and operated 482 and franchised 491 restaurants
worldwide under brand names such as "Sbarro,", "Umberto's," and
"Carmela's Pizzeria".  Total revenues for fiscal 2005 were
approximately $348 million.


SCALES FISHOUSE: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Scales Fishouse & Steaks, LLC
        fdba Wild Iron Chop House & Piano Bar
        P.O. Box 444
        Whitehall, MI 49461

Bankruptcy Case No.: 06-05671

Type of Business: The Debtor operates a restaurant and
                  entertainment center.

Chapter 11 Petition Date: November 7, 2006

Court: Western District of Michigan (Grand Rapids)

Debtor's Counsel: Louis R. Lint, Esq.
                  Louis R. Lint, P.C.
                  Muskegon Bankruptcy Clinic
                  433 Seminole Road, Suite 200A
                  Muskegon, MI 49444-3743
                  Tel: (231) 739-1200

Total Assets:   $140,870

Total Debts:  $1,387,538

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Crosswinds Restaurant, Inc.      Office Equipment        $280,000
302 South Lake Street                                    Secured:
Whitehall, MI 49461                                          $400

                                 Equipment               $280,000
                                                         Secured:
                                                          $85,000

Tim Hall                                                 $210,000
3358 Cheyenne
Grandville, MI 49418

Internal Revenue Service         W/H Taxes               $137,767
Chief Special Procedures
P.O. Box 330500 Stop 15
Detroit, MI 48232

State of Michigan                W/H Taxes                $93,785
Department of Treasury
350 Ottawa, Northwest, Suite 17
Grand Rapids, MI 49503

Jene/William/Ellen Ryan                                   $40,000
22358 Fairway Drive, South
Woodhaven, MI 48183

Paul Mark Keck                   Cash Advance from        $35,000
                                 Insider and Uncashed
                                 Payroll checks

Rewards Network                                           $33,000

Nick Thrasher                                             $30,000

Stephen J. Landstra              Cash Advance             $28,835

Jeff Thon                                                 $25,000

Bruce & Pat Cheadle                                       $20,000

William & Ellen Ryan                                      $20,000

Tim & Cindy Westra                                        $20,000

Vernon & Carol Hoffman                                    $15,000

Aaron Tyler                                               $15,000

Harold C. Osborne                Contractor               $13,000

Bill Parsons                                              $10,000

John Gerig                                                $10,000


STANDARD PARKING: Earns $4.5 Million in Third Quarter 2006
----------------------------------------------------------
Standard Parking Corporation reported revenue for the third
quarter of 2006, excluding reimbursed management contract expense,
increased by approximately 4% to $65.7 million from $63 million in
the year ago period.  Excluding New Orleans, revenue from same
locations increased by 7% as compared with the third quarter of
2005.

Gross profit in the third quarter 2006 increased by more than 10%
to $19.2 million from $17.4 million in the 2005 third quarter.
Third quarter 2006 gross profit included $200,000 realized from
the integration of the Sound Parking portfolio.

Operating income for the third quarter increased more than 30%, to
$7.4 million versus $5.7 million in the year ago quarter.

Free cash flow for the third quarter was $9.5 million as compared
with $8.6 million a year ago, which was used primarily to reduce
borrowings.  Consequently, total debt was $77.3 million at the end
of the 2006 third quarter, down $25.8 million from $103.1 million
a year ago.

Net income for the 2006 third quarter was $4.5 million, versus
$4.2 million, a year ago.

James A. Wilhelm, president and chief executive officer, said, "We
are very pleased with this quarter's results as the business
continues to execute on all levels.  We added 23 net new locations
during the quarter and now exceed 2,000 total locations.  At the
same time, we maintained our 92% retention rate for existing
business for the twelve months ended September 30, 2006."

                      Year-to-Date Results

Revenue for the first nine months of 2006, excluding reimbursed
management contract expense, increased by more than 4% to $194.2
million from $186 million in the first nine months of 2005.

Gross profit for the first nine months of 2006 increased over 11%
to $56.8 million from $51 million in the year ago period.  The
Sound Parking contract portfolio in Seattle, acquired earlier in
the year, generated $600,000 of gross profit in the first nine
months of 2006.

Operating income for the first nine months of 2006 increased
almost 25% to $21.3 million from $17.1 million in the first nine
months of 2005.

Pre-tax income for the first nine months of 2006 was
$14.8 million, an increase of over 49% compared with the same
period last year.

The Company generated $20.3 million of free cash flow during the
first nine months of 2006 as compared with $17.3 million during
the first nine months of 2005.

Mr. Wilhelm concluded, "With the significant free cash flow
generated by the Company, we are increasingly investing in
information technology with the goal of reducing overhead and
improving our processes and efficiency.  We have upgraded and
standardized all of the desktops and laptops used throughout the
organization.  We have also made network enhancements that allow
for more efficient communication between the Chicago support
office and our various regional offices and site locations.  Other
initiatives underway are the development of monthly parker, tenant
lease management and workforce management systems that will not
only benefit our clients by improving revenue controls and
operating efficiency, but also will support the Company's long-
term goal of reducing G&A as a percentage of gross profit to below
50%."

Based on the year-to-date results, the Company is reaffirming its
free cash flow expectation of $20 million or higher in 2006.

Standard Parking Corporation -- http://www.standardparking.com/--  
provides parking facility management services.  The Company
provides on-site management services at multi-level and surface
parking facilities for all major markets of the parking industry.
The Company manages over 1,900 parking facilities, containing over
one million parking spaces in more than 300 cities across the
United States and Canada, including parking-related and shuttle
bus operations serving more than 60 airports.

                           *     *     *

Standard & Poor's Ratings Services raised Standard Parking Corp.'s
corporate credit and senior secured debt ratings to 'B+' from 'B',
and raised the senior subordinated debt rating to 'B-' from
'CCC+'.


SUPERIOR ENERGY: Earns $55.2 Million in 2006 Second Quarter
-----------------------------------------------------------
Superior Energy Services, Inc., reported net income of
$55.2 million, on revenues of $290.5 million during the third
quarter of 2006, as compared to net income of $9.4 million on
revenues of $184.1 million for the third quarter of 2005.

As compared to the second quarter of 2006, revenues increased 11%,
operating income increased 16% and earnings per share increased
42%.

Terence Hall, Chairman and CEO of Superior, commented, "Our third
quarter results were outstanding and all business units performed
very well.  We also made tremendous strides in executing our
growth strategy during the quarter.  In July, we announced
multiple international contracts totaling more than $100 million
as part of our international expansion initiatives.  In September,
we agreed to acquire Warrior Energy Services Corporation which
will significantly expand our U.S. onshore operational footprint.

"Once the Warrior transaction is closed, we will have operations
in virtually all major oil and gas basins in the lower 48 states
and an excellent platform to drive our continued growth.  Both
these international and U.S. onshore activities increase our
ability to cross sell services, open up additional opportunities
to further export our portfolio of products and services, and
expand our customer base.  We believe shareholders will benefit
from our expansion activities in 2007 and well beyond."

For the nine months ended Sept. 30, 2006, revenues were
$774.7 million and net income was $126.1 million, as compared to
revenues of $547.3 million and net income of $51.6 million for the
nine months ended Sept. 30, 2005.

               Well Intervention Group Segment

Third quarter revenues for the Well Intervention Group were a
record $122.2 million, a 9% increase from the second quarter of
2006 and a 42% increase from the third quarter of 2005.  The
biggest activity increases were in coiled tubing, engineering and
project management services, well control, mechanical wireline and
plug and abandonment services.  These increases reflect continued
high demand for production-enhancement activities, increased well
abandonment work in the Gulf of Mexico and the company's continued
involvement in providing hurricane-recovery project management and
services.

                    Rental Tools Segment

Revenues for the Rental Tools segment were a record $98.3 million,
13% higher than the second quarter of 2006 and a 59% increase from
the third quarter of 2005.  Operating income was $35.1 million, or
36% of segment revenue, up from $29.4 million, or 34% of segment
revenue in the second quarter of 2006.  The primary factors
leading to the record quarter were increased rentals of on-site
accommodations, stabilizers, drill collars, specialty tubulars,
drill pipe and associated handling tools across all geographic
markets.

                       Marine Segment

Superior's marine revenues were $36 million, a 6% increase over
the second quarter of 2006 and a 95% increase from the third
quarter of 2005.  Operating income was $16.2 million, or 45% of
segment revenue, up from $15.3 million, or 45% of segment revenue
in the second quarter of 2006.

                      Oil and Gas Segment

Oil and gas revenues were $38.2 million, a 14% increase over
second quarter 2006 levels and a 76% improvement over the third
quarter of 2005.  Operating income was $8.1 million, or 21% of
segment revenue, up from $5.5 million, or 16% of segment revenue,
in the second quarter of 2006.

                    About Superior Energy

Headquartered in Harvey, Louisiana, Superior Energy Services, Inc.
-- http://www.superiorenergy.com/-- provides specialized oilfield
services and equipment focused on serving the production-related
needs of oil and gas companies primarily in the Gulf of Mexico and
the drilling-related needs of oil and gas companies in the Gulf of
Mexico and select international market areas.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and its 'BB-' senior unsecured rating on Superior
Energy Services Inc., and also assigned its 'BB+' senior secured
rating and '1' recovery rating to Superior's $200 million term
loan B.  The outlook is stable.

As reported in the Troubled Company Reporter on Sept. 28, 2006,
Moody's Investors Service affirmed SESI, L.L.C.'s ratings (Ba3
Corporate Family Rating and B1 rated $300 million senior unsecured
notes guaranteed by Superior Energy Services, Inc. (Superior)) and
changed the rating outlook to negative from stable following
Superior's announcement that it had signed a merger agreement to
acquire Warrior Energy Services Corporation (Warrior) for
$175 million in cash and 5.3 million shares of common stock, with
debt accounting for approximately 56% of the acquisition cost
(based on the Sept. 22, 2006 closing price).


TECHNICAL OLYMPIC: Balks at Deutsche's Guaranties Payment Demand
----------------------------------------------------------------
In response to demand for payment under certain limited guaranties
provided by Technical Olympic USA, Inc. in connection with the
financing of the Transeastern Joint Venture, the Company informed
Deutsche Bank Trust Company America, the administrative agent for
the lenders, that it does not believe that its obligations
pursuant to the Guarantees have been triggered.  TOUSA has
formally disputed the assertion and is in discussions with the
Administrative Agent and the lenders concerning this situation.

In a letter dated Nov. 6, 2006 to Deutsche Bank, TOUSA asserted
that the "problems" being experienced by the Transeastern Joint
Venture have not been caused by the actions of TOUSA.  The letter
stated that the Transeastern Joint Venture's problems are a direct
result of the highly leveraged capital structure of the
transaction together with adverse market conditions, which will
prevent the Joint Venture from achieving the anticipated 3,500 to
4,000 annual deliveries.  The letter further stated that Deutsche
Bank's assertion that TOUSA has an obligation to "undertake
funding initiatives to stabilize the borrower" is not a
requirement of either guaranty.

Since Sept. 21, 2006, TOUSA and the Joint Venture's lenders have
been working together with financial consultants to produce a
global solution for all parties involved, including TOUSA and the
Joint Venture's lenders and land bankers.  This process is
ongoing, but is still not sufficiently complete to produce the
facts necessary to permit meaningful analysis of a potential
solution to the situation or to determine TOUSA's exposure, if
any, under the Guaranties.

"We fully intend to honor whatever obligations we may have under
the loan guaranties," stated Antonio B. Mon, President and Chief
Executive Officer of TOUSA.  "However, our analysis of the facts
is not complete and we believe that we have yet to uncover all
relevant issues that might factor into any ultimate resolution.
As such, any demands being placed on TOUSA at this stage of the
review are clearly premature.  It is our belief that the
circumstances being experienced by the Transeastern Joint Venture
today are clearly a reflection of the Joint Venture's inability to
sell and deliver the volume of homes necessary to support the
capital structure due to the downturn in the Florida housing
market.  Furthermore, we continue to believe in the quality of the
Joint Venture's assets and look forward to reaching a solution for
all parties."

The Demand Letters allege that the Joint Venture has failed to
comply with certain of its obligations pursuant to the Credit
Agreements and as a result multiple potential defaults and events
of default have occurred which allegedly have triggered the
obligations pursuant to the Guarantees, and that TOUSA pay its
obligations under the Guaranties.  TOUSA has rejected such demands
because the letters contain no factual allegations, which would
support such demand for payment.

                   Filing of Quarterly Report

TOUSA expects to file a Form 12b-25, Notification of Late Filing,
with the Securities and Exchange Commission, in order to extend
the filing due date for its Quarterly Report on Form 10-Q for
the third quarter ended Sept. 30, 2006.  This filing extends the
Nov. 9, 2006 filing due date for up to five days under SEC rules.
TOUSA requires additional time to file its Form 10-Q due to the
change in its financial statements presentation to provide segment
information and the anticipation that it will report a significant
change in its results of operations for the three months ended
Sept. 30, 2006 from the corresponding period for the previous
fiscal year due to asset impairment charges.

                           About TOUSA

Headquartered in Hollywood, Florida, Technical Olympic USA, Inc.
(NYSE:TOA) -- http://www.tousa.com/-- is a homebuilder in the
United States, operating in various metropolitan markets in 10
states located in four major geographic regions: Florida, the Mid-
Atlantic, Texas, and the West.  TOUSA designs, builds, and markets
high-quality detached single-family residences, town homes, and
condominiums to a diverse group of homebuyers, such as "first-
time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title, Inc.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Fitch Ratings has revised the ratings of Technical Olympic USA,
Inc.'s revolving credit facility, senior unsecured notes and
senior subordinated notes to reflect the changes in priority of
debt repayments following TOA's $800 million revolving credit
facility being changed from an unsecured facility to a secured
facility.  The company's Issuer Default Rating remains at 'B+' and
TOA's ratings remain on Rating Watch Negative.  Ratings revised by
Fitch include the company's secured revolving credit facility
changed to 'BB' from 'BB-'; senior unsecured notes changed to 'B'
from 'BB-' and senior subordinated debt changed to 'CCC+' from
'B-'.


TELCOM USA: Proofs of Claim Filing Period Ends on November 13
-------------------------------------------------------------
Creditors of Telcom USA, Inc., have until Nov. 13, 2006, to file
an Assent and Proof of Claim form to PMCM, LLC, the Creditors'
Representative.

Telcom USA had entered into an Assignment for the Benefit of
Creditors dated Oct. 10, 2006 with PMCM, LLC.

The company informs that a creditor is invited to become a party
to the Assignment Agreement as an Assenting Creditor if it asserts
a claim allowable against the company's estate when Telcom
commenced a case under the Bankruptcy Code on the date of the
Assignment Agreement.  The creditor has to execute an Assent and
Proof of Claim in the form attached to the Assignment Agreement
and returning the document to the Creditors' Representative on
Nov. 13, 2006.

Creditors may obtain the Assignment Agreement, the Assent and
Proof of Claim, and explanatory letters by sending a written
request by mail or fax to the Creditors' Representative counsel:

      Daniel C. Cohn, Esq.
      Scott L. Dildine, Esq.
      Cohn Whitesell & Goldberg, LLP
      101 Arch Street, 16th Floor
      Boston, MA 02210
      Fax: (617) 951-0679

The Creditors' Representative may grant an extension if the
creditor is unable to timely complete and return the documents.

                        Assets for Sale

Telcom USA utilized a rotational molding process to manufacture
plastic flower pots.  Through the Creditors' Representative,
Telcom USA will sell rotational mold machines and molds, as well
as other factory equipment and inventory, along with furniture,
accounts receivable, miscellaneous assets, and an 85,000 square
foot facility in Lawrence, Massachusetts.  Further information on
the assets is available by contacting the Creditors'
Representative:

      PMCM, LLC
      c/o Phoenix Management Services, Inc.
      225 Franklin Street, 26th Floor
      Boston, MA 02110
      Attn: Brian F. Gleason
      Fax: (617) 217-2001

Based in Lawrence, Massachusetts, Telcom USA, Inc. sells lawn
machinery and equipment.  The company also manufactures garden
flowerpots and accessories.


THOMPSON & WALTERS: Selling Nursery Grounds on November 17
----------------------------------------------------------
Thompson & Walters Nursery, LLC will sell its 357-acre nursery
grounds in an auction sale on Nov. 17, 2006.

The nursery grounds consist of 357 acres of fully developed
container nursery and in-ground production property with full
water rights and complete water reclamation, nursery office,
propagation, and outbuilding facilities.

The company filed for Chapter 11 protection on Oct. 5, 2006 to
complete a timely sale of all assets and facilities, including the
real property, and to allow the potential buyer to fully position
mature and maturing product for the spring of 2007 and forward
orders.

The Debtor informs that the qualifying bids must be received by
the sale director, Inverness Group LLC, at 3:00 p.m., on Monday,
Nov. 13, 2006.  For additional information on the sale, contact:

      John Davidson
      Inverness Group LLC
      Tel: (503) 922-1220
      www.invernessgroupllc.com

Headquartered in Cornelius, Oregon, Thompson & Walters Nursery LLC
wholesales and retails nursery stock.  The Company filed for
chapter 11 protection on Oct. 5, 2006 (Bankr. D. Or. Case No. 06-
33096).  Jeanette L. Thomas, Esq., at Perkins Cole LLP represents
the Debtor.  When the Debtor filed for protection from its
creditors, it estimated assets of 24,538,461 and debts of
$27,187,244.


TRIBUNE CO: Ousts LA Times Editor Dean Baquet
---------------------------------------------
Tribune Co. replaced Los Angeles Times editor Dean Baquet with
James E. O'Shea, managing editor of the Chicago Tribune, after Mr.
Baquet resisted pressure to cut jobs, Andy Fixmer and Leon
Lazaroff reports for Bloomberg News.

Mr. Baquet's departure follows that of Jeff Johnson, who resigned
as publisher and chief executive officer of the LA Times on Oct.
5, 2006.  David D. Hiller replaced Mr. Johnson.

In a company statement, Mr. Hiller said "I want to thank Dean for
all of his contributions and leadership during the past six
years."  "He is a great editor and journalist.  But, after
considerable discussion during the past several weeks, Dean and I
concluded that we have significant differences on the future
direction of The Times."

According to Bloomberg News, Messrs. Johnson and Baquet were
replaced after they refused to fire more people at the LA Times.
Tribune is cutting jobs in an effort to reduce expenses.

In September, Tribune established an independent special committee
to oversee the exploration of alternatives for creating additional
value for its shareholders.  The company's board expects to
complete the process by the end of 2006.  In May this year,
Tribune disclosed a performance improvement plan that is expected
to include at least $500 million in asset sales.

                          About Tribune

Headquartered in Chicago, Illinois, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating
businesses in publishing and broadcasting.  In publishing, Tribune
operates 11 leading daily newspapers including the Los Angeles
Times, Chicago Tribune and Newsday, plus a wide range of targeted
publications.  The company's broadcasting group operates 26
television stations, Superstation WGN on national cable, Chicago's
WGN-AM and the Chicago Cubs baseball team.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2006,
Moody's Investors Service changed the Tribune Company's rating
outlook to negative from stable in connection with the company's
announcement that its board of directors has formed a special
committee to oversee management's exploration of alternatives for
creating additional shareholder value.  Moody's affirmed the
current Ba1 Corporate Family and senior unsecured ratings, and the
Ba2 senior subordinate ratings.

As reported in the Troubled Company Reporter on June 1, 2006,
Fitch Ratings downgraded Tribune Co.'s Issuer Default Rating to
'BBB-' from 'A-'.  The Rating Outlook is Negative.  Approximately
$3.2 billion of outstanding senior unsecured and subordinated debt
on the balance sheet as of March 31, 2006 was affected by this
action.  The rating action included the downgrade of the company's
subordinated exchangeable debentures due 2029 to BB+ from BBB+.


TRW AUTOMOTIVE: Fitch Says Low-B Ratings Unaffected by Stock Deals
------------------------------------------------------------------
The announcement of certain common stock transactions by TRW
Automotive Holdings Corp does not impact the current ratings or
Rating Outlook.  The transactions, resulting in a net share
repurchase of approximately $55 million, include the issuance of
6.7 million shares of common stock for approximately $155 million
and the simultaneous repurchase of common share held by Northrop
Grumman for approximately $210 million.  TRW's existing cash
portfolio of approximately $369 million and positive cash flow
provide adequate liquidity to absorb the transactions within the
existing rating category.  TRW's ratings are:

     -- Issuer Default Rating (IDR) 'BB';
     -- Senior secured bank lines 'BB+';
     -- Senior unsecured notes 'BB-';
     -- Senior subordinated unsecured notes 'B+'.

The Rating Outlook is Stable.

Fitch views the timing of the stock repurchase as less than
optimal, given the decline in fourth quarter domestic original
equipment makers' production schedules and the stresses in the
automotive supply industry.  However, Fitch expects TRW to remain
free cash flow positive for 2006 and 2007 and recognizes TRW's
more than adequate liquidity to complete the repurchase.  The
fourth calendar quarter is generally a positive working capital
cash flow period for most automotive suppliers.  Last year, TRW
produced $104 million in positive working capital cash flow and
had free cash flow of $158 million.  For the third quarter ended
Sept. 30, 2006, TRW had cash and marketable securities of
$369  million and $956 million in revolver availability.


TWC HOLDINGS: S&P Junks Corporate Credit Rating
-----------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Wornick
Co. (The) and its parent, TWC Holdings LLC.  The corporate credit
rating on both entities was lowered to 'CCC+' from 'B'.

The CreditWatch implications have been revised to developing from
negative; ratings were initially placed on CreditWatch on Aug. 17,
2006.

"The downgrade reflects uncertainty regarding the company's
ability to receive a waiver from covenant violations that are
likely at the end of the year, as well as very weak profitability,
cash generation, and liquidity," Standard & Poor's credit analyst
Christopher DeNicolo said.

A violation of the covenant in the unrated credit facility, if not
waived, would also be an event of default under the company's
$125 million secured notes.  If Wornick is able to get the likely
covenant violation waived or the facility is replaced and an
adequate level of liquidity is restored, ratings could be raised
modestly.

In the first six months of 2006, Wornick reported an $8 million
operating loss despite a 15% increase in revenue.  The loss was
due to costs related to consolidation efforts and new products,
inefficiencies in the co-manufacturing business, and lower margins
on certain military ration sales.

Free cash flow was negative in the first half of 2006 due to the
losses and higher working capital.  Subsequent to the end of the
quarter, the company made its scheduled coupon payment on the
$125 million secured notes and had further working capital
investments, resulting in zero cash balances and borrowings of
$12 million on the $15 million revolver.

Although the company is expected to repay most revolver drawings
by the end of the year, a $6.8 million interest payment is due on
Jan. 15, 2007.

Therefore, liquidity is expected to remain constrained through at
least the first part of 2007.  Overall, Wornick's financial
profile is likely remain very weak due to high debt leverage and
poor, albeit improving, profitability.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semi-rigid products.  The firm's two main lines of business
are military rations (approximately 70% of revenues) and
co-manufacturing for leading food brands (30%).  The company
produces both individual (including Meals Ready to Eat or MRE) and
group rations (including Unitized Group Rations-A or UGR-A) for
the U.S. military.  MREs comprise about 65% of military revenues.
In the most recent MRE contract award, Wornick received the lowest
share of the three approved suppliers.  The high number and
increasing tenor of overseas troop deployment and the
replenishment of war reserves is likely to sustain demand
for MREs in the intermediate term, although sales in the near term
are likely to decline from unusually high levels in late 2005 and
early 2006.


UNO RESTAURANT: 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 Restaurant sector, the rating agency held its
B3 Corporate Family Rating for Uno Restaurant Holdings
Corporation, and lowered its B3 rating to Caa1 on the company's
$142 million, 10% Second Lien Notes due on 2011.  Additionally,
Moody's assigned an LGD4 rating to those bonds, suggesting
noteholders will experience a 60% loss in the event of a default.

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

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

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

Based in Boston, Massachusetts, Uno Restaurant Holdings
Corporation -- http://www.unos.com/-- franchises and operates
over 200 restaurants.  Uno Chicago Grill restaurants are located
in 32 states, the District of Columbia, Puerto Rico, South Korea
and the United Arab Emirates.  The company also operates a
consumer foods division, which supplies airlines, movie theaters,
hotel restaurants and supermarkets with both frozen and
refrigerated private label foods and branded Uno products.


U.S. ENERGY: Denies Countryside Canada's Default Claims
-------------------------------------------------------
U.S. Energy Biogas Corp. received notices from Countryside Canada
Power Inc. on October 3, 2006 and October 12, 2006 claiming that
USEB had failed to provide certain financial reporting
documentation to Countryside as required by a certain Loan
Agreement and claiming that, as a result, an Event of Default
exists under the agreement.

USEB, Avon Energy Partners, LLC, and Countryside Canada, as
trustee, are parties to an April 2004 Note Purchase Agreement.  As
of September 30, 2006, the principal amount outstanding under the
Loan Agreement was approximately $92 million.

Though USEB is current in its payment of principal and interest
and no monetary default exists or is alleged by Countryside, the
Loan Agreement provides that upon an Event of Default under the
circumstances alleged by Countryside the lender may, upon written
notice to USEB, declare the entire unpaid principal and all
accrued interest due and payable.  USEB has responded to
Countryside's notices and takes the position that no Event of
Default exists.  As of November 2, Countryside has not indicated
that it intends to seek to accelerate the loan.

USEB says that its assets and cash flow would not be sufficient to
repay the amounts outstanding under the Loan Agreement if the
lenders decide to accelerate repayment of the loan.  USEB is
engaged in negotiations with Countryside regarding a potential
restructuring of the Loan Agreement.

Based in Avon, Connecticut, U.S. Energy Biogas Corp. --
http://www.usenergysystems.com/-- owns and operates 23 landfill-
gas-to-energy projects with 52MW of generating capacity.  Power is
sold primarily to local utilities under long-term contracts in
Arizona, Illinois, Massachusetts, New Hampshire, New Jersey, New
York, Pennsylvania, Texas, Vermont and Virginia.  U.S. Energy
Systems, Inc. owns 54.26% of USEB and Cinergy Energy, a wholly
owned subsidiary of Cinergy Corp., owns the remaining 45.74%.


VESTA INSURANCE: Committee Seeks Court's OK on Salary Reduction
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Vesta Insurance
Group, Inc., asks the U.S. Bankruptcy Court for the Northern
District of Alabama to reduce the compensation of certain members
of the senior management of VIG, nunc pro tunc Oct. 1, 2006.

Colin M. Bernardino, Esq., at KilPatrick Stockton LLP, in
Atlanta, Georgia, informs Judge Bennett that Vesta is currently
paying David Lacefield, an executive at Vesta and J. Gordon
Gaines, Inc., $37,500 per month despite the fact that he provides
little, if any, benefit to Vesta's estate.

"There should be little question that Mr. Lacefield's salary is
excessive and entirely unreasonable in the context of a Debtor
whose business has all but discontinued and which is about to
liquidate," says Mr. Bernardino.

The excessive compensation paid to Mr. Lacefield only
unnecessarily reduces the Debtor's limited resources to the
detriment of its creditors.  Furthermore, the fact that Mr.
Lacefield is an insider of the Debtor necessitates a review and
reduction of Mr. Lacefield's salary, Mr. Bernardino adds.

Mr. Bernardino relates that the Committee has expressed its
concerns and has requested the Debtor to contemplate reducing Mr.
Lacefield's salary as part of the Debtor's cost-reduction
measures related to its wind down and liquidation.  Vesta has not
made any changes.

The Committee believes that given Mr. Lacefield's current limited
responsibilities, his salary should be reduced to no more than
$10,000 per month.

The Committee also asks the Court to authorize the Debtor to
recover or set off against any future postpetition obligations to
Mr. Lacefield any amounts paid to Mr. Lacefield for payroll
purposes on or after October 1, 2006, in excess of the proposed
amount.

                       Lacefield Responds

Tom E. Ellis, Esq., at Ellis & Boom LLC, in Birmingham, Alabaman,
relates that VIG has an executory contract with Mr. Lacefield
that governs his compensation.  VIG relied on that contract to
require Mr. Lacefield's services.  Moreover, VIG has accepted Mr.
Lacefield's services and arranged to make payment for those
services as provided under the contract.

Mr. Ellis states that Mr. Lacefield's current daily activities
involve significant effort at maximizing value of the Debtor's
estates.  Mr. Lacefield monitors the activities of the Receivers
daily and brings challenges as appropriate, like intercession in
the sale of The Hawaiian Insurance & Guaranty Corporation, Ltd.
Mr. Lacefield is also currently working on the Receiver's
activities related to Florida Select Insurance Agency, where it
is believed substantial assets should be available to the estate
if the Receiver does not squander them.

VIG recently received an offer to buy the book of business of
Florida Select Insurance Agency, of which Mr. Lacefield is
president.  After making a few phone calls, Mr. Lacefield
obtained an additional offer that is 10% higher than the first
one.

Mr. Ellis also informs the Court that there will be considerable
value to be realized from Vesta Fire Insurance Corp., given the
Receiver's actions to cut off any loss payments under the
intercompany quota share.  Additionally, Vesta Insurance Corp. is
not in liquidation and continues to hold licenses in more than 30
states; this is an asset that has considerable value and VIG
needs to ensure the Receiver does not encumber it.

Mr. Lacefield is the only remaining executive officer that is an
officer and director of the subsidiary insurance companies, and
is the only person standing to intervene in the Receiver's
activities, Mr. Ellis says.

Mr. Ellis also notes that Mr. Lacefield must take steps to
protect potential claims the estate may have, as well as deal
with and make day to day business decisions concerning accounting
and record keeping, personnel assignments to the Special Deputy
Receiver, and minute business judgments on varying topics, Mr.
Ellis tells the Court.

Mr. Lacefield asks the Court to deny the VIG Committee's request
to reduce his compensation as outside the authority of the Court
to intervene in the business judgments of the Debtor as to his
appropriate compensation for services rendered and anticipated to
the Debtor to date and in accomplishment of the Plan.  Mr.
Lacefield also asks the Court to approve the transfer of funds to
J. Gordon Gaines to continue the compensation due under his
employment contract.

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938
in total assets and $214,278,847 in total liabilities.

J. Gordon Gaines, Inc., is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The Company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered the Order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.  (Vesta
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


VESTA INSURANCE: Gaines to Execute Non-Insider Worker Bonus
-----------------------------------------------------------
Vesta Insurance Group, Inc., and J. Gordon Gaines, Inc., ask the
U.S. Bankruptcy Court for the Northern District of Alabama to:

   1. authorize Gaines to implement a limited incentive bonus
      program for key non-insider employees; and

   2. establish a procedure for Gaines to include additional key
      non-insider employees in the limited incentive bonus plan
      without further court order with the consent of the
      creditors committees in the Debtors' Chapter 11 cases and
      the Bankruptcy Administrator.

As previously reported, at the close of business on Aug. 4, 2006,
without assurances of a source of revenue from which to pay
its employees, Gaines was forced to terminate substantially all
of its employees based in locations outside of Birmingham,
Alabama, and a substantial number of its workforce in Birmingham,
Alabama, leaving Gaines with approximately 190 employees to
service the needs of any area of the Vesta Insurance Group.  To
date, approximately 80 employees remain.

On Oct. 10, 2006, each of the Debtors filed a disclosure
statement and plan of liquidation, providing for an orderly
wind-down and liquidation of the Debtors' affairs.  To maintain
operations in the near term and to maximize the potential
recovery for creditors in the Debtors' Chapter 11 cases,
Vesta and Gaines must maintain sufficient skilled, experienced
employees with knowledge and experience in the Debtors'
businesses.  A skilled, core group of employees is vital to
the success of the Plans.

Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs LLP,
in Atlanta, Georgia, informs the Court that the Debtors -- in
consultation with their interim financial manager, Kevin
O'Halloran -- have initially identified four non-insider, non-
management employees whose training, skills, and experience make
them essential to the companies' operations and whose retention
is critical to maximize returns.

Norman Gayle, president of Gaines, attests that none of the
Incentive Plan Employees is an officer or director of Vesta or
Gaines, and none qualifies as an "insider" as defined in Section
101(31) of the Bankruptcy Code.

The Plans contemplate that the Debtors' business operations will
wind down possibly as soon as December 2006 at which time
virtually all of the Debtors' employees may be terminated, giving
the Incentive Plan Employees reason to seek employment elsewhere
during the critical time.  If these employees resign, attracting
new trained, qualified individuals to fill the positions at the
same salary and benefit level currently being paid to the
Incentive Plan Employees will be virtually impossible, Mr.
Anderson tells the Court.

To preserve and foster high morale among the Debtors' remaining
employees, the identities, terms of compensation, and proposed
bonuses of the Incentive Plan Employees have not been publicly
disclosed.  The Debtors sought and obtained the Court's
permission to file the proposed "Bonus Plan Term Sheets" and the
Gayle Declaration under seal.

Given the Incentive Plan Employees' critical role in the
continued operation and orderly winding down of Vesta and Gaines'
affairs, and the successful consummation of the Plans, the
Debtors assert that the payments and terms proposed in the
proposed incentive plan are justified by the facts and
circumstances of their cases and should, therefore, be permitted
to be paid pursuant to Section 503(c)(3).

Consistent with the Debtors' current practice with respect to
payroll and related costs, the additional employee cost
associated with the proposed incentive bonus plan will be shared
equally between the Vesta and Gaines estates without prejudice to
the rights of either estate to seek a reallocation.

The Debtors believe future circumstance may dictate that
additional Gaines employees be afforded similar incentive bonus
to continue their employment and perform their duties through the
successful confirmation and consummation of the Plans.  Mr.
Anderson relates that approval of the Procedures will expedite
the process and minimize time, expense and judicial resources
associated with providing the incentive bonus to additional
employees.

In the event that the Debtors, in their business judgment,
determine additional employees should be provided with incentive
bonuses and other employment terms similar to those provided to
the Incentive Plan Employees:

   a) The Debtors will deliver confidential term sheets
      identifying the employees and the proposed economic and
      employment terms to the Bankruptcy Administrator and
      counsel for each of the creditors' committees.

   b) Each of the creditors' committees and the Bankruptcy
      Administrator will have five business days, after receipt
      of the request, to notify the Debtors' counsel of any
      objection to the inclusion of the particular employee, in
      which the Debtors may either request a hearing before the
      Court or withdraw the request.

   c) If neither of the creditors' committees nor the Bankruptcy
      Administrator notifies the Debtors' counsel in writing of
      any objection, then, upon the expiration of the five
      business day notice period, the proposed incentive plan
      terms for the additional employees will be deemed approved
      by the Court.

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines, Inc., is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The Company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered the Order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.  (Vesta
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


VICORP RESTAURANTS: 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 Restaurant sector, the rating agency confirmed
B2 Corporate Family Rating for Vicorp Restaurants, Inc., and held
its B3 rating on the company's $126.5 million, Guaranteed 10.5%
Senior Unsecured Notes due on April 2011.  Additionally, Moody's
assigned an LGD4 rating to those bonds, suggesting noteholders
will experience a 62% loss in the event of a default.

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

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

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

Based in Denver, Colorado, Vicorp Restaurants, Inc. --
http://www.vicorpinc.com/-- operates and franchises about 400
family-style, medium-priced restaurants in the US -- mainly in
Arizona, California, Florida, the Rocky Mountain region, and the
upper Midwest.  Its restaurant chains include Village Inn, known
primarily for its breakfast menu and pies, and Bakers Square,
serving lunch and dinner and emphasizing fresh-baked pies.  The
company makes all of its pies through VICOM, its bakery production
division, which operates three baking plants.  About 95 of the
restaurants are run by franchisees.  The company is majority owned
by Chicago-based investment firm Wind Point Partners.


VOLUME SERVICES: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Restaurant sector, the rating agency held its
B3 Corporate Family Rating for Volume Services America, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $107.5 Million
   Senior Secured
   Term Loan B
   Due 2010               B2       B2      LGD3       34%

   $107.5 Million
   Senior Secured
   Revolver Due 2010      B2       B2      LGD3       34%

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%).

Volume Services America, Inc., along with Volume Services, Inc.
and Service America Corporation, are subsidiaries of Centerplate,
Inc., based in Spartanburg, South Carolina.  Through its
subsidiaries, Centerplate operates concession, catering and
merchandising services at sports facilities, convention centers
and other entertainment venues across the United States.  Revenues
for fiscal 2005 totaled approximately $643 million.


WASHINGTON MUTUAL: Moody's Rates Class B Certificates at Ba1
------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Washington Mutual Asset-Backed
Certificates, WMABS Series 2006-HE4 Trust, and ratings ranging
from Aa1 to Ba1 to the subordinate certificates in the deal.

The securitization is backed by CIT Group/Consumer Finance, Inc.,
Meritage Mortgage Corporation, LIME Financial Services, LTD,
Sebring Capital Partners, Limited Partnership (13.2%), and other
originators' originated adjustable-rate and fixed-rate subprime
mortgage loans.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
overcollateralization, excess spread and an interest rate swap
agreement provided by The Bank of New York. Moody's expects
collateral losses to range from 5.20% to 5.70%.

Washington Mutual Bank will service the loans.  Moody's has
assigned Washington Mutual Bank its servicer quality rating of SQ2
as a servicer of subprime mortgage loans.

These are the rating actions:

   * Washington Mutual Asset-Backed Certificates, WMABS Series
     2006-HE4 Trust

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

The Class B certificates were sold in privately negotiated
transactions without registration under the Securities Act of 1933
under circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under Rule 144A.


WAVE WIRELESS: Wants to Sell Repair Business Assets for $150,000
----------------------------------------------------------------
Wave Wireless Corporation asks the U.S. Bankruptcy Court for the
District of Delaware for authority to sell substantially all of
its assets in its repair and maintenance business to United Repair
Services Ltd. for $150,000 in cash and the assumption of certain
liabilities.

The Debtor's repair and maintenance business line provided repair
and maintenance services to microwave cellular phone towers and
systems.  The services were performed through pre-earned revenue
contract, whereby the Debtor would be paid at the beginning of a
fiscal quarter for services to be performed through that time
period.

The Debtor tells the Court that technology the repair and
maintenance business services is several generations old, and
increasingly, customers were simply replacing the systems as they
fail with more modern technology.

Accordingly, the Debtor views the repair and maintenance business
line as a rapidly decreasing source of revenues.

Headquartered in San Jose, California, Wave Wireless Corporation
fka PCom Inc. is a wireless broadband developer.  The company
filed a chapter 11 petition on October 31, 2006 (U.S. Bankr. Del.
Case No. 06-11267) Anthony M. Saccullo, Esq. and Neal J. Levitsky,
Esq., at Fox Rothschild LLP represent the Debtor.  When the Debtor
sought protection from its creditors, it listed $1,000,000 in
total assets and $5,000,000 in total debts.


WAVE WIRELESS: Wants to Use Cash Collateral to Pay Operation Costs
------------------------------------------------------------------
Wave Wireless Corporation asks the U.S. Bankruptcy Court for the
District of Delaware for authority to use the cash collateral
securing repayment of its obligations to SDS Capital Group SPC LTD
through SDS Management LLC in an amount not to exceed $50,000.

The Debtor needs immediate use of the cash collateral to pay
essential operating costs.

The Debtor also asks the Court to schedule a final hearing on
their request.

The Debtor will be submitting a cash collateral budget approved by
SDS prior to the final hearing.

Headquartered in San Jose, California, Wave Wireless Corporation
fka PCom Inc. is a wireless broadband developer.  The company
filed a chapter 11 petition on October 31, 2006 (U.S. Bankr. Del.
Case No. 06-11267) Anthony M. Saccullo, Esq. and Neal J. Levitsky,
Esq., at Fox Rothschild LLP represent the Debtor.  When the Debtor
sought protection from its creditors, it listed $1,000,000 in
total assets and $5,000,000 in total debts.


WINSTAR COMMS: Chapter 7 Trustee Wants to Hire ESB as Accountants
-----------------------------------------------------------------
Christine C. Shubert, the Chapter 7 Trustee of the estates of
Winstar Communications, Inc., seeks the authority of the U.S.
Bankruptcy Court for the District of Delaware to employ Executive
Sounding Board Associates, Inc., as her accountants.

ESB will be working with Parente Consulting, the Chapter 7
Trustee's other accountant.

The Trustee wants to hire ESB to avail of the services of Stephen
J. Scherf, a principal and primary accountant at Parente, who
will be transferring to ESB as managing director.

Mr. Scherf possesses specific knowledge and in-depth familiarity
with Winstar's cases, Sheldon K. Rennie, Esq., at Fox Rothschild
LLP, in Wilmington Delaware, tells the Court.

Mr. Scherf's services while at Parente were crucial to the multi-
million dollar lawsuit against Lucent Technologies Inc., Mr.
Rennie notes.  With Mr. Scherf, the Trustee achieved more than
$300,000,000 in the Lucent suit, which is currently on appeal.

The Trustee adds she does not want to terminate Parente's
services.  According to Mr. Rennie, the accountants at Parente,
specifically Charles Persing, who is also a former executive of
the Debtors, have specific knowledge and skills required to
administer Winstar's estate.

The Trustee anticipates that Parente and Mr. Persing will
continue providing services in line with those performed by Mr.
Scherf on behalf of the estate while at Parente.  The Trustee
also anticipates there may be matters where both firms need to be
involved, like in connection with the Lucent Appeal.

The Trustee assures the Court there will no duplication of work
between Parente and ESB.

As the Trustee's accountant, ESB will:

    (a) perform general accounting and tax advisory services
        regarding the administration of the bankruptcy estate;

    (b) review and assist in preparing and filing tax returns,
        and existing or future IRS examinations, among others;

    (c) analyze and advise on additional accounting, financial,
        valuation and related issues that may arise in Winstar's
        cases;

    (d) assist the Trustee's counsel in preparing and evaluating
        any potential litigation;

    (e) provide testimony on various matters; and

    (f) perform other appropriate services for the Trustee as
        requested.

ESB will be paid on an hourly basis at its normal and customary
hourly rates, plus reimbursement of actual, necessary expenses
and other charges incurred:

      Professional                         Hourly Rate
      ------------                         -----------
      Stephen J. Scherf                       $395
      Staff through Managing Directors     $150 - $425

Mr. Scherf attests that ESB does not represent any interest
adverse to the Debtors' estates and is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy
Code.

Headquartered in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
April 18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through
01-01462). The Debtors obtained the Court's approval converting
their case to a chapter 7 liquidation proceeding in January 2002.
Christine C. Shubert serves as the Debtors' chapter 7 trustee.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts. (Winstar
Bankruptcy News, Issue No. 75; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WORNICK CO: Uncertainty Over Waiver Cues S&P to Junk Rating
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Wornick
Co. (The) and its parent, TWC Holdings LLC.  The corporate credit
rating on both entities was lowered to 'CCC+' from 'B'.

The CreditWatch implications have been revised to developing from
negative; ratings were initially placed on CreditWatch on Aug. 17,
2006.

"The downgrade reflects uncertainty regarding the company's
ability to receive a waiver from covenant violations that are
likely at the end of the year, as well as very weak profitability,
cash generation, and liquidity," Standard & Poor's credit analyst
Christopher DeNicolo said.

A violation of the covenant in the unrated credit facility, if not
waived, would also be an event of default under the company's
$125 million secured notes.  If Wornick is able to get the likely
covenant violation waived or the facility is replaced and an
adequate level of liquidity is restored, ratings could be raised
modestly.

In the first six months of 2006, Wornick reported an $8 million
operating loss despite a 15% increase in revenue.  The loss was
due to costs related to consolidation efforts and new products,
inefficiencies in the co-manufacturing business, and lower margins
on certain military ration sales.

Free cash flow was negative in the first half of 2006 due to the
losses and higher working capital.  Subsequent to the end of the
quarter, the company made its scheduled coupon payment on the
$125 million secured notes and had further working capital
investments, resulting in zero cash balances and borrowings of
$12 million on the $15 million revolver.

Although the company is expected to repay most revolver drawings
by the end of the year, a $6.8 million interest payment is due on
Jan. 15, 2007.

Therefore, liquidity is expected to remain constrained through at
least the first part of 2007.  Overall, Wornick's financial
profile is likely remain very weak due to high debt leverage and
poor, albeit improving, profitability.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semi-rigid products.  The firm's two main lines of business
are military rations (approximately 70% of revenues) and
co-manufacturing for leading food brands (30%).  The company
produces both individual (including Meals Ready to Eat or MRE) and
group rations (including Unitized Group Rations-A or UGR-A) for
the U.S. military.  MREs comprise about 65% of military revenues.
In the most recent MRE contract award, Wornick received the lowest
share of the three approved suppliers.  The high number and
increasing tenor of overseas troop deployment and the
replenishment of war reserves is likely to sustain demand
for MREs in the intermediate term, although sales in the near term
are likely to decline from unusually high levels in late 2005 and
early 2006.


XM SATELLITE: Posts $84 Mil. Net Loss in Quarter Ended Sept. 30
---------------------------------------------------------------
XM Satellite Radio Holdings Inc. disclosed Monday that third
quarter 2006 revenue increased by 57% year over year to
approximately $240 million.  Net loss for the quarter reduced 36%
to $84 million from the third quarter 2005.  XM ended the third
quarter with 7.185 million subscribers, an increase of 43% over
the prior year's third quarter.

"The more than 2.8 million gross subscriber additions year to date
underscore the demand for XM," said Hugh Panero, CEO, XM Satellite
Radio.  "With significant growth in revenue and narrowing losses
we are on track for positive cash flow from operations in the
fourth quarter of this year."

XM reported revenue of approximately $240 million, an increase of
57% from the $153 million reported in the third quarter 2005.
This increase in revenue was driven by subscriber growth year over
year, and increases in average revenue per subscriber.

XM's net loss for the third quarter of 2006 was $84 million
compared to a net loss of $132 million during the third quarter of
2005, a 36% improvement.  For the third quarter of 2006, the
adjusted EBITDA loss substantially improved to a loss of just
$2 million versus an adjusted EBITDA loss of $70 million in the
third quarter of 2005.  The primary differences between net loss
and adjusted EBITDA are non-operating amounts and certain
operating non-cash charges.

For the third quarter 2006, XM recorded gross subscriber additions
of 868,007 and net subscriber additions of 286,002.  XM finished
the third quarter 2006 with a total of 7,185,873 subscribers,
representing a 43% increase over the 5,034,642 subscribers at the
end of the third quarter 2005.

                  XM Year-End 2006 Guidance

XM projects that it will end the year with total subscribers of
between 7.7 million and 7.9 million, which is within the
previously announced guidance range.  XM expects to achieve
positive cash flow from operations for the fourth quarter 2006.
Consistent with the above range of subscribers, 2006 subscription
revenue is expected to be in the $810 million to $815 million
range and adjusted EBITDA Loss is expected to be in the $205
million to $215 million range.  XM will provide 2007 guidance,
including subscribers, subscription revenues, EBITDA and cash
flows, when it provides full year 2006 results.

                    About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Inc.
(Nasdaq: XMSR) -- http://www.xmradio.com/-- is a wholly owned
subsidiary of XM Satellite Radio Holdings Inc.  XM has been
publicly traded on the NASDAQ exchange since Oct. 5, 1999.  XM's
2006 lineup includes more than 170 digital channels of choice from
coast to coast: the most commercial-free music channels, plus
premier sports, talk, comedy, children's and entertainment
programming; and 21 channels of the most advanced traffic and
weather information.  XM has broadcast facilities in New York and
Nashville, and additional offices in Boca Raton, Florida;
Southfield, Michigan; and Yokohama, Japan.

At June 30, 2006, XM Satellite Radio Inc.'s balance sheet showed a
stockholders' deficit of $358,079,000, compared to a deficit of
$362,713,000, at Dec. 31, 2005.

                         *     *     *

As reported in the Troubled Company Reporter on April 21, 2006,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
XM Satellite Radio Inc.'s proposed $600 million senior unsecured
notes.  The senior unsecured notes are rated one notch below the
corporate credit rating because of the sizable amount of secured
debt in the company's capital structure relative to its asset
base.

At the same time, Standard & Poor's assigned its 'B-' rating and
recovery rating of '1' to XM's proposed $250 million first-lien
secured revolving credit facility, indicating an expectation of
full recovery of principal in the event of a payment default.


ZIFF-DAVIS: Moody's Affirms Corporate Family Rating at Caa1
-----------------------------------------------------------
Moody's Investors Service has downgraded Ziff-Davis Media, Inc.'s
speculative grade liquidity rating to SGL - 4 from SGL - 2,
reflecting an expectation of weak near-term liquidity.

The rating action is as follows:

   * Ziff-Davis Media, Inc.

     -- Speculative Grade Liquidity Rating downgraded to SGL - 4
        from SGL - 2

Moody's expects Ziff-Davis, Corporate Family Rating at Caa1, to
post significant free cash flow losses that will largely deplete
liquidity by the end of December 2007, primarily due to the higher
interest expense associated with the senior subordinated
compounding notes that turn cash pay in February 2007.

Ziff-Davis' sole source of liquidity is represented by
$11 million of cash recorded at the end of Sept. 2006; the company
does not have a revolving credit facility.  The downgrade of the
SGL rating largely reflects Moody's concern regarding the
sufficiency of Ziff-Davis' liquidity to support cash interest
payments on its long-term debt estimated at over $40 million in
fiscal 2007.

However, Moody's recognizes that the company has low capital
spending requirements and no near-term mandatory debt amortization
as the bonds do not mature until 2009 and beyond.  Ziff-Davis does
not have any maintenance financial covenants.

The company's $205 million floating rate notes are secured by a
first priority security interest in substantially all existing and
future assets of the company.  Under the indentures to the
floating rate notes, Ziff-Davis is allowed to sell assets as long
as the proceeds are re-invested in the business or used to redeem
debt.

Ziff Davis Media Inc., headquartered in New York, New York, is a
leading integrated media company focusing on the technology,
videogame and consumer lifestyle markets.  Total revenues for
fiscal year 2005 were approximately $188 million.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Sassafras Fork, Inc.
   Bankr. S.D.N.Y. Case No. 06-12559
      Chapter 11 Petition filed October 30, 2006
         See http://bankrupt.com/misc/nysb06-12559.pdf

In re A C Rentals, Inc.
   Bankr. W.D. Okla. Case No. 06-12907
      Chapter 11 Petition filed October 31, 2006
         See http://bankrupt.com/misc/okwb06-12907.pdf

In re Mid-Indiana Mortgage, Inc.
   Bankr. S.D. Ind. Case No. 06-06848
      Chapter 11 Petition filed October 31, 2006
         See http://bankrupt.com/misc/insb06-06848.pdf

In re Rodrigo Falla Rojas
   Bankr. D. S.C. Case No. 06-04873
      Chapter 11 Petition filed October 31, 2006
         See http://bankrupt.com/misc/scb06-04873.pdf

In re SWAC of Oklahoma
   Bankr. W.D. La. Case No. 06-12360
      Chapter 11 Petition filed October 31, 2006
         See http://bankrupt.com/misc/lawb06-12360.pdf

In re A 1 Mortgage and Financial Services, LLC
   Bankr. W.D. Pa. Case No. 06-25420
      Chapter 11 Petition filed November 1, 2006
         See http://bankrupt.com/misc/pawb06-25420.pdf

In re J. Carlton Enterprises, LLC
   Bankr. D. N.M. Case No. 06-12029
      Chapter 11 Petition filed November 1, 2006
         See http://bankrupt.com/misc/nmb06-12029.pdf

In re Acculab Laboratories, Inc.
   Bankr. M.D. Fla. Case No. 06-06155
      Chapter 11 Petition filed November 2, 2006
         See http://bankrupt.com/misc/flmb06-06155.pdf

In re Child Support Network, Inc.
   Bankr. D. Ariz. Case No. 06-03643
      Chapter 11 Petition filed November 2, 2006
         See http://bankrupt.com/misc/azb06-03643.pdf

In re Hani, Inc.
   Bankr. W.D. Wash. Case No. 06-13899
      Chapter 11 Petition filed November 2, 2006
         See http://bankrupt.com/misc/wawb06-13899.pdf

In re Rosendean, LLC
   Bankr. W.D. Ky. Case No. 06-33014
      Chapter 11 Petition filed November 2, 2006
         See http://bankrupt.com/misc/kywb06-33014.pdf

In re Stars Casino, LLC
   Bankr. W.D. Wash. Case No. 06-13901
      Chapter 11 Petition filed November 2, 2006
         See http://bankrupt.com/misc/wawb06-13901.pdf

In re Linda Moore-Lanning
   Bankr. D. Ariz. Case No. 06-03676
      Chapter 11 Petition filed November 3, 2006
         See http://bankrupt.com/misc/azb06-03676.pdf

In re Royal American Insurance Education LLC
   Bankr. D. Utah Case No. 06-24277
      Chapter 11 Petition filed November 3, 2006
         See http://bankrupt.com/misc/utb06-24277.pdf

In re Sun of a Beach, Inc.
   Bankr. D. Maine Case No. 06-20557
      Chapter 11 Petition filed November 3, 2006
         See http://bankrupt.com/misc/meb06-20557.pdf

In re Young Again Nutrition, LLC
   Bankr. S.D. Tex. Case No. 06-35903
      Chapter 11 Petition filed November 3, 2006
         See http://bankrupt.com/misc/txsb06-35903.pdf

In re Alakazoom LLC
   Bankr. C.D. Calif. Case No. 06-13293
      Chapter 11 Petition filed November 6, 2006
         See http://bankrupt.com/misc/cacb06-13293.pdf

In re Clean Up, Inc.
   Bankr. N.D. Ga. Case No. 06-74335
      Chapter 11 Petition filed November 6, 2006
         See http://bankrupt.com/misc/ganb06-74335.pdf

In re Ronald David Pike
   Bankr. D. Ariz. Case No. 06-03700
      Chapter 11 Petition filed November 6, 2006
         See http://bankrupt.com/misc/azb06-03700.pdf

In re Sunrise Adult Day Care Services
   Bankr. D. Colo. Case No. 06-18099
      Chapter 11 Petition filed November 6, 2006
         See http://bankrupt.com/misc/cob06-18099.pdf

In re UJT Development, Inc.
   Bankr. S.D. Tex. Case No. 06-10759
      Chapter 11 Petition filed November 6, 2006
         See http://bankrupt.com/misc/txsb06-10759.pdf

In re Datatek-USA, Inc.
   Bankr. N.D. Ala. Case No. 06-82370
      Chapter 11 Petition filed November 7, 2006
         See http://bankrupt.com/misc/alnb06-82370.pdf

In re Gathman Ag Systems, Inc.
   Bankr. C.D. Ill. Case No. 06-71589
      Chapter 11 Petition filed November 7, 2006
         See http://bankrupt.com/misc/ilcb06-71589.pdf

In re Phyllis Reese, Inc.
   Bankr. W.D. Pa. Case No. 06-25627
      Chapter 11 Petition filed November 7, 2006
         See http://bankrupt.com/misc/pawb06-25627.pdf

In re R & D Productions, LLC
   Bankr. M.D. Tenn. Case No. 06-06531
      Chapter 11 Petition filed November 7, 2006
         See http://bankrupt.com/misc/tnmb06-06531.pdf

In re River Falls Ace Hardware, Inc.
   Bankr. W.D. Wis. Case No. 06-12896
      Chapter 11 Petition filed November 7, 2006
         See http://bankrupt.com/misc/wiwb06-12896.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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