TCR_Public/061110.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 10, 2006, Vol. 10, No. 268
  
                             Headlines

612 LLC: Case Summary & 10 Largest Unsecured Creditors
ADVENTRX PHARMA: Gets Investors' Subscription for 14 Mil. Shares
AEGIS ASSET: Moody's Rates Class M10 Certificates at Ba1
AGRICORE UNITED: Moody's Holds Ba2 Rating on CDN$525 Mil. Sr. Debt
AMB INSTITUTIONAL: To Complete Dissolution by End of November

AMCAST INDUSTRIAL: Disclosure Hearing Continued on November 20
AMERICAST TECHNOLOGIES: Moody's Rates $100 Mil. Senior Notes at B3
AMERIVEST: Discloses $130MM Assets in Liquidation at September 30
APOSTOLIC CHURCH: Case Summary & Six Largest Unsecured Creditors
APRIA HEALTHCARE: Names Chris Karkenny as Chief Financial Officer

AEGIS ASSET: Moody's Puts Ba1 Rating on Class M10 Certificates
AUSTIN CONVENTION: S&P Puts 'BB' Rating on $93 Mil. Revenue Bonds
BEAR STEARNS: Moody's Rates Class II-M-11 Certificates at Ba2
BIG OAK: Case Summary & Two Largest Unsecured Creditors
BNC MORTGAGE: Moody's Assigns Low-B Ratings on Two Cert. Classes

CARRINGTON SOUTH: Selling All Healthcare Assets on November 20
CATHOLIC CHURCH: Spokane Ct. Delays Plan Filing Period to Nov. 13
CHIQUITA BRANDS: Posts $96 Million Net Loss for 2006 Third Quarter
CINRAM INTERNATIONAL: Earns $18.4 Mil. in Quarter Ended Sept. 30
CINRAM INTERNATIONAL: To Engage Advisor for Strategic Review

CITIGROUP MORTGAGE: Moody's Rates Two Certificate Classes at Low-B
CITIZENS COMMS: Frontier to Deploy Ill. and Tenn. Wireless Service
COMMERCIAL REALTY: Case Summary & 20 Largest Unsecured Creditors
CONTINENTAL AIRLINES: Reports 9.5% Increase in October Traffic
CONTINENTAL AIRLINES: Moody's Junks Rating on $200 Mil. Sr. Notes

CONTINENTAL AIRLINES: S&P Rates $200 Mil. Senior Notes at 'CCC+'
COZZOLINO FURNITURE: Taps Spector & Ehrenworth as Bankr. Counsel
CRI RESOURCES: Disclosure Statement Hearing Set for November 16
CS MORTGAGE: Fitch Rates $4.6-Mil Class B-1 Certificates at BB
DBO HOLDINGS: S&P Rates Proposed $1.275 Bil. Senior Loan at 'B+'

DURA AUTOMOTIVE: Taps Kirkland & Ellis as Bankruptcy Counsel
DURA AUTOMOTIVE: Taps Richards Layton as Local Counsel
EMMIS COMMS: Declares $4/Share Special Dividend to Common Holders
ENTERGY NEW ORLEANS: Bankruptcy Clerk Records 14 Claim Transfers
EQUISTAR CHEMICALS: Moody's Assigns Loss-Given-Default Rating

FLEXTRONICS INT'L: Earns $184.8 Mil. in Second Qtr. Ended Sept. 30
FLEXTRONICS INTERNATIONAL: Shareholders Okays 2001 Plan Changes
FLYI INC: Inks Claim Settlement Agreement with UAL Insurers
FOAMEX INT'L: Wants Amended Plan Solicitation Procedures Approved
FOAMEX INT'L: Wants Cure Amount Determination Protocol Established

GENERAL MOTORS: Raises 2007 Vehicle Prices Due to Increased Costs
GENERAL NUTRITION: Moody's Junks Rating on Proposed $325MM Notes
GOODYEAR TIRE: Posts $48 Million Net Loss in 2006 Third Quarter
GOODYEAR TIRE: Outlines New Proposal for Workers on Strike
GREENPOINT MORTGAGE: S&P Junks Rating on Cl. B-2 Securitized Debts

GREENWICH CAPITAL: Fitch Puts Low-B Ratings on Six Cert. Classes
H&A INVESTMENTS: Voluntary Chapter 11 Case Summary
HARROW STORES: Case Summary & 20 Largest Unsecured Creditors
HEXION SPECIALTY: Moody's Assigns Loss-Given-Default Rating
HORNBECK OFFSHORE: S&P Rates Proposed $220 Million Notes at 'BB-'

HOUGHTON INTERNATIONAL: Moody's Assigns Loss-Given-Default Rating
HUNTSMAN INTERNATIONAL: Moody's Assigns Loss-Given-Default Rating
INNOPHOS INVESTMENTS: Moody's Assigns Loss-Given-Default Rating
INSIGHT HEALTH: $191 Mil. Debt Write-Off Cues Moody's Junk Ratings
INTEGRATED HEALTH: Wants Until March 5 to Remove Civil Actions

INTERSTATE BAKERIES: Trade Creditors Sell 140 Claims Totaling $12M
INTERSTATE BAKERIES: Wants Railcar Purchase Option Sale Pact OK'd
JETBLUE AIR: S&P Puts 'B+' Prelim Rating on $49.4MM Class B Certs.
JLG: Oshkosh Deal Cues S&P to Affirm 'BB' Corporate Credit Rating
JOHN B. SANFILIPPO: Delays 2006 Quarterly Report Filing

KENDLE INTERNATIONAL: Earns $3.9 Million in Third Quarter of 2006
L-3 COMMS: Heavy Debt Levels Prompt Moody's to Affirm CFR at Ba2
LE-NATURE'S HOLDINGS: Case Summary & 30 Largest Unsec. Creditors
LIVE NATION: S&P Holds 'B+' Corp. Credit Rating, Strips Neg. Watch
MABS TRUST: Moody's Assigns Ba2 Rating to Class M-11 Certificates

MAGNOLIA ENERGY: Wants Court's Approval to Use Cash Collateral
MAIN STREET: Chapter 11 Trustee Hires Lewis Freeman as Accountants
MACDERMID INCORPORATED: Moody's Assigns Loss-Given-Default Rating
MAIN STREET: U.S. Trustee Picks 7-Member Creditors' Committee
MDC HOLDINGS: Earns $48.706 Million in Third Quarter of 2006

METHANEX CORPORATION: Moody's Assigns Loss-Given-Default Rating
MEZZITT AGRICULTURAL: Case Summary & 8 Largest Unsec. Creditors
MILLENNIUM CHEMICALS: Moody's Assigns Loss-Given-Default Rating
MKHSR PROPERTIES: Case Summary & Four Largest Unsecured Creditors
MUSICLAND HOLDING: Inks Pact Allowing Committee to Pursue Actions

MUSICLAND HOLDING: Wants St. Clair Settlement Agreement Approved
NEW CENTURY: Moody's Puts Ba2 Rating on Class B-3 Certificates
NEW YORK RACING: Wants to Hire UHY LLP as Financial Advisors
NEW YORK RACING: Selects Dewey Ballantine as Special Corp. Counsel
NEW YORK RACING: Wants Until Jan. 2 to File Schedules & Statements

NORTEL NETWORKS: Declares Preferred Share Dividends
NORTH STREET: Fitch Affirms C Rating on Fixed-Rate Income Notes
ORTHOMETRIX INC: Sept. 30 Balance Sheet Upside Down by $1.4 Mil.
OSHKOSH TRUCK: $3.2 Billion JLG Deal Cues Moody's Ba3 Debt Rating
OSHKOSH TRUCK: $3.2 Billion JLG Deal Cues S&P's 'BB' Credit Rating

PACIFIC BAY: Fitch Holds BB- Rating on $17 Mil. Preference Shares
PANAVISION INC: AFM Acquisition Prompts Moody's to Affirm B2 CFR
PBG AIRCRAFT: S&P Pares Rating on Class B Notes to 'B' From 'BB'
PEDRO ORTEGA: Voluntary Chapter 11 Case Summary
PENN NATIONAL: To Acquire Zia Park Racetrack for $200 Million

PILLOWTEX CORP: Disclosure Statement Hearing Set for December 18
PREDIWAVE CORP: Hires Allen & Overy as Hong Kong Counsel
PRIMA CAPITAL: Fitch Rates Three Note Classes at Low Bs
PSYCHIATRIC SOLUTIONS: Loan Add-On to Buy Alternative Behavioral
PSYCHIATRIC SOLUTIONS: FHC Deal Cues Moody's to Affirm CFR at B1

QUEEN ANNE: Case Summary & Largest Unsecured Creditor
REVLON INC: Posts $100.5 Million Net Loss in 2006 Third Quarter
RONALD SERAFIN: Case Summary & 12 Largest Unsecured Creditors
SAI HOLDINGS: Case Summary & 46 Largest Unsecured Creditors
SAINT VINCENTS: Court Issues Revised Caronia Retention Order

SAINT VINCENTS: Inks Assignment Pact with Kingsbrook and BBC
SAINT VINCENTS: Court Allows A. Forger to Conduct Rule 2004 Probe
SAMUEL BURROW: Case Summary & 10 Largest Unsecured Creditors
SASKATCHEWAN WHEAT: S&P Puts 'B+' Credit Rating on CreditWatch
SCOTT BERGER: Case Summary & 12 Largest Unsecured Creditors

SEITEL INC: Inks $780 Million Merger Pact With ValueAct Capital
TALECRIS BIOTHERAPEUTICS: Moody's Rates New $1.2 Bil. Loan at B2
TEEKAY SHIPPING: Appoints Peter Evensen as CSO & Vince Lok as CFO
TOWER RECORDS: Selects Bryan Cave as Bankruptcy Counsel
TRAPEZA CDO: Fitch Rates $10 Million Class F Notes at BB

TRUSTREET PROPERTIES: Purchase Offer Cues Fitch's Positive Watch
TSG INC: Case Summary & 174 Largest Unsecured Creditors
UNITEDHEALTH GROUP: Provides Past Option Grants Accounting Update
UNITEDHEALTH GROUP: Fitch Maintains Rating Watch Negative
WASHINGTON MUTUAL: Moody's Rates Class B Certificates at Ba1

WAVE WIRELESS: Asks Court to Move Schedules Filing Date to Dec. 30
WAVE WIRELESS: Wants to Sell Repair Business Assets for $150,000
WELLS FARGO: Fitch Affirms Low-B Ratings on 12 Certificate Classes
WENDY'S INTERNATIONAL: Names Kerrii Anderson as CEO and President

* BOOK REVIEW: Legal Aspects of Health Care Reimbursement

                             *********

612 LLC: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------
Debtor: 612, LLC
        7 West Ridgley Road, Suite 100
        Lutherville, MD 21093

Bankruptcy Case No.: 06-17122

Debtor-affiliates that earlier filed separate chapter 11
petitions:

      Entity                      Case No.     Petition Date
      ------                      --------     --------------
      Q-C Golden Mile II, LLC     06-15846     Sept. 22, 2006
      Q-C Perryville, LLC         06-15847     Sept. 22, 2006
      James Paul Quillen, Jr.     06-15938     Sept. 26, 2006

Type of Business: The Debtors develop real estate.

Chapter 11 Petition Date: November 8, 2006

Court: District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Marc Robert Kivitz, Esq.
                  201 North Charles Street, Suite 1330
                  Baltimore, MD 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140

Debtor's financial condition as of Nov. 8, 2006:

      Total Assets: $105,000,000

      Total Debts:    $9,322,812

Debtor's 10 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Quillen Development, Inc.                  $500,000
7 West Ridgely Road
Suite 100
Lutherville, MD 21093

Fred Brandt                                 $69,000
124 Lorretta Avenue
Forest Hill, MD 21050

C.J. Johnston, Inc.                         $10,000
9500 Amberly Lane
Perry Hall, MD 21128

Buchanan Ingersoll & Rooney, P.C.            $7,524
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410

The Hartord                                  $4,000
Commercial Billing
P.O. Box 620
New Harford, NY 13413-6200

C. Dudley Campbell                               $1

Joseph Snee                                      $1

Barry G. Andrews                                 $1

Erie Ins. Co.                                    $1

Harford County Government                        $1


ADVENTRX PHARMA: Gets Investors' Subscription for 14 Mil. Shares
----------------------------------------------------------------
Adventrx Pharmaceuticals Inc. has received signed subscription
terms from a group of accredited and institutional investors for
the purchase of 14,545,000 shares of the Company's common stock at
a price of $2.75 per share.

The Company expects the gross proceeds of the offering to be
approximately $40 million, before offering expenses and
commissions.  All the shares are being sold by the Company and the
offering is expected to close on or about Nov. 8, 2006, subject to
the satisfaction of customary closing conditions.

ThinkEquity Partners LLC acted as lead placement agent and Fortis
Securities LLC acted as co-placement agent for the offer.  The
shares of common stock may only be offered by means of a
prospectus.

Copies of the final prospectus supplement and accompanying base
prospectus relating to the offering may be obtained from the
offices of ThinkEquity Partners LLC, 31 West 52nd Street, 17th
Floor, New York, NY 10019, or directly from the Company.

The Company further disclosed that a registration statement
relating to the securities was filed with and has been declared
effective by the Securities and Exchange Commission.

ADVENTRX Pharmaceuticals (Amex: ANX) -- http://www.adventrx.com/
-- is a biopharmaceutical research and development company focused
on commercializing low development risk pharmaceuticals for cancer
and infectious disease that enhance the efficacy or safety of
existing therapies.

                          *     *     *

ADVENTRX Pharmaceuticals' balance sheet at June 30, 2006, showed
total assets of $20 million and total liabilities of $31 million,
resulting to an $11 million total shareholders' deficiency.


AEGIS ASSET: Moody's Rates Class M10 Certificates at Ba1
--------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Aegis Asset Backed Securities Trust 2006-1
and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by Aegis Funding Corporation and
Aegis Lending Corporation 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, rate cap and an interest
rate swap agreement provided by Bear Stearns Financial Products
Inc. Moody's expects collateral losses to range from 5.3% to 5.8%.

Ocwen Loan Servicing LLC, will service the mortgage loans and
Wells Fargo Bank N.A. will act as master servicer.  Moody's has
assigned Ocwen an SQ2- servicer quality rating as a primary
servicer of sub-prime mortgage loans.  Moody's has also assigned
Wells Fargo Bank, N.A. its top servicer quality rating of SQ1 as a
master servicer.

These are the rating actions:

   * Issuer: Aegis Asset Backed Securities Trust 2006-1

Cl. A1, Assigned Aaa
Cl. A2, Assigned Aaa
Cl. A3, Assigned Aaa
Cl. M1, Assigned Aa1
Cl. M2, Assigned Aa2
Cl. M3, Assigned Aa3
Cl. M4, Assigned A1
Cl. M5, Assigned A2
Cl. M6, Assigned A3
Cl. M7, Assigned Baa1
Cl. M8, Assigned Baa2
Cl. M9, Assigned Baa3
Cl. M10,Assigned Ba1


AGRICORE UNITED: Moody's Holds Ba2 Rating on CDN$525 Mil. Sr. Debt
------------------------------------------------------------------
Moody's Investors Service affirmed all ratings for Agricore United
and Agricore United Holdings, but changed the outlook to
developing from stable.  Moody's also affirmed Agricore's SGL-2
speculative grade liquidity rating.

The change in rating outlook to developing was after the
disclosure that the Saskatchewan Wheat Pool intends to make a
formal offer to acquire Agricore in a stock-for-stock transaction.  

The developing nature of the outlook stems from the questions
surrounding the financial profile of the borrower should a
transaction ultimately be consummated.  For example, while a
combination would result in an agribusiness with greater
processing capacity and market share, SWP is smaller than Agricore
and there could be material integration risks in combining the two
businesses.  

Furthermore, the SWP bid may prompt other industry players to make
competing bids for Agricore with the business and financial
profile of the ultimate entity uncertain.

The affirmation of Agricore's long term ratings reflect Moody's
view that -- pending further developments concerning any possible
acquisition -- the company's fundamental credit profile continues
to reflect its current Ba3 corporate family rating.  The key
rating factors currently influencing Agricore's ratings and
developing outlook include the following.  

Agricore is a moderate size agribusiness which is smaller and less
diversified than its key global competitors.  Its leverage is high
and its debt protection measures weak for its rating, particularly
given the volatility inherent in its commodity-oriented business.  
Its franchise strength is moderate, while its profitability has
been relatively weak in recent years.  Liquidity under stress is
moderate given relatively thin covenant cushion.

The affirmation of Agricore's liquidity rating of SGL-2 reflects
Moody's view that despite the volatility of its commodity-based
businesses and the high seasonality of earnings and cash flows,
Agricore has demonstrated its ability to operate efficiently and
maintain sufficient liquidity. Over the next 12-18 months, Moody's
anticipates that the company will generate enough free cash flow
to satisfy its working capital, dividend, and capital expenditure
requirements.  Moody's expects Agricore to remain in compliance
with financial covenants over the next 12- 18 months, although the
cushion is thin.  Agricore's alternative sources of liquidity are
limited since all of its assets are pledged to its credit
facilities.

Ratings affirmed with a developing outlook:

   * Agricore United

     -- Corporate family rating at Ba3

     -- Probability of default rating at Ba3

     -- CDN$100 million senior secured 7-year term loan at Ba2
        (LGD3, 40%)

     -- CDN$525 million 3-year senior secured revolving credit at
        Ba2 (LGD3, 40%)

     -- Speculative grade liquidity assessment of SGL-2

   * AU Holdings Inc.

     -- CDN$50 million senior secured 7-year term loan at Ba2
        (LGD3, 40%) based on the full unconditional guarantee of
        Agricore United

Based in Winnipeg, Manitoba Canada, Agricore is a leading Canadian
agribusiness involved in grain handling, the production and sale
of agricultural production inputs such as fertilizer and crop
protection chemicals, and animal feed.  The company also provides
loans and financial services to farmers in western Canada.  FY2005
revenues were CDN$2.7 billion.


AMB INSTITUTIONAL: To Complete Dissolution by End of November
-------------------------------------------------------------
AMB Property LP has reported the dissolution of AMB Institutional
Alliance Fund I, LP.  Fund I completed the sale of substantially
all of its assets in December 2005.  After the final distribution
of assets to its partners, Fund I will be finally dissolved and
cancelled.  AMB expects to complete the dissolutions by the end of
November.

These partners and subsidiaries will also be dissolved:

     -- AMB Institutional Alliance, REIT I, Inc.
     -- AMB Fund Special GP, LLC
     -- AMB/TR Three 2000, Ltd.
     -- Dulles Airport Development, LLC

Inquiries may be directed to:

        Lindsey Adams
        AMB Property, LP
        Pier 1, Bay 1,
        San Francisco, CA 94111

AMB Property Corporation -- http://www.amb.com/-- owns industrial  
real estate, focused on major hub and gateway distribution markets
throughout North America, Europe and Asia.  The Company operates
its business through its subsidiary, AMB Property, L.P.   As of
Sept. 30, 2006, AMB owned, or had investments in, on a
consolidated basis or through unconsolidated joint ventures,
properties and development projects expected to total
approximately 124.8 million square feet (11.6 million square
meters) and 1,109 buildings in 42 markets within 11 countries.


AMCAST INDUSTRIAL: Disclosure Hearing Continued on November 20
--------------------------------------------------------------
The Honorable Frank J. Otte of the U.S. Bankruptcy Court for the
Southern District of Indiana in Indianapolis will continue the
hearing to consider the adequacy of the Disclosure Statement
explaining Amcast Industrial Corporation and Amcast Automotive of
Indiana, Inc.'s Joint Plan of Reorganization at 2:00 p.m., on
Nov. 20, 2006.

The Official Committee of Unsecured Creditors as well as creditors
NexBank, SSB and General Motors Corporation all filed separate
objections to the Debtors' disclosure statement on October 30.

                         Plan Overview

The Plan proposes the sale of all of the Debtors' remaining assets
and their subsequent liquidation and dissolution.  The Plan also
substantively consolidates the Debtors.  Under the Plan, claims
against the Debtors will be consolidated for distribution and
other purposes.

The Plan provides that:

     -- on or promptly after the effective date all Allowed
        Administrative Expense Claims, Priority Tax Claims, and
        Allowed Priority Claims will be paid in full;

     -- holders of Allowed Secured Claims of the Revolving Lenders
        will receive the lesser of the amount of their Claims and
        their Pro Rata Portion of the proceeds of the sale of the
        Credit Agreement Collateral.  Any deficiency will be an
        Unsecured Claim;

     -- holders of Allowed Secured Claims of the Term Loan A
        Lenders will receive the lesser of the amount of their
        claims and their Pro Rata Portion of the proceeds of the
        sale of the Credit Agreement Collateral remaining after
        the satisfaction of the Allowed Secured Claims of the
        Revolving Lenders.  Any deficiency will be an Unsecured
        Claim;

     -- holders of Allowed Secured Claims of the Term Loan B
        Lenders will receive the lesser of the amount of their
        Claims and their Pro Rata Portion of the proceeds of
        the sale of the Credit Agreement Collateral remaining
        after the satisfaction of the Allowed Secured Claims of        
        the Revolving Lenders and the Allowed Secured Claims of
        the Term Loan A Lenders.  Any deficiency will be an
        Unsecured Claim;

     -- holders of Allowed Other Secured Claims will receive
        either the Collateral securing their claims or the  
        proceeds from the sale of that Collateral;

     -- Holders of Allowed Unsecured Claims will receive their Pro
        Rata Portion of the Class 6 Assets, generally being all
        assets of the Debtors which do not secure Secured Claims
        or which are remaining after all other senior classes of
        claims have been satisfied;

     -- all claims between the Debtors will be subordinated to all
        other Classes of Claims and will be cancelled and
        extinguished; and

     -- all equity interests in the Debtors will be cancelled and
        extinguished on the effective date.
   
A full-text copy of the Debtors' Disclosure Statement is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=061109043135

                     About Amcast Industrial

Headquartered in Fremont, Indiana, Amcast Industrial Corporation,
manufactures and distributes technology-intensive metal products
to end-users and suppliers in the automotive and plumbing
industry.  The Company and four debtor-affiliates filed for
chapter 11 protection on Nov. 30, 2004.  The U.S. Bankruptcy Court
for the Southern District of Ohio confirmed the Debtors' Third
Amended Joint Plan of Reorganization on July 29, 2005.  The
Debtors emerged from bankruptcy on Aug. 4, 2005.

Amcast Industrial Corporation and Amcast Automotive of Indiana,
Inc., filed for chapter 11 protection a second time on Dec. 1,
2005 (Bankr. S.D. Ind. Case No. 05-33322).  David H. Kleiman,
Esq., and James P. Moloy, Esq., at Dann Pecar Newman & Kleiman,
P.C., represent the Debtors in their restructuring efforts.  Henry
A. Efromson, Esq., and Ben T. Caughey, Esq., at Ice Miller LLP,
represent the Official Committee of Unsecured Creditors.  Kevin I.
Dowd at Berkeley Square Group LLC serves as Amcast's financial
advisor.  The Creditors' Committee receives financial advice from
Thomas E. Hill at Alvarez & Marsal, LLC.  When the Debtor and its
affiliate filed for protection from their creditors, they listed
total assets of $97,780,231 and total liabilities of $100,620,855.


AMERICAST TECHNOLOGIES: Moody's Rates $100 Mil. Senior Notes at B3
------------------------------------------------------------------
Moody's Investors Service assigned first time ratings to AmeriCast
Technologies, Inc. - Corporate Family rating, B2; and Probability
of Default rating, B2. Moody's also assigned ratings to the
proposed senior unsecured notes, B3, LGD4, 62%.

The proposed senior unsecured notes, together with equity from
Castle Harlan Partners IV, L.P., Bradken Operating Pty Ltd., and
management, will be used to finance the purchase of AmeriCast from
KPS Special Situation Fund II, and repay existing debt.

The ratings reflect the company's credit metrics which have been
at relatively strong levels in a cyclical industry.  AmeriCast
operates in the steel casting segment of the foundry industry with
approximately 60% of the company's revenues derived from steel
castings over 10,000 pounds.  

Given the end-markets served by AmeriCast, the company maintains
high revenue concentrations with a relatively small number of key
customers in the mining, off-highway equipment manufacturing, and
rail transportation sectors.  This concentration risk is somewhat
mitigated by the current demand experienced in AmeriCast's end-
product markets, limited competition in the market for large
castings, and longstanding relationships with its major customers.
AmeriCast's pro forma credit metrics for the transaction are
expected to include total debt/EBITDA of about 5.1x; and
EBIT/Interest of about 1.5x.

AmeriCast generated break even free cash flow for the LTM ended
Sept. 30, 2006, and this is expected to continue into the coming
year due to higher planned capital expenditures.

Timothy Harrod, Moody's analyst covering capital goods companies,
said that "despite Americast's recent favorable operating
performance, the company's pro forma financial leverage,
significant customer concentration risk and exposure to cyclical
end markets solidly positions the company's Corporate Family
Rating in the B2 category."

The stable outlook anticipates that AmeriCast will continue to
benefit from the strength of demand for new equipment from the
mining, non-residential construction, and transportation markets.
These markets are expect to continue to be driven by general
economic growth supporting commodity demand, and government
transportation spending on infrastructure.  Liquidity under the
company's proposed senior secured revolving credit facility is
expected to be adequate in the near-term.

These ratings are assigned:

   -- B2 Corporate Family Rating;

   -- B2 Probability of Default Rating;

   -- $100 million of senior unsecured notes due 2014, issued
      under Rule 144A without registration rights, B3, LGD4, 62%;

AmeriCast's proposed $25 million senior secured revolving credit
facility is not rated by Moody's.

Future events that could put downward pressure on AmeriCast's
outlook and/or ratings include pricing pressures which are not
mitigated by additional cost savings, the inability to adequately
pass through raw material costs, loss of market share or a
significant customer, or significant deterioration in demand in
the company's end markets.

Consideration for a lower outlook or rating could arise if
EBIT/Interest coverage deteriorates below 1x or if leverage
increases to over 6x.

Future events that could improve AmeriCast's outlook and ratings
would be generated from a consistent operating environment in
which the company can maintain high levels of capacity
utilization, or increase and further diversify its customer base.
Consideration for an improved outlook or higher ratings could
arise if EBIT/Interest coverage is maintained consistently over
1.8x and leverage reduces to 4x.

AmeriCast Technologies Inc., headquartered in Atchison, Kansas, is
a designer and manufacturer of large, highly engineered steel and
iron castings.  Approximately 60% of the company's volume is for
products over 10,000 pounds.  Products include locomotive and
transit trucks, mining truck frames, axle housings, valve bodies
and compressor housings.  Annual revenues approximate
$200 million.


AMERIVEST: Discloses $130MM Assets in Liquidation at September 30
-----------------------------------------------------------------
AmeriVest Properties Inc. reported its net assets in liquidation
at Sept. 30, 2006, aggregated $130.4 million based upon 24,114,316
common shares outstanding.  Net assets in liquidation aggregated
$122.2 million or $5.06 per share at June 30, 2006.

The $8.2 million increase in net assets in liquidation from June
30, 2006 to September 30, 2006 is primarily attributable to an
increase of $6 million in our remaining real estate assets, due to
a revision of the estimated selling costs and certain contractual
provisions which we believed impacted the net realizable value of
our real estate assets and a $1 million reduction in the estimated
future costs of severance, professional fees and additional
liquidation costs.

AmeriVest announced in May 2006 that its stockholders approved
a Plan of Liquidation at its annual meeting of stockholders held
on May 24, 2006.  As required by generally accepted accounting
principles, the Company adopted the liquidation basis of
accounting on June 1, 2006.  Under the liquidation basis of
accounting, assets are stated at their estimated net realizable
value and liabilities are stated at their estimated settlement
amounts, with the associated estimates periodically reviewed and
adjusted as appropriate.  As detailed in the Company's Form 10-Q
for the quarter ended Sept. 30, 2006, the amount also includes an
estimated net liability for future estimated general and
administrative expenses and other costs during the liquidation
period.  There can be no assurance that these estimated values
will be realized, nor if the estimated general and administrative
expenses are adequate. For all periods prior to June 1, 2006, the
Company's financial statements are presented on the going concern
basis of accounting.

The Company filed its third quarter Form 10-Q with the Securities
and Exchange Commission on November 7, 2006.  Further information
regarding the calculation of net assets in liquidation and related
disclosures are contained within the filing.

Plan of Liquidation

On July 17, 2006, AmeriVest entered into a definitive agreement to
sell its entire portfolio of twelve office buildings to Koll/PER
LLC.  The gross purchase price is $273 million, which includes an
assumption of existing property level debt of approximately $126
million.  The Company has closed on the following six properties
to date:

   -- On Aug. 17, 2006, Greenhill Park, a 248,249-square-foot
      office property, was sold for $29.8 million. The Company
      received cash proceeds for approximately $28.4 million,
      after closing costs and adjustments.

   -- On Sept. 21, 2006, Scottsdale Norte, a 79,689-square-
      foot office property, was sold for $18 million.  The
      Company received cash proceeds of approximately $11 million
      after payoff of the first mortgage, closing costs and
      adjustments.

   -- On Sept. 28, 2006, Hackberry View, a 114,598-square-foot
      office property, was sold for $17.5 million.  The Company
      received cash proceeds of approximately $5.5 million, after
      assignment of the first and second mortgages, closing costs
      and adjustments.

   -- On Oct. 11, 2006, Parkway Centre III, a 152,396-square-foot
      office property, was sold for $25.6 million.  The Company
      received cash proceeds of approximately $10 million, after
      assignment of the first mortgage, closing costs and
      adjustments.

   -- On Oct. 20, 2006, Hampton Court, a 108,588-square-foot
      office property, was sold for $17 million.  The Company
      received cash proceeds of approximately $9 million, after
      assignment of the first mortgage, closing costs and
      adjustments.

   -- On Oct. 25, 2006, Camelback Lakes, a 203,794-square-foot
      office property, was sold for $50.4 million.  The Company
      received cash proceeds of approximately $28 million, after
      assignment of the first mortgage, closing costs and
      adjustments.

The net cash proceeds of approximately $91.9 million from
these sales to Koll/PER have been accumulated and made available,
subject to the expenses, liabilities and other costs of the
Company, for distribution to stockholders under the Plan.  
Closings on the remaining six properties will be scheduled as loan
assumption approvals are received from AmeriVest's mortgage
lenders and other traditional closing activities are completed.  
There can be no assurance that any additional closings will occur
under the Agreement or otherwise.

On Oct. 30, 2006, the Company's Board of Directors declared an
initial liquidating cash distribution of $3.50 per share, for a
total distribution of approximately $84.4 million, payable on Nov.
16, 2006 to shareholders of record as of Nov. 10, 2006.  
The timing and amount of subsequent liquidating distributions will
depend on the timing and amount of proceeds the Company receives
upon the sale of the remaining assets and the extent
to which the Company believes it needs to retain cash reserves.  
The AmeriVest Board of Directors also terminated the AmeriVest
Dividend Reinvestment Plan effective Nov. 3, 2006. All
participants in the plan will have their DRIP shares converted
to AmeriVest shares and fractional shares will be converted to
cash.

Based upon the property closings to date and our revised
estimates, as mentioned above, the Company has updated its range
of estimated total cash distributions in liquidation to $5.40 to
$5.65 per share, including the $3.50 per share distribution
mentioned above.  The estimates supporting the low end of this
range and the net assets in liquidation at Sept. 30, 2006 are
contained in the Company's third quarter Form 10-Q filed with the
Securities and Exchange Commission on Nov. 7, 2006.

Headquartered in Denver, Colorado, AmeriVest Properties Inc.
(AMEX: AMV) -- http://www.amvproperties.com/-- provides Smart  
Space for Small Business(TM) in Denver, Phoenix, and Dallas
through the acquisition, repositioning and operation of multi-
tenant office buildings in those markets.

                         *     *     *

As reported in the Troubled Company Reporter on June 5, 2006,
AmeriVest Properties Inc.'s stockholders approved a Plan of
Liquidation at its annual meeting.

Under the Plan, the Company's remaining 12 office properties
will be sold on an orderly basis and proceeds distributed to
stockholders.  All 12 properties are listed with Trammell Crow
Company and the sales process is being managed through Trammell
Crow's Denver office.  Detailed information regarding the
properties was released to over 4,000 prospective purchasers
on May 1, 2006.


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 6, 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


APRIA HEALTHCARE: Names Chris Karkenny as Chief Financial Officer
-----------------------------------------------------------------
Apria Healthcare Group Inc. has named Chris A. Karkenny as the
Company's executive vice president and chief financial officer.  
Mr. Karkenny will join the Company on Nov. 13, 2006.

The Company disclosed that, as chief financial officer,
Mr. Karkenny will have broad responsibility for its financial
operations, capital oversight, corporate finance, mergers and
acquisitions, tax and treasury operations.

Mr. Karkenny recently served as senior vice president of Corporate
Development and Treasury Operations for PacifiCare Health Systems,
Inc. and was responsible for corporate finance, debt and equity
capital markets, treasury operations, real estate, procurement,
insurance, rating agency interface and mergers and acquisitions.
PacifiCare was sold to UnitedHealth Group for approximately
$8.1 billion in December 2005.

Prior to joining PacifiCare in 2003, Mr. Karkenny served as chief
executive officer of NetCatalyst, a Santa Monica, California-based
investment-banking firm, where he managed clients ranging in size
from start-ups to multi-national corporations, and opened and
expanded international offices and partnerships.  From 1998 to
1999, he served as a partner in Technologz, a Los Angeles,
California-based business incubator and was a Founder, board
member and initial chief financial officer of CardioNow, a
healthcare application service provider.  Mr. Karkenny's previous
work experience includes leadership and executive roles in
companies in the software and technology infrastructure, corporate
finance advisory consulting and active wear industries.

"Chris Karkenny's wide range of financial and strategic experience
will help us build an even stronger executive leadership team,"
Lawrence M. Higby, chief executive officer, said.  "We are looking
forward to Chris' contributions to Apria's overall strategic
vision to continue to strengthen our position as one of the
largest providers of diversified home healthcare services and
products in the United States."

Mr. Karkenny received a Masters of Business Administration from
Pepperdine University and a Bachelor of Science in Business
Administration from the University of Richmond.

Headquartered in Lake Forest, California, Apria Healthcare Group
Inc. (NYSE:AHG) -- http://www.apria.com/-- provides home  
respiratory therapy, home infusion therapy and home medical
equipment through approximately 500 branches serving patients in
all 50 states.

                         *     *     *

As reported in the Troubled Company Reporter on June 5, 2006,
Standard & Poor's Ratings Services affirmed its BB+, Stable,
rating on Apria Healthcare.


AEGIS ASSET: Moody's Puts Ba1 Rating on Class M10 Certificates
--------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Aegis Asset Backed Securities Trust 2006-1
and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by Aegis Funding Corporation and
Aegis Lending Corporation 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, rate cap and an interest
rate swap agreement provided by Bear Stearns Financial Products
Inc. Moody's expects collateral losses to range from 5.3% to 5.8%.

Ocwen Loan Servicing LLC, will service the mortgage loans and
Wells Fargo Bank N.A. will act as master servicer.  Moody's has
assigned Ocwen an SQ2- servicer quality rating as a primary
servicer of sub-prime mortgage loans.  Moody's has also assigned
Wells Fargo Bank, N.A. its top servicer quality rating of SQ1 as a
master servicer.

These are the rating actions:

   * Issuer: Aegis Asset Backed Securities Trust 2006-1

Cl. A1, Assigned Aaa
Cl. A2, Assigned Aaa
Cl. A3, Assigned Aaa
Cl. M1, Assigned Aa1
Cl. M2, Assigned Aa2
Cl. M3, Assigned Aa3
Cl. M4, Assigned A1
Cl. M5, Assigned A2
Cl. M6, Assigned A3
Cl. M7, Assigned Baa1
Cl. M8, Assigned Baa2
Cl. M9, Assigned Baa3
Cl. M10,Assigned Ba1


AUSTIN CONVENTION: S&P Puts 'BB' Rating on $93 Mil. Revenue Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' rating to
the $164 million revenue bonds series 2006A and its 'BB' rating to
the $93.525 million revenue bonds series 2006B issued by Austin
Convention Center Enterprises Inc. in Austin, Texas.

The outlook is stable.
    
The bonds are secured by the hotel net revenues.  The proceeds
will be used to refund the 2001 revenue bonds, which were used to
construct the 800-room convention center headquarters hotel in
downtown Austin, Texas.  The hotel has been operating since its
opening on Dec. 27, 2003.

The stable outlook on Austin Convention Center Enterprises is
based on hotel operations meeting its projected financial
performance.  The ratings could be lowered or the outlook revised
to negative, if coverage levels are lower than projections due to
a prolonged economic slowdown, or other competitive factors that
reduce net hotel revenues.  Although it is not expected at this
time, a successful track record of financial performance well in
excess of forecasts could result in a ratings upgrade after
stabilization.


BEAR STEARNS: Moody's Rates Class II-M-11 Certificates at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Bear Stearns Asset Backed Securities I
Trust 2006-HE8 and ratings ranging from Aa1 to Ba2 to the
mezzanine and subordinate certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime mortgage loans acquired by EMC Mortgage Corporation.  The
collateral was originated by EMC Mortgage Corporation and Bear
Stearns Residential Mortgage Corporation for Group I, Quick Loan
Funding Inc., and Quicken Loans Inc. for Group II, and various
other originators, none of which originated more than 10% of the
mortgage loans.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
overcollateralization, excess spread, and a swap agreement.

Moody's expects collateral losses to range from 5.6% to 6.1% for
Group I, and collateral losses to range from 5.75% to 6.25% for
Group II.

EMC Mortgage Corporation will act as master servicer.

These are the rating actions:

   * Bear Stearns Asset Backed Securities I Trust 2006-HE8

   * Asset-Backed Certificates, Series 2006-HE8

                       Cl. I-A-1,  Assigned Aaa
                       Cl. I-A-2,  Assigned Aaa
                       Cl. I-A-3,  Assigned Aaa
                       Cl. I-M-1,  Assigned Aa1
                       Cl. I-M-2,  Assigned Aa2
                       Cl. I-M-3,  Assigned Aa3
                       Cl. I-M-4,  Assigned A1
                       Cl. I-M-5,  Assigned A2
                       Cl. I-M-6,  Assigned A2
                       Cl. I-M-7,  Assigned A3
                       Cl. I-M-8,  Assigned Baa1
                       Cl. I-M-9,  Assigned Baa1
                       Cl. I-M-10, Assigned Baa3
                       Cl. I-M-11, Assigned Ba1
                       Cl. II-1A-1,Assigned Aaa
                       Cl. II-1A-2,Assigned Aaa
                       Cl. II-1A-3,Assigned Aaa
                       Cl. II-2A,  Assigned Aaa
                       Cl. II-M-1, Assigned Aa1
                       Cl. II-M-2, Assigned Aa2
                       Cl. II-M-3, Assigned Aa3
                       Cl. II-M-4, Assigned A1
                       Cl. II-M-5, Assigned A2
                       Cl. II-M-6, Assigned A3
                       Cl. II-M-7, Assigned Baa1
                       Cl. II-M-8, Assigned Baa1
                       Cl. II-M-9, Assigned Baa2
                       Cl. II-M-10,Assigned Ba1
                       Cl. II-M-11,Assigned Ba2


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

Bankruptcy Case No.: 06-12049

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

Chapter 11 Petition Date: November 7, 2006

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

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

Total Assets:   $665,830

Total Debts:  $1,635,344

Debtor's Two Largest Unsecured Creditors:

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

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


BNC MORTGAGE: Moody's Assigns Low-B Ratings on Two Cert. Classes
----------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by BNC Mortgage Loan Trust 2006-2 and a
ratings ranging from Aa1 to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by BNC Mortgage, Inc. originated,
adjustable-rate and fixed-rate, subprime mortgage loans acquired
by Lehman Brothers Holding Inc.  The ratings are based primarily
on the credit quality of the loans and on protection against
credit losses by subordination, excess spread, and
overcollateralization.  The ratings also benefit from both the
interest-rate swap and interest-rate cap agreements provided by
ABN AMRO Bank N.V.  After taking into account the benefit from the
mortgage insurance Moody's expects collateral losses to range from
4.3% to 4.8%.

Option One Mortgage Corporation will service the mortgage loans
and Aurora Loan Services will act as master servicer.  Moody's has
assigned Option One its servicer quality rating of SQ1 as a
servicer of subprime mortgage loans. Moody's has assigned Aurora
its servicer quality rating of SQ1- as a master servicer of
mortgage loans.

These are the rating actions:

   * BNC Mortgage Loan Trust 2006-2

   * Mortgage Pass-Through Certificates, Series 2006-2

Cl. A1, Assigned Aaa
Cl. A2, Assigned Aaa
Cl. A3, Assigned Aaa
Cl. A4, Assigned Aaa
Cl. A5, Assigned Aaa
Cl. M1, Assigned Aa1
Cl. M2, Assigned Aa2
Cl. M3, Assigned Aa3
Cl. M4, Assigned A1
Cl. M5, Assigned A2
Cl. M6, Assigned A3
Cl. M7, Assigned Baa1
Cl. M8, Assigned Baa2
Cl. M9, Assigned Baa3
Cl. B1, Assigned Ba1
Cl. B2, Assigned Ba2


CARRINGTON SOUTH: Selling All Healthcare Assets on November 20
--------------------------------------------------------------
Carrington South Healthcare Center Inc. will sell substantially
all of its assets through an auction on Nov. 20, 2006, 10:00 a.m.,
Eastern Time, at the U.S. Bankruptcy Court for the Northern
District of Ohio, 10 East Commerce Street in Youngstown, Ohio.

Only qualified bidders who have submitted a qualified bid by
2:00 p.m., Eastern Time, by Nov. 14, 2006, as well as other
parties specified in the Court-approved bidding procedures are
eligible to participate in or make statements on the record at the
auction.

850 Midlothian LLC is the stalking horse bidder for the Debtor's
assets.  Pursuant to an asset purchase agreement, 850 Midlothian
has offered to purchase the assets for $4 million.

The Honorable Kay Woods will convene a hearing on Nov. 29, 2006,
at 10:00 a.m., to confirm the results of the auction and approve
the sale of the healthcare assets either to 850 Midlothian or the
prevailing bidder.

Copies of the sale documents may be obtained by written request to
the Debtor's counsel:

      Suhar & Macejko
      Attn: Andrew W. Suhar, Esq.
      1101 Metropolitan Tower
      P.O. Box 1497
      Youngstown, OH 44501
      Tel: (330) 744-9007
      Fax: (330) 758-5993

                      About Carrington South

Headquartered in Youngstown, Ohio, Carrington South Health Care
Center, Inc. operates a 25-bed critical access hospital with a
rural health care clinic, and operates three satellite clinics and
a 24-bed basic care facility.  The company and its affiliate,
Carrington South Real Estate Inc., filed for chapter 11 protection
on Oct. 17, 2006 (Bankr. N.D. Ohio Case Nos. 06-41692 & 06-41693).

Andrew W. Suhar, Esq. at Suhar & Macejko, LLC and Donald J.
DeSanto, Esq. at DeSanto & DeSanto represent the Debtors in their
restructuring efforts.  When Carrington Health sought protection
from its creditors, it listed $3,998,655 in total assets and
$6,074,043 in total debts, while Carrington Real Estate listed
$500,000 in total assets and $4,694,530 in total debts.


CATHOLIC CHURCH: Spokane Ct. Delays Plan Filing Period to Nov. 13
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
directs parties in the Catholic Diocese of Spokane's Chapter 11
case to file plans of reorganization and disclosure statements,
amended or otherwise, on or before Nov. 13, 2006.

The Court vacates its prior ruling directing parties to file their
Plans on or before Oct. 30, 2006, due to the:

   * ongoing mediation process; and

   * agreement between Judge Gregg Zive, as mediator, and other
     parties to extend a standstill agreement.

Judge Patricia C. Williams will conduct a status conference via
telephone regarding the plans and disclosure statements on
Nov. 15, 2006, at 2:00 p.m.  

The Court will also tackle issues relating to the settlement
agreements entered by the Diocese with certain of its insurers.
The Court has scheduled a hearing for Jan. 22, 2007, to consider
those settlement agreements.

Judge Williams previously directed the parties to refrain from any
further activity, including filing of any objections or commencing
any discovery on the certain filed motions until a status
conference on those matters is held.

At a status conference in September 2006, Judge Williams issued a
standstill order giving more time for the parties to focus on
mediation.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 72; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CHIQUITA BRANDS: Posts $96 Million Net Loss for 2006 Third Quarter
------------------------------------------------------------------
Chiquita Brands International Inc. released financial and
operational results for the third quarter 2006, in which net sales
increased by 8% year-over-year to $1 billion, from $954 million in
the third quarter 2005.  The increase resulted primarily from
increased banana volume in Europe, higher banana pricing in North
America and increased sales in retail value-added salads.

The company reported a quarterly net loss of $96 million,
including a noncash charge of $43 million for goodwill impairment
at Atlanta AG, its German distributor.  In the third quarter 2005,
the company reported net income of $300,000.

"Our third quarter results were disappointing and worse than
expected for several reasons," Fernando Aguirre, chairman and
chief executive officer, said.  "First, we recorded a noncash
charge for goodwill impairment at Atlanta AG due to a decline in
its business performance resulting primarily from intense pricing
pressure in Germany.  Second, temperatures during the third
quarter reached record highs across much of northern Europe.  This
unusually hot weather reduced consumer demand for bananas,
depressed prices and contributed to substantial price weakness in
trading markets, where we incurred substantial losses on the sale
of temporary excess supply from Latin America.  Third, beginning
in September, our Fresh Express operations experienced lower sales
and unforeseen costs due to consumer concerns regarding the safety
of fresh spinach in the United States, despite the fact that no
confirmed cases of consumer illness were linked to our Fresh
Express products."

Operating loss for the quarter ended Sept. 30, 2006, was
$79 million, compared to operating income of $20 million in the
year-ago period.

For the Quarter ended Sept. 30, 2006, operating cash flow was
$27 million, compared to $63 million in the year-ago period.

Total debt was $990 million at Sept. 30, 2006, compared to
$1.1 billion at Sept. 30, 2005.  Cash was $102 million at
Sept. 30, 2006, compared to $181 million at Sept. 30, 2005.

                    Quarterly Segment Result

In the company's Banana segment, net sales were $444 million, up
8% from $411 million.  The operating loss for the segment was
$43 million, compared to operating income of $17 million in the
prior year.

In the company's Fresh Select segment, net sales were
$291 million, up 8% from $268 million.  The operating loss was
$30 million, including a $29 million noncash charge for goodwill
impairment at Atlanta AG, compared to an operating loss of
$3 million in the 2005 third quarter.

In the company's Fresh Cut segment, net sales were $278 million,
up 8% from $259 million.  The operating loss for the segment was
$3 million, compared to operating income of $7 million in the same
quarter of 2005.

                    Financial Covenant Waiver

The Company further disclosed that, at the beginning of October it
obtained from its lenders a temporary waiver of certain financial
covenants in its revolving credit and term loan facility,
effective through Dec. 15, 2006.  The company is currently seeking
an amendment of its credit facility to cure any violation of its
covenants that otherwise would occur upon the expiration of the
temporary waiver and to provide additional flexibility in future
periods.

Cincinnati, Ohio-based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- markets and distributes  
fresh food products including bananas and nutritious blends of
green salads.  The company markets its products under the
Chiquita(R) and Fresh Express(R) premium brands and other related
trademarks.  Chiquita employs approximately 25,000 people
operating in more than 70 countries worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Moody's Investors Service affirmed all ratings for Chiquita Brands
L.L.C. (senior secured at Ba3), as well as for its parent Chiquita
Brands International, Inc. (corporate family rating at B2), but
changed the outlook to negative from stable.  The action followed
the company's announcement that its operating performance
continues to be negatively impacted by lower pricing in key
European and trading markets, as well as excess fruit supply.


CINRAM INTERNATIONAL: Earns $18.4 Mil. in Quarter Ended Sept. 30
----------------------------------------------------------------
Cinram International Income Fund reported consolidated revenue of
$477.2 million for the quarter ended September 30, 2006, down from
$544.7 million in 2005, principally as a result of lower DVD and
CD sales.

The Fund recorded net earnings of $18.4 million for the quarter,
down from net earnings of $35.5 million for the third quarter of
2005.

"Our results were in line with expectations of softer DVD sales in
the third quarter compared to the exceptionally strong third
quarter performance we reported in 2005," said Cinram Chief
Executive Officer, Dave Rubenstein.  "Looking out to 2007, we are
confident that our customers' upcoming slate of releases will
translate into DVD unit volume growth on a year-over-year basis."

Cinram generated third quarter earnings before interest, taxes and
amortization of $89.3 million compared with $118.5 million in
2005, due to lower DVD and CD volumes, increased one-time costs,
and lower printing and distribution revenue, which were offset by
lower raw material costs as well as cost reductions and
efficiencies.

Cinram's liquidity and balance sheet remained strong in the third
quarter.  The Fund had cash on hand of $108.9 million, debt of
$679.1 million, resulting in a net debt position of $570.2 million
at September 30, 2006.  Cinram's $150-million revolving line of
credit was not used during the third quarter and currently remains
undrawn. Working capital was $208.4 million at September 30, 2006,
relatively unchanged from June 30, 2006.

                    Year-to-Date Performance

Consolidated revenue for the nine months ended Sept. 30, 2006, was
$1.3 billion, compared with $1.4 billion in 2005.  EBITA for the
nine months decreased to $215.4 million from $268.8 million in
2005.  Year-to-date EBITA declined relative to 2005 as a result of
lower DVD, CD and printing revenue, as well as increased costs
related to Sarbanes-Oxley compliance and severance costs.  EBITA
for the nine months ended September 30, 2006, also included
unusual items of $11.1 million related to restructuring expenses
and costs incurred in relation to the May income trust
reorganization.

The Fund reported net earnings of $3.7 million for the nine months
ended Sept. 30, 2006, compared with net earnings of $44.2 million
in 2005.

                          Product Revenue

Third quarter DVD revenue was down 15 per cent to $237.4 million
from $279.6 million in 2005 principally as a result of lower
volume for some from our major customers and their comparatively
strong performance in the third quarter of 2005.  DVD sales
remained our major source of revenue, representing 50 per cent of
consolidated revenue for the third quarter compared with 51 per
cent last year.  For the nine months ended September 30, 2006, DVD
revenue was down 10 per cent to $650.1 million from $723.2 million
in 2005.  On a year-to-date basis, DVD revenue accounted for 49
per cent of consolidated revenue, compared with 50 per cent in the
comparable prior year period.

Cinram recorded third quarter and year-to-date high-definition DVD
revenue of $1.6 million and $2.8 million, respectively, following
the June retail launch of both formats.

CD revenue was down 16 per cent in the third quarter to $71.8
million from $85.7 million in 2005, and decreased 11 per cent
year-to-date relative to 2005, part of which was attributable to
cessation of CD manufacturing operations at Louviers in France
earlier this year.

Printing revenue for the third quarter was down three per cent to
$63.3 million from $65.2 million in 2005, primarily due to lower
DVD and CD replication volume.  For the year to date, printing
revenue was down 13 per cent to $145.5 million from $167.6
million, principally as a result of lower DVD volumes for
customers for whom we also provide related printing products.

Distribution revenue declined four per cent in the third quarter
to $66.1 million from $68.9 million in 2005.  The impact of the
decline in DVD revenue on distribution was mitigated in the third
quarter as some of its major customers shipped a greater
proportion of units from inventory that was replicated in previous
periods.  On a year-to-date basis, distribution revenue increased
four per cent to $205.6 million from $197.7 million in 2005, with
the full nine-month contribution from new Twentieth Century Fox
Home Entertainment business in Europe.

Giant Merchandising generated revenue of $31.8 million in the
third quarter up six per cent from $30.1 million in 2005.  For the
nine months ended Sept. 30, 2006, Giant Merchandising recorded
revenue of $97.1 million compared with $97.4 million in 2005.

                       Geographic Revenue

North American revenue was down 12 per cent in the third quarter
to $360.6 million, compared with $410.8 million in 2005,
principally as a result of lower DVD and CD sales.  Year-to-date,
North American revenue was down 11 per cent to $981.0 million from
$1.1 billion in 2005 as a result of lower DVD, CD and printing
revenue.  North America accounted for 76 and 74 per cent of third
quarter and year-to-date consolidated revenue, respectively,
compared with 75 and 76 per cent, respectively, in 2005.

European revenue decreased 13 per cent in the third quarter to
$116.6 million from $133.9 million in 2005 as a result of lower
DVD, CD and distribution revenue from The Entertainment Network.
Year-to-date, European revenue declined marginally to $342.9
million from $345.0 million in 2005.  Third quarter European
revenue represented 24 per cent of consolidated sales compared
with 25 per cent in the third quarter of 2005.  Year-to-date,
European revenue represented 26 per cent of consolidated revenue,
up from 24 per cent in 2005.

                         Distributions

The Fund paid distributions of $40.3 million in the third quarter.  
Cinram's current annual distribution policy remains unchanged at
CDN$3.25 per unit, to be paid in monthly distributions of
CDN$0.2708 on or about the 15th day of the month to unitholders of
record on the last business day of each previous month.

Cinram has declared a cash distribution of CDN$0.2708 per unit for
the month of November 2006, payable on Dec. 15, 2006, to
unitholders of record at the close of business on Nov. 30, 2006.

Cinram International Limited Partnership has also declared a cash
distribution of CDN$0.2708 per Class B limited partnership unit
for the month of November 2006, payable on Dec. 15, 2006, to
unitholders of record at the close of business on Nov. 30, 2006.

                      Full Year 2006 Guidance

Cinram expects to generate EBITA for the year ending Dec. 31,
2006, in the range of $335 to $340 million, including unusual
items for the full year which are expected to result in a net gain
of $4.1 million.  Cinram also expects capital expenditures to be
in the range of $70 million for the full year in 2006.  This
guidance does not include the impact of any future merger or
unidentified restructuring charges, as well as sales and
acquisitions of operating assets that may occur from time to time
due to management decisions and changing business circumstances,
which the Fund is currently unable to forecast.

                         About Cinram

Cinram International Inc. (TSX: CRW.UN) - http://www.cinram.com/
-- an indirect wholly owned subsidiary Cinram International Income
Fund, provides pre-recorded multimedia products and related
logistics services.  With facilities in North America and Europe,
Cinram International Inc. manufactures and distributes pre-
recorded DVDs, VHS video cassettes, audio CDs, audio cassettes and
CD-ROMs for motion picture studios, music labels, publishers and
computer software companies around the world.

                            *   *   *

As reported in the Troubled Company Reporter on Aug. 3, 2006,
Moody's Investors Service assigned a definitive B1 senior secured
rating to the $825 million credit facility of Cinram International
Inc. dated May 5, 2006, removing the provisional status from this
rating.  Moody's also withdrew the B1 senior secured rating from
Cinram's prior credit facility, originally dated October 2003.
Cinram's Corporate Family Rating is B1 and the outlook is stable.

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. manufacturing sector, the rating agency
confirmed its B1 Corporate Family Rating for Cinram International,
Incorporated, as well as its B1 rating on the company's $675
million Senior Secured Term Loan.  The debentures were assigned an
LGD3 rating suggesting creditors will experience a 32% loss in the
event of default.

As reported in the Troubled Company Reporter on May 11, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on prerecorded multimedia manufacturer Cinram International
Inc. to 'BB-' from 'BB' following the company's announcement that
it had successfully converted into an income trust.  The ratings
were removed from CreditWatch with negative implications, where
they were placed March 3, 2006.


CINRAM INTERNATIONAL: To Engage Advisor for Strategic Review
------------------------------------------------------------
Cinram International Income Fund's Board of Trustees disclosed it
has directed management to retain a financial advisor to review
strategic and financial alternatives.  This will include a careful
review of Cinram's business plan, growth strategy and market
valuation.

"Although it does not appear that Cinram will be directly impacted
by the Department of Finance's Tax Fairness Plan for Canadians,
this plan will significantly change the landscape for income
trusts in Canada.  Given these circumstances, the Board of
Trustees must consider such factors which could ultimately impact
the value of the Fund," said Henri A. Aboutboul, Chairman of the
Fund's Board of Trustees.

"The Board of Trustees is focused on creating long-term value for
unitholders.  To that end, we wish to carefully evaluate and
pursue strategic and financial alternatives which represent the
best use of the Fund's capital, taking into account our commitment
to enhance the Fund's market valuation and grow Cinram's
business." Mr. Aboutboul added.

As reported in the Troubled Company Reporter on Sept. 26, 2006,
Cinram informed Amaranth Advisors that its Board of Directors has
no intention of selling, or exploring the possibility of selling,
the Fund or any of its operating subsidiaries or their respective
businesses.

The statement came in response to a memorandum issued by Amaranth
Canada Trust urging Cinram to immediately retain financial
advisors to explore a sale of the Fund, including a going private
transaction.

Amaranth had issued the memorandum after the Amaranth investment
fund group announced significant trading losses in its natural gas
trading business.  Following Amaranth's disclosure, the trust
units of Cinram came under intense selling pressure.

Amaranth Canada Trust has beneficial ownership of 8,000,000 trust
units of Cinram representing approximately 15.3% of the issued and
outstanding trust units, and is the largest equity holder in the
fund.  Amaranth LLC indirectly beneficially owns all units
beneficially owned by Amaranth Canada Trust.  In addition,
Amaranth has an economic interest in 2,654,895 units.

                          About Cinram

Cinram International Inc. (TSX: CRW.UN) - http://www.cinram.com/
-- an indirect wholly owned subsidiary Cinram International Income
Fund, provides pre-recorded multimedia products and related
logistics services.  With facilities in North America and Europe,
Cinram International Inc. manufactures and distributes pre-
recorded DVDs, VHS video cassettes, audio CDs, audio cassettes and
CD-ROMs for motion picture studios, music labels, publishers and
computer software companies around the world.

                            *   *   *

As reported in the Troubled Company Reporter on Aug. 3, 2006,
Moody's Investors Service assigned a definitive B1 senior secured
rating to the $825 million credit facility of Cinram International
Inc. dated May 5, 2006, removing the provisional status from this
rating.  Moody's also withdrew the B1 senior secured rating from
Cinram's prior credit facility, originally dated October 2003.
Cinram's Corporate Family Rating is B1 and the outlook is stable.

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. manufacturing sector, the rating agency
confirmed its B1 Corporate Family Rating for Cinram International,
Incorporated, as well as its B1 rating on the company's $675
million Senior Secured Term Loan.  The debentures were assigned an
LGD3 rating suggesting creditors will experience a 32% loss in the
event of default.

As reported in the Troubled Company Reporter on May 11, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on prerecorded multimedia manufacturer Cinram International
Inc. to 'BB-' from 'BB' following the company's announcement that
it had successfully converted into an income trust.  The ratings
were removed from CreditWatch with negative implications, where
they were placed March 3, 2006.


CITIGROUP MORTGAGE: Moody's Rates Two Certificate Classes at Low-B
------------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Citigroup Mortgage Loan Trust 2006-WFHE3
and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by Wells Fargo Bank, N.A. originated
adjustable-rate and fixed-rate subprime mortgage loans acquired by
Citigroup Global Markets Realty Corp.  The ratings are based
primarily on the credit quality of the loans, and on the
protection from subordination, excess spread,
overcollateralization and mortgage insurance.  After taking into
account the benefits of mortgage insurance, Moody's expects
collateral losses to range from 4.6% to 5.1%.

Wells Fargo Bank, N.A. will service the loans.

Moody's has assigned Wells Fargo Bank, N.A. its top servicer
quality rating of SQ1 as a primary servicer of subprime loans.

These are the rating actions:

   * Issuer: Citigroup Mortgage Loan Trust 2006-WFHE3

   * Asset-Backed Pass-Through Certificates, Series 2006-WFHE3

                      Cl. A-1, Assigned Aaa
                      Cl. A-2, Assigned Aaa
                      Cl. A-3, Assigned Aaa
                      Cl. A-4, Assigned Aaa
                      Cl. M-1, Assigned Aa1
                      Cl. M-2, Assigned Aa2
                      Cl. M-3, Assigned Aa3
                      Cl. M-4, Assigned A1
                      Cl. M-5, Assigned A2
                      Cl. M-6, Assigned A3
                      Cl. M-7, Assigned Baa1
                      Cl. M-8, Assigned Baa2
                      Cl. M-9, Assigned Baa3
                      Cl. M-10,Assigned Ba1
                      Cl. M-11,Assigned Ba2


CITIZENS COMMS: Frontier to Deploy Ill. and Tenn. Wireless Service
------------------------------------------------------------------
Citizens Communications Company has reached agreements with the
Cities of Cookeville, Tenn. and Carlinville, Ill., to deploy its
Frontier Mobile wireless broadband data service to its markets in
the Cities of Cookeville, Tennessee and Carlinville, Illinois.

The deployments join the City and County of Elko, Nevada and the
State University of New York in Orange County as customers of
Frontier Mobile's public wireless broadband network.

The Company disclosed that the new wireless data offering is a
valuable addition to Frontier's existing suite of voice, video,
and High-Speed Internet products and services, all fully
integrated on a single bill.

The company's agreements with the cities allow for scaleable,
cost-efficient additions designed to expand network coverage as
needed.  Cookeville and Carlinville are growth areas, and wireless
broadband ubiquity is a value-added enhancement.

Cookeville is home to Tennessee Tech University, a major Frontier
customer.  The Frontier Mobile service will launch this spring.

Carlinville, Illinois is the county seat and home to Blackburn
College and a number of companies that design and manufacture
software solutions, dairy food products and more.

"Frontier's focus has been, and continues to be, small and medium-
sized communities experiencing strong growth.  Cookeville and
Carlinville - like Elko County, Nevada and SUNY Orange  -- offer
an outstanding quality of life, educational opportunity, a locally
based Frontier workforce.  These cities will benefit from
increased broadband Internet choices," Maggie Wilderotter,
chairman and chief executive officer of Citizens Communications
Company, says.

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

                         *     *     *

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

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


COMMERCIAL REALTY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Commercial Realty and Development Company
        138 Center Street
        St. Marys, PA 15857
        Tel: (877) 477-5817

Bankruptcy Case No.: 06-11436

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                             Case No.
      ------                             --------
      Towne House Inn, Inc.              06-11437
      Towne House Enterprises, Inc.      06-11438

Type of Business: The Debtors operate a 59-room hotel and inn,
                  complete with Executive and VIP Suites.  Its
                  Towne House Inn Dining Room is open to the
                  public and offers a full country breakfast,
                  luncheon menu and dinner menu.

Chapter 11 Petition Date: November 8, 2006

Court: Western District of Pennsylvania (Erie)

Debtor's Counsel: Guy C. Fustine, Esq.
                  Knox McLaughlin Gornall & Sennett, P.C.
                  120 West Tenth Street
                  Erie, PA 16501
                  Tel: (814) 459-2800
                  Fax: (814) 453-4530

                           Estimated Assets   Estimated Debts
                           ----------------   ---------------
      Commercial Realty    $1 Million to      $1 Million to
      and Development      $100 Million       $100 Million
      Company

      Towne House          $100,000 to        $1 Million to
      Inn, Inc.            $1 Million         $100 Million

      Towne House          $10,000 to         Less than $50,000
      Enterprises, Inc.    $100,000


A. Commercial Realty and Development Company does not have any
   creditors who are not insiders.

B. Towne House Inn, Inc.'s 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Suburban Building Center                    $27,726
Johnsonburg Road
St. Marys, PA 15857

National City                               $25,657
P.O. Box 856176
Louisville, KY 40285-6176

Preferred Capital                           $18,130
c/o Groen, Lamm, Goldberg & Rubenstone
4 Greenwood Square, Suite 200
Bensalem, PA 19020

F D H Management                            $12,000
P.O. Box 152
St. Marys, PA 15857

W S Lee and Sons Inc.                       $11,013
P.O. Box 1631
Altoona, PA 16603-1631

Elk County                                   $7,413

Kemper Insurance                             $6,438

National Fuel                                $5,045

Nollau and Young                             $3,010

Transworld Systems                           $2,311

Allegheny Power                              $2,250

Booking Center                               $2,102

St. Mary's Sewer Service Bill                $1,575

Tyler Landscape                              $1,500

Compsolve Inc.                               $1,419

Burke's Ace Hardware                         $1,410

St. Mary's Water Authority                   $1,240

Centre Publications                          $1,123

AAA                                          $1,117

Commtrak                                     $1,010

B. Towne House Enterprises, Inc. does not have any creditors who
   are not insiders.


CONTINENTAL AIRLINES: Reports 9.5% Increase in October Traffic
--------------------------------------------------------------
Continental Airlines reported an October 2006 consolidated load
factor of 79.3%, 2 points above last year's October consolidated
load factor.

The Company reported a mainline load factor of 79.5%, 2.1 points
above the October 2005 mainline load factor, and a domestic
mainline load factor of 83.1%, 2.9 points above October 2005.  The
Company also had an international mainline load factor of 75.4%,
1.4 points above October 2005.

The Company disclosed that during the month of October, it
recorded a U.S. Department of Transportation on-time arrival rate
of 71.4% and an October mainline completion factor of 99.6%.

In October 2006, the Continental flew 7.3 billion consolidated
revenue passenger miles and 9.2 billion consolidated available
seat miles, resulting in a traffic increase of 9.5% and a capacity
increase of 6.8% as compared to October 2005.  In October 2006,
Continental flew 6.4 billion mainline RPMs and 8.1 billion
mainline ASMs, resulting in a mainline traffic increase of 9.5%
and a 6.6% increase in mainline capacity as compared to October
2005.  Domestic mainline traffic was 3.6 billion RPMs in October
2006, up 8% from October 2005, and domestic mainline capacity was
4.3 billion ASMs, up 4.4% from October 2005.

For October 2006, consolidated passenger revenue per available
seat mile is estimated to have increased between 4.5% and 5.5%
compared to October 2005, while mainline passenger RASM is
estimated to have increased between 5% and 6% compared to
October 2005.  For September 2006, both consolidated and mainline
passenger RASM increased 4.8% compared to September 2005.

October 2006 sales at continental.com increased 26% over
October 2005.

The Company's regional operations had an October load factor of
77.3%, 0.6 points above last year's October load factor.  Regional
RPMs were 854.6 million and regional ASMs were 1.105 billion in
October 2006, resulting in a traffic increase of 9.6% and a
capacity increase of 8.6% versus October 2005.

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
3,200 daily departures throughout the Americas, Europe and Asia,
serving 154 domestic and 138 international destinations.  More
than 400 additional points are served via SkyTeam alliance
airlines.  With more than 43,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 61 million passengers
per year.  Continental consistently earns awards and critical
acclaim for both its operation and its corporate culture.

                          *     *     *

As reported in the Troubled Company Reporter on May 26, 2006,
Moody's Investors Service assigned Aaa rating to the Class G
Certificates and B1 rating to the Class B Certificates of
Continental Airlines, Inc.'s 2006-1 Pass Through Trusts Pass
Through Certificates, Series 2006-1.

As reported in the Troubled Company Reporter on Oct. 23, 2006,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' long-term and 'B-3' short-term corporate credit ratings,
on Continental Airlines Inc.  The outlook is revised to stable
from negative.  Continental has about $17 billion of debt and
leases.

As reported in the Troubled Company Reporter on Oct. 23, 2006,
Fitch Ratings has upgraded Continental Airlines Inc.'s Issuer
Default Rating (IDR) to 'B-' from 'CCC' and Senior Unsecured Debt
to 'CCC/RR6' from 'CC/RR6'.  Rating outlook was stable.


CONTINENTAL AIRLINES: Moody's Junks Rating on $200 Mil. Sr. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned ratings of Caa1, LDG5-75% to
the $200 million of senior unsecured notes issued by Continental
Airlines, Inc.'s.  Moody's affirmed the B3 corporate family
rating.

The outlook is stable.

The Caa1 rating assigned to the Notes reflects the structural
subordination of the Notes to the substantial amount of secured
debt in Continental's capital structure.  The LGD-5 reflects a
loss given default between 70 to 90%.

Continental's B3 corporate family rating reflects debt to EBITDA
of 7.4x and retained cash flows to debt of 5.8%.  Both metrics are
somewhat weaker than the midrange for the rating level, although
improved with strong recent operating results.  

Operating performance has benefited from high demand for air
travel, as well as higher yields with capacity reductions by
competitors in several of Continental's markets.  Notably,
Continental expects to be profitable in FY 2006 despite
substantially higher fuel expense.

Nonetheless, Continental is highly leveraged, and the company's
debt is expected to increase going forward given the substantial
aircraft deliveries through 2009.  As well, the company's near-
term cash demands are substantial as debt maturities will
approximate $563 million in FY 2007 alone.  Liquidity is strong at
this time, however, with approximately $2.5 billion of cash as of
Sept. 30, 2006.

The stable outlook reflects the expectation of steadily improving
operating and financial performance over the near term, from
yield-driven revenue growth as well as capacity increases to
support such growth, while maintaining control of the growth of
unit costs.  Downward ratings pressure could occur should the
company's planned cost reductions fail to materialize, that could
put downward pressure on key credit metrics such as debt to EBITDA
above 10x and EBIT to interest expense below 0.5x.  The rating
could be raised after sustained growth sufficient to improve EBIT
to interest expense greater than 2x and retained cash flow to debt
greater than 10%.

Rating Assigned:

   -- Continental Airlines, Inc. senior unsecured notes at Caa1,
      LGD5, 75%

Continental Airlines, based in Houston Texas, operates a
commercial airline.


CONTINENTAL AIRLINES: S&P Rates $200 Mil. Senior Notes at 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Continental Airlines Inc.'s (B/Stable/B-3) $200 million senior
unsecured notes due 2011. The rating is the same as that on other
senior unsecured obligations of Continental, and is rated lower
than the corporate credit rating because a large amount of secured
debt and leases places unsecured creditors in an effectively
subordinated position.  Houston, Texas-based Continental is the
fourth-largest U.S. airline, with about
$17 billion of debt and leases.

"Improving earnings, cash flow generation, and liquidity have
bolstered Continental's financial profile, though the airline
remains highly leveraged and exposed to industrywide risks of high
fuel prices and price competition," said Standard & Poor's credit
analyst Philip Baggaley.

The company generated $309 million of net earnings before special
items over the first three quarters of 2006, reversing a loss in
the same period last year, and had $2.5 billion of unrestricted
cash at Sept. 30. We revised our long-term rating outlook on
Continental to stable from negative on Oct. 19, 2006.

The 'B' corporate credit rating, which was affirmed, reflects
Continental's participation in the high-risk airline industry and
a heavy debt and lease burden.  These factors outweigh better-
than-average operating performance among its peer large U.S. hub-
and-spoke airlines. Sale of the notes being rated will help
refinance upcoming debt maturities, $292 million in the fourth
quarter and $556 million in 2007.  Remaining aircraft deliveries
in 2006 and 2007 have financing arranged, which, along with
positive operating cash flow, should allow Continental to maintain
unrestricted cash in the $2 billion to $2.5 billion range.

Ratings List:

   * Continental Airlines Inc.
  
     -- Corporate Credit Rating -- B/Stable/B-3

Ratings Assigned:

   * Continental Airlines Inc.

     -- $200 Million Senior Unsecured Notes Due 2011 -- CCC+


COZZOLINO FURNITURE: Taps Spector & Ehrenworth as Bankr. Counsel
----------------------------------------------------------------
Cozzolino Furniture Design Inc. asks the U.S Bankruptcy Court
for the District of New Jersey for permission to employ Spector
& Ehrenworth P.C., as its bankruptcy counsel, nunc pro tunc
Nov. 3, 2006.

The firm will:

     a) prepare all necessary applications, pleadings, orders,
        reports, disclosure statements, plans and other legal
        papers required in connection with the administration of
        the estate; and

     b) advise and assist the Debtor in all matters pertaining to
        the proper conduct and administration of the estate.

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

Brian D. Spector, Esq., a member of the firm, assures 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. Spector can be reached at:

     Brian D. Spector, Esq.
     Spector & Ehrenworth, P.C.
     30 Columbia Turnpike
     Florham Park, NJ 07932-2261
     Tel: (973) 593-4800
     Fax: (973) 593-4848

Headquartered in West Orange, New Jersey, Cozzolino Furniture
Design Inc. -- http://www.cozzolino.com/manufactures wooded  
household and office furniture.  The Company filed it chapter 11
protection on Nov. 3, 2006 (Bankr. D. N.J. Case No. 06-20898).  
Douglas A. Goldstein, Esq., at Spector & Ehrenworth P.C.,
represents the Debtor on its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's bankruptcy proceedings.  When the Debtor filed for
protection from its creditors, it estimated assets of $704,136 and
debts of $1,977,572.


CRI RESOURCES: Disclosure Statement Hearing Set for November 16
---------------------------------------------------------------
The Honorable Erithe A. Smith of the U.S. Bankruptcy Court for the
Central District of California will convene a hearing on Nov. 16,
2006, at 2:00 p.m., to consider approval of CRI Resources Inc.'s
amended disclosure statement.

The hearing will be held at Courtroom 860, 255 E. Temple St., in
Los Angeles, California.

As reported in the Troubled Company Reporter on Oct. 20, 2006, the
Plan contemplates:

   -- reinstatement of Cleveland Wrecking Company fka
      CWC Acquisition Corp.'s secured claim for $13.9 million;

   -- providing general unsecured claims the option of new common
      stock or cash equal to their pro rata share of a $100,000
      fund; and

   -- cancellation of all old common stock.

On the effective date of the Plan, CWC will be the majority equity
holder of the Reorganized Debtor.  CWC's secured claim is
approximately $44.7 million as of Aug. 31, 2006.

To effectuate the Plan, CWC agreed to accept new common stock in
return for the $30.8 million unsecured deficiency created after
reinstatement of CWC's secured claim.

CWC also agreed to set aside $100,000 in a fund for holders of
general unsecured claims that elect not to receive new common
stock.

Headquartered in Los Angeles, California, CRI Resources Inc.
provides demolition services.  The Company filed for chapter 11
protection on March 1, 2005 (Bankr. C.D. Calif., L.A. Div., Case
No. 05-13899).  Stephen F. Biegenzahn, Esq., at Biegenzahn
Weinberg represents the Debtor's restructuring.  When the Company
filed for protection from its creditors, it listed total assets of
$5,243,614 and total debts of $43,078,461.


CS MORTGAGE: Fitch Rates $4.6-Mil Class B-1 Certificates at BB
--------------------------------------------------------------
CS Mortgage Pass-Through Certificates, series 2006-CF3 is rated by
Fitch Ratings:

     -- $126,930,000 class A-1 certificates (senior certificates)
        'AAA';

     -- $12,486,000 class M-1 certificates 'AA';

     -- $3,788,000 class M-2 certificates 'AA-';

     -- $6,372,000 class M-3 certificates 'A';

     -- $5,597,000 class M-4 certificates 'BBB+';

     -- $2,152,000 class M-5 certificates 'BBB';

     -- $2,583,000 class M-6 certificates 'BBB-';

     -- $4,650,000 class B-1 certificates 'BB'.

The 'AAA' rating on the class A certificates reflects the 26.3%
credit enhancement provided by the 7.25% class M-1, the 2.20%
class M-2, the 3.70% class M-3, the 3.25% class M-4, the 1.25%
class M-5, the 1.50% class M-6, and the 2.70% class B-1, along
with 4.45% fully funded overcollateralization.  In addition, the
ratings on the certificates reflect the quality of the underlying
collateral, and Fitch's level of confidence in the integrity of
the legal and financial structure of the transaction.

The mortgage pool consists of fixed- and adjustable-rate mortgage
loans secured by first and second liens on one- to four-family
residential properties, with an aggregate principal balance of
$172,225,515.  As of the cut-off date, Oct. 1, 2006, the mortgage
loans had a weighted average loan-to-value ratio of 75.5% on first
liens and 101.8% on second liens, weighted average coupon of
8.018% and an average principal balance of $190,094. Single-family
properties account for approximately 78.4% of the mortgage pool,
two- to four-family properties 7.4%, and condos 6.4%.  The three
largest state concentrations are California (25.5%), New York
(12.6%), and Florida (7.7%).

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

Credit Suisse First Boston Mortgage Securities Corp. deposited the
loans into the trust, which issued the certificates, representing
beneficial ownership in the trust.  For federal income tax
purposes, the Trust will consist of multiple real estate mortgage
investment conduits.  U.S. Bank National Association will act as
trustee.  Select Portfolio Servicing, Inc., rated 'RSS2' will act
as Servicer for this transaction.


DBO HOLDINGS: S&P Rates Proposed $1.275 Bil. Senior Loan at 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating and stable outlook to Collingswood, N.J.-based
tubular products manufacturer DBO Holdings Inc.

At the same time, Standard & Poor's assigned its 'BB' bank loan
rating, two notches above the corporate credit rating, and '1'
recovery rating to the company's proposed $450 million senior
secured revolving credit facility, indicating expectations of full
recovery of principal in the event of a payment default.

Standard & Poor's also assigned its 'B+' bank loan rating, the
same as the corporate credit rating, and '3' recovery rating to
the company's proposed $1.275 billion senior secured term loan,
indicating expectations of meaningful (50%-80%) recovery of
principal in the event of a payment default.

"The ratings on DBO Holdings reflect the cyclical nature of the
company's end markets, its sole reliance on nonresidential
construction spending, and aggressive financial leverage," said
Standard & Poor's credit analyst Dominic D'Ascoli.

"Ratings also reflect the company's good market position, its low
capital expenditure requirements, its highly variable cost
structure, and currently good market conditions."

Proceeds from the proposed facilities will be used to fund the
acquisition of Atlas Tube Inc. and a smaller U.S. tubular goods
manufacturer, the name of which has not been publicly disclosed,
with John Maneely Co.

Standard & Poor's expect that the transactions will close before
year-end.


DURA AUTOMOTIVE: Taps Kirkland & Ellis as Bankruptcy Counsel
------------------------------------------------------------
DURA Automotive Systems Inc. and its debtor affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Kirkland & Ellis as their bankruptcy counsel,
under a general retainer, nunc pro tunc Oct. 30, 2006.

Keith Marchiando, chief financial officer of Dura Automotive
Systems, Inc., tells the Court that Kirkland has been actively
involved in major reorganization cases, and has represented
several debtors, including W.R. Grace & Co., Harnischfeger Indus.,
Inc., Musicland Holding Corp., Leaseway Motorcar Transport
Company, Calpine Corp., Collins & Aikman Corp., Tower Automotive
Inc., and UAL Corp.

Mr. Marchiando discloses that Kirkland has been counsel to the
Debtors on a number of matters for ten years, including the
preparation of their Chapter 11 filings, and, accordingly, will be
able to quickly respond to any issues that may arise during the
Reorganization Cases.

Specifically, Kirkland will:

    (a) advise the Debtors with respect to their powers and duties
        as debtors-in-possession in the continued management and
        operation of their business and properties;

    (b) attend meetings and negotiate with representatives of
        creditors and other parties in interest;

    (c) take all necessary action to protect and preserve the
        Debtors' estates, including prosecuting actions on the
        Debtors' behalf, defending any action commenced against
        the Debtors, and representing the Debtors' interests in
        negotiations concerning all litigation in which the
        Debtors are involved;

    (d) prepare all motions, applications, answers, orders,
        reports, and papers necessary to the administration of the
        Debtors' estates;

    (e) take any necessary action on behalf of the Debtors to
        obtain approval of a disclosure statement and confirmation
        of the Debtors' plan of reorganization;

    (f) represent the Debtors in connection with obtaining
        financing after its filing for Chapter 11 protection;

    (g) advise the Debtors in connection with any potential sale
        of assets;

    (h) appear before the Court, any appellate courts, and the
        U.S. Trustee, and protect the interests of the Debtors'
        estates before the courts and the U.S. Trustee; and

    (i) perform all other necessary legal services to the Debtors
        in connection with the Reorganization Cases, including:

        * analyze the Debtors' leases and executory contracts and
          their assumption or assignment;

        * analyze the validity of liens against the Debtors; and

        * advise on corporate, litigation, environmental, and
          other legal matters.

Kirkland will be paid based on the firm's standard hourly rates:

          Professional               Hourly Rate
          ------------               ------------
          Partners                   $425 to $950
          Counsel                    $325 to $740
          Associates                 $245 to $540
          Paraprofessionals           $90 to $280

Nineteen professionals are expected to have primary
responsibility for providing services to the Debtors:

          Lyndon E. Norley                   $975
          Richard M. Cieri                   $825
          Todd F. Maynes, P.C,               $795
          Partha Kar                         $775
          Marc Kieselstein, P.C.             $745
          Dennis M. Myers, P.C.              $745
          Natasha Watson                     $610
          Maureen Sweeney                    $575
          Dr. Bernd Meyer-Lowy               $575
          Roger J. Higgins                   $545
          David A. Agay                      $545
          Leo Plank                          $525
          Ryan Blaine Bennett                $510
          Michelle Mulkem                    $430
          Uday Gorrepati                     $355
          Joy Lyu Monahan                    $350
          Kathryn Koenig                     $350
          Thad Davis                         $325
          Lauren Hawkins                     $295

The Debtors will reimburse Kirkland for necessary out-of-pocket
expenses.

Marc Kieselstein, Esq., a partner at Kirkland, informs the Court
that in August 2006, the Debtors advanced $400,000 to Kirkland as
a retainer.  In September, the Debtors advanced a further $900,000
as an increase to the retainer.  The Debtors have since then
replenished the retainer to $500,000 on a weekly basis.

Mr. Marchiando adds that Kirkland received payments for
professional services performed in the 90 days prior to the
Petition Date, and additional amounts for the reimbursement of
reasonable and necessary expenses incurred.  The Debtors have
agreed that fees, after the date of filing for Chapter 11
protection, are an advance payment and not a retainer.

As of Oct. 30, 2006, the Debtors do not owe Kirkland any amounts
for legal services rendered prior to the bankruptcy filing.

Mr. Kieselstein assures the Court that his firm is a
"disinterested person," as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b) Kirkland
does not hold or represent an interest adverse to the Debtors or
their estates, Mr. Kieselstein adds.

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

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


DURA AUTOMOTIVE: Taps Richards Layton as Local Counsel
------------------------------------------------------
DURA Automotive Systems, Inc. and its debtor affiliates, seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Richards, Layton & Finger, P.A., as their local
counsel, general co-counsel, and conflicts counsel, nunc pro tunc
to Oct. 30, 2006.

Keith Marchiando, chief financial officer, explains that granting
the application will avoid unnecessary litigation and reduce the
overall expense of administering the Debtors' bankruptcy cases.

Mr. Marchiando relates that RL&F, a Delaware counsel, has
extensive experience and knowledge in the field of debtors' and
creditors' rights and business reorganizations under Chapter 11 of
the Bankruptcy Code.

Moreover, Mr. Marchiando says RL&F has become familiar with the
Debtors' business and affairs and many of the potential legal
issues that may arise in the context of their Chapter 11 cases.

RL&F will:

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

    * take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiation of di8sputes in which
      the Debtors are involved, and the preparation of objections
      to claims filed against the Debtors' estates;

    * prepare and pursue confirmation of the Debtors' plan,
      approval of that plan, and approval of the Debtors'
      disclosure statement;

    * prepare necessary applications, motions, answers, order,
      reports, and other legal papers on behalf of the Debtors;

    * appear in Court and protect the interests of the debtors
      before the Court; and

    * perform all other legal services for the Debtors that may be
      necessary and proper in the bankruptcy proceeding.

The firm will be paid based on their customary hourly rates.  The
principal attorneys and paralegals presently designated to
represent the Debtors and their hourly rates are:

          Directors                  $390 to $605
          Mark D. Collins                    $520
          Daniel J. DeFranceschi             $465

          Associates                 $210 to $350
          Jason M. Madron                    $270
          Mark Kurtz                         $225

          Paralegals                 $125 to $180
          Ann Jerominski                     $165
          Rebecca V. Speaker                 $165

The Debtors will reimburse RL&F for necessary out-of-pocket
expenses.

Mr. Marchiando discloses that RL&F has received a $193,638
retainer as an advance against expenses for services to be
performed in the preparation and prosecution of the Debtors'
Chapter 11 cases, which will be applied to postpetition allowances
of compensation and reimbursement of expenses.

Daniel J. DeFranceschi, a director of RL&F, assures the Court that
his firm is "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code.  RL&F does not hold or
represent an interest adverse to the Debtors or their estates,
Mr. DeFranceschi says.

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

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


EMMIS COMMS: Declares $4/Share Special Dividend to Common Holders
-----------------------------------------------------------------
Emmis Communications Corporation's Board of Directors has declared
a special cash dividend of $4 per share payable pro rata to all
holders of the Company's common stock, with a record date of
Nov. 12, 2006 and a payment date of Nov. 22, 2006.

"The $4 per share dividend, the first dividend on our common stock
in Emmis' 25 year history, demonstrates our commitment to creating
shareholder value and our enthusiasm about what lies ahead for our
core radio and publishing businesses," Emmis chairman and chief
executive officer Jeff Smulyan said.

The company announced Sept. 18 that its Board had directed
management to take the necessary steps for the special dividend to
be declared.  The company expects the dividend to be treated for
tax purposes as approximately 35% return of capital and 65%
dividend.  

Indianapolis, Ind.-based Emmis Communications Corporation (NASDAQ:
EMMS) -- http://www.emmis.com/-- is a diversified media firm with  
radio broadcasting, television broadcasting, and magazine
publishing operations.  Emmis owns 22 FM and 2 AM domestic radio
stations serving New York, Los Angeles, and Chicago as well as St.
Louis, Austin, Indianapolis and Terre Haute, Indiana.  In
addition, Emmis owns a radio network, international radio
interests, two television stations, regional and specialty
magazines, and ancillary businesses in broadcast sales and
publishing.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Moody's Investors Service downgraded Emmis Communications Corp.'s
Corporate Family rating from Ba3 to B1 and assigned a B1 rating to
the $600 million senior secured credit facilities of Emmis'
subsidiary, Emmis Operating Company.

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Emmis Communications Corp. and subsidiary Emmis
Operating Co. by one notch, to 'B' and S&P assigned its 'B' bank
loan rating to Emmis Operating's $600 million secured credit
facility.


ENTERGY NEW ORLEANS: Bankruptcy Clerk Records 14 Claim Transfers
----------------------------------------------------------------
The Bankruptcy Clerk of the U.S. Bankruptcy Court for the Eastern
District of Louisiana has recorded 14 claim transfers in Entergy
New Orleans Inc. and its debtor-affiliates' chapter 11 cases, as
of Nov. 2, 2006:

   Creditor                  Transferee           Claim Amount
   --------                  ----------           ------------
   Formed Plastics           Trade-Debt.Net Inc.          $212
   Inc.

   Roussel Welding &         Trade-Debt.Net Inc.
   Metal Works Inc.                                        185

   Magnus Entergy            Deutsche Bank           2,226,291
   Marketing, Ltd.           Securities, Inc.

   CNP Houston Electric      Entergy Services, Inc.    184,653
   LLC, a/k/a/
   CenterPoint Energy

   Capital Electric          ESI                          
   Builders, Inc.                                       95,331

   Coral Power, L.L.C.       Cottonwood Energy         787,827
                             Company LP

   Professional Shorthand    ESI
   Reporters                                     not disclosed

   Chain Electric            ESI
   Company                                              41,652

   Killen Contractors, Inc.  ESI                        15,230
   Inc.

   Alliance Reporting, Inc.  ESI                 not disclosed

   D.M.T., Inc.              ESI                 not disclosed

   NRG Power                 Hain Capital            3,679,190
   Marketing, Inc.           Holdings, LLC

   Osmose Utilities          Hain Capital              117,327
   Services, Inc.            Holdings

   Don Bohn Ford Inc.        Trade-Debt.Net Inc.         3,277

The claims transfer notices were filed by:

   -- Trade-Debt.Net Inc.
      P.O. Box 1487
      West Babylon, NY 11704

   -- Deutsche Bank Securities, Inc.
      60 Wall Street, 3rd Floor
      New York, NY 10005

   -- Entergy Services, Inc.
      c/o Alan H. Katz
      P.O. Box 61000
      New Orleans, LA 70161

   -- Cottonwood Energy Company LP
      35 Corporate Drive, 4th Floor
      Burlington, MA 01803

   -- Hain Capitol Holdings, LLC
      301 Route 17, 6th Floor
      Rutherford, NJ 07070

The Court has approved the transfer of the claims of Formed
Plastics, Roussel Welding, CNP Houston, Coral Power and
Professional Shorthand.

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


EQUISTAR CHEMICALS: 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
Equistar Chemicals LP.

Additionally, Moody's 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
   ----------            -------  -------  ------   ----------

   $700 Million
   10.125% Senior
   Unsecured Notes
   Due Sept. 2008           B1      B1      LGD4        64%

   $600 Million
   8.75% Senior
   Unsecured Notes
   Due Feb. 2009            B1      B1      LGD4        64%

   $700 Million
   10.58% Senior
   Unsecured Notes
   Due May 2011             B1      B1      LGD4        64%

   $150 Million
   7.55% Senior
   Unsecured Debentures
   Due Feb. 2026            B1      B1      LGD4        64%

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, Equistar Chemicals LP is engaged
in the production of basic chemicals, such as polyethylene, in
North America.


FLEXTRONICS INT'L: Earns $184.8 Mil. in Second Qtr. Ended Sept. 30
------------------------------------------------------------------
Flextronics International Ltd. filed its financial statements for
the second quarter ended Sept. 30, 2006, with the Securities and
Exchange Commission on Nov. 8, 2006.

For the three months ended Sept. 30, 2006, the Company reported
$184.870 million of net income compared with a $2.447 million net
loss in the comparable quarter of 2005.

                             Net Sales

Net sales during the three months ended Sept. 30, 2006, totaled
$4.7 billion, representing an increase of $894.3 million over the
three months ended Sept. 30, 2005.

Net sales during the three months ended Sept. 30, 2006, increased
by $721.1 million and $239.2 million in Asia and the Americas,
respectively, offset by a decline of $66 million in Europe.

Overall, the increase in net sales was primarily attributable to:

   -- an increase of $514.2 million in the mobile communications
      market due to new program wins from various customers,

   -- an increase of $154.9 million to customers in the
      infrastructure market,

   -- an increase of $121.2 million to customers in the
      industrial, medical, automotive and other markets,

   -- an increase of $59.5 million to customers in the computing
      market, and

   -- an increase of $44.5 million to customers in the consumer
      digital market.

Net sales during the six months ended Sept. 30, 2006, totaled
$8.8 billion, representing an increase of $1.1 billion over the
six months ended Sept. 30, 2005.

Net sales during the six months ended Sept. 30, 2006, increased by
$1.2 billion and $335.2 million in Asia and the Americas,
respectively, offset by a decline of $373.6 million in Europe.

Overall, the increase in net sales was primarily attributable to:

   -- an increase of $732.8 million in the mobile communications
      market due to new program wins from various customers,

   -- an increase of $181.4 million to customers in the
      industrial, medical, automotive and other markets, and

   -- an increase of $119.6 million to customers in the computing
      market,

   -- an increase of $114.5 million to customers in the
      infrastructure market, offset by a decrease of $18 million
      to customers in the consumer digital market.

The Company's 10 largest customers during the three months ended
Sept. 30, 2006, and 2005 accounted for approximately 68% and 62%
of net sales, respectively, with Hewlett-Packard and Sony-Ericsson
each accounting for greater than 10% of its net sales.

The Company's 10 largest customers during the six months ended
Sept. 30, 2006, and 2005 accounted for approximately 67% and 63%
of net sales, respectively, with Hewlett-Packard and Sony-Ericsson
each accounting for greater than 10% of its net sales.

                       Restructuring Charges

Historically, the Company initiated a series of restructuring
activities, which were intended to realign its global capacity and
infrastructure with demand by its OEM customers and improve its
operational efficiency.

These activities included:

   -- reducing excess workforce and capacity;

   -- consolidating and relocating certain manufacturing
      facilities to lower-cost regions; and

   -- consolidating and relocating certain administrative
      facilities.

The restructuring costs were comprised of employee severance,
costs related to leased facilities, owned facilities that were no
longer in use and were to be disposed of, leased equipment that
was no longer in use and was to be disposed of, and other costs
associated with the exit of certain contractual agreements due to
facility closures.

The overall impact of these activities was that the Company
shifted its manufacturing capacity to locations with higher
efficiencies and, in most instances, lower costs, resulting in
better utilization of its overall existing manufacturing capacity.

This enhances its ability to provide cost-effective manufacturing
service offerings, which enables the Company to retain and expand
its existing relationships with customers and attract new
business.

Although the Company believes it is realizing its anticipated
benefits from these efforts, it continues to monitor its
operational efficiency and capacity requirements and may utilize
similar measures in the future to realign its operations relative
to future customer demand, which may materially affect its results
of operations in the future.

The Company believes that the potential savings in cost of goods
sold achieved through lower depreciation and reduced employee
expenses as a result of its restructurings will be offset in part
by reduced revenues at the affected facilities.

During the three and six months ended Sept. 30, 2006, the Company
recognized charges of approximately $96.2 million related to the
impairment, lease termination, exit costs and other charges
primarily related to the disposal and exit of certain real estate
owned and leased by the Company in order to reduce its investment
in property, plant and equipment.

During the three and six months ended Sept. 30, 2006, charges
recognized by reportable geographic region amounted to
$59 million, $22.5 million, and $14.7 million for the Americas,
Asia and Europe, respectively.

Approximately $95.7 million of the charges were classified as a
component of cost of sales during the three and six months ended
Sept. 30, 2006.

During the three and six months ended Sept. 30, 2005, the Company
recognized restructuring charges of approximately $50.3 million
and $83 million, respectively.

During the three months ended Sept. 30, 2005, restructuring
charges recognized by reportable geographic region amounted to
$14.6 million and $35.7 million for the Americas and Europe,
respectively.

During the six months ended Sept. 30, 2005, restructuring charges
recognized by reportable geographic region amounted to
$27.3 million and $55.7 million for the Americas and Europe,
respectively.

During the three months ended Sept. 30, 2005, involuntary employee
terminations identified by reportable geographic region amounted
to 388 and 607 for the Americas and Europe, respectively.

During the six months ended Sept. 30, 2005, involuntary employee
terminations identified by reportable geographic region amounted
to 453 and 2,257 for the Americas and Europe, respectively.

Approximately $38.5 million and $66 million of the restructuring
charges were classified as a component of cost of sales during the
three and six months ended Sept. 30, 2005, respectively.

                       Liquidity and Capital

As of Sept. 30, 2006, the Company had cash and cash equivalents of
$1 billion and bank and other borrowings of $1.7 billion,
including approximately $225 million outstanding under its various
credit facilities.

These credit facilities are subject to compliance with certain
financial covenants.  As of Sept. 30, 2006, the Company was in
compliance with the covenants under its indentures and credit
facilities.

Working capital as of Sept. 30, 2006, and March 31, 2006, was
approximately $1 billion and $938.6 million, respectively.

Cash used in operating activities amounted to $49.2 million during
the six months ended Sept. 30, 2006.  Cash provided by operating
activities amounted to $432.9 million during the six months ended
Sept. 30, 2005.

At Sept. 30, 2006, the Company's balance sheet showed
$12.409 million in total assets, $6.752 million in total
liabilities, and $5.656 million in total shareholders' equity.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?14b3

                  About Flextronics International

Headquartered in Singapore, Flextronics International Ltd. --
http://www.flextronics.com/-- provides electronics   
manufacturing services through a network of facilities in over
30 countries worldwide.  The company delivers complete design,
engineering, and manufacturing services to aerospace, automotive,
computing, consumer digital, industrial, infrastructure, medical
and mobile original equipment manufacturers.

                           *     *     *

Moody's Investors Service confirmed Flextronics International
Ltd.'s Ba1 Corporate Family Rating in connection with the rating
agency's implementation of its new Probability-of-Default and
Loss-Given-Default rating methodology.


FLEXTRONICS INTERNATIONAL: Shareholders Okays 2001 Plan Changes
---------------------------------------------------------------
Shareholders of Flextronics International Ltd. have approved the
amendments to the Company's 2001 Equity Incentive Plan during
their 2006 Annual General Meeting held last month.

The amendments to the 2001 Plan provides:

   a. the elimination of the 2-million share sub-limit on the
      number of ordinary shares subject to stock bonus awards
      that may be outstanding at any time during the term of the
      2001 Plan;

   b. the modification of the automatic option grant to non-
      employee directors so that the option grant will not be
      pro-rated based on the service of the director during the
      prior 12 months; and

   c. the increase of the share reserve by 5,000,000 ordinary
      shares to an aggregate of 32,000,000 ordinary shares (not
      including shares available under plans consolidated into
      the 2001 Plan).

Pursuant to the approval of Non-Employee Director Compensation
under Singapore law, the Company may only provide cash
compensation to its non-employee directors for their services
rendered with the prior approval from its shareholders at a
general meeting.  Accordingly, at the 2006 Annual Meeting, the
Company's shareholders approved the cash compensation
arrangements for the non-employee directors:

   a. annual cash compensation of $40,000, payable quarterly in
      arrears, for services rendered as a director;

   b. additional annual cash compensation of $10,000, payable
      quarterly in arrears to the Chairman of the Audit
      Committee (if appointed) of the Board of Directors for
      services rendered as Chairman of the Audit Committee; and

   c. additional annual cash compensation of $5,000, payable
      quarterly in arrears for participation on any standing
      committee of the Board of Directors.  The standing
      committees of the Board of Directors of the Company are
      currently the Audit, Compensation, Nominating and
      Corporate Governance, and Finance Committees.  The cash
      compensation for the directors of the Company approved at
      the 2006 Annual Meeting is unchanged from the amounts
      approved by the Company's shareholders at the 2005 Annual
      General Meeting of Shareholders.

Moreover, at the 2006 Annual Meeting, the Company's shareholders
also approved the amendment and restatement of the Company's
Articles of Association, which defines the rights of holders of
the Company's ordinary shares.  As a result of the shareholder
approval, which became effective on October 4, 2006, the
Company's Articles of Association were amended to:

   a. reflect certain changes made by the Singapore Companies
      (Amendment) Act 2005, including the elimination of the
      concepts of par value, share premium, shares issued at a
      discount and authorized share capital;

   b. provide for the holding of treasury shares and to
      modernize and streamline certain provisions to be more
      consistent with, and take greater advantage of, the
      Singapore Companies Act, as amended; and

   c. re-word a number of provisions in order to improve clarity
      and readability.  

Headquartered in Singapore, Flextronics International Ltd. --
http://www.flextronics.com/-- provides electronics   
manufacturing services through a network of facilities in over
30 countries worldwide.  The company delivers complete design,
engineering, and manufacturing services to aerospace, automotive,
computing, consumer digital, industrial, infrastructure, medical
and mobile original equipment manufacturers.

                           *     *     *

Moody's Investors Service confirmed Flextronics International
Ltd.'s Ba1 Corporate Family Rating in connection with the rating
agency's implementation of its new Probability-of-Default and
Loss-Given-Default rating methodology.


FLYI INC: Inks Claim Settlement Agreement with UAL Insurers
-----------------------------------------------------------
Independence Air Inc. and FLYi Inc. advise the U.S. Bankruptcy
Court for the District of Delaware that they have reached an
agreement with AIG Aviation; United States Aviation Underwriters,
Inc.; and United States Aircraft Insurance Group pursuant to the
order establishing procedures for the settlement and payment of
certain categories of claims and controversies

The parties settle an action the Debtors and their insurers
initiated against the insurers of United Air Lines, Inc., and
certain related parties with respect to an October 2004 collision
involving the Debtors' aircraft and United Air Lines' bus at
O'Hare International Airport, in Chicago, Illinois.

The entire settlement amount, including the amount received by the
Debtors' insurer for amounts that it paid to the Debtors to cover
the Debtors' loss, is $1,400,000.  The portion of the settlement
amount to be paid to the Debtors is $148,400.

The Debtors were seeking recovery of the $250,000 deductible that
they had to pay under the applicable insurance policy to cover
their loss.

No general unsecured claim will be allowed in connection with the
Settlement.  The Debtors will make no payment to any party.

Matthew B. Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates that the Settlement resolves claims
for property damage and repair costs to the Debtors' aircraft, but
does not include a release of the Debtors' claims to the loss of
revenue from the date of the incident until the aircraft was
repaired and returned to the Debtors' fleet.

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


FOAMEX INT'L: Wants Amended Plan Solicitation Procedures Approved
-----------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to:

   (i) approve the form and contents of their proposed
       solicitation package relating to their October 23, 2006
       First Amended Joint Plan of Reorganization and
       accompanying Disclosure Statement;

  (ii) approve the form and manner of notice of the hearing to
       consider confirmation of the Amended Plan;

(iii) establish a record date and approve procedures for
       distributing solicitation packages;

  (iv) approve the form of ballots;

   (v) establish a voting deadline for the receipt of ballots;

  (vi) approve procedures for tabulating acceptances and
       rejections of the Amended Plan; and

(vii) establish the deadline and procedures for filing
       objections to confirmation of the Plan.

In accordance with Rule 3017(c) of the Federal Rules of
Bankruptcy Procedure, the Debtors ask the Court to schedule the
hearing to consider the confirmation of the Amended Plan on
Jan. 18, 2007, at 9:30 a.m., prevailing Eastern Time.

The proposed Confirmation Hearing date is approximately 58 days
after the Debtors' anticipated date for the entry of an order
approving the Disclosure Statement.

Upon approval of the Disclosure Statement, the Debtors propose to
provide all creditors and equity security holders with the
distribution of solicitation packages, either the solicitation
package notice or the unimpaired party notice, setting forth:

   (a) the Court's approval of their Disclosure Statement,

   (b) the date of the Confirmation Hearing, and

   (c) the deadline and procedures for filing objections to Plan
       Confirmation.

The Debtors also propose to publish a notice of the time set for
the Confirmation Hearing and the filing of Plan Confirmation
Objections in their Web site -- http://www.foamex.com/-- and in  
The Wall Street Journal (National Edition), The New York Times
(National Edition), or USA Today (National Edition).

The Debtors will provide the Publication Notice in not less than
20 days before the Confirmation Hearing.

The Debtors ask the Court to deem their proposed procedures as
adequate notice of the Confirmation Hearing.

             Plan Confirmation Objection Procedures

In accordance with Rules 2002(b) and 2002(d), and to permit them
adequate time to respond to objections prior to the Confirmation
Hearing, the Debtors propose to establish Jan. 4, 2007, as the
deadline for filing written objections to the confirmation of the
Plan.

Plan Confirmation Objections must specify in detail:

   (i) the name and address of the objector,

  (ii) all grounds for the objection, and

(iii) the amount of the claims or other interests held by the
       objector.

                     Solicitation Package

Holders of Existing Common Stock and Existing Preferred Stock are
impaired under the Plan.  Pursuant to Rule 2002, the Debtors
propose to transmit by first class mail to equity security holders
entitled to vote on the Plan, a solicitation package containing
copies of these documents:

   (a) a written notice regarding, among others:

       * the Court's approval of the Disclosure Statement,
       * the deadline for voting on the Plan,
       * the Confirmation Hearing Date, and
       * the Confirmation Objection deadline.

       A full-text copy of the Debtors' proposed Solicitation
       Package Notice is available for free at:

       http://researcharchives.com/t/s?14a7

   (b) the Amended Plan;

   (c) the Disclosure Statement;

   (d) a ballot and a self-addressed return envelope to be used
       to return a completed Ballot.  A full-text copy of the
       Ballots is available for free at:

       http://researcharchives.com/t/s?14a8

   (e) the Court's order approving, inter alia, the Disclosure
       Statement; and

   (f) any other information as the Court may direct or approve.

The Debtors propose that they not be required to transmit a
Solicitation Package to the unimpaired classes of creditors --
holders of Administrative Claims, Priority Tax Claims, DIP
Financing Claims, Other Priority Claims, Other Secured Claims,
Senior Secured Note Claims, Senior Subordinated Note Claims,
General Unsecured Claims, Unliquidated Claims, Intercompany
Claims, Equity Interests in Surviving Debtor Subsidiaries and
Other Equity Interests in Foamex International.

Instead, the Debtors propose to mail, pursuant to Rule 2002(g), to
each holder of unimpaired claims under the Amended Plan, a notice
containing a brief summary of the Plan, including but not limited
to the non-debtor release provision contained in Article VIII of
the Amended Plan and the procedure for resolution of postpetition
interest disputes, and sets forth:

   (i) the Court's approval of the Disclosure Statement;

  (ii) the procedure by which the Unimpaired Parties may opt-out
       of the Non-Debtor Release;

(iii) the Confirmation Hearing Date; and

  (iv) the deadline and procedures for filing Plan Confirmation
       Objections.

A full-text copy of the Unimpaired Party Notice is available for
free at http://researcharchives.com/t/s?14a9

                          Record Date

The Debtors propose that the Court establish Nov. 15, 2006, as the
record date for the purposes of determining which equity security
holders are entitled to receive a solicitation notice and to vote
on the Plan, and for purposes of determining which creditors and
equity security holders are entitled to receive the Unimpaired
Party Notice.

Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, states that since the Disclosure Statement
Hearing is currently scheduled on Nov. 21, 2006, setting the
November 15 Record Date will enable the Debtors to timely expedite
the mailing of the Solicitation Packages.

The Debtors relate that typically, they are able to obtain the
list of holders of Existing Common Stock from the various bankers
and brokers and the Depository Trust Company in seven to 10 days.

                        Voting Deadline

The Debtors propose that all Ballots from a holder of a Claim or
Equity Interest in a Class entitled to vote must be properly
executed, completed, and delivered so as to be received by
Bankruptcy Services, LLC, the Debtors' solicitation and tabulation
agent, no later than 4:00 p.m., prevailing Eastern Time, on
January 4, 2007.

                Procedures for Ballot Tabulation

For the purpose of voting to accept or reject the Amended Plan,
the Debtors propose that these voting procedures and standard
assumptions be used in tabulating the Ballots:

   (a) Equity security holders must vote all of their interests
       within a particular class either to accept or reject the
       Plan.  A Ballot that partially rejects and partially
       accepts the Amended Plan will not be counted;

   (b) Ballots that fail to indicate an acceptance or rejection
       of the Amended Plan, or that indicate both acceptance and
       rejection of the Amended Plan, will not be counted even if
       properly executed or timely filed;

   (c) Only Ballots that are timely received with original
       signatures will be counted.  Facsimile or e-mail Ballots
       will not be counted unless the equity security holder
       receives the written consent of the Debtors;

   (d) If an equity security holder casts more than one Ballot
       voting the same equity interest prior to the Voting
       Deadline, the last Ballot received by BSI prior to the
       Voting Deadline will be deemed to reflect the voter's
       intent and will supersede all prior Ballots;

   (e) No Ballot will be counted if it is:

       * actually received after the Voting Deadline, unless the
         Debtors have granted in writing an extension of the
         Voting Deadline with respect to the equity security
         holder submitting that Ballot;

       * illegible or contains insufficient information to permit
         identification of the equity security holder, the amount
         of the equity interest or nature of the vote cast; or

       * cast by a person or entity that does not hold an equity
         interest in a class entitled to vote on the Plan; and

   (f) The Debtors may accept corrected Ballots to cure any
       defect after the Voting Deadline.

The Debtors also propose that all banks and brokerage firms
through which beneficial owners hold Existing Common Stock be
required to receive and summarize on a Master Ballot all
Beneficial Owner Ballots cast by the beneficial owners and timely
returned.

The banks and brokerage firms will deliver the Master Ballots and
copies of the Beneficial Owner Ballots to BSI no later than the
Voting Deadline.  Beneficial Owner Ballots delivered directly to
BSI will not be counted.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of  
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 32; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FOAMEX INT'L: Wants Cure Amount Determination Protocol Established
------------------------------------------------------------------
To aid in the implementation of their First Amended Joint Plan of
Reorganization, Foamex International Inc. and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to establish:

   (i) a procedure for determining cure amounts; and

  (ii) a deadline for objections relating to contracts and leases
       that may be assumed pursuant to the Plan.

Under the Debtors' Amended Joint Plan of Reorganization, certain
executory contracts and unexpired leases will be assumed as of,
and subject to, the effective date of the Plan, Joseph M.
Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates.

The Amended Plan and Section 365(b) of the Bankruptcy Code require
the Debtors to cure or provide adequate assurance that they will
promptly cure existing defaults under that executory contracts and
unexpired leases.

According to Mr. Barry, establishing the amounts to be paid in
satisfaction of all the cure obligations is an important element
of Plan confirmation and feasibility.

To facilitate a prompt resolution of cure disputes and objections
relating to the assumption of the agreements, the Debtors propose
these deadlines and procedures:

   (a) The Debtors will serve a notice of:

       * possible assumption of contracts and leases,
       * fixing of cure amounts, and
       * deadline to object to the assumption,

       on the non-debtor parties to all executory contracts and
       unexpired leases to be assumed under the Amended Plan
       within 10 business days after the Court approves the
       Disclosure Statement and the Solicitation Procedures.  
       Among others, the Cure Notice will set forth the amount
       which the Debtors believe must be paid in order to cure
       all monetary defaults under each of the Subject Contracts;

   (b) The non-debtor parties to the Subject Contracts will have
       14 days after service of the Cure Notice to object to the:

       * Cure Amounts listed by the Debtors and propose
         alternative cure amounts; or

       * proposed assumption of the Subject Contracts under the
         Amended Plan.

       If the Debtors amend the Contract Notice or any related
       pleading that lists the Subject Contracts to add a
       contract or lease, or to reduce the cure amount, the
       non-debtor party will have an additional 10 days after
       service of the amendment to object or to propose an
       alternative cure amount;

   (c) Objections to the proposed Cure Amounts, or the contract
       or lease assumptions must be served upon each of the
       Notice Parties by no later than 4:00 p.m., prevailing
       Eastern Time, on the Cure Objection Deadline.

       If a Cure Objection is timely filed and the parties are
       unable to settle it, the Court will determine the amount
       of any disputed Cure Amount, or objection to assumption,
       at a hearing to be held on December 21, 2006;

   (d) In the event no Cure Objection is timely filed:

       * the counterparty to the Subject Contract will be deemed
         to have consented to the assumption of the Subject
         Contract and the Cure Amount proposed by the Debtors;

       * the counterparty will be forever enjoined and barred
         from seeking any additional amounts on account of the
         Debtors' cure obligations under Section 365; and

       * upon the Effective Date, the Reorganized Debtors and the
         counterparty to the Subject Contract will have all the
         rights and benefits under that Subject Contract without
         the necessity of obtaining any party's written consent
         to the Debtors' assumption.

Mr. Barry assures the Court that the inclusion of the Subject
Contract in the Cure Notice is without prejudice to the Debtors'
right to modify their election to assume or reject that contract
before the entry of a final, non-appealable Court order deeming
the contract assumed or rejected.  Inclusion in the Cure Notice is
not a final determination that any Subject Contract will be
assumed, he adds.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 32; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: Raises 2007 Vehicle Prices Due to Increased Costs
-----------------------------------------------------------------
General Motors Corp. has raised prices on about one-third of its
2007 model-year vehicles in the United States to cover increased
costs for steel and other commodities, Reuters reports.

The price increases range from $60 to $425 per vehicle at an
average of about 0.5% increase per vehicle, affecting 239 of GM's
681 vehicle models and its variants, the report said.

                       About General Motors

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

                           *     *     *

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

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

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

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


GENERAL NUTRITION: Moody's Junks Rating on Proposed $325MM Notes
----------------------------------------------------------------
Moody's Investors service assigned a Caa1, LGD5, 87% rating to GNC
Parent Corporation's proposed $325 million note issue.  GNC Parent
Corp. ultimately owns General Nutrition Centers Inc.  Moody's also
affirmed the secured bank loan rating and corporate family rating
at Ba2 and the B2, respectively.

Per Moody's loss given default methodology and the capital
structure change, the senior notes and senior subordinated notes
were upgraded to Ba3 and B3, respectively.  Proceeds from the new
debt principally will be used to retire its PIK preferred stock
for $149 million and to pay a $190 million dividend.  

In conjunction with disclosing the new holding company debt, the
company also announced that it is exploring strategic alternatives
such as a sale of the company or an initial public offering.  
Affirmation of the corporate family rating reflects that
quantitative and qualitative debt reflects that credit risk
remains consistent with a B2 rating, in spite of the higher
leverage.

These are the newly assigned rating:

   -- $325 million notes issued by GNC Parent Corp. at Caa1,
      LGD5, 87%.

Ratings affirmed:

   -- Senior secured bank loan at Ba2, LGD1, 6%;
   -- Corporate family rating at B2;
   -- Probability of Default Rating at B2.

These ratings are upgraded:

   -- $150 million of 8.625% senior notes (2011) to Ba3, LGD3,
      31% from B1;

   -- $215 million of 8.5% senior subordinate notes (2010) to B3,
      LGD4, 64% from Caa1.

GNC's corporate family rating of B2 balances the company's
aggressive financial policy, weak credit metrics, and revenue
vulnerability to new product introductions against certain
qualitative aspects that have low investment grade or high non-
investment characteristics.  Weighing down the overall rating with
B characteristics are the company's shareholder enhancement policy
and credit metrics that have remained weak since the November 2003
leveraged buyout.  The ongoing challenges in matching changes in
consumer preferences for VMS products also constrain the ratings.

The company's geographic diversification and the relative lack of
cash flow seasonality have solidly investment grade scores, while
the company's scale and widespread consumer recognition of the GNC
name in the intensely competitive segment of vitamin, mineral, and
nutritional supplement retailing have Ba scores.

The stable rating outlook recognizes that the recent negative
trends in sales and operating profit have turned positive, and
that debt protection measures have progressed to levels that are
appropriate for a B rated credit.

The outlook also considers Moody's expectation that a material
portion of future discretionary cash flow will be applied to
balance sheet improvement.  A permanent decline in cash balances
or revolving credit facility availability that would result if
free cash flow fell below break-even, a return to declining store-
level operating performance, or an aggressive financial policy
action would cause the ratings to be lowered.  Given the sizable
contribution to operating profit from franchise royalties,
difficulties or closure of many franchisees also would negatively
impact the ratings.  

Specifically, debt to EBITDA sustained above 6.5x, EBIT to
interest expense below 1 time, or break-even free cash flow to
debt would cause ratings to be lowered.  In the near term, a
rating upgrade is unlikely.

Ratings could eventually move upward if the company establishes a
long-term track record of sales stability and improved margins,
the system expands both from new store development and existing
store performance, and if financial flexibility were to
sustainably strengthen such that EBIT coverage of interest expense
approaches 2 times, leverage falls toward 5 times, and Free Cash
to Debt rises to exceeds 5%.

General Nutrition Centers Inc., with headquarters in Pittsburgh,
Pennsylvania, retails and manufactures vitamins, minerals, and
nutritional supplements domestically and internationally through
about 5850 company operated and franchised stores.  Revenue for
the twelve months ending September 2006 approached $1.5 billion.


GOODYEAR TIRE: Posts $48 Million Net Loss in 2006 Third Quarter
---------------------------------------------------------------
Including $126 million in after-tax restructuring charges, The
Goodyear Tire & Rubber Company reported a net loss of $48 million
during the 2006 third quarter. Of those charges, $107 million is
related to the previously announced plan to close the Tyler,
Texas, tire plant.

Net income for the first nine months of 2006 was $28 million
compared to net income of $279 million during the year-ago period.  
Sales for the first nine months of 2006 were a record $15.3
billion, an increase of 3% from $14.8 billion in the 2005 period.

The results also reflect higher raw material costs of
$249 million, offset partially by $225 million of improved
price/mix, and lower tire volume.  During the period, the company
also recorded an after-tax gain of $10 million from a supplier
settlement, and after-tax expenses of $7 million share) related to
accelerated depreciation primarily for a previously announced
plant closure in New Zealand.  Net income in the 2005 quarter was
$142 million,

Goodyear reported third quarter sales of $5.3 billion, a record
for any quarter and a 6% improvement compared to the year-ago
period excluding the impact of businesses divested in 2005, and
despite the strategic decision to exit certain segments of the
private label tire business in North America.

Third quarter 2006 sales were driven by improved pricing and
product mix, particularly in North American Tire, and the
favorable impact of currency translation, estimated at $77
million.  All five of the company's tire businesses achieved sales
that were a record for any quarter.

Tire unit volume was 55.8 million units in the quarter, compared
to 58.4 million units in the 2005 period.  This 4% decrease was in
part a result of the company's move to exit certain segments of
the private label tire business in North America.  Revenue per
tire increased 8% compared to the third quarter of 2005.

"Despite ongoing market weakness in North America and record high
raw material costs, we continue to demonstrate the strength of our
business model changes and successful product portfolio," said
Chairman and Chief Executive Officer Robert J. Keegan.

"After a challenging first half, our European Union business
achieved year-over-year improvements in sales, units and segment
operating income.  Our key business strategies are also continuing
to drive excellent results in the Asia Pacific, Latin America and
Eastern Europe, Middle East and Africa tire businesses," he said.

"Although we are in the midst of a strike by the United
Steelworkers in North America, we continue to work hard for a
contract that is fair to all stakeholders and puts Goodyear on a
level playing field with our competitors," Keegan said.  "In the
meantime, we are executing on our contingency plans to continue
providing our customers with outstanding value, products and
services."

                          Segment Results

Third quarter total segment operating income was $313 million, a
decrease of 5% compared to $330 million in the 2005 period.  The
European Union; Eastern Europe, Middle East and Africa, and Asia
Pacific businesses each achieved segment operating income records.
Prior-year segment operating income benefited from $8 million
related to businesses divested in 2005.

North America

North American Tire's sales were a record for any quarter, and
increased 5% compared to the year-ago period excluding the impact
of divestitures in 2005, as a result of strong sales in the
chemical and other tire related businesses, and favorable price
and product mix, led by high-value Goodyear and Dunlop branded
tires.

Third quarter segment operating income was $19 million, compared
to $58 million in the prior year period, reflecting lower volume
resulting from reduced demand in the consumer replacement market,
the exit from the wholesale private label business, and higher
costs related to lower production.  Favorable price and product
mix of $103 million partially offset approximately $108 million in
higher raw material costs.  Segment operating income also
benefited from lower SAG expenses and higher operating income from
other tire related businesses.

Divestitures in 2005 reduced third quarter 2006 sales by
approximately $61 million, segment operating income by $8 million,
and volume by 200,000 units.

The 2005 quarter also included approximately $10 million of costs
associated with Hurricanes Katrina and Rita in the U.S. Gulf Coast
region.

European Union

European Union Tire's sales were a record for any quarter and 12%
higher than in the 2005 quarter, due primarily to improved pricing
and product mix, the impact of foreign currency translation,
estimated at $61 million, and higher volume.

Segment operating income was a third-quarter record.  The increase
primarily reflected improved pricing and product mix, as increased
sales of consumer replacement tires - especially winter tires -
compensated for a decline in OE unit sales. Lower SAG expense also
helped to partially offset higher raw material costs, estimated at
$66 million.

Eastern Europe

Eastern Europe, Middle East and Africa Tire's sales were a record
for any quarter and up 9% compared to the third quarter of 2005
due to improved pricing and product mix, and higher volume.  The
company estimates currency translation had a negative impact on
sales of approximately $10 million in the third quarter.

Segment operating income was a record for any quarter, and
represented a 20% improvement over 2005.  This gain was due to
improved pricing and product mix and higher volume.  These offset
higher raw material costs, estimated at $17 million.

Latin America

Latin American Tire's sales were a record for any quarter and
increased 9% compared to the prior-year period due to higher
volume, the favorable impact of currency translation, estimated at
$9 million, and favorable pricing and product mix.

Segment operating income was flat compared to the 2005 quarter, as
the approximately $7 million favorable impact of currency
translation, higher volume, and improved pricing and product mix,
were offset by higher raw material costs, estimated at
$26 million.

Asia Pacific

Asia Pacific Tire's sales were a record for any quarter and a 7%
increase compared to the 2005 period due to improved pricing and
product mix and favorable currency translation, estimated at
$2 million, partially offset by lower volume.

Segment operating income was a record for any quarter and a 17%
improvement compared to the 2005 quarter as a result of improved
pricing and product mix, offset in part by higher raw material
costs, estimated at $22 million, and lower volume.

Engineered Products

Engineered Products' third quarter 2006 sales decreased 9% due to
lower volume, primarily related to anticipated declines in
military sales.  This offset improved pricing and product mix, as
well as favorable currency translation of approximately $4
million.

Segment operating income increased 15% due primarily to a
favorable legal settlement with a supplier of approximately $10
million.  Pricing and product mix improved compared to the prior-
year quarter, but higher raw material costs, estimated at $10
million, and lower volume had a negative impact on results.

                        Contract Proposal

Goodyear disclosed that its bargaining team is returning to
Cincinnati in the hopes USW representatives will return to
discussions.  The company says its union proposal includes
provisions to protect employment levels at all tire manufacturing
plants other than Tyler, Texas, which the company has announced
the intention to close.  Also included is a proposal to contribute
$660 million to a Voluntary Employees Beneficiary Association, an
independent trust fund that would provide retiree health care
benefits to USW members and would eliminate the portion of
Goodyear's post-retirement health care obligations related to the
USW workforce.

                        About Goodyear Tire

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest  
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28 countries.
It has marketing operations in almost every country around the
world.  Goodyear employs more than 80,000 people worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2006,
Fitch Ratings placed The Goodyear Tire & Rubber Company on Rating
Watch Negative.  Goodyear's current debt and recovery ratings are
-- Issuer Default Rating (IDR) 'B'; $1.5 billion first lien credit
facility 'BB/RR1'; $1.2 billion second lien term loan 'BB/RR1';
$300 million third lien term loan 'B/RR4'; $650 million third lien
senior secured notes 'B/RR4'; Senior Unsecured Debt 'CCC+/RR6'.

As reported in the Troubled Company Reporter on Oct. 19, 2006,
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Goodyear Tire & Rubber Co. on CreditWatch with
negative implications because of the potential for business
disruptions and earnings pressures that could result from the
ongoing labor dispute at some of its North American operations.
Goodyear has total debt of about $7 billion.

As reported in the Troubled Company Reporter on Oct. 18, 2006,
Moody's Investors Service affirmed Goodyear Tire & Rubber
Company's B1 Corporate Family rating, but changed the outlook to
negative from stable.  At the same time, the company's Speculative
Grade Liquidity rating was lowered to SGL-3 from SGL-2.  These
rating actions reflect the increased operating uncertainty arising
from the ongoing United Steelworkers strike at Goodyear's North
American facilities, and the company's decision to increase cash
on hand by drawing-down $975 million under its domestic revolving
credit facility.


GOODYEAR TIRE: Outlines New Proposal for Workers on Strike        
----------------------------------------------------------
The Goodyear Tire & Rubber Company informed all striking
steelworkers, in a letter dated November 9, of its proposal to the
United Steelworkers of America.

The United Steelworkers struck Goodyear on October 5 after
refusing to further extend a three-year master contract with the
Company.  Following the July 22, 2006 termination of the master
contract, USW and Goodyear had agreed to a day-to-day extension of
the pact.

The master contract between the USW and Goodyear covers 14,000
workers at 12 U.S. plants in Akron, Ohio; Gadsden, Ala.; Buffalo,
N.Y., St. Marys, Ohio; Lincoln, Neb.; Topeka, Kan.; Tyler, Texas;
Danville, Va.; Marysville, Ohio; Union City, Tenn.; Sun Prairie,
Wis.; and Fayetteville, N.C.  Pursuant to the master contract, the
USW had agreed to the closure of Goodyear's Huntsville, Ala.
facility and wage, pension and health care cuts aimed at providing
Goodyear with additional financial flexibility.

As reported in the Troubled Company Reporter on Oct. 6, 2006, USW
executive vice president Ron Hoover commented that the union
struck because Goodyear had left it with no other option.  Mr.
Hoover said "we cannot allow additional plant closures after the
sacrifices we made three years ago to help this company survive."

                       Goodyear's Offer

Goodyear's package of proposals, as of November 9, would:

     -- preserve the current wage structure of every active
        associate in every circumstance, including those on layoff
        for less than two years;

     -- provide wage increases for some associates;

     -- continue 100% COLA for all current employees;

     -- maintain or improve current benefits package;

     -- restore service credit to current associates for the two-
        year pension freeze;

     -- protect all USW master agreement plants except Tyler;

     -- share profits on an ongoing basis;

     -- maintain the current Supplemental Unemployment Benefits
        program;

     -- maintain the current Supplemental Workers Compensation
        program, and;

     -- except in Gadsden, continue all current incentive programs
        on all incentive jobs for all current employees who are
        currently on incentive jobs.

USW has rejected this offer.  However, Goodyear urged individual
union members to decide for themselves whether to continue
supporting the strike.

Under the applicable terms of the 2003 master agreement, striking
workers are entitled to return to work at any time.  Goodyear said
associates who return to work prior to Jan. 3, 2007, will maintain
their company-provided benefits package beyond the Jan. 3, 2007
cut-off date.

                         Tyler Closure

In the same letter to the union members, Goodyear explained the
reasons behind its decision to close its facility in Tyler, Texas.

According to the company, the Tyler plant closure is related to
the company's exit from the extremely unprofitable wholesale
private label business.  Goodyear said the problem was getting
worse for the Tyler plant because of a continuous drop in demand
for the types of products made there, the ongoing flood of imports
from low-cost countries and rising raw material costs.  The
company explained that continuing the wholesale private label
business would mean less money available to modernize factories,
bring more new branded high value added products into production
at USW plants, fund pensions, provide retirement benefits and fund
marketing and other programs needed to continue its turnaround.

Goodyear also disputed allegations that the Tyler closure is the
first step in a grander plan to phase out the Company's North
American manufacturing operations and that it had been investing
disproportionately offshore.  The company assured its workers that
going forward, it is proposing minimum investments in USW master
plants of $447 million over the life of the contract.  The company
added that it has agreed to protect all plants, except for Tyler,
for the life of the agreement.

                     Retiree Medical Benefits

Goodyear also explained why it believes that establishing a trust
fund provides the best solution for retirees, Goodyear and all
stakeholders.

The Company said the intent of proposing an independent trust fund
is to make retiree benefits more secure as well as more affordable
in the long run, with the potential for retirees to keep pace
with, if not out-run, inflation.  According to Goodyear,
establishing a Voluntary Employees' Beneficiary Associations,
commonly called VEBA trusts, for Goodyear retirees would provide
increased security for current and future retirees.

Under the Company's current retiree medical benefits plan, there
is zero money currently set aside to provide and secure retiree
medical benefits. Under the new proposal, Goodyear would make a
contribution valued at $660 million to initiate the trust and
secure the benefits.

The only alternative to the VEBA trust is to continue the current
approach of providing retiree medical benefits.  However, Goodyear
warned that premiums will inevitably go higher and higher.  
According to the company, premiums are projected to exceed $200 in
2008 and reach nearly $350 in 2009 and will continue to increase
with medical inflation.

                       About Goodyear Tire

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest  
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28 countries.
It has marketing operations in almost every country around the
world.  Goodyear employs more than 80,000 people worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2006,
Fitch Ratings placed The Goodyear Tire & Rubber Company on Rating
Watch Negative.  Goodyear's current debt and recovery ratings are
-- Issuer Default Rating (IDR) 'B'; $1.5 billion first lien credit
facility 'BB/RR1'; $1.2 billion second lien term loan 'BB/RR1';
$300 million third lien term loan 'B/RR4'; $650 million third lien
senior secured notes 'B/RR4'; Senior Unsecured Debt 'CCC+/RR6'.

As reported in the Troubled Company Reporter on Oct. 19, 2006,
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Goodyear Tire & Rubber Co. on CreditWatch with
negative implications because of the potential for business
disruptions and earnings pressures that could result from the
ongoing labor dispute at some of its North American operations.
Goodyear has total debt of about $7 billion.

As reported in the Troubled Company Reporter on Oct. 18, 2006,
Moody's Investors Service affirmed Goodyear Tire & Rubber
Company's B1 Corporate Family rating, but changed the outlook to
negative from stable.  At the same time, the company's Speculative
Grade Liquidity rating was lowered to SGL-3 from SGL-2.  These
rating actions reflect the increased operating uncertainty arising
from the ongoing United Steelworkers strike at Goodyear's North
American facilities, and the company's decision to increase cash
on hand by drawing-down $975 million under its domestic revolving
credit facility.


GREENPOINT MORTGAGE: S&P Junks Rating on Cl. B-2 Securitized Debts
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
B-1 and B-2 from GreenPoint Mortgage Securities Inc.'s series
2003-1.  Concurrently, the rating on class B-1 is placed on
CreditWatch with negative implications.  In addition, ratings are
affirmed on four other classes of mortgage-backed securities from
this series, eight classes from GreenPoint Mortgage Loan Trust's
series 2004-1, and 156 classes from nine GreenPoint Mortgage
Funding Trust transactions.

The lowered ratings and CreditWatch placement on series 2003-1 are
based on deteriorating pool performance due to a large realized
loss that has reduced credit support.  The resulting credit
support for the most subordinate class, B-2, is 0.01%.  In
addition, projected losses based on the delinquency pipeline
suggest that this class will default.  Credit support for the
class above it, B-1, has also significantly eroded.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings on the securities.
Credit support for these transactions is provided through the
subordination of junior classes, overcollateralization, and excess
interest.  As of the Sept. 2006 remittance period, total
delinquencies ranged from 0.29% to 3.90%.  Cumulative realized
losses ranged from 0.00% for most of the transactions to 0.70%.

The collateral for these transactions primarily consists of
adjustable-rate mortgages and 15- or 30-year fixed-rate mortgages.  
GreenPoint Mortgage Funding Inc. either originated or acquired all
of the mortgages in these pools in accordance with its
underwriting standards.

                         Rating Lowered
                         --------------
                GreenPoint Mortgage Securities Inc.
                
                             Rating
                             ------

      Series         Class            To               From
      ------         -----            --               -----

      2003-1         B-2              CCC              B

         Rating Lowered And Put On Creditwatch Negative

               GreenPoint Mortgage Securities Inc.

                             Rating
                             ------
      Series         Class            To               From
      ------         -----            --               ----

      2003-1         B-1              B/Watch Neg      BB

                        Ratings Affirmed
                        ----------------

               GreenPoint Mortgage Securities Inc.

      Series         Class                             Rating
      ------         -----                             ------
     
      2003-1         A-1                               AAA
      2003-1         M-1                               AA
      2003-1         M-2                               A
      2003-1         M-3                               BBB

                 GreenPoint Mortgage Loan Trust




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

      2004-1         A, SP, A-R                        AAA
      2004-1         B-1                               AA
      2004-1         B-2                               A
      2004-1         B-3                               BBB
      2004-1         B-4                               BB
      2004-1         B-5                               B

                GreenPoint Mortgage Funding Trust

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

      2005-AR4       I-A-1, I-A-2a, I-A-2b, I-A-2b, I-A-3 AAA
      2005-AR4       II-A-1, II-A-2, III-A-1, III-A-2     AAA
      2005-AR4       IV-A-1a, IV-A-1b, IV-A-2, IV-A-3     AAA
      2005-AR4       X-1, X-2, X-3, X-4, R, IV-A-1b       AAA
      2005-AR4       M-X, M-1, M-2                        AA+
      2005- AR4       M-3, M-4                             AA
      2005-AR4       M-5                                  AA-
      2005-AR4       M-6                                  A+
      2005-AR4       B-1                                  A
      2005-AR4       B-2                                  BBB+
      2005-AR4       B-3                                  BBB
      2005-AR4       B-4                                  BB
      2005-AR4       B-5                                  B
      2005-AR5       I-A-1, I-A-2, I-X-1, I-X-2           AAA
      2005-AR5       II-A-1, II-A-2, II-X-1, II-X-2       AAA
      2005-AR5       II-X-3, III-A-1, III-A-2, III-X-1    AAA
      2005-AR5       IV-X-1, IV-X-2, IV-A-1, IV-A-2, R    AAA
      2005-AR5       M-X, M-1                             AA+
      2005-AR5       M-2                                  AA
      2005-AR5       M-3                                  AA-
      2005-AR5       M-4                                  A+
      2005-AR5       M-5                                  A
      2005-AR5       M-6                                  A-
      2005-AR5       B-1                                  BBB+
      2005-AR5       B-2                                  BBB
      2005-AR5       B-3                                  BBB-
      2005-AR5       B-4                                  BB
      2005-AR5       B-5                                  B
      2005-HE1       A-1A, A-1B, A-2, A-3, A-4, A-5       AAA
      2005-HE1       M-1                                  AA
      2005-HE1       M-2                                  AA-
      2005-HE1       M-3                                  A+
      2005-HE1       M-4                                  A
      2005-HE1       M-5                                  A-
      2005-HE1       M-6                                  BBB+
      2005-HE1       M-7                                  BBB
      2005-HE1       M-8                                  BBB-
      2005-HE1       B-1                                  BB+
      2005-HE1       B-2                                  BB
      2005-HE1       B-3                                  BB-
      2005-HE3       A-1                                  AAA
      2005-HE3       M-1                                  BB+
      2005-HE3       M-2                                  BB
      2005-HE4       I-A1                                 AAA
      2005-HE4       IIA-1a, II-A1b, II-A1c, II-A2c       AAA
      2005-HE4       III-A3c, III-A-4c                    AAA
      2005-HE4       M-1, M-2                             AA+
      2005-HE4       M-3                                  AA
      2005-HE4       M-4                                  AA-
      2005-HE4       M-5                                  A+
      2005-HE4       M-6                                  A
      2005-HE4       M-7                                  A-
      2005-HE4       M-8                                  BBB+
      2005-HE4       M-9                                  BBB
      2005-HE4       M-10, M-11                           BB+
      2005-HE4       B-1                                  BB
      2005-HE4       B-2                                  BB-
      2005-HY1       A-AIA, A-A1B, 2-A                    AAA
      2005-HY1       M-1                                  AA+
      2005-HY1       M-2                                  AA
      2005-HY1       M-3                                  A+
      2005-HY1       M-4                                  A
      2005-HY1       M-5                                  BBB
      2005-HY1       M-6                                  BBB-
      2005-HY1       M-7                                  BB+
      2006-AR1       A-1A, A-1B, A-2A, A-2B, A-3          AAA
      2006-AR1       M-1                                  AA+
      2006-AR1       M-2                                  AA
      2006-AR1       M-3                                  AA-
      2006-AR1       B-1                                  A
      2006-AR1       B-2                                  BBB
      2006-AR1       B-3                                  BBB-
      2006-AR2       I-A-1, I-A-1B, II-A-1, II-A-2, II-X  AAA
      2006-AR2       III-A-1, III-A-2, III-A-3            AAA
      2006-AR2       IV-A-1, IV-A-2, IV-A-3, IV-X         AAA
      2006-AR2       M-1                                  AA+
      2006-AR2       M-2                                  AA
      2006-AR2       M-3                                  AA-
      2006-AR2       B-1                                  A
      2006-AR2       B-2                                  BBB
      2006-AR2       B-3                                  BBB-
      2006-AR3       I-A, II-A-1, II-A-2                  AAA
      2006-AR3       III-A-1, III-A-2, III-A-3            AAA
      2006-AR3       IV-A-1, IV-A-2, IV-A-3, IV-X         AAA
      2006-AR3       B-1                                  AA+
      2006-AR3       B-2                                  AA
      2006-AR3       B-3                                  AA-
      2006-AR3       B-4                                  A+
      2006-AR3       B-5                                  A
      2006-AR3       B-6                                  BBB
      2006-AR3       B-7                                  BBB-


GREENWICH CAPITAL: Fitch Puts Low-B Ratings on Six Cert. Classes
----------------------------------------------------------------
Fitch assigns these ratings to Greenwich Capital Commercial
Mortgage Trust 2006-RR1:

     -- $429,619,000 class A-1 certificates 'AAA';
     -- $122,276,000 class A-2 certificates 'AAA';
     -- $16,524,000 class B certificates 'AA+';
     -- $9,914,000 class C certificates 'AA';
     -- $4,957,000 class D certificates 'AA-';
     -- $13,219,000 class E certificates 'A+';
     -- $5,783,000 class F certificates 'A';
     -- $14,872,000 class G certificates 'A-';
     -- $11,567,000 class H certificates 'BBB+';
     -- $4,957,000 class J certificates 'BBB';
     -- $6,609,000 class K certificates 'BBB-';
     -- $4,957,000 class L certificates 'BB+';
     -- $3,305,000 class M certificates 'BB';
     -- $2,479,000 class N certificates 'BB-';
     -- $3,304,000 class O certificates 'B+';
     -- $827,000 class P certificates 'B';
     -- $1,652,000 class Q certificates 'B-'.

Additional information is available through the new issue report
titled 'Greenwich Capital Commercial Mortgage Trust 2006-RR1',
available at http://www.derivativefitch.com/ and  
http://www.fitchratings.com/


H&A INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: H&A Investments Co., LLC
        2200 Mission Street
        San Francisco, CA 94110

Bankruptcy Case No.: 06-31054

Chapter 11 Petition Date: November 8, 2006

Court: Northern District of California (San Francisco)

Debtor's Counsel: William F. McLaughlin, Esq.
                  Law Offices of Robert A. Ward
                  1305 Franklin Street, Suite 301
                  Oakland, CA 94612
                  Tel: (510) 839-5333

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $50,000 to $100,000

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


HARROW STORES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Harrow Stores, Inc.
        270 Spagnoli Road
        Melville, NY 11747

Bankruptcy Case No.: 06-72860

Type of Business: The Debtor sells furniture.

Chapter 11 Petition Date: November 8, 2006

Court: Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Gerard R. Luckman, Esq.
                  Silverman Perlstein & Acampora LLP
                  100 Jericho Quadrangle, Suite 300
                  Jericho, NY 11753
                  Tel: (516) 479-6300
                  Fax: (516) 479-6301

Total Assets: $5,369,059

Total Debts:  $11,274,126

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Jenasaqua Realty Co.                       $951,478
270 Spagnoli Road
Melville, NY 11747

Johnny Weissmuller Pools                   $803,471
9000 River Road
Delair, NJ 08110

Doughboy Recreational                      $572,764
Dept. 120
P.O. Box 1000
Memphis, TX 38148

Jacuzzi Premium                            $539,901
14525 Monte Vista Avenue
Chino, CA 91710

Woodward Worldwide                         $505,786
P.O. Box 61874
Chicago, IL 60661

Mallin                                     $256,618
c/o Paul Septoff
4930 Sabal Palm Blvd. E
Tamarac, FL 33319

Dimplex                                    $165,639

Tropitone                                  $151,222

Casual Living Worldwide                    $142,688

AGIO International                         $117,061

L.B. International                         $115,172

Embassy Entertainment                      $109,582

Pacific Casual LLC                         $101,025

Lloyd Flanders                              $86,366

Bellini                                     $85,643

Erwin & Sons Direct Imp.                    $82,441

Advantage ESM Metro                         $79,225

120 Voice Road LLC                          $78,859

Swimline Corp.                              $72,984

Union-Transport Brokerage                   $71,144


HEXION SPECIALTY: 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
Hexion Specialty Chemicals Inc.

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

                                                    Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   $225 Million
   Guaranteed Senior
   Secured Revolving
   Credit Facility
   due 5/2011              B2       Ba3     LGD2       29%

   $50 Million
   Guaranteed Senior
   Secured Letter of
   Credit Facility
   due 5/2011              B2       Ba3     LGD2       29%

   $1.625 Million
   Guaranteed Senior
   Secured Term
   Loan due 5/2013         B2       Ba3     LGD2       29%

   $300 Million
   Float Rate
   Guaranteed Second
   Lien Senior
   Secured Notes
   due 7/2010              B3       B3      LGD5       77%

   $325 Million
   9.0% Guaranteed
   Second Lien
   Senior Secured
   Notes due 7/2014        B3       B3      LGD5       77%

   $114.8 Million
   9.2% Unsecured
   Debentures
   due 3/2021             Caa1     Caa1     LGD6       94%

   $246.8 Million
   7.875% Unsecured
   Notes due 2/2023       Caa1     Caa1     LGD6       94%

   $78.0 Million
   8.375% S.F.
   Debentures
   due 4/2016             Caa1     Caa1     LGD6       94%

   $34.0 Million
   Pollution Control
   Revenue Bonds
   Series 1992
   due 12/2009            Caa1      B3      LGD5       77%

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


HORNBECK OFFSHORE: S&P Rates Proposed $220 Million Notes at 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured rating to marine services firm Hornbeck Offshore
Services Inc.'s proposed $220 million, 1.625% convertible notes
due 2026.  At the same time, Standard & Poor's affirmed its 'BB-'
corporate credit rating on the company.

The outlook is stable.

Pro forma the proposed $220 million note offering, Covington, La.-
based Hornbeck is expected to have roughly $520 million of debt.

Hornbeck intends to use the proceeds for general corporate
purposes, including potential acquisitions and additional fleet
expansion, various costs associated with the offering, as well as
$63.3 million of the net proceeds to repurchase 1.8 million shares
of its common stock.

"The stable outlook reflects expectations that Hornbeck will fund
future fleet expansion through its existing liquidity and
operating cash flows," said Standard & Poor's credit analyst Paul
B. Harvey.  

"However, if Hornbeck pursues additional leveraging transactions,
including acquisitions or additional fleet growth, ratings would
face significant negative pressure," he continued.

Over the medium to long term, positive rating actions are likely,
if Hornbeck can significantly increase and diversify its fleet
without weakening its balance sheet.


HOUGHTON 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 B2 Corporate Family Rating for
Houghton International Inc.

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

                                                   Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   $90 Million
   Guaranteed Senior
   Secured Term
   Loan due 2011           B2       B2      LGD3       45%

   $25 Million
   Guaranteed Senior
   Secured Revolving
   Credit Facility
   due 2010                B2       B2      LGD3       45%

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 Valley Forge, Pennsylvania, Houghton
International Inc. manufactures oils and specialty chemicals for
lubrication in most of the big Midwestern industries:
metalworking, automotive, and steel.  Its products range from
aluminum and steel rolling lubricants to rust preventatives to
fire-resistant hydraulic fluids.  The FLUIDCARE division helps
manufacturers reduce costs through chemical management and
recycling.  It maintains more than 30 sales and manufacturing
facilities in North and South America, Europe, Africa, Australia,
and Asia.  The Company was founded in 1865.


HUNTSMAN 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
Huntsman International LLC.

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

                                                   Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   $650 Million
   Guaranteed Senior
   Secured Revolving
   Credit Facility
   due 7/2010              Ba3      Ba3     LGD3       31%

   $220 Million
   Guaranteed Senior
   Secured Term
   Loan B due 7/2012       Ba3      Ba3     LGD3       31%

   $296 Million
   11.625% Guaranteed
   Senior Secured
   Global Notes
   due 10/2010             Ba3      Ba3     LGD3       31%

   $300 Million
   9.875% Guaranteed
   Global Notes
   due 3/2009              B2       B2      LGD4       69%

   $150 Million
   9.875% Guaranteed
   Global Notes
   due 3/2009              B2       B2      LGD4       69%

   $198 Million
   11.5% Guaranteed
   Senior Global
   Notes due 7/2012        B2       B2      LGD4       69%

   EUR122.02 Million
   10.125% Senior
   Subordinated
   Notes due 7/2009        B3       B3      LGD6       91%

   EUR135 Million
   7.5% Senior
   Subordinated
   Notes due 1/2015        B3       B3      LGD6       91%

   EUR250 Million
   10.125% Senior
   Subordinated
   Notes due 7/2009        B3       B3      LGD6       91%

   $175 Million
   7.375% Senior
   Subordinated
   Notes due 1/2015        B3       B3      LGD6       91%

   $366.05 Million
   10.125% Senior
   Subordinated
   Notes due 7/2009        B3       B3      LGD6       91%

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 Salt Lake City, Utah, Huntsman International LLC
produces basic chemicals and petrochemicals like ethylene and
propylene.


INNOPHOS INVESTMENTS: 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
Innophos Investments Holdings Inc.

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

Issuer: Innophos Investments Holdings, Inc.

                                                   Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   $120 Million
   Flt. Rate
   Senior Notes
   due 2015               Caa2     Caa1     LGD5       89%

Issuer: Innophos Inc.

                                                   Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   $50 Million
   Senior Secured
   Revolving Credit
   Facility
   due 2009                B2       Ba2     LGD2       17%

   $220 Million
   Senior Secured
   Credit Facility
   Term Loan B
   due 2010                B2       Ba2     LGD2       17%

   $190 Million
   Senior Sub.
   Notes due 2013         Caa1      B3      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%).

Headquartered in Cranbury, New Jersey, Innophos Investments
Holdings Inc. produces phosphoric acid, phosphate-based salts and
acid and sodium tripolyphosphate for consumer and industrial
applications.


INSIGHT HEALTH: $191 Mil. Debt Write-Off Cues Moody's Junk Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded Insight Health Services
Corp.'s credit ratings.

The outlook is negative.

Moody's took these rating actions:

Ratings downgraded:

   -- $300 million, senior secured floating rate notes due 2011,
      to B2 from B1, LGD2, 27%

   -- Probability of Default Rating, to Caa1 from B3

   -- Corporate Family Rating, to Caa1 from B3

Ratings affirmed:

   -- $250 million, 9.875% senior subordinated notes due 2011,
      Caa2, LGD5, 83%

The outlook is negative.

The downgrades primarily reflect the company's continued poor
operating results in conjunction with a material write-off in
goodwill of nearly $191 million.  Moody's believes that the asset
impairment signals the expectation of significant incremental
reductions in revenues and cash flows as a result of overcapacity
in the industry, reductions in Medicare and third-party
reimbursements, competition from other mobile providers and by
equipment OEMs, industry-wide increases in technologists'
compensation and questionable management oversight.

Resultant free cash flow is expected to be materially negative and
financial leverage as measured by adjusted debt to EBITDA is
expected to readily exceed 7.0x during 2007.  Interest coverage,
already weak, is expected to further deteriorate.  These concerns
are reflected in the downgrade to a Caa1 Corporate Family Rating
and are underscored by the negative ratings outlook.

The negative outlook reflects Moody's concern with respect to the
company's negative revenue and EBITDA growth prior to the
implementation of reductions in Medicare reimbursements that take
effect Jan. 1, 2007.  It is Moody's expectation that Insight's
revenues and cash flow will come under further pressure as a
consequence of these reductions, particularly if there is material
follow-on by third party payors.

Moody's continues to be concerned about the highly competitive
nature of the industry, characterized by regional and national
companies as well as individual and group physician practices with
ready access to inexpensive equipment financing from OEMs as well
as the potential for incremental Medicare reimbursement cuts.

Further downward rating pressure could develop if there is a
decline in the company's ratio of adjusted free cash flow to debt
below a value of negative 4% or if the ratio of adjusted total
debt to EBITDA increases above 7.5x on a sustained basis.  Moody's
does not foresee an upgrade in the ratings in the near-term unless
there is a material reduction of debt or increase in equity
capital.

InSight, headquartered in Lake Forest, California, provides
diagnostic imaging and information, treatment and related
management services.


INTEGRATED HEALTH: Wants Until March 5 to Remove Civil Actions
--------------------------------------------------------------
IHS Liquidating LLC asks the Hon. Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware to further extend
the period within which it may file notices of removal with
respect to civil actions pending on the Petition Date, through and
including March 5, 2007.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, says IHS Liquidating needs more time to:

    * make fully informed decisions concerning removal of certain
      prepetition actions; and

    * ensure that it will not forfeit its rights under Section
      1452 of the Judiciary Procedures Code.

IHS Liquidating is still in the process of determining which
Prepetition Actions will be litigated or removed pursuant to Rule
9027(a) of the Federal Rules of Bankruptcy Procedure, Mr. Brady
notes.

IHS Liquidating has recently spent considerable time resolving
disputes with Baltimore County in Maryland and the United States
Trustee, Mr. Brady relates.  IHS Liquidating believes it is
prudent to preserve the bankruptcy estate's right to seek removal
until the analysis of those actions is complete.

IHS Liquidating is responsible for litigating, settling or
resolving disputed claims against the Debtors, some of which are
currently pending in various state courts and federal districts,
Mr. Brady further notes.  Majority of the Prepetition Actions have
been resolved through the claims reconciliation process, he adds.

Mr. Brady assures the Court that the rights of IHS Liquidating's
adversaries will not be prejudiced by an extension of the removal
deadline.  Any party to a Prepetition Action, which has been
removed, may seek remand of that Action to the state court
pursuant to Section 1452(b), Mr. Brady says.

Judge Walrath will hold a hearing to consider IHS Liquidating's
request on December 18, 2006, at 11:30 a.m.  IHS Liquidating's
removal period is automatically extended through the conclusion of
that hearing by application of Del.Bankr.LR 9006-2.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 108; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INTERSTATE BAKERIES: Trade Creditors Sell 140 Claims Totaling $12M
------------------------------------------------------------------
In June 2006, the Clerk of the U.S. Bankruptcy Court for the
Western District of Missouri recorded 140 claims transfers in
Interstate Bakeries Corporation and its debtor-affiliates' chapter
11 cases totaling $12,365,745 to:

   (a) Debt Acquisition Company of America V, LLC:

            Transferor                Claim Amount
            ----------                ------------
            Metro Packaging                 $9,034
            Jensen Trucking Service          5,095
            We Clean Janitorial              3,935
            RP Morrison Company              3,609
            Betts Truck Parts                2,215
            All Auto LLC                     2,089
            MTC Kenworth                     2,073
            Durand Chevrolet, Inc.           1,928
            Warner Candy Co., Inc.           1,905
            Environmental Resource           1,742
            SCS Refrigerated                 1,661
            Gail Bettencourt                 1,505
            New York Lim DCS                 1,457
            Rick Rogers                      1,146
            Uni-Chem                         1,129
            Hasler, Inc.                     1,022
            AmeriTemps, Inc.                   986
            Horizon Packaging                  972
            Anderson-Magruder                  893
            Estes Foods                        887
            Bradleys Truck Service             887
            OJS Service Company                859
            West-Link Corporation              825
            Freightliner                       825
            Pope Marketing                     816
            Wilson Way Glass                   808
            Kens Service Station               762
            Rays Janitorial                    750
            North Jackson Chevrolet            747
            Buffalo Truck Center               746
            John Hosley                        721
            State Building                     704
            Ad Pate and Co., Inc.              693
            Tomenko Truck Service              662
            Daily Bulletin                     645
            Philadelphia Chem-Dry              630
            Fleet Auto Electric                571
            Royal Crown Bottling               559
            Postal Express, Inc.               552
            Welchs Commercial                  540
            Gilbert Window                     516
            Kenosha News                       512
            Handling & Storage                 483
            Reese Dellorso                     455
            Ben Wikoff                         450
            XI Building Services               449
            Hampton Inn Helena                 441
            University Town                    440
            Holiday Inn                        432
            Gills Electric                     432
            Midwest Sheet Metal                400
            Justin Blackwell                   396
            Marks Pest Control                 387
            Superior Wash, Inc.                375
            TBS Office Automations             371
            Finley Janitorial                  367
            Consolidated Truck                 363
            DPI Sales & Mktg.                  357
            Marva Maid Dairy                   355
            Patsy Brooks                       350
            Sleep Inn Missoula                 335
            Taylors                            333
            ANACOMP                            325
            Air Conditioning Sales             321
            Universal AdCom                    310
            Bills Towing, Inc.                 304
            Rainbow Building                   300
            Transtar Industries                292
            Jerry Noble                        260
            John Gault Lawn                    250
            GVB Enterprises                    235
            Cloverleaf Farms                   234
            Ambest J&N Truck Stop              228
            Piggly Wiggly                      222
            De Four Radiator                   198
            Spic and Span, Inc.                195
            Bill Heard Chevrolet               194
            D&D Cleaning Services              191
            Rogers Telesystmes                 188
            Summers Towing                     180
            White Cloud Coffee                 175
            Accurate Welding                   170
            Trophy Magic                       168
            Utility Trailer Sales              167
            Laser Connection                   166
            A&M Glass                          158
            Midwest Fuel Injection             157
            Covington Foods                    156
            B&M Automotive                     154
            New Creations Curbing              144
            Advantage Waste                    135
            Regal Plastic Supply               134
            Comfort Zone, Inc.                 132
            Noland Corp.                       130
            Lamberts Coffee                    128
            Halbert Plumbing                   123
            Johnson Irrigation                 120
            EJ Harrison & Sons                 119
            The Pied Piper                     104
            Kens Coffee Service                103
            William Burks                      100
            Affiliated Environment             100
            Boykin & Son                        92
            Lakeside Pepsi Cola                 90
            Sergeant Locksmith                  88
            Center Glass                        87
            Marty Green                         80
            Federico Camancho Lawn              80
            Able Safe & Lock                    78
            Brunswick Key & Lock                77
            CSI Waste Services                  76
            Michael Smith                       70
            Hills True Value                    70
            Oasis Bottled Water                 69
            Carnells Garage                     65
            Tennessee Spring                    64
            Gaudin                              62
            Shine Master                        60
            Ferrel Gas                          60
            All Seasons Services                60
            Quaker City Auto Parts              56
            Ismael Montalvo                     54
            Great Falls Truck                   52
            Parkway Ford                        51

   (b) Madison Liquidity Investors 123, LLC, and Madison Niche
       Opportunities, LLC:

            Transferor                        Claim Amount
            ----------                        ------------
            Advantage Technologies                 $19,316
            Business Cards, Ltd.                     7,061
            Joseph M. Day Co.                        6,242
            Century Equipment                        3,530

   (c) 3V Capital Master Fund, Ltd.

            Transferor                        Claim Amount
            ----------                        ------------
            Madison Investment                  $6,150,240
            Madison Niche Opportunities            504,250
            Madison Niche Opportunities            146,008
            Madison Liquidity                       95,472

       3V Capital Master Fund, Ltd., has offices at 1 Greenwich
       Office Park North, 51 East Weaver Street, in Greenwich,
       Connecticut.  Contact person is Scott A. Stagg.

   (d) Pierce Diversified Strategy Master Fund, LLC

            Transferor                        Claim Amount
            ----------                        ------------
            Madison Liquidity                     $849,688
            Madison Niche Opportunities            121,965
            Madison Investment                      32,188

       Pierce Diversified Strategy Master Fund, LLC, has offices
       at 1 Greenwich Office Park North, 51 East Weaver Street,
       in Greenwich, Connecticut.  Contact person is Jason M.
       Alper.

The Court also recorded five claim transfers to:

   Transferee               Transferor              Claim Amount
   ----------               --------                ------------
   Varde Investment         Restoration Holdings      $4,075,397
   Houston Energy Service   Contrarian Funds, LLC        130,452
   Midwest Industrial       Hain Capital Holdings         79,775
   Paris Packaging, Inc.    Longacre Master Fund          66,546
   Aquila, Inc.             Michigan Gas Utilities            20

Restoration Holdings, Ltd., could be reached through Pamela
Lawrence, at 909 Third Avenue, 30th Floor, in New York, with
phone number (212) 350-1630.

Contrarian Funds, LLC, could be reached through Alpa Jimenez, at
411 West Putnam Avenue, Suite 225, in Greenwich, Conn., with
phone number (203) 862-8236.

Kathryn B. Bussing can be contacted for Michigan Gas Utilities at
P.O. Box 2176, in Scottsbluff, Nebraska.

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


INTERSTATE BAKERIES: Wants Railcar Purchase Option Sale Pact OK'd
-----------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Western District
of Missouri to:

   (a) enter into the Agreement to sell the Purchase Option to
       The Andersons, Inc.; and

   (b) assume the Leases, contingent upon the purchase and
       re-lease of the Railcars.

The Debtors lease 90 5,125-cubic capacity pressure discharge
covered hopper railcars from Chase Equipment Leasing Inc., fka
Banc One Leasing Corporation, pursuant to Master Rail Lease
Agreement No. 7783798 and three Lease Schedules.  The Debtors use
the Railcars to transport flour from certain of their suppliers.

The Railcar Leases are approaching the ends of their rental
terms.  Pursuant to the Leases, the Debtors have the option to
purchase the Railcars for fair market value, not exceeding 70% of
the original equipment cost, plus applicable taxes.  The Purchase
Option's cap of 70% of the original equipment cost equals
approximately $52,691 per Railcar.

The Debtors and the Suppliers are interested in continuing the
current use of the Railcars after the expiration of the Leases.  
The parties have agreed that the Suppliers will lease the
Railcars instead of the Debtors.

To implement the new arrangement, the Debtors issued Bid Requests
to leading railcar lessors and have subsequently received seven
bids.  The top three bidders were invited to participate in an
auction held on Oct. 9, 2006.  

During the Auction, The Andersons, Inc., increased its bid to
$66,750 per Railcar.  In addition, Andersons removed all of the
conditions, which the Debtors asked the bidders to remove from
their bid proposals.

After consultation with the Official Committee of Unsecured
Creditors and the Official Committee of Equity Security Holders,
the Debtors determined that Andersons' bid represented the best
bid for the Railcars, and consequently the best Sale Payment.

Thus, with the approval of Interstate Bakeries Corporation's
Board of Directors, the Debtors declared Andersons the winning
bidder.

                     The Settlement Agreement

Subsequently, the Debtors, Andersons and Chase executed an
agreement.  Pursuant to the Agreement, the Debtors will assume
the Leases pursuant to Section 365 of the Bankruptcy Code and
sell the Purchase Option to Andersons by agreement with Chase,
contingent upon the simultaneous closing of:

   -- the purchase of the Railcars by Andersons; and

   -- Andersons' re-lease of the Railcars to certain suppliers.

In exchange for the Purchase Option, Andersons will pay the
Debtors $1,251,210.

Immediately upon the sale of the Purchase Option to Andersons,
Andersons will exercise the Purchase Option and purchase the
Railcars, and Chase will sell the Railcars to Andersons for
$4,742,230, subject to certain terms and conditions.  

Andersons will then lease the Railcars to those certain suppliers
of the Debtors.

To the extent not otherwise paid in the ordinary course of
business before the Closing, the Debtors will pay Chase $52,497
for November 2006 rental payments and $166,002 for all remaining
rental amounts to Chase, in full satisfaction of the Debtors'
cure obligations under the Leases.

Immediately after the Closing, Chase will withdraw Claim Nos.
6909 and 6911.

The parties expect the Closing to occur when the conditions
precedent to closing have all been met and the Escrow Agent has
made the distributions, but in no event later than Nov. 20, 2006.

A full-text copy of the Andersons Agreement is available for free
at http://ResearchArchives.com/t/s?1491

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


JETBLUE AIR: S&P Puts 'B+' Prelim Rating on $49.4MM Class B Certs.  
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'AAA' preliminary
rating to JetBlue Airways Corp.'s $74.1 million Class G pass-
through certificates, and its 'B+' preliminary rating to the
$49.4 million Class B pass-through certificates.  

The Class G certificates have an expected maturity of Jan. 2014,
and a final maturity date of Jan. 2, 2016; the Class B
certificates mature Jan. 2, 2014.  Final ratings will be assigned
upon completion of the review of legal documentation.

"The rating on the Class G certificates is based on an insurance
policy provided by MBIA Insurance Corp. [AAA/Stable/-]," said
Standard & Poor's credit analyst Betsy Snyder.

"The rating on the Class B certificates is based on the credit of
JetBlue Airways, the strategic importance of the aircraft spare
parts that collateralize the certificates in any bankruptcy
reorganization, and various structural features intended to
maintain collateral access and asset protection for
certificateholders."

The transaction has a structure similar to those of aircraft-
backed enhanced equipment trust certificates, but it benefits from
credit strengths that parallel those for debtor-in-possession
financings.  As is the case for enhanced equipment trust
certificates, creditors' access to collateral is based on legal
protections available under Section 1110 of the federal bankruptcy
code, there is a liquidity facility intended to cover a period
during which the collateral could be repossessed and remarketed
following a default by the airline, and the securities are
tranched.

However, the most important source of credit support in any
Chapter 11 bankruptcy reorganization would be how essential the
collateral is to maintaining JetBlue's operations, a feature
shared with DIP credit facilities.

The spare parts securing the notes consist of aircraft and engine
spare parts that can be used on various models of Airbus A320  and
Embraer 190 aircraft, which together comprise all of JetBlue's
fleet.  The spare parts have been appraised initially at $164.7
million, and the loan-to-value of the Class G notes upon issuance
is 45%. The loan-to-value of the Class B notes upon
issuance is 75%.  JetBlue may also issue additional equipment
notes secured by the collateral and additional pass-through
certificates under certain conditions.  Compared to an aircraft-
backed EETC, the secured notes being rated benefit from spare
parts' relatively stable values over time, their lower risk of
obsolescence, and from the fact that the collateral would be
crucial to any bankruptcy reorganization of JetBlue.  The last
implies that the senior and junior certificates would either be
affirmed by the airline or renegotiated in a manner that would
preserve payments to at least the Class G certificates.  The Class
B certificates do not have a dedicated liquidity facility,
nor an insurance policy, and would therefore default on interest
payments if a payment fell due during the first 60 days of a
JetBlue bankruptcy, or if negotiations between the airline and
certificateholders stretched beyond that initial automatic stay
period under Section 1110 of the Bankruptcy Code.  

Drawbacks to spare parts financings include the inherent
difficulty of tracking a pool of assets that turns over, the fact
that collateral coverage could change materially in a short period
due to normal operational use of spares, and that it would very
likely take longer and be more costly to sell a large pool of
repossessed spares than to sell aircraft.  The last of these would
likely be less of an issue in the case of JetBlue than for a large
hub-and-spoke airline that operates many models of aircraft and
holds spare parts in many locations.

The certificates incorporate two mechanisms not found in typical
EETCs to mitigate these drawbacks.

                              I

The first is collateral maintenance ratios, which require JetBlue
to add spare parts, provide other collateral, or pay down debt to
restore loan-to-values or to maintain a minimum 150% ratio of
rotable spare parts to Class G certificates, in each case measured
against semiannual appraised values.  In a JetBlue bankruptcy,
however, additions of spare parts or other collateral may be
avoided by the bankruptcy judge under certain circumstances, and
collateral other than spare parts would not benefit from Section
1110 protections.  Because of the way the collateral maintenance
and rotables ratios are calculated, substitution of cash for other
collateral could actually cause the ratio of outstanding
certificates to total collateral to be somewhat higher than the
nominal loan-to-value ceilings.  

                              II

Second, the liquidity facility is sized to cover eight quarterly
interest payments (up to 24 months) on the Class G certificates,
longer than the typical three semiannual (18 months) payments
typical for aircraft EETCs. The primary liquidity facility is
provided by Landesbank Hessen-Thueringen Girozentrale (A/Stable/A-
1).  Even with these mechanisms to mitigate drawbacks of a spare
parts financing, repossession and sale of the collateral would be
a less attractive option for certificateholders than is the case
for holders of aircraft-backed EETCs; this is due to the
logistical difficulties and lengthy period likely needed to sell
the spare parts collateral.  Conversely, the risk of JetBlue
choosing to abandon this collateral to reduce its financial burden
in bankruptcy is far less than would be true for any aircraft
collateral pool backing an EETC.

The 'B' corporate credit rating on JetBlue reflects its
participation in the high-risk airline industry and a weaker
financial profile due to both weak profitability and losses that
began in the third quarter of 2005.

Ratings List:

   * JetBlue Airways Corp.

     -- Corporate Credit Rating -- B/Stable/B-3

Ratings Assigned:

   * JetBlue Airways Corp.

     -- Pass-thru cert, Class G-1* -- AAA/Stable (prelim.)
     -- Pass-thru cert, Class B-1  -- B+ (prelim.)

*Insured by MBIA Insurance Corp.


JLG: Oshkosh Deal Cues S&P to Affirm 'BB' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed ratings on JLG
including its 'BB' corporate credit rating and removed all ratings
from CreditWatch where they were placed with negative
implications on Oct. 16, 2006.

This action concludes Standard & Poor's review of the proposed
acquisition of JLG by Oshkosh Truck Corp.

The outlook is stable.

With the acquisition, JLG has recently tendered for all of
its approximately $200 million existing outstanding notes, and
after the completion of the transactions, Standard & Poor's
expects to withdraw its ratings on JLG.  The acquisition is
expected to close at the end of 2006 or early 2007.

Hagerstown, Md.-based JLG is a manufacturer of access and
material-handling equipment for the cyclical construction
equipment and rental markets.  At the end of fiscal 2006, JLG had
sales of $2.3 billion and outstanding debt of more than
$200 million.


JOHN B. SANFILIPPO: Delays 2006 Quarterly Report Filing
-------------------------------------------------------
John B. Sanfilippo & Son Inc. disclosed in a form NT 10-Q filed
with the Securities and Exchange Commission on Nov. 8, 2006, that
it needs additional time to complete the preparation of its
financial statements and related disclosures required in its
Quarterly Report on Form 10-Q for the quarter ended Sept. 28,
2006.  

The delay has caused the Company to be in non-compliance with
restrictive financial covenants under its two primary secured
financing facilities.  Non-compliance with restrictive covenants
allows the lenders to demand immediate payment.

The Company said that it would be able to secure alternative
financing if waivers are not received or acceptable terms
renegotiated with respect to current and future restrictive
covenant requirements.

The Company said that while it is seeking to complete the
reporting process as quickly as possible, the preparation of the
Quarterly Report on Form 10-Q cannot be completed within the
prescribed time period without unreasonable effort or expense.

The filing of John B. Sanfilippo's Annual Report on Form 10-K for
the year ended June 29, 2006, was delayed until Sept. 27, 2006.  
Due to the delay in filing the Form 10-K, the Company did not have
sufficient time to complete its monthly and quarterly closing
processes in order to file its Form 10-Q in a timely manner.

The filing of the Annual Report on Form 10-K for the year ended
June 29, 2006, was delayed for these reasons:

   -- John B. Sanfilippo amended its Bank Credit Facility and Note
      Agreement on July 27, 2006.  In exchange for securing the
      debt with working capital and fixed assets, the amendments
      waived the financial covenants that the Company was not
      in compliance with in fiscal 2006 and established new
      financial covenants.  The amended Note Agreement requires
      the Company to meet or exceed a minimum level of earnings
      before interest, taxes, depreciation and amortization
      for each quarter in fiscal 2007 and thereafter.  The
      Company needed additional time to evaluate as to whether
      or not the minimum EBITDA levels would be achieved for
      fiscal 2007.  The inability of the Company to demonstrate
      future covenant compliance may have caused it to receive an
      opinion from its independent auditors that included an
      explanatory going concern paragraph. Additional time was
      required for the Company to analyze operating results
      subsequent to year end and complete its evaluation of the
      achievement of the minimum EBITDA requirements for fiscal
      2007.

   -- The Company had not completed its assessment of the
      effectiveness of its internal controls under Section 404 of
      the Sarbanes-Oxley Act of 2002 as of the original due date
      of the filing.  Management testing of its year-end controls
      over financial reporting and evaluating the results of
      individual and aggregate deficiencies was completed after
      the original due date.

In a press release dated November 2, John B. Sanfilippo disclosed
that it will file for a five day extension for its filing of its
first quarter report on Form 10-Q beyond the due date of
Nov. 7, 2006.

The Company expects to report a net sales decrease of
approximately $5 million for the first quarter of fiscal 2007 from
the $138.7 million for the first quarter of fiscal 2006.  
Including a pre-tax gain of approximately $5 million ($3 million
after tax) from the sale of three Chicago area facilities and
termination of a capital lease, the net loss for the first quarter
of fiscal 2007 is anticipated to be in excess of $3 million
compared to a net loss of $1.1 million for the first quarter of
fiscal 2006.

John B. Sanfilippo & Son, Inc. -- http://www.fishernuts.com/--  
is a processor, packager, marketer and distributor of shelled and
in-shell nuts and extruded snacks that are sold under a variety of
private labels and under the Company's Fisher(R), Evon's(R), Snack
'N Serve Nut Bowl(TM), Sunshine Country(R), Flavor Tree(R) and
Texas Pride(TM) brand names.  The Company also markets and
distributes a diverse product line of other food and snack items.


KENDLE INTERNATIONAL: Earns $3.9 Million in Third Quarter of 2006
-----------------------------------------------------------------
Kendle International Inc. has reported its third quarter 2006
financial results.  Reflected in the Company's third quarter
performance are results from mid-August through Sept. 30 related
to its acquisition of the Phase II-IV clinical services business
of Charles River Laboratories International Inc.  Kendle completed
this acquisition on Aug. 16.

Net service revenues for third quarter 2006 were $75.2 million, an
increase of 46% over net service revenues of $51.6 million for
third quarter 2005.

Of the growth in net service revenues, 24% was organic growth with
the remainder of the growth due to the acquisition.  Income from
operations for the third quarter 2006 was approximately
$8.1 million, or 11% of net service revenues, compared with income
from operations of approximately $5.5 million in third quarter
2005.

Net income for the quarter was approximately $4 million after
accounting for certain acquisition-related expenses compared with
net income of $3.4 million in third quarter 2005.

New business awards were a record $148 million for third quarter
2006, an increase of 76% over new business awards in second
quarter 2006.

Contract cancellations for the quarter were $7 million.  Total
business authorizations, which consist of signed backlog and
verbally awarded business, totaled a record $590 million at
Sept. 30, 2006, a 69% increase from June 30, 2006.

"Kendle continues to focus first and foremost on meeting the
global clinical development needs of our customers," PharmD
chairman and chief executive officer Candace Kendle said.

"Our enhanced position in the marketplace and expanded therapeutic
expertise are already having a strong impact on our results.  
During the quarter we delivered significant growth in backlog and
new business awards, further strengthening and diversifying our
customer base and demonstrating the confidence our customers have
in Kendle as a global provider."

She continued, "We are very pleased with the pace at which the
integration is progressing and believe we are well positioned to
meet the increasing needs of our customers for large global
programs across all therapeutic areas and geographic regions."

Net service revenues by geographic region for the third quarter
were 59% in the Americas, 38% in Europe, and 3% in the
Asia/Pacific region.

The top five customers based on net service revenues accounted for
30% of net service revenues for third quarter 2006 compared with
34% of net service revenues for third quarter 2005.

Reimbursable out-of-pocket revenues and expenses were
$21.5 million for third quarter 2006 compared with $12.9 million
in the same quarter a year ago.

Cash flow from operations for the quarter was a positive
$9.6 million.  Cash and marketable securities totaled
$27.9 million, including $2.6 million of restricted cash.

Days sales outstanding in accounts receivable were 46 and capital
expenditures for third quarter 2006 totaled $1.9 million.

Net service revenues for the nine months ended Sept. 30, 2006,
were $197.1 million compared with net service revenues of
$149.2 million for the nine months ended Sept. 30, 2005.

Net service revenues by geographic region for the nine months
ended Sept. 30, 2006, were 60% in the Americas, 37% in Europe, and
3% in the Asia/Pacific region.

The top five customers based on net service revenues accounted for
29% of net service revenues for the first nine months of 2006
compared with 35% of net service revenues for the first nine
months of 2005.

Income from operations for the nine months ended Sept. 30, 2006,
was approximately $21.8 million, or 11% of net service revenues,
compared with income from operations of approximately $12 million,
or 8% of net services revenues, in the first nine months of 2005.

For the three months ended Sept. 30, 2006, the Company reported
$3.997 million of net income compared with $3.394 million of net
income in the comparable period in 2005.

Cash flow from operations for the nine months ended Sept. 30,
2006, was a positive $17.1 million.  Capital expenditures for the
nine-month period totaled $6.1 million.

                    About Kendle International

Cincinnati, Ohio-based Kendle International Inc. (Nasdaq: KNDL) --
http://www.kendle.com/-- is a global clinical research  
organization and is the fourth-largest provider of Phase II-IV
clinical development services worldwide to biopharmaceutical
companies.  It delivers integrated clinical research services,
including clinical trial management, clinical data management,
statistical analysis, medical writing, regulatory consulting and
organizational meeting management and publications services on a
contract basis to the biopharmaceutical industry.  The company
operates in North America, Europe, Asia Pacific, Latin America,
and Africa.  Kendle's 3,000 associates worldwide have conducted
clinical trials and provided regulatory and pharmacovigilance
services in more than 80 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Moody's Investors Service revised Kendle International Inc.'s
Corporate Family Rating to B2 from B1 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 assigned in June 2006 its 'B+'
corporate credit rating and stable outlook to Cincinnati, Ohio-
based pharmaceutical contract research organization Kendle
International Inc.


L-3 COMMS: Heavy Debt Levels Prompt Moody's to Affirm CFR at Ba2
----------------------------------------------------------------
Moody's Investors Service affirmed all ratings of L-3
Communications Holdings Inc. -- Corporate Family Rating Ba2,
Subordinated Notes Rating of Ba3, LGD4, 68%, and Speculative Grade
Liquidity Rating of SGL-1, and has changed L-3's ratings outlook
to stable from negative.

The ratings outlook had been negative since the largely debt-
financed July 2005 acquisition of Titan Corporation for
approximately $2.7 billion.

At that time, Moody's was concerned about the substantial increase
in leverage related to this transaction and about the ability of
the company to restore credit metrics to those commensurate with
its Ba2 rating in light of potential challenges associated with
the acquisition of Titan, which had been its largest acquisition
to date.  

Since that time, L-3 has demonstrated its ability to handle both
organic and acquisition-related growth while maintaining operating
margins and generating substantial cash flows despite significant
levels of working capital investment and unexpected non-recurring
charges.  The company has also been successful in integrating the
operations of Titan and other recent acquisitions into its
existing operations.  Based on L-3's announced financial results
for the quarter-ending September 2006, Moody's observes that L-3
has largely achieved improvements in credit metrics, albeit
without actual reduction in debt levels, sufficient to warrant the
stabilization in ratings.

The Ba2 Corporate Family rating continues to reflect L-3's
considerable revenue base and backlog, as well as the company's
increasing lead position in a variety of segments in the U.S.
Government contracting sector, which supports expectations for
strong free cash generation over the next few years.  However, the
rating also takes into consideration L-3's continued heavy debt
levels, risk associated with the company's acquisition strategies,
and uncertainty as to whether projected free cash generation will
be used to repay debt or applied to more aggressive financial
policies.

The current stable outlook reflects Moody's expectations that L-3
will continue to grow its revenue base in 2007 through organic
growth as well as through continued use of acquisitions.  However,
L-3's acquisition pace is expected to moderate over the next few
years, suggesting a more focused approach on creating value from
its existing business lines rather than from opportunistic
acquisition patterns exhibited by the company until recently.  
Moody's further expects that the company will be able to achieve
growth while maintaining operating margins in the
10% range, likely resulting in substantial free cash flows that
should allow the company to begin to reduce outstanding debt
levels and improve core credit metrics.

Ratings or their outlook may be subject to upward revision if the
company were to achieve planned growth levels while reducing debt,
such that leverage were to fall below 3x and EBIT were to remain
above 3.5x interest for a sustained period.  Ratings would be
subject to downward pressure if the company were to undertake an
increased pace of levered acquisitions, or engage in any
leveraging transactions that increase the company's risk profile,
resulting in leverage in excess 4.5x, EBIT/Interest below 2.5x, or
free cash flow below 7% of total debt.

Headquartered in New York City, L-3 Communications is a provider
of Intelligence, Surveillance and Reconnaissance systems, secure
communications systems, aircraft modernization, training and
government services.  Its customers include the Department of
Defense, Department of Homeland Security, selected U.S. Government
intelligence agencies and aerospace prime contractors.


LE-NATURE'S HOLDINGS: Case Summary & 30 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Le-Nature's Holdings, Inc.
        11 Lloyd Avenue
        Latrobe, PA 15650

Bankruptcy Case No.: 06-25590

Debtor-affiliate filing separate chapter 11 petition:

      Entity                                Case No.
      ------                                --------
      Tea Systems International, LLC        06-25591

Type of Business: The Debtors manufacture and market bottled
                  water, flavored beverages, iced teas and
                  juice drinks.  See http://www.le-natures.com/

                  The Debtors' affiliate, Le-Nature's, Inc. fka
                  Global Beverage Systems, Inc., filed for chapter
                  7 liquidation on Nov. 1, 2006 (Bankr. W.D. Pa.
                  Case No. 06-25454).

Chapter 11 Petition Date: November 5, 2006

Court: Western District of Pennsylvania (Pittsburgh)

Judge: M. Bruce McCullough

Debtors' Counsel: Douglas Anthony Campbell, Esq.
                  Campbell & Levine, LLC
                  1700 Grant Building
                  Pittsburgh, PA 15219
                  Tel: (412) 261-0310
                  Fax: (412) 261-5066

                            Estimated Assets    Estimated Debts
                            ----------------    ---------------
      Le-Nature's           Less than $10,000   More than
      Holdings, Inc.                            $100 Million

      Tea Systems           $10,000 to          More than
      International, LLC    $100,000            $100 Million

Debtors' Consolidated List of their 30 Largest Unsecured
Creditors:

   Entity                                Claim Amount
   ------                                ------------
Manufacturers & Traders                  $155,250,000
Trust Co., as Indenture Trustee
For 9% Senior Subordinated
Notes Due 2013
c/o Corporate Trust Department
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Canusa Hershman                            $1,345,381
P.O. Box 785216
Philadelphia, PA 19178-5216

Bischof & Klein                            $1,301,906
Postfach 1160
Lengerich, Germany D-49525

C.H. Robinson Worldwide, Inc.              $1,117,784
P.O. Box 9121
Minneapolis, MN 55480

Starpet, Inc.                              $1,071,739
P.O. Box 32101
Charlotte, NC 28232-2101

Owens Illinois                               $664,325
P.O. Box 91526
Chicago, IL 60693

CRV                                          $663,363
1000 Winter Street
Waltham, MA 02451

The CIT Group/EF                             $615,479
File #55603
Los Angeles, CA 90074

Renaissance Mark, Inc.                       $611,447
Dept. LA 22440
Pasadena, CA 91185-2440

Davis Gardner Gannon Pope                    $584,637
2325 East Carson Street, Suite 100
Pittsburgh, PA 15203

Ross & Christopher Refrigeration and         $583,471
Construction, Inc.
7828 South Maple Avenue
Fresno, CA 93725

Maricopa County Treasurer                    $408,585
301 West Jefferson, Suite 100
Phoenix, AZ 85003

Merrill Lynch Capital                        $400,236
4660 Paysphere Circle
Chicago, IL 60674

General Press Corp.                          $354,114
c/o James V. Wolfe, President
110 Allegheny Drive
Natrona Heights, PA 15065

C&H Distributors, Inc.                       $306,899
22133 Network Place
Chicago, IL 60673-1133

Swift Transportation                         $306,296
P.O. Box 643116
Cincinnati, OH 45264

PricewaterhouseCoopers                       $296,620
125 High Street
Boston, MA 02111

SMI USA Inc.                                 $296,003
Department 655
P.O. Box 150473
Hartford, CT 06115

ORIX Financial Services, Inc.                $294,434
P.O. Box 7247-0369
Philadelphia, PA 19170-0369

Arbor Insurance                              $284,073
1605 North Cedar Crest Boulevard
Suite 410
Allentown, PA 18104

ADT Security Services                        $232,638

Menasha                                      $209,046

AIG Commercial Equipment Finance             $209,032

PCA                                          $201,226

Ingersoll-Rand Co.                           $200,227

Exel, Inc.                                   $198,954

Knight Transportation, Inc.                  $196,884

ECM Transport, Inc.                          $195,770

Creekridge Capital LLC-WELB                  $192,752

Wells Fargo Bank Northwest                   $189,787


LIVE NATION: S&P Holds 'B+' Corp. Credit Rating, Strips Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B+' corporate credit rating, on Live Nation Inc., and removed
the ratings from CreditWatch, where they were placed with negative
implications on Aug. 14, 2006.

At the same time, Standard & Poor's affirmed its ratings on
indirect wholly owned subsidiary Live Nation Worldwide Inc.'s
senior secured bank loans, and assigned identical ratings to the
company's $200 million term loan add-on to its existing senior
secured term loan facilities.  The facilities are assigned a 'B+'
bank loan rating, at the same level as the corporate credit
rating, with a recovery rating of '3', indicating the expectation
for meaningful recovery of principal in the event of a payment
default.

The outlook is negative.

The Los Angeles-based concert promoter, producer, and venue
operator for live entertainment will have approximately
$759 million of debt outstanding, including four-quarter-average
letters of credit and $40 million of preferred stock, pro forma
for the proposed transaction.

Standard & Poor's expect that the company will use borrowings
under the proposed facility to finance, in part, its $350 million
acquisition of House of Blues; to ensure that the company
maintains sufficient borrowing capacity under its $285 million
revolving credit, which is primarily used for letters of credit;
and for liquidity to make additional acquisitions.

"Our rating on Live Nation reflects financial risk from high
lease-adjusted leverage, volatile profitability levels, and
minimal potential for margin expansion," said Standard & Poor's
credit analyst Heather M. Goodchild.

These factors are partially offset by the company's good
competitive position in the live-entertainment industry, its
significant geographic and format diversity, and historically
positive discretionary cash flow.


MABS TRUST: Moody's Assigns Ba2 Rating to Class M-11 Certificates
-----------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by MASTR Asset Backed Securities Trust 2006-
AM3 and a ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by Aames Capital Corporation
originated, adjustable-rate and fixed-rate, subprime mortgage
loans acquired by UBS Real Estate Securities Inc.  

The ratings are based primarily on the credit quality of the loans
and on protection against credit losses by subordination, excess
spread, and overcollateralization.  The ratings also benefit from
both the interest-rate swap and interest-rate cap agreements, both
provided by Bear Stearns Financial Products Inc. Moody's expects
collateral losses to range from 5.25% to 5.75%.

Ocwen Loan Servicing, LLC will service the mortgage loans and
Wells Fargo Bank, N.A. will act as master servicer.  

Moody's has assigned Ocwen its servicer quality rating of SQ2- as
a servicer of subprime mortgage loans.  Moody's has assigned Wells
Fargo its servicer quality rating of SQ1 as a master servicer of
mortgage loans.

These are the rating actions:

   * MASTR Asset Backed Securities Trust 2006-AM3

   * Mortgage Pass Through Certificates, Series 2006-AM3

                     Cl. A-1, Assigned Aaa
                     Cl. A-2, Assigned Aaa
                     Cl. A-3, Assigned Aaa
                     Cl. A-4, Assigned Aaa
                     Cl. M-1, Assigned Aa1
                     Cl. M-2, Assigned Aa2
                     Cl. M-3, Assigned Aa3
                     Cl. M-4, Assigned A1
                     Cl. M-5, Assigned A2
                     Cl. M-6, Assigned A3
                     Cl. M-7, Assigned Baa1
                     Cl. M-8, Assigned Baa2
                     Cl. M-9, Assigned Baa3
                     Cl. M-10,Assigned Ba1
                     Cl. M-11,Assigned Ba2


MAGNOLIA ENERGY: Wants Court's Approval to Use Cash Collateral
--------------------------------------------------------------
Magnolia Energy L.P. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission
to use the cash collateral securing repayment of its obligations
to a syndicate of commercial banks, through, ABN AMRO Bank N.V.
and Deutsche Bank Trust Company.

In October 2001, the Debtors entered into a credit agreement
with ABN AMRO and Deutsche Bank that provides a maximum borrowing
of up to $405 million.  On Dec. 12, 2003, the parties amended and
restated the agreement, allowing maximum borrowings of up to
$362.3 million.  As of the Debtors' bankruptcy filing, the Debtors
have approximately $360 million outstanding under the agreement.

The Debtors will use the cash collateral to continue operations
and maintenance of their facility for the benefit of their
creditors and prepetition lenders.  

The Debtor's obligations are secured by a lien interest on
substantially all of its assets, including, deposit accounts
and cash equivalents; and contract rights.

A full-text copy of the Debtor's request regarding the use of
cash collateral is available for free at:

            http://ResearchArchives.com/t/s?14af

Headquartered in Ashland, Michigan, Magnolia Energy L.P.,
and three of its affiliates filed for chapter 11 protection
on Sept. 29, 2006 (Bankr. D. Del. Case Nos. 06-11069 through
06-11072).  Mark D. Collins, Esq., at Richards Layton & Finger,
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed estimated assets and debts of
more than $100 million.


MAIN STREET: Chapter 11 Trustee Hires Lewis Freeman as Accountants
------------------------------------------------------------------
Lewis B. Freeman, the chapter 11 Trustee appointed in Main Street
USA Inc. and its debtor-affiliates' cases, obtained permission
from the U.S. Bankruptcy Court for the Middle District of Florida
to employ Lewis B. Freeman & Partners, Inc., as his forensic
accountants and day-to-day management and support.

Lewis Freeman will:

   a) provide analysis and investigation of historical
      transactions;

   b) evaluate preferences, fraudulent conveyance and litigation
      matters; and

   c) assist the Trustee in other matters.

Mr. Freeman, a Lewis Freeman principal, discloses that his firm's
professionals bill:

       Designation             Hourly Rate
       -----------             -----------
       Principals              $200 - $350
       Accountants & others     $50 - $175

Mr. Freeman assures the Court that the firm does not hold nor
represent any interest adverse to the Debtors' estates.

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.


MACDERMID INCORPORATED: 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 Ba2 Corporate Family Rating for
MacDermid Incorporated, as well as revised the rating on the
company's $301.5 Million 9.125% Graduated Senior Subordinate Notes
due 2011 to Ba2 from Ba3.  Those debentures were assigned an LGD4
rating suggesting that noteholders will experience a
57% 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 Waterbury, Connecticut, MacDermid Inc. is engaged
in the manufacturing and marketing specialty chemicals for the
metal and plastic finishing, electronics, graphic arts and
offshore oil industries.


MAIN STREET: U.S. Trustee Picks 7-Member Creditors' Committee
-------------------------------------------------------------
Felicia S. Turner, the U.S. Trustee for Region 21, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in Main Street USA Inc. and its debtor-affiliates' chapter 11
cases:

     1. Jeff & Dana Duke
        11634 Audubond Lane
        Clermont, FL 34711
        Phone: (352) 242-1129
        Fax: (352) 242-1129

     2. Diana Johnson
        523 E. Concord Street
        Orlando, FL 32803
        Phone: (407) 872-1381

     3. Eustace & Nina Nethersole
        10 Unami Ct.
        Somerset, NJ 08873
        Phone: (732) 940-2696
        Fax: (973)395-9316

     4. J.E. Owens & Company, P.A.
        c/o Jack E. Owens
        2731 Silver Star Road
        Orlando, FL 32808
        Phone: (407) 293-2654
        Fax: (407) 295-0421

     5. Roland A. Miller
        11202 Skyway Drive
        Clermont, FL 34711
        Phone: (352) 394-2061
        Fax: (352) 394-2061

     6. Omawale Omawale
        861 Glendora Road
        Poinciana, FL 34759
        Phone: (407) 414-1577
        Fax: (407) 264-8116

     7. Patricia J. Storms
        8619 White Rose Drive
        Orlando, FL 32818
        Phone: (321) 229-8636

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

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.


MDC HOLDINGS: Earns $48.706 Million in Third Quarter of 2006
------------------------------------------------------------
M.D.C. Holdings Inc. filed its financial statements for the third
quarter ended Sept. 30, 2006, with the Securities and Exchange
Commission on Nov. 7, 2006.

The Company closed 2,955 and 9,529 homes, respectively, during the
three and nine months ended Sept. 30, 2006, compared with 3,686
and 10,356 homes closed, respectively, during the same periods in
2005.

The Company received 2,120 and 8,658 net home orders,
respectively, during the third quarter and first nine months of
2006, compared with 3,551 and 12,929 net home orders,
respectively, during the same periods of 2005.

For the third quarter ended Sept. 30, 2006, the Company reported
$48.706 million of net income on $1.082 billion of total revenues,
compared with $120.990 million of net income on $1.167 billion of
total revenues in the comparable quarter of 2005.

Total revenue decreased by $84.9 million during the three months
ended Sept. 30, 2006, compared with the same period in 2005,
primarily resulting from a decline in home sales revenue in the
Company's Mountain and East segments, offset in part by an
increase in homes sales revenue from its West segment.

At Sept. 30, 2006, the Company's balance sheet showed
$3.956 billion in total assets, $1.789 billion in total
liabilities, and $2.167 billion in stockholders' equity.

Full-text copies of the Company's financials are available for
free at http://ResearchArchives.com/t/s?14b4

Denver, Colo.-based M.D.C. Holdings Inc. (NYSE: MDC; PCX) --
http://RichmondAmerican.com/-- owns and manages companies that  
build and sell homes under the name "Richmond American Homes."  
The Company also provides mortgage financing, primarily for MDC's
homebuyers, through its wholly owned subsidiary HomeAmerican
Mortgage Corporation.  MDC also has established operating
divisions in Chicago, Dallas/Fort Worth, Houston,
Philadelphia/Delaware Valley, and West Florida.

                           *     *     *

Moody's Investors Service revised on Dec. 12, 2001, ratings of
M.D.C. Holdings Inc.'s subordinated debt at Ba2, senior
subordinated debt at Ba2, and preferred stock at Ba3.


METHANEX CORPORATION: 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 Ba1 Corporate Family Rating for
Methanex Corporation.

Additionally, Moody's 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
   ----------            -------  -------  ------   ----------
   $200 Million
   8.75% Senior
   Unsecured Notes
   Due 2012                Ba1      Ba1     LGD4       56%

   $150 Million
   6% Senior
   Unsecured Notes
   Due 2015                Ba1      Ba1     LGD4       56%

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 Vancouver, Canada, Methanex Corporation --
http://www.methanex.com/-- produces methanol.


MEZZITT AGRICULTURAL: Case Summary & 8 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Mezzitt Agricultural Corp.
        72 East Main Street
        Hopkinton, MA 01748

Bankruptcy Case No.: 06-42434

Chapter 11 Petition Date: November 8, 2006

Court: District of Massachusetts (Worcester)

Debtor's Counsel: James C. Gross, Esq.
                  Klieman, Lyons, Schindler & Gross
                  21 Custom House Street, Suite 920
                  Boston, MA 02110
                  Tel: (617) 443-1000
                  Fax: (617) 443-1010

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Beals & Thomas, Inc.             Services Rendered       $168,000
Reservoir Corporate Center       -- Engineering
144 Turnpike Road
Southborough, MA 01772

Town of Hopkinton                Taxes                    $56,887
18 Main Street
Hopkinton, MA 01748

RSM McGladrey                    Trade Debt               $34,500
7 Burlington Executive Pa.
Suite 320
Burlington, MA 01803

Grounds Management, Inc.         Trade Debt                $4,149
P.O. Box 18
Marlborough, MA 01752

NSTAR                            Trade Debt                   $76
P.O. Box 4508
Woburn, MA 01888

Town of Ashland                  Taxes                        $23

Massachusetts Department of      Taxes                    Unknown
Revenue

Internal Revenue Service         Taxes                    Unknown


MILLENNIUM CHEMICALS: 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
Millennium Chemicals Inc.

Additionally, Moody's revised or affirmed its probability-of-
default ratings and assigned loss-given-default ratings on these
loans and bond debt obligations as well as that of its subsidiary
Millennium America Inc.:

                                                    Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------

   $150 Million
   4.0% Graduated
   Convertible
   Debentures Due
   Nov. 2023               B1       B1      LGD4       66%

   $125 Million
   Graduated Senior
   Secured Revolving
   Credit Facility
   Due Aug. 2010           Ba2      Baa3    LGD2        12%

   $25 Million
   Graduated Senior
   Secured Revolving
   Credit Subordinate
   Facility (Australia)
   Due Aug. 2010           Ba2      Baa3    LGD2        12%

   $100 Million
   Graduated Senior
   Secured Term Loan
   (Australia) Due
   Aug 2010                Ba2      Baa3    LGD2        12%

   $9 Million 7.0%
   Graduated Senior
   Unsecured Notes
   Due Nov. 2006           B1        B1     LGD4        66%

   $98 Million 9.25%
   Graduated Global
   Unsecured Notes
   Due June 2008           B1        B1     LGD4        66%

   $275 Million 9.25%
   Graduated Global
   Unsecured Notes
   Due June 2008           B1        B1     LGD4        66%

   $249 Million 7.625%
   Graduated Senior
   Unsecured Debentures
   Due Nov. 2026           B1        B1     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%).

Headquartered in Greenville, Delaware, Millennium Chemicals Inc.
is engaged in the production of inorganic chemicals and ethylene;
its co-products and derivatives.


MKHSR PROPERTIES: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: MKHSR Properties, LLC
        5987 Hunter Road
        Ooltewah, TN 37363

Bankruptcy Case No.: 06-13878

Type of Business: The Debtor's affiliate, Martin Kendrick Holmes,
                  Jr., filed for chapter 11 protection on July 5,
                  2006 (Bankr. E.D. Tenn. Case No. 06-12068).

Chapter 11 Petition Date: November 8, 2006

Court: Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtor's Counsel: Thomas E. Ray, Esq.
                  Samples, Jennings, Ray & Clem, PLLC
                  130 Jordan Drive
                  Chattanooga, TN 37421
                  Tel: (423) 892-2006
                  Fax: (423) 892-1919

Total Assets: $1,300,000

Total Debts:  $1,887,234

Debtor's Four Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
B B & T                          5987 Hunter Road      $1,753,233
P.O. Box 580002                  1st on Real Estate      Secured:
Charlotte, NC 28258-0002         and Personal          $1,100,000
                                 Property

Clifford M. and                  5987 Hunter Road        $100,000
Diana A. Clark                   2nd Mortgage            Secured:
1140A Old Peachtree Road                               $1,100,000
Duluth, GA 30097                                     Senior Lien:
                                                       $1,787,233

Hamilton County Trustee          5987 Hunter Road         $34,000
210 Courthouse                   Property Taxes          Secured:
Chattanooga, TN 37402            2005 & 2006           $1,100,000
                                                     Senior Lien:
                                                       $1,753,233

                                 Personal Taxes           $34,000
                                                         Secured:
                                                       $1,100,000
                                                     Senior Lien:
                                                       $1,787,233

Discovery Point                                                $1
Franchising/Dialex, Inc.
1140A Old Peachtree Road
Duluth, GA 30097


MUSICLAND HOLDING: Inks Pact Allowing Committee to Pursue Actions
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Musicland Holding
Corp. and its debtor-affiliates' chapter 11 cases intends to file
actions against various Secured Trade Creditors, including
Paramount Pictures, Home Video Division; Sony Pictures Home
Entertainment, Inc.; and Twentieth Century Fox Home Entertainment
LLC, seeking the return of transfers that they received within 90
days prior to Jan. 12, 2006.

The DIP Order provides that the Committee can, within 60 days from
the date of appointment of the Committee's counsel, file certain
claims against the Secured Trade Creditors.  Pursuant to several
Court-approved stipulations, the Committee's deadline to file the
DIP STC Claims has been extended.

The Debtors assert that they may have potential causes of action
against Paramount, Sony Pictures and Twentieth Century -- the
Turnover Defendants -- relating to goods provided by those
Creditors and the Debtors' entitlement to certain deductions or
chargebacks relating to the provision of those goods.

After engaging in consultations, the Debtors, the Creditors'
Committee and the Informal Committee of Secured Trade Vendors have
determined that it is best and most cost-efficient for any and all
claims and causes of action against the Turnover Defendants to be
pursued in conjunction with the Creditors' Committee's pursuit of
the Paramount/Sony/Twentieth Century Preference Actions.

Accordingly, the parties stipulate that:

   (a) the Creditors' Committee is deemed to have standing and
       authority, as of November 1, 2006, to investigate, pursue
       and prosecute all actions against the Turnover Defendants,
       including the Debtors' Turnover Action;

   (b) any settlement of the Turnover Action will need consent
       from the Informal Committee and the Responsible Person as
       defined in the Debtors' Plan of Liquidation; and

   (c) the Debtors and the Creditors' Committee agree to mutually
       cooperate and share information and documents, and the
       Debtors agree to reasonably cooperate in making their
       documents available to the Creditors' Committee for its
       review without formal subpoena or discovery demands.

Ms. Johnson asserts that the Settlement Agreement is fair and
equitable, falls well within the range of reasonableness and
enables the parties to avoid any further costs of negotiation and
litigation.  "If the Court does not approve the Settlement
Agreement, the Debtors and St. Clair will likely engage in a
protracted litigation under the Adversary Action."

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 21; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MUSICLAND HOLDING: Wants St. Clair Settlement Agreement Approved
----------------------------------------------------------------
Musicland Holding Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
their Settlement Agreement with St. Clair Entertainment Group
pursuant to Sections 105(a), 362 and 363(b)(1) of the Bankruptcy
Code.

In January 2005, the Debtors entered into a consignment agreement
with St. Clair whereby the Debtors could order goods from St.
Clair on consignment and later remit payment to St. Clair if and
when they sold the goods.

St. Clair purportedly perfected its interest in the consigned
goods by filing a financing statement pursuant to the Uniform
Commercial Code.  St. Clair is a supplier of entertainment-related
goods, including, but not limited to, digital video disks and
video movies.

As of Jan. 12, 2006, St. Clair asserted that the Debtors owed it
approximately $230,526 generated by the Debtors' prepetition sale
of certain goods that it had delivered to the Debtors.

In February 2006, at St. Clair's request, the Court modified the
automatic stay to allow St. Clair to proceed with an adversary
proceeding against the Debtors in an attempt to gain possession of
the Sale Proceeds totaling $230,526.

In April 2006, St. Clair filed Claim No. 1633 against the Debtors,
asserting a secured claim for $463,264 and a non-priority, general
unsecured claim for $96,739.

St. Clair then filed an adversary proceeding in May 2006 against
the Debtors and Wachovia Bank, as agent for the Debtors' senior
secured lenders, seeking to recover the Sale Proceeds, plus
interest.

The Debtors and Wachovia Bank have both objected to the Adversary
Proceeding.

In August 2006, the parties stipulated that the Informal Committee
of Secured Trade Vendors is permitted to intervene in the
Adversary Proceeding.

Subsequently, the parties engaged in negotiations and ultimately
entered into a settlement to resolve the Adversary Proceeding,
Claim No. 1633 and other related disputes.

The salient terms of the Settlement Agreement are:

   * In full and final satisfaction of the claims alleged in the
     Adversary Proceeding and Claim No. 1633, St. Clair will have
     an Allowed Secured Claim for $85,000 and an Allowed
     Unsecured Claim for $145,000;

   * St. Clair's Allowed Unsecured Claim will be treated as a
     Class 5 Claim under the proposed Plan of Liquidation;

   * The parties will mutually release and discharge all claims
     and liabilities against each other; and

   * St. Clair will dismiss the Adversary Proceeding, with
     prejudice.

The Official Committee of Unsecured Creditors, Wachovia Bank and
the Informal Committee all support the proposed settlement,
Andrea L. Johnson, Esq., at Kirkland & Ellis LLP, in New York,
informs the Court.

Ms. Johnson asserts that the Settlement Agreement is fair and
equitable, falls well within the range of reasonableness and
enables the parties to avoid any further costs of negotiation and
litigation.  "If the Court does not approve the Settlement
Agreement, the Debtors and St. Clair will likely engage in a
protracted litigation under the Adversary Action."

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 21; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NEW CENTURY: Moody's Puts Ba2 Rating on Class B-3 Certificates
--------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by New Century Alternative Mortgage Loan Trust
2006-ALT2 and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by New Century Mortgage Corporation
originated, fixed-rate, alt-a mortgage loans acquired by Goldman
Sachs Mortgage Company.  The ratings are based primarily on the
credit quality of the loans and on protection against credit
losses by subordination, excess spread, and overcollateralization.

Moody's expects collateral losses to range from 0.75% to 0.95%.

Wells Fargo Bank, National Association will service the mortgage
loans.  Moody's has assigned Wells Fargo its servicer quality
rating of SQ1 as a servicer of prime mortgage loans.

These are the rating actions:

   * New Century Alternative Mortgage Loan Trust 2006-ALT2

   * Asset-Backed Certificates, Series 2006-ALT2

                   Cl. AV-1, Assigned Aaa
                   Cl. AF-2, Assigned Aaa
                   Cl. AF-3, Assigned Aaa
                   Cl. AF-4, Assigned Aaa
                   Cl. AF-5, Assigned Aaa
                   Cl. AF-6A, Assigned Aaa
                   Cl. AF-6B, Assigned Aaa
                   Cl. M-1, Assigned Aa1
                   Cl. M-2, Assigned Aa2
                   Cl. M-3, Assigned Aa3
                   Cl. M-4, Assigned A2
                   Cl. B-1, Assigned Baa1
                   Cl. B-2, Assigned Baa3
                   Cl. B-3, Assigned Ba2


NEW YORK RACING: Wants to Hire UHY LLP as Financial Advisors
------------------------------------------------------------
The New York Racing Association, Inc. asks the U.S. Bankruptcy
Court for the Southern District of New York for authority to
employ UHY LLP, to provide financial, compliance, and employee
benefits attest services, and UHY Advisors NY, Inc., to provide
non-attest business advisory, tax accounting, and tax consulting
services.

UHY LLP and UHY Advisors will:

   a. provide financial attest services for the 401(k) Plan of
      NYRA, The Retirement Plan for Administrative and Racing
      Employees of NYRA, The Pension Plan for Employees of the
      Maintenance Department of NYRA, The Pension Plan for
      Employees of the Mutual Department of NYRA for the year
      ended Dec. 31, 2005 in connection with its annual reporting
      obligation under the Employee Retirement Income Security
      Act of 1974;
   
   b. serve as independent accountants to examine NYRA's
      compliance with the requirements of NYRA's system of
      accounting and internal control as filed with the New York
      State Racing & Wagering Board during the year ended Dec.
      31, 2006;
   
   c. provide financial attest services for NYRA;

   d. assist NYRA with its response to the State of New York Ad
      Hoc Committee on the Future of Racing's Request for
      Proposal for the New York State Racing Franchise, dated
      June 13, 2006; and

   e. prepare the annual federal and state tax returns that NYRA
      is required to file, subject to the completion of an audit
      by the firms.

Howard S. Foote, a partner at UHY LLP and a managing director at
UHY Advisors NY, Inc., tells the Court that the Firms'
professionals bill:

   Firm            Professional                   Hourly Rate
   ----            ------------                   -----------
   UHY LLP         Partners & Principals             $450
                   Principals & Managers             $300
                   Senior and Staff Accountants      $220

   UHY Advisors    Managing Directors                $450
                   Principals & Managers             $300
                   Senior and Staff Accountants      $220

Mr. Foote assures the Court that the Firm 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: Selects Dewey Ballantine as Special Corp. Counsel
------------------------------------------------------------------
The New York Racing Association Inc. asks the U.S. Bankruptcy
Court for the Southern District of New York for authority to
employ Dewey Ballantine LLP as special corporate, lobbying, real
estate, and litigation counsel.

Dewey Ballantine will perform necessary legal services in
connection with:

   a) the Debtor's franchise to operate racing and pari-mutuel
      betting at the racetracks;

   b) issues concerning the ownership of real and personal
      property (including, but not limited to, intellectual   
      property);

   c) issues concerning Debtor's contractual arrangements,
      including, but not limited to, Debtor's contract with MGM
      Grand (New York) LLC concerning the installation, operation,
      and management of video lottery terminals at the Aqueduct
      Racetrack; and
  
   d) efforts to obtain payment of approximately $19 million owed
      to the Debtor by the State of New York pursuant to a certain
      Memorandum of Understanding entered into on Dec. 30, 2005,
      between the Debtor, the Non-Profit Racing Association
      Oversight Board, and the New York State Division of the   
      Budget.

As compensation, Dewey will receive under a general retainer,
normal hourly rates in effect when services are rendered and will
be entitled to normal reimbursement of out-of-pocket expenses.

From September 2005, through October 27, 2006, Dewey received from
the Debtor approximately $1,030,998, which includes a monthly
$15,000 retainer the Debtor pays Dewey for certain lobbying and
corporate advice.

Eamon O'Kelly, a member of the firm, assures the Court that Dewey
Ballantine does not represent or hold any interest adverse to the
Debtor or its estate with respect to the legal matters as to which
the firm is to be employed by the Debtor.

                      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: Wants Until Jan. 2 to File Schedules & Statements
------------------------------------------------------------------
The New York Racing Association Inc. asks the U.S. Bankruptcy
Court for the Southern District of New York to extend the 15-day
period for filing its schedules of assets and liabilities and
other financial statements for an additional 45 days, to Jan. 2,
2007.

NYRA said that it is unable to complete its schedules and
statements during the 15-day period due to the size and complexity
of its operations and the strain exerted on the company's
resources due to the bankruptcy filing.  NYRA reasons that their
primary focus had been on getting the case filed.

NYRA filed for chapter 11 protection on Nov. 2, 2006.  The company
also filed, together with its petition, a list of all its
creditors including creditors holding the 20 largest unsecured
claims against the company.

                     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.


NORTEL NETWORKS: Declares Preferred Share Dividends
---------------------------------------------------
The board of directors of Nortel Networks Limited has declared a
dividend on each of the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 and the outstanding Non-cumulative
Redeemable Class A Preferred Shares Series 7.

The dividend amount for each series is calculated in accordance
with the terms and conditions applicable to each respective
series, as set out in the Company's articles.  The annual dividend
rate for each series floats in relation to changes in the average
of the prime rate of Royal Bank of Canada and The Toronto-Dominion
Bank during the preceding month and is adjusted upwards or
downwards on a monthly basis by an adjustment factor which is
based on the weighted average daily trading price of each of the
series for the preceding month, respectively.  

The maximum monthly adjustment for changes in the weighted average
daily trading price of each of the series will be plus or minus
4.0% of Prime.  The annual floating dividend rate applicable for a
month will in no event be less than 50% of Prime or greater than
Prime.  The dividend on each series is payable on January 12, 2007
to shareholders of record of such series at the close of business
on December 29, 2006.

                     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 STREET: Fitch Affirms C Rating on Fixed-Rate Income Notes
---------------------------------------------------------------
Fitch Ratings has affirmed these North Street Referenced Linked
Notes listed below, effective immediately:

   Series 2000-1

     -- $36,000,000 class A floating-rate notes 'AA-';
     -- $40,000,000 class B floating-notes 'BBB-';
     -- $31,000,000 class C floating-rate notes 'B/DR1';
     -- $14,000,000 class D-1 floating-rate notes remain at

   'CC/DR5';

     -- $20,000,000 class D-2 fixed rate notes remain at 'CC/DR5';
     -- Fixed-rate income notes remain at 'C/DR6'.

   Series 2002-1A

     -- $50,000,000 class A floating-rate notes 'AAA';
     -- $100,000,000 class B floating-rate notes 'AAA'.

North Street 2000-1, North Street 2002-1A and North Street 2000-1
Senior Credit Linked Notes are partially funded synthetic
collateralized debt obligations backed by a credit default swap
portfolio entered into with UBS Investment Bank, which consists of
corporate bonds, asset-backed securities, and real estate
investment trust securities.

These affirmations are a result of stable portfolio performance.  
Since Fitch's latest rating action on Nov. 10, 2006, three credit
events have occurred in the reference portfolio: Delphi, Calpine
and AFT 3-C.  However, Fitch's November 2005 review incorporated
the likelihood of the aforementioned events.  Calpine settled
above par and no credit protection payment was made.  The deal
asset portfolio had relatively small exposures to Delphi and AFT
3-C, $2,500,000 and $1,500,000 respectively, and the bulk of
credit protection payments were covered by accrued interest on the
income notes, which have a 20% coupon.  The par balance of the
income notes was written down from $18,759,778 to $18,065,102
since Fitch's last rating action.  Further, Fitch's Weighted
Average Rating Factor has remained stable since last review.  
Currently there are no defaulted assets in the portfolio.

Fitch also discussed the current state of the portfolio with the
asset manager and its portfolio management strategy going forward
as part of its review.

The ratings of all classes of notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The rating of the
income notes addresses the likelihood that investors will receive
full and timely payments of interest, at the rated coupon of 8%,
as well as the stated balance of principal by the legal final
maturity date.


ORTHOMETRIX INC: Sept. 30 Balance Sheet Upside Down by $1.4 Mil.
----------------------------------------------------------------
For the third quarter ended Sept. 30, 2006, Orthometrix Inc.
reported a $1,042,579 net loss on $1,967,390 of revenues, compared
with a $1,523,248 net loss on $1,165,445 of revenues in the
comparable quarter of 2005.

At Sept. 30, 2006, the Company's balance sheet showed $1,091,211
in total assets and $2,502,892 in total liabilities, resulting in
a $1,411,681 stockholders' deficit.

The Company's Sept. 30 balance sheet also showed strained
liquidity with $989,319 in total current assets and $2,435,963 in
total current liabilities.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?14b0

Orthometrix Inc. markets, sells, and services several
musculoskeletal product lines used in pharmaceutical research,
diagnosis, and monitoring of bone and muscle disorders, sports
medicine, rehabilitative medicine, physical therapy, and pain
management.


OSHKOSH TRUCK: $3.2 Billion JLG Deal Cues Moody's Ba3 Debt Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 first time rating to
Oshkosh Truck Corporation's $3.5 billion first lien senior secured
credit facility and a Ba3 corporate family rating.

The purpose of the proposed credit facility is to fund Oshkosh's
acquisition of JLG Industries, Inc. for an aggregate purchase
price of $3.2 billion, net cash and including closing costs.  The
ratings reflect both the overall probability of default of the
company, to which Moody's assigns a PDR of Ba3, and a loss given
default of LGD 3 (47%) for the first lien senior secured credit
facility.

Moody's also assigned a SGL-2 Speculative Grade Liquidity Rating
to Oshkosh.

The rating outlook is stable.

In a related action, Moody's affirmed the B2 rating for JLG's
$89.5 million Subordinated Notes and lowered to B2 from Ba3 the
rating for its $113.8 million Unsecured Notes.

The rating outlook is stable.

As part of the acquisition, JLG has commenced a tender offer and
consent solicitation for these note issues.  Under the terms of
this offer any untendered notes will be subject to a stripping of
protective covenants.  

The ratings have been adjusted to reflect the risk of any stub
pieces that may remain outstanding following expiry of the offer.  
If a substantial portion of the issues are redeemed as part of the
tender offer or if insufficient information is available to
monitor these specific instruments within the overall Oshkosh
group, the ratings could be withdrawn.  The corporate family
rating and probability of default ratings of JLG have been
withdrawn.

While recognizing the financial strength of Oshkosh before the
acquisition, Moody's analyst Peter Doyle said, "the Ba3 corporate
family rating reflects the reduction in credit metrics that will
result from its acquisition of JLG".

Oshkosh will increase balance sheet debt in excess of
$3.1 billion.  

As a result of the increased leverage, credit metrics will erode
on a projected basis for 2007:

   -- EBIT/interest to about 2.8x;
   -- FCF/Debt to 2.5%; and,
   -- Debt/EBITDA to about 4.6x.

While meeting debt service requirements of its leveraged capital
structure, Oshkosh must also contend with the ongoing cyclicality
of the non-residential construction sector, JLG's primary end
market, and integrating a significant acquisition.

These weaknesses, however, are balanced against the potential
benefits of combining Oshkosh and JLG. JLG's strong financial
results are driven from the success of the North American economy,
the ongoing robust non-residential construction market, and its
strategic alliance with Caterpillar.

Additionally, Oshkosh should benefit from the sharing of
technologies, expected savings from procurement opportunities, and
capitalizing on JLG's existing operating efficiencies.  These
strengths in addition to the company's rationalization program and
a commitment to maintain ample liquidity should enable Oshkosh to
strengthen debt protection measures over the intermediate term.

The stable outlook for Oshkosh reflects Moody's expectations that
its debt protection measures should be supportive of the Ba3
rating over the next twelve to eighteen months.  Moody's
anticipates that Oshkosh will improve its operations due to
increasing diversification of its product lines, strong demand in
most of its end-markets, and a commitment to debt reduction.

The Ba3 rating of the $3.5 billion first lien senior secured
credit facility reflects an LGD 3 (47%) loss given default
assessment as this facility represents the company's entire debt
structure and offers superior collateral position over other
creditors who would have potential claims.  The credit facility
will have a first lien on substantially all of the company's
assets excluding real estate, and where applicable, capital stock
of subsidiaries.

The SGL-2 Speculative Grade Liquidity Rating reflects Moody's
belief that the company will maintain a good liquidity profile
over the next 12-month period.  The SGL rating anticipates that
approximately $290 million in availability at closing under the
company's proposed first lien senior secured credit facility and
free cash flow should be sufficient to fund the company's capital
spending and operational needs over the next 12 months.

Oshkosh ratings assigned:

   -- Corporate family rating Ba3;

   -- Probability-of-default rating Ba3;

   -- $500 million senior secured revolving credit facility due
      late 2011 at Ba3, LGD3, 47%;

   -- $400 million senior secured Term Loan A due late 2011 at
      Ba3, LGD3, 47%;

   -- $2.6 billion senior secured Term Loan B due late 2013 at
      Ba3, LGD3, 47%;

   -- Speculative Grade Liquidity at SGL-2.

JLG ratings affirmed:

   -- $113.8 million 8.375% Gtd. Sr. Subordinated Notes due 2012
      at B2, LGD6, 97%.

JLG ratings lowered:

   -- $89.5 million 8.25% Gtd. Sr. Unsecured Notes due 2008 at
      B2, LGD6, 96% from Ba3, LGD4, 56%.

JLG ratings withdrawn:

   -- Corporate family rating Ba3;
   -- Probability-of-default rating Ba3.

Oshkosh, headquartered in Oshkosh, WI, is a diversified heavy
equipment manufacturer currently with three business segments
supporting the defense, fire and emergency, and commercial end
markets.

JLG industries, Inc., headquartered in McConnellsburg, PA, with
executive offices in Hagerstown, MD, is a manufacturer of aerial
work platforms and telehandlers.


OSHKOSH TRUCK: $3.2 Billion JLG Deal Cues S&P's 'BB' Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Oshkosh, Wis.-based Oshkosh Truck Corp.

At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to the company's proposed $3.5 billion senior
secured credit facilities.  The facilities are rated 'BB' with a
recovery rating of '2', indicating expectation of substantial
recovery of principal (80%-100%) in the event of a default.

"The ratings on Oshkosh reflect the company's aggressive financial
profile, which more than offsets the company's leading business
positions in key segments of the specialty vehicle market, and
satisfactory product and end market diversity," said Standard &
Poor's credit analyst Anita Ogbara.  

Oshkosh is a designer, manufacturer, and marketer of a broad range
of specialty commercial, fire and emergency, and military
vehicles.  The company maintains leadership positions in heavy-
duty rescue vehicles, severe-duty tactical trucks, custom and
commercial pumpers, severe-duty plow and snow removal vehicles,
concrete mixers, refuse truck bodies, and tow trucks.

On Oct. 15, 2006, Oshkosh signed a definitive agreement to acquire
JLG Industries Inc. for a total purchase price of approximately
$3.2 billion net of cash and including transaction costs.  The
transaction will be financed with a $3.5 billion senior secured
credit facility.  JLG is a manufacturer of access
and material-handling equipment for construction equipment and
rental markets.

The company is engaged in the manufacture of aerial work platform.  
As a result of the JLG acquisition, Oshkosh should benefit from
increased product, end market and geographic diversity, as well as
procurement and cost synergies.  The company expects to generate
revenues and operating income by segment as follows; access
equipment, defense, fire and emergency, and commercial.


PACIFIC BAY: Fitch Holds BB- Rating on $17 Mil. Preference Shares
-----------------------------------------------------------------
Fitch affirms five classes of rated notes issued by Pacific Bay
CDO, Limited.  These rating actions are effective immediately:

     -- $236,716,758 class A-1 first priority senior secured
        floating rate notes affirmed at 'AAA';

     -- $64,000,000 class A-2 second priority senior secured
        floating rate notes affirmed at 'AAA';

     -- $36,000,000 class B third priority senior secured floating
        rate notes affirmed at 'AA';

     -- $6,688,729 class C mezzanine secured floating rate notes
        affirmed at 'A-';

     -- $17,000,000 preference shares affirmed at 'BB-'.

Pacific Bay is a collateralized debt obligation, which closed in
November 2003.  The portfolio is comprised of residential
mortgage-backed securities, commercial mortgage-backed securities,
asset-backed securities, corporate securities and CDOs.  Pacific
Bay has exited reinvestment period in November 2005 and began to
amortize.  As of November 2006 payment date class A-1 notes have
been paid down by 24.85% from the original amount.  Further, due
to a structural feature which caps interest distributions to the
preference shares at 14% per annum and amortizes the class C notes
with the excess spread, the class C notes have paid down by 60.65
% since the closing of the deal three years ago.  This de-
leveraging of class A-1 and C notes has increased the credit
enhancement levels for all classes.

The portfolio has continued to perform since last review.  Fitch
Weighted Average Rating Factor is stable at 3.5 and all of
overcollateralization and interest coverage tests are within their
corresponding covenants.  Currently, there are two defaulted
securities in the portfolio which amount to 0.5% of the portfolio.

The ratings of the class A-1, A-2 and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The rating
of the class C notes addresses the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the legal final maturity date.  The rating of the preference
shares addresses the ultimate payment of a 2% yield per annum on
the preference share rated balance as well as the preference share
rated balance by the legal final maturity date.


PANAVISION INC: AFM Acquisition Prompts Moody's to Affirm B2 CFR
----------------------------------------------------------------
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.


PEDRO ORTEGA: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Pedro Ortega
        Adela Anguiano
        3625 Sorreno Avenue
        Modesto, CA 95356

Bankruptcy Case No.: 06-90709

Chapter 11 Petition Date: November 8, 2006

Court: Eastern District of California (Modesto)

Judge: Robert S. Bardwil

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

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

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


PENN NATIONAL: To Acquire Zia Park Racetrack for $200 Million
-------------------------------------------------------------
Penn National Gaming Inc. entered into a definitive agreement to
purchase Zia Partners LLC's 320 acres of land, for $200 million,
which are primarily comprised of Zia Park Racetrack and its Black
Gold Casino on approximately subject to standard working capital
and other adjustments.  The acquisition will diversify Penn
National's operations into the New Mexico gaming and racing market
and is expected to be immediately accretive to earnings upon
closing.

"We're excited to be adding Zia Park to our diverse portfolio of
successful racing and gaming properties, and to be entering a
market where the state has worked collectively with racing and
gaming to create a favorable environment" Commenting on the
acquisition, Peter M. Carlino, Chief Executive Officer of Penn
National stated.  "Zia Park is an attractively valued acquisition
that is just two years old and does not require significant
capital expenditures.  The facility's success in attracting
patrons from west Texas has driven revenue growth during its first
two years of operations.  We look forward to completing this
transaction and welcoming Zia Park employees to Penn National."

The transaction, which is anticipated to close mid-2007, is
subject to customary closing conditions and approval by the New
Mexico Gaming Control Board and New Mexico Racing Commission as
well as other regulatory bodies.  Penn National Gaming intends to
fund the purchase with additional borrowings under its existing
$750 million revolving credit facility of which $357.5 million was
drawn at Sept. 30, 2006.

Located in Hobbs, in eastern New Mexico, Zia Park is an integrated
thoroughbred and quarterhorse racetrack and gaming facility that
runs a 49-day race meet.  The facility's Black Gold Casino
features approximately 750 slot machines as well as the Black Gold
Buffet and Black Gold Steakhouse and the Home Stretch Bar & Grill.  
In the twelve months ended September 30, 2006,
Zia Park reported that its operations generated approximately
$69.7 million in revenue and approximately $24.5 million in
EBITDA.

Penn National Gaming, Inc. -- http://www.pngaming.com/-- owns and  
operates casino and horse racing facilities with a focus on slot
machine entertainment.  The Company presently operates fifteen
facilities in thirteen jurisdictions including Colorado, Illinois,
Indiana, Iowa, Louisiana, Maine, Mississippi, Missouri, New
Jersey, Ohio, Pennsylvania, West Virginia, and Ontario.  In
aggregate, Penn National's facilities feature over 17,500 slot
machines, over 400 table games, over 2,000 hotel rooms and
approximately 575,000 square feet of gaming floor space.  The
property statistics in this paragraph exclude two Argosy
properties which the company anticipates divesting, but are
inclusive of the Company's Casino Magic - Bay St. Louis, in Bay
St. Louis, Mississippi and the Boomtown Biloxi casino in Biloxi,
Mississippi, which remain closed following extensive damage
incurred as a result of Hurricane Katrina.

                        *     *     *

On Oct. 5, 2006, Moody's Investors Service's confirmed Penn
National Gaming Inc.'s Ba2 Corporate Family Rating.

Additionally, Moody's revised its Ba3 rating on the company's
6-7/8% senior subordinated notes to B1.


PILLOWTEX CORP: Disclosure Statement Hearing Set for December 18
----------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware will convene a hearing at 2:00 p.m., on
Dec. 18, 2006, to consider the adequacy of the disclosure
statement explaining Pillowtex Corporation and its debtor-
affiliates' Joint Plan of Liquidation.  The hearing will be held
at the U.S. Bankruptcy Court in Delaware, B24 Market Street,
Courtroom No. 2, in Wilmington, Delaware.

A copy of the Disclosure statement is available for free
at http://ResearchArchives.com/t/s?14b6

The Disclosure Statement supersedes and replaces the amended
disclosure statement with respect to the Debtors' March 12, 2006
amended joint plan of reorganization.

Objections to the approval of the Disclosure Statement must be
received on or before 4:00 p.m., on Dec. 11, 2006, by:

     The Clerk of the Bankruptcy Court
     District of Delaware
     824 Market Street, 3rd Avenue
     Wilmington, DE 19801

     Office of the US Trustee
     Attn: David M. Klauder, Esq.
     844 King Street, sutie 2207
     Wilmington, DE 19801

     Counsel to Debtors:

     Debevoise & Plimpton  LLP
     Attn: Richard F. Hahn, Esq.
     919 Third Avenue
     New York, NY 1002

     Morris, Nichols, Arsht, & Tunnell LLP
     Attn: William H. Sudell, Jr., Esq.
     1201 North Market Street, P.O. Box 1347
     Wilmington, Delaware 19899

     Counsel to the Official Committee of Unsecured Creditors:

     Hahn & Hessen LLP
     Attn: Mark Indeticato, Esq.
     488 Madison Avenue
     New York, NY 10022

     Blank Rome LLP
     Attn: Jason W. Staib, Esq.
     1201 Market Street
     Wilmington, DE 19801

                        Plan Overview

The Plan provides for the substantive consolidation of the estates
of the Debtors.  On the effective date, each Debtor other than
Pillowtex will be deemed merged into Pillowtex and:

     -- all guarantees of any Debtor for the payment, performance
        or collection of obligation of any other Debtor will be
        eliminated and cancelled;

     -- any obligation of any Debtor and all guarantees by one or
        more of the other Debtors will be deemed to be a single
        claim against the Consolidated Debtors;

     -- all joint obligations of two or more of the Debtors and
        all multiple claims against any Debtor on account of these
        joint obligations will be treated and allowed only as a
        single claim against the Consolidated Debtors; and

     -- each proof of claim filed against any Debtor will be
        deemed filed only against the Consolidated Debtors and
        will be deemed a single obligation of the consolidated
        Debtors.

                       Treatment of Claims

Holders of Priority Claims, estimated at $150,000, will be paid
the full amount of their allowed claims on the effective date.

Holders of other secured claims, totaling $5.5 million, will
receive the collateral securing their claim.   Any excess amount
of the allowed claim over the value of the collateral will be
treated as a general unsecured claim.

Convenience Claims are estimated to amount to $12.5 million.  Each
person holding a convenience claim will recover 10% of the allowed
claim on the effective date.

Holders of General Unsecured Claims, totaling $172.5 million, will
receive a pro rata share of the beneficial interests, the initial
distribution amount and interim distribution amounts.   

On the effective date, the Pillowtex Equity and Securities Trading
Claims will be cancelled and holders will not be entitled to
receive or retain any property or interest.  Likewise, all
subsidiary equity will be cancelled and holders will get nothing
under the plan.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to  
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
Chapters 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  Jason W.
Staib, Esq., and Mark J. Packel, Esq., at Blank Rome LLP represent
the Official Committee of Unsecured Creditors.  On July 30,
2003, the Company listed $548,003,000 in assets and $475,859,000
in debts.


PREDIWAVE CORP: Hires Allen & Overy as Hong Kong Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
gave Prediwave Corporation authority to employ Allen & Overy as
its Hong Kong Litigation Counsel.

Allen & Overy is expected to represent the Debtor in its Hong Kong
proceedings, effective Aug. 17, 2006.  The Hong Kong proceedings
relate to the Debtor's bulk purchase of memory modules in the
years 2000 and 2001.

Allen & Overy will also instruct Mr. Chua Guan-Hock S.C., the
Debtor's senior counsel, in connection with the Hong Kong
proceedings.

The Debtor will pay 30% of Allen & Overy's fees in connection with
the litigation while the other defendants will shoulder the
remaining 70%.

Angus Ross, Esq., firm's partner, assured the Court that his firm
does not hold any interest adverse to the Debtors, its estate or
creditors.

Mr. Ross can be reached at:

     Allen & Overy LLP
     1221 Avenue of the Americas
     New York, NY 10020
     United States of America
     Tel: (212) 610-6300
     Fax: (212) 610-6399
     http://www.allenovery.com/

Headquartered in Fremont, Calif., PrediWave Corporation --
http://www.prediwave.com/-- provides cable and satellite    
operators with end-to-end digital broadcast platforms, and offers
products like Video On Demand, Digital Video Recording,
interactive video shopping, and subscription services.  The Debtor
filed for chapter 11 protection on April 14, 2006 (Bankr. N.D.
California Case No. 06-40547).  Robert A. Klyman, Esq., at Latham
& Watkins, LLP, and Jonathan S. Shenson, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP represent the Debtor in its restructuring
efforts.  John D. Fiero, Esq., at Pachulski, Stang, Ziehl, Young
and Jones represents the Official Committee Of Unsecured
Creditors.  The Debtor's Schedules of Assets and Liabilities
showed $145,282,246 in total assets and $773,033,371 in total
liabilities.


PRIMA CAPITAL: Fitch Rates Three Note Classes at Low Bs
-------------------------------------------------------
Derivative Fitch has assigned the following ratings to Prima
Capital CRE Securitization 2006-1 Ltd. and Prima Capital CRE
Securitization 2006-1 Corp., (collectively Prima 2006-1) as of the
closing date (Nov. 6, 2006):

     -- $333,359,810 class A-1 fixed rate notes due December 2048
        'AAA';

     -- $64,031,000 class A-2 fixed rate notes due December 2048
        'AAA';

     -- $27,839,000 class B fixed rate notes due December 2048
        'AA';

     -- $22,271,000 class C fixed rate deferrable interest notes
        due December 2048 'A+';

     -- $16,703,000 class D fixed rate notes due December 2048
        'A-';

     -- $18,095,000 class E fixed rate notes due December 2048
        'BBB+';

     -- $12,527,000 class F fixed rate notes due December 2048
        'BBB';

     -- $9,743,000 class G fixed rate notes due December 2048
        'BBB-';

     -- $13,919,000 class H fixed rate notes due December 2048
        'BB';

     -- $15,311,000 class J fixed rate notes due December 2048
        'B';

     -- $5,567,000 class K fixed rate notes due December 2048
        'B-'.


PSYCHIATRIC SOLUTIONS: Loan Add-On to Buy Alternative Behavioral
----------------------------------------------------------------
Psychiatric Solutions Inc. amended and restated its Senior Secured
Credit Facilities.  The Company plans to increase its existing
term loan by $150 million and expand its revolver by $150 million.  
The add-on to the term loan and a portion of the revolver will be
used to finance the $210 million cash purchase of Alternative
Behavioral Services Inc., which is expected to occur on Dec. 1,
2006, subject to customary closing conditions.

"We are pleased to increase our earnings guidance for 2007 as
a result of our anticipated acquisition of ABS" Joey Jacobs,
Chairman, President and Chief Executive Officer of PSI, remarked.  
"We not only expect the ABS facilities to be accretive to our 2007
results, but we also expect to produce further growth in revenues
and profit margins at the ABS facilities in subsequent years."

Citigroup Global Markets Inc. and Banc of America Securities LLC
are acting as Joint Bookrunning Manager and Joint Lead Arranger on
the $150 million add on to the term loan and Banc of America is
acting as Sole Lead Arranger and Sole Bookrunner on the revolving
credit facility.

Psychiatric Solutions increased its guidance for 2007 earnings per
diluted share to a range to $1.42 to $1.46 from the previous range
of $1.37 to $1.41. The Company's guidance has been increased to
reflect the positive impact of the ABS acquisition. This guidance
does not include the impact from any other future acquisitions.

Headquartered in Franklin, Tennessee, Psychiatric Solutions, Inc.
-- http://www.psysolutions.com/-- offers an extensive continuum  
of behavioral health programs to critically ill children,
adolescents and adults through its operation of 58 owned or leased
freestanding psychiatric inpatient facilities with more than 6,500
beds in 27 states.  PSI also manages freestanding psychiatric
inpatient facilities for government agencies and psychiatric
inpatient units within medical/surgical hospitals owned by others.

                         *     *     *

On Nov. 7, 2006, 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 held its B1 Corporate
Family Rating for Psychiatric Solutions, Inc.

Additionally, Moody's held its senior subordinated notes' rating
at B3, due 2013 and 2014.


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.


QUEEN ANNE: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Queen Anne Courts #1, LLC
        839 Main Street, Studio 100
        Lafayette, IN 47901

Bankruptcy Case No.: 06-40388

Chapter 11 Petition Date: November 7, 2006

Court: Northern District of Indiana (Hammond Division at
       Lafayette)

Judge: Robert E. Grant

Debtor's Counsel: David A. Rosenthal, Esq.
                  410 Main Street
                  P.O. Box 349
                  Lafayette, IN 47902
                  Tel: (765) 423-5375
                  Fax: (765) 423-2597

Total Assets: $3,000,000

Total Debts:  $3,980,000

Debtor's Largest Unsecured Creditor:

   Entity                              Claim Amount
   ------                              ------------
TLC, LLC                                   $980,000
c/o Harry L. Mohler
630 South Street
Lafayette, IN 47901


REVLON INC: Posts $100.5 Million Net Loss in 2006 Third Quarter
---------------------------------------------------------------
Revlon, Inc., generated $306 million of net sales for the third
quarter ended Sept. 30, 2006, compared with net sales of
$275 million in the third quarter 2005.  Operating loss in third
quarter 2006 was approximately $57 million, after giving effect to
significant expenses during the quarter related to restructuring,
discontinuing Vital Radiance and executive severance.

In the United States, net sales for the quarter advanced 13% to
$160 million, compared with net sales of $142 million in the third
quarter of 2005.  This performance largely reflected the net sales
reduction in the current quarter due to Vital Radiance and the
Almay returns and allowances provisions in the 2005-quarter.
Excluding these factors, net sales in the U.S. were essentially
even with the prior year.

In International, net sales for the quarter advanced 9% to
$146 million, versus net sales of $134 million in the third
quarter of 2005.  Excluding the impact of foreign currency
translation, this performance was driven by strength in each of
the Company's three geographic regions, particularly Europe and
Latin America.  Favorable foreign currency translation added less
than one percentage point to the International growth in the
quarter.

Net loss in the third quarter of 2006 was $100.5 million compared
with net loss of $65.4 million in the third quarter of 2005,
largely driven by the same factors that impacted operating
profitability in the quarter, as well as higher interest expense.  
Cash flow used for operating activities in the third quarter of
2006 was $29.3 million, compared with cash flow used for operating
activities of $69.1 million in the third quarter of 2005.  This
performance largely reflected the significant use of working
capital in the 2005 quarter related to Vital Radiance and the
restage of Almay, partially offset by the increase in net loss in
the current quarter.

During the quarter, the Company began the implementation of its
organizational streamlining, as well as the discontinuance of
Vital Radiance, which did not maintain an economically feasible
retail platform for future growth.  In addition, the Company
incurred executive severance during the quarter related to a
change in leadership at the Company.  Revlon reiterated its belief
that its restructuring actions taken in the first and third
quarters of 2006, the total impact of Vital Radiance and executive
severance, while negatively impacting its operating profitability
in the third quarter by some $72 million and the full year 2006 by
an estimated $140 million, will accelerate the Company's path to
becoming net income and cash flow positive.

Commenting on the results for the quarter, Revlon President and
Chief Executive Officer David Kennedy stated, "Our results in the
quarter reflect the important, and admittedly costly, decisions we
have made to position Revlon for future success.  We are fortunate
to have such a strong portfolio of brands, and we intend to
leverage the tremendous equity of these brands--particularly
Revlon--as we move forward.  Importantly, our go-forward approach
will continue to focus on bringing innovation and excitement to
the market in a way that is intensely focused on driving our
profitability and cash flow."

                    Organizational Streamlining

During the quarter the Company initiated an organizational
streamlining to eliminate redundancy, reduce layers of management
and overhead costs and improve profit margins.  This restructuring
will reduce the Company's U.S. workforce by approximately 250
positions and result in estimated ongoing annualized savings of
approximately $34 million.  The Company expects the total cost of
the program to be approximately $29 million, which it expects to
incur over the 2006 and 2007 period.  In this regard, the Company
incurred restructuring and related charges during the third
quarter totaling approximately $14 million related to severance
and other termination benefits and expects to incur an additional
$7 million in charges related to this program in the fourth
quarter of 2006.

The Company incurred charges totaling approximately $49 million
during the third quarter related to its decision to discontinue
the Vital Radiance brand.  The charges include a provision for
returns and allowances of approximately $31 million, as well as
approximately $15 million for the write-off of inventories and
selling and promotional materials, and approximately $3 million
for the write-off and accelerated amortization of displays.  The
Company indicated that, including the cost to discontinue the
brand, Vital Radiance is expected to negatively impact its full
year operating profitability by approximately $100 million,
including the impact of approximately $92 million incurred through
the first nine months of 2006.

Commenting on the Company's financial performance, Mr. Kennedy
stated, "Our performance in the third quarter was significantly
impacted by the costs of the decisions we announced in September.  
We continue to expect net sales for the full year 2006 to be
approximately $1,340 million, including the impact of Vital
Radiance returns and allowances provisions taken during the year.  
In addition, we continue to expect Adjusted EBITDA for the year to
be approximately $75 million to $85 million, after giving effect
to the impacts of the restructuring charges taken during the year,
the expected full-year impact of Vital Radiance, and executive
severance, which collectively are expected to negatively impact
Adjusted EBITDA by approximately $125 million.  As we look ahead,
we are confident in our ability to achieve Adjusted EBITDA of
approximately $210 million in 2007."

                      Nine-Month Results

Net sales in the first nine months of 2006 advanced approximately
6% to $953 million, compared with net sales of $895 million in the
first nine months of 2005.  In the United States, net sales
advanced 7% to $538 million for the first nine months of 2006,
versus net sales of $502 million in the same period last year.  
International net sales of $415 million in the first nine months
of 2006 advanced approximately 6% versus net sales of $393 million
in the year-ago period.  Excluding the favorable impact of foreign
currency translation, International net sales grew approximately
5% in the nine-month period.

Net loss in the first nine months of 2006, after giving effect to
restructuring, discontinuing Vital Radiance and executive
severance, was $245.8 million, compared with a net loss in the
first nine months of 2005 of $148.0 million.  Cash flow used for
operating activities in the first nine months of 2006 was
$124.8 million, compared with cash flow used for operating
activities of $115.9 million in the first nine months of 2005.

                           About Revlon

Revlon, Inc. -- http://www.revloninc.com/-- is a worldwide  
cosmetics, skin care, fragrance, and personal care products
company.  The Company's vision is to deliver the promise of beauty
through creating and developing the most consumer preferred
brands.  The Company's brands include Revlon(R), Almay(R), Vital
Radiance(R), Ultima(R), Charlie(R), Flex(R), and Mitchum(R).

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Moody's Investors Service reported that it lowered Revlon Consumer
Products Corporation's long-term ratings, including the corporate
family rating to Caa1 from B3.  Moody's affirmed the company's
speculative grade liquidity rating of SGL-4.  These rating actions
reflect the higher risk of future debt restructurings that may be
unfavorable to current bondholders, as well as the significant
liquidity and financial challenges that Revlon faces in the next
6-12 months.  The outlook remains negative.


RONALD SERAFIN: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ronald Serafin
        dba The Serafin Group
        15205 Wolf Lake Forest
        Jackson, MI 49201

Bankruptcy Case No.: 06-56441

Chapter 11 Petition Date: November 8, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Kurt A. O'Keefe
                  Woods and O'Keefe
                  645 Griswold Street, Suite 3156
                  Detroit, MI 48226
                  Tel: (313) 962-4630
                  Fax: (313) 962-9847

Total Assets: $1,964,474

Total Debts:  $2,227,997

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
America Servicing Company        Four Unit Apartment     $124,000
P.O. Box 10388                   Building, 521 Elm       Secured:
Des Moines, IA 50306-0388        Toledo, OH               $70,000

                                 Four Unit Apartment     $133,000
                                 Building, 612 Elm       Secured:
                                 Toledo, OH              $110,000

Chase                            Home at 234              $51,933
P.O. Box 52130                   Damon Jackson, MI       Secured:
Phoenix, AZ 85072-2130                                    $25,000

                                 Home at 515              $63,928
                                 22nd Jackson, MI        Secured:
                                                          $40,000

                                 Home at 806              $57,915
                                 Second                  Secured:
                                 Jackson, MI              $25,000

Chase Manhattan                  Home at 126              $55,491
P.O. Box 509011                  Hollis Jackson, MI      Secured:
San Diego, CA 92150-9011                                  $45,000

                                 Home at 128              $57,907
                                 Hollis Jackson, MI      Secured:
                                                          $50,000

Citizens Bank                    906 Burr Jackson, MI     $48,172
P.O. Box 59720                                           Secured:
Schaumburg, IL 60159-0720                                 $40,000

Key Bank                         Five Unit Apartment     $125,000
P.O. Box 10099                   Building, 529 Elm       Secured:
Toledo, OH 43699                 Toledo, OH              $100,000

Lucas County Treasurer           Four Unit Apartment      $33,540
One Government Center            Building, 517 Elm       Secured:
Suite 500                        Toledo, OH               $60,000
Toledo, OH 43604-2253                                Senior Lien:
                                                          $97,000

Option One                       Home at 158              $49,459
Payment Processing               Hollis Jackson, MI      Secured:
Department 7821                                           $39,500
Los Angeles, CA 90084-7821
                                 Four Unit Apartment      $97,000
                                 Building, 517 Elm       Secured:
                                 Toledo, OH               $60,000

                                 Three Unit Apartment     $81,000
                                 Apartment Building      Secured:
                                 1012 North Huron         $55,000
                                 Toledo, OH

Washington Mutual                Home at 1230             $53,767
9451 Corbin Avenue               Woodbridge              Secured:
No. 10204                        Jackson, MI              $45,000
Northridge, CA 91324
                                 Home at 138              $35,639
                                 Rockwell                Secured:
                                 Jackson, MI              $20,000

                                 Home at 1207             $52,976
                                 South Jackson           Secured:
                                 Jackson, MI              $40,000

Internal Revenue Service         Income Tax               $36,902

John R. Wanick                   Services                 $22,756

M & M Construction               Services                 $20,000

Atlas Paving                     Services                 $14,500


SAI HOLDINGS: Case Summary & 46 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: SAI Holdings Ltd.
        P.O. Box 105
        Butner, NC 27509
        Tel: (919) 575-6523
        Fax: (919) 575-9344

Bankruptcy Case No.: 06-33227

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                          Case No.
      ------                          --------
      Athol Manufacturing Corp.       06-33228
      Sandusky, Ltd.                  06-33229

Type of Business: The Debtors manufacture and retail vinyl-coated
                  upholstery fabrics.

Chapter 11 Petition Date: November 8, 2006

Court: Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtors' Counsel: Ronald E. Gold, Esq.
                  Frost Brown Todd LLC
                  2200 PNC Center
                  201 East Fifth Street
                  Cincinnati, OH 45202-4182
                  Tel: (513) 651-6156
                  Fax: (513) 651-6981

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

A. SAI Holdings Ltd.'s Six Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Cardmember                         Trade Debt             $10,315
824 North 11th Street
St. Louis, MO 63101-1016

Travel Gallery                     Trade Debt              $1,653
231 East Market Street
Sandusky, OH 44870

Heller Associates                  Trade Debt                $989
2755 Bristol Street
Costa Mesa, CA 92626

ADP, Inc.                          Trade Debt                $408
7007 East Pleasant Valley Road
Cleveland, OH 44131

United Way of Erie City            Trade Debt                $122
416 Columbus Avenue
Sandusky, OH 44870

Pension Benefit Guaranty Corp.     Guaranty               Unknown
1200 K Street Northwest, Suite 270
Washington, D.C. 20005

B. Athol Manufacturing Corp.'s 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Exxonmobil Chemical                Trade Debt            $694,531
c/o Bill McGuire
388 South Main Street
Akron, OH 44311
Tel: (330) 849-5757

GMAC Commercial Finance            Trade Debt            $678,127
c/o Malcolm Heald
Mill Lane
Kingsley Cheshire
England, WA68IA
011-44-1606-354-380

Polyone Corporation                Trade Debt            $576,904
c/o Candy Poissant
33587 Walker Road
Avon Lake, OH 44012
Tel: (866) 765-9663

Georgia Gulf Corp.                 Trade Debt            $548,799
c/o Verette Polk
2600 Highway 405 South
Plaquemine, LA 70764
Tel: (225) 685-2544

Vinnolit GmbH & Co. KG             Trade Debt            $537,151
c/o Tony Ryan
Carl-Zeiss-Ring 25
D-85737 Ismaning, Germany
011-49-89-96103-273

The CIT Group/Commerce             Trade Debt            $448,528
c/o Eric Williams
134 Wooding Avenue
Danville, VA 24541
Tel: (434) 791-6491

STAHL USA Inc.                     Trade Debt            $408,056
c/o Ramon Marte
13 Corwin Street
Peabody, MA 01960
Tel: (978) 968-1395

Northeastern Nonwoven              Trade Debt            $338,878
c/o Brian Jeffrey
7 Amarosa Drive
Rochester, NH 03868
Tel: (603) 332-5900

Favini Spa                         Trade Debt            $248,920

Ferro Chemical                     Trade Debt            $177,725

Penn Color, Inc.                   Trade Debt            $131,862

Toray Plastics                     Trade Debt            $116,759

Great American Insurance           Trade Debt            $104,973

Tex Tech Industries                Trade Debt             $95,545

Cromption Corp.                    Trade Debt             $64,754

Glatfelter                         Trade Debt             $63,752

BP Energy Company                  Trade Debt             $61,660

Industrial Packaging Group         Trade Debt             $60,689

Headway Corp. Staffing             Trade Debt             $57,316

Pension Benefit Guaranty Corp.     Guaranty               Unknown

C. Sandusky, Ltd.'s 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
BASF Corporation                   Trade Debt            $879,550
c/o Dick Webber
100 Campus Drive
Florham, NJ 07932
Tel: (973) 245-6576

Exxonmobil Chemical Company        Trade Debt            $864,290
c/o Bill McGuire
388 South Main Street
Akron, OH 44311
Tel: (330) 849-5757

American Colors, Inc.              Trade Debt            $818,817
c/o Robert Bourne
1110 Edgewater Drive
Sandusky, OH 44870
Tel: (419) 621-4000

Polyone Corp.                      Trade Debt            $698,041
c/o Laura Kovach
24651 Center Ridge Road
Westlake, OH 41445
Tel: (630) 904-3707

Toray Plastics (America)           Trade Debt            $675,157
c/o Jeff Butler
PEF Division 500 Toray Drive
Front Royal, VA 22630
Tel: (540) 631-2594

Favini Spa                         Trade Debt            $532,382
c/o Ed Allen
Via IV November 27628882
Crusinallo VB Italy
Tel: (828) 645-7243

Formosa Plastics Corporation       Trade Debt            $366,320
c/o Judy Chen
9 Peach Tree Hill Road
Livingston, NJ 07039
Tel: (973) 422-7765

Highland Industries, Inc.          Trade Debt            $272,772
c/o Bret Kelly
Suite 300 629 Green Valley Road
Greensboro, NC 27408
Tel: (336) 547-1685

Mellon Bank                        Trade Debt            $190,131

Sekisui Products LLC               Trade Debt            $176,625

Oxy Vinyls, LP                     Trade Debt            $174,640

Vinnolit GmbH & Co. KG             Trade Debt            $170,099

BWC State Insurance Fund           Worker's              $164,854
                                   Compensation

Chemcentral Credit Group LLC       Trade Debt            $155,165

Stahl USA, Inc.                    Trade Debt            $153,376

GMAC Commercial Finance LLC        Trade Debt            $129,180

Colorite Specialty Resins          Trade Debt             $94,275

Penn Color, Inc.                   Trade Debt             $90,149

Hess Corp.                         Trade Debt             $88,806

Pension Benefit Guaranty Corp.     Guaranty               Unknown


SAINT VINCENTS: Court Issues Revised Caronia Retention Order
------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York has issued an amended order
authorizing the employment and retention of Caronia Corporation as
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates' estimation consultant.

Judge Hardin clarifies that the scope of Caronia's engagement,
the treatment of information in connection with its retention,
the disclosure of any information, and the continued privileged
nature of that information will be governed by an amended Court-
approved protocol and protective order.

A full-text copy of the Approved Protocol and Protective Order,
as amended, is available for free at:

               http://researcharchives.com/t/s?14aa

Judge Hardin says no insurer may seek to deny insurance coverage
based on the Order, the Protection and Protocol Order, and the
production of documents and other information to Caronia.

As reported in the Troubled Company Reporter on Sept. 27, 2006,
the Debtors, together with their Official Committee of Unsecured
Creditors, and the Official Committee of Tort Creditors, jointly
sought permission from the Court to employ and retain Caronia as
their consultant in connection with the estimation of medical
malpractice claims filed prior to the bar date.

As Estimation Consultant, Caronia is tasked to:

    (1) prepare an expert estimation report based on an analysis
        of the Debtors' potential aggregate liability arising out
        of the Medical Malpractice Claims; and

    (2) provide expert testimony relating to the Medical
        Malpractice Estimation, including, consulting with the
        Parties and their counsel and others in connection with
        the preparation of the Estimation Report, all pursuant to
        the terms and conditions set forth in a stipulation and
        agreed protocol and protective order executed by the
        Parties and Caronia on September 21, 2006.

As set forth in the Protocol and Protective Order, the Parties
expressly agree that the Estimation Report will include:

    * a description of Caronia's credentials and experience in
      performing a valuation of medical malpractice claims
      generally and in New York, the background of each of the
      firm's professionals working on the Estimation Report, and a
      list of expert retentions in the last 10 years;

    * a list of the general categories of documents that Caronia
      has relied on while preparing the Estimation Report,
      including a detailed list of any documents that are not
      confidential;

    * an explanation of Caronia's methodology in reaching
      individual claim values;

    * the Debtors' total estimated aggregate potential medical
      malpractice liability for each region;

    * a comparison of the Aggregate Potential Liability against
      the Debtors' actuarial estimates; and

    * a "sensitivity" analysis providing a "confidence range"
      based on the addition or subtraction of certain assumptions
      employed by Caronia in the Medical Malpractice Estimation.

If a Party withdraws from the joint retention of Caronia and
disclaims the firm as its expert, the Debtors will have the right
to continue to employ Caronia for purposes of the Medical
Malpractice Estimation, subject to Caronia's compliance with the
Protocol and Protective Order.

Caronia will be paid:

    -- $250 per file/claim reviewed in preparation of the
       Estimation Report; and

    -- $100-$200 per hour depending on the professional or
       paraprofessional working on the engagement for time spent
       drafting the Estimation Report, preparing testimony or
       actually testifying.

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: Inks Assignment Pact with Kingsbrook and BBC
------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York for authority to enter into an Assignment
Agreement with Kingsbrook Jewish Medical Center and BBC Realty,
Inc.

Following the closure of St. Mary's Hospital in Brooklyn, Saint
Vincent Catholic Medical Center transferred five outpatient family
health centers, including St. Peter Claver Clinic, to Kingsbrook.

Peter Claver Clinic is located at 1061-1063 Liberty Avenue, in
Brooklyn, New York.

Pursuant to a lease dated September 1, 1991, SVCMC, as successor-
in-interest to St. Mary's, leases the real property on which the
Peter Claver Clinic is located from BBC Realty.  SVCMC has not
assumed or rejected the Liberty Avenue Lease.

In 2005, SVCMC and Kingsbrook entered into an agreement granting
Kingsbrook a revocable license to use the Clinic's premises for
its operation until April 2006.  SVCMC and Kingsbrook extended the
license agreement's expiration date until August 2006, and after
that, on a month-to-month basis.

Kingsbrook and BBC Realty then executed a letter agreement under
which BBC Realty consented to Kingsbrook's use of the Premises and
certain amendments to the Liberty Avenue Lease with respect to
Kingsbrook's tenancy.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, discloses that under the Lease, SVCMC is obliged to pay
$12,909 per month to BBC Realty as base rent, plus $5,300 for
utilities and taxes.  Pursuant to the License Agreement,
Kingsbrook reimburses SVCMC on a monthly basis for rent and other
expenses.

Mr. Troop relates that SVCMC, Kingsbrook, and BBC Realty
determined that SVCMC's assumption and assignment of the Liberty
Avenue Lease to Kingsbrook is the most effective way of
substituting Kingsbrook for SVCMC as tenant of the Premises.

Accordingly, the parties agree to enter into an assumption and
assignment agreement, which provides for SVCMC's transfer of its
right, title, and interest as tenant in the Liberty Avenue Lease
to Kingsbrook.  SVCMC will have no further obligations under the
Lease, other than to:

    (1) pay prepetition rent due to BBC Realty for the period
        July 1 to 5, 2005, for $1,700;

    (2) pay rent, if any, due to BBC Realty for the period July 6,
        2005, through the Assignment Agreement's effective date;
        and

    (3) remedy any outstanding violation for failure to file a
        completed facility inventory form that has been assessed
        against the Premises for $5,200 and other regulatory
        violations.

Kingsbrook will assume all Liberty Avenue Lease' obligations and
will pay rent reserved by the Lease from and after the date of the
Assignment Agreement until the termination of the Lease.

Immediately after the Agreement's Effective Date, BBC Realty will
pay SVCMC $21,500, which represents the security deposit pursuant
to the Liberty Avenue Lease.  Kingsbrook will continue to
reimburse SVCMC for any rent and operating expenses through the
Effective Date.

Mr. Troop tells the Court that the Assignment Agreement is
beneficial to the Debtors because it:

    -- releases SVCMC from all future obligations under the Lease;

    -- avoids the potentially significant prepetition claim that
       could be asserted by BBC Realty against SVCMC if the Lease
       were rejected;

    -- provides for the return of the Security Deposit to SVCMC;
       and

    -- facilitates operation of the Peter Claver Clinic and the
       provision of ambulatory healthcare services to the local
       community in furtherance of the Debtors' mission.

The statutory prerequisites of the Assignment Agreement have also
been satisfied, Mr. Troop adds.

SVCMC does not believe that it could derive greater benefit from
the Lease by retaining it or assigning the Lease to a party other
than Kingsbrook, Mr. Troop further notes.

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: Court Allows A. Forger to Conduct Rule 2004 Probe
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Alexander D. Forger, as guardian of the property of
Eliza L. Moore, to examine Saint Vincent Catholic Medical Centers
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure.

SVCMC, through St. Vincent's Manhattan Hospital, was a named
defendant in a medical malpractice lawsuit involving Mr. Forger
pending in the Supreme Court of the County of New York.

In 2006, Mr. Forger filed Claim No. 478 for $50,000,000.

Sarah J. Eagen, Esq., at Clark, Gagliardi & Miller P.C., in White
Plains, New York, explained that Mr. Forger wants to know if there
is available Hospital Professional Liability insurance coverage,
as well as polices, funds, assets and monies available to fund
the self-insured layer of coverage, that would be used to satisfy
his medical malpractice claim.

Ms. Eagen said the evaluation will help Mr. Forger determine
whether he should:

    (i) seek relief from the automatic stay to proceed with
        discovery; or

   (ii) submit his Claim into mediation as proposed by SVCMC.

According to Ms. Eagen, Mr. Forger is one of eight claimants
asserting medical malpractice claims against St. Vincent's
Manhattan Hospital.  The primary layer of hospital liability
insurance for these claims is reportedly exhausted.

SVCMC has self-insurance, which also appears to have been
partially expended, and excess coverages, Ms. Eagen noted.

Ms. Eagen added that the examination is necessary to clarify
insurance limit discrepancies.

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)


SAMUEL BURROW: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Samuel Burrow, Jr.
        11600 West Winchester Lane
        Ellicott City, MD 21042

Bankruptcy Case No.: 06-17002

Chapter 11 Petition Date: November 6, 2006

Court: District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Adam M. Freiman, Esq.
                  Sirody, Freiman & Feldman, P.C.
                  1777 Reisterstown Road, Suite 360 East
                  Baltimore, MD 21208
                  Tel: (410) 415-0445
                  Fax: (410) 415-0744

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Martin Sheet Metal               Services                 $15,616
4000 Gill Avenue
Hampstead, MD

BGE                              Services                 $11,652
P.O. Box 1475
Baltimore, MD 21203

Able Electric                    Services                 $10,000
7522 Connelly Drive, Suite B
Hanover, MD 21076

DeVeer Insulation                Services                  $7,155
7501 Resource Court
Curtis Bay, MD 21226

Adam M. Freiman, P.A.            Legal Fees - Balance      $2,500
1777 Reisterstown Road
Suite 360
Pikesville, MD 21208

Blue Dot                         Services                  $2,500

Household Bank MasterCard        Credit                    $1,525

Nuvell Credit Corp.              2000 Chevy Venture        $6,988
                                                         Secured:
                                                           $6,200

TC Excalibur Co., LLC            Miscellaneous               $700

Home Depot                       Credit                      $682


SASKATCHEWAN WHEAT: S&P Puts 'B+' Credit Rating on CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Regina-
based Saskatchewan Wheat Pool on CreditWatch with positive
implications, including the 'B+' long-term corporate credit
rating.

At the same time, Standard & Poor's placed its ratings on
Winnipeg, Man.-based grain handler Agricore United on CreditWatch
with developing implications, including the 'BB' long-term
corporate credit rating.  These CreditWatch placements was after
the report of SWP's intention to make a hostile bid for AU's
common shares, convertible preferred shares, and subordinated
convertible debentures.  The all-equity transaction would be
valued at about C$550 million, with the exception of about
CDN$26.5 million that SWP would pay for AU's convertible preferred
shares.

"The new company would have a strengthened business profile, with
a combined market share of about 57% of western Canada grain
shipments based on the most recent quarter end.  This enhanced
business profile would provide upside support to the rating on the
new company," said Standard & Poor's credit analyst Don
Povilaitis.

"If the bid is successful, this would be positive for both
companies in terms of market share, synergies, and pricing power,
and the combined entity would have revenues of about
CDN$4.4 billion and lease-adjusted EBITDA of about C$217 million
on a trailing 12-month basis based on each company's previous
quarter end," added Mr. Povilaitis.

As proposed, Standard & Poor's would likely regard the new
company's capital structure as aggressive, with pro forma total
lease-adjusted debt to EBITDA of about 3.2x, but this would
improve to less than 3x in 2007 given that about CDN$60 million in
synergies would be derived from this merger.  Both companies'
credit profiles had been on an improving trend, with SWP's
lease-adjusted total debt to EBITDA of about 2x on a TTM basis and
AU's expected to decline to below 4x in fiscal 2007 in light of
its intention to convert its convertible debentures into equity in
fiscal 2007.

Standard & Poor's believes that it is premature to determine the
various responses and their financial impact on the credit
profiles of either SWP or AU, due to the uncertainty of such a bid
succeeding given the value of the current bid, the likelihood of
competing cash bids, and the potential response by both AU and its
23% shareholder, Archer Daniels Midland Co. (A/Stable/A-1).

In addition, we believe there are serious anticompetitive hurdles
to overcome.

Standard & Poor's will monitor developments as they unfold.


SCOTT BERGER: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Scott Aaron Berger
        28 South Garfield Street
        Denver, CO 80209

Bankruptcy Case No.: 06-18120

Chapter 11 Petition Date: November 6, 2006

Court: District of Colorado (Denver)

Judge: Howard R. Tallman

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

Total Assets: $1,457,486

Total Debts:  $1,658,192

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
EMC Mortgage Corp.               28 South              $287,405
P.O. Box 141358                  Garfield Street       Secured:
Irving, TX 75014-1358            Denver, CO 80209    $1,060,000
                                                   Senior Lien:
                                                       $287,405

MNBA America                     Credit Card            $88,084
P.O. Box 15102                   Purchases
Wilmington, DE 19886-5102

Vectra Bank Colorado             Vehicles               $43,302
717 - 17th Street, Suite 300                           Secured:
Denver, CO 80202                                        $18,000

Wells Fargo Business Direct      Business Line          $29,072
P.O. Box 54349                   of Credit
Los Angeles, CA 90054-0349
                                 Business Credit         $6,921
                                 Card Purchases

Citi Cards                       Credit Card            $13,306
P.O. Box 6414                    Purchases
The Lakes, NV 88901-6414

Chase                            Credit Card            $12,960
                                 Purchases

Wells Fargo Card Services        Credit Card            $11,794
                                 Purchases

Beneficial Finance               Line of Credit          $7,077

American Express - Texas         Business Credit         $7,027
                                 Card Purchases

American Express - Florida       Business Credit         $3,181
                                 Card Purchases

Wells Fargo Financial            Personal Loan           $1,120

American Family Insurance        Prime Comm.               $413
                                 Trade Debt


SEITEL INC: Inks $780 Million Merger Pact With ValueAct Capital
---------------------------------------------------------------
Seitel Inc. has signed a definitive merger agreement with ValueAct
Capital and its affiliates.  Under the terms of the agreement,
each share of the Company's common stock, other than shares held
by ValueAct Capital, will be converted into the right to receive
$3.70 in cash, without interest.  

The transaction is valued at approximately $780 million, including
the assumption or repayment of approximately $189 million of debt
and the anticipated payment of approximately $50 million
associated with the early retirement of the company's senior
notes.  ValueAct Capital currently owns beneficially about 39% of
Seitel's outstanding common stock on a fully diluted basis.

The Company disclosed that the price of $3.70 in cash for each
share of its common stock represents a premium of approximately 6%
over the closing price of the common stock on the last trading day
before ValueAct Capital made its proposal, approximately 48% over
the closing price 180 days prior to that announcement, and
approximately 120% over the closing price 360 days prior to the
announcement.

On the unanimous recommendation of its special committee comprised
entirely of independent directors, the board of directors of
Seitel, without Peter Kamin, Gregory Spivy, and Robert Monson
participating in the deliberations or the vote, unanimously
approved the agreement and recommend that Seitel's stockholders
approve the merger, the Company also disclosed.

William Blair & Company, acting as financial advisor to the
special committee, has delivered an opinion to the special
committee and the board of directors of Seitel that, as of the
date of the opinion, the merger consideration was fair, from a
financial point of view, to the Company's stockholders.

The transaction is expected to be completed by early 2007, subject
to receipt of stockholder approval, including the approval of a
majority of the stockholders not affiliated with ValueAct Capital
voting at the special meeting, and regulatory approvals, as well
as the satisfaction of other customary closing conditions.  The
obligation of ValueAct Capital to consummate the transaction is
conditioned upon the receipt of debt financing.  ValueAct Capital
expects to finance the transaction through a combination of equity
contributed by ValueAct Capital and debt financing that has been
committed by Morgan Stanley, Deutsche Bank and UBS, subject to
customary conditions.

The Company further disclosed that, although no agreements have
yet been entered into with its management, it is anticipated that
its president and chief executive officer, Robert D. Monson,
together with certain other members of senior management, will
negotiate and enter into agreements to continue their employment
with the surviving company after the merger and contribute a
portion of their proceeds from the merger to acquire equity in the
sole stockholder of Seitel following the merger.

                     About ValueAct Capital

ValueAct Capital sources investments in companies it believes is
fundamentally undervalued, and then working with management and/or
the company's board to implement strategies that generate superior
returns on invested capital.  ValueAct Capital acquires
significant ownership stakes in publicly traded companies, along
with a select number of control investments through open-market
purchases and negotiated transactions.

                          About Seitel

Houston, Tex.-based Seitel Inc. (OTC BB: SELA)
-- http://www.seitel-inc.com/-- provides seismic data and related  
geophysical services to the oil and gas industry in North America.  
Its products and services are used by oil and gas companies to
assist in the exploration, development, and management of oil and
gas reserves.


TALECRIS BIOTHERAPEUTICS: Moody's Rates New $1.2 Bil. Loan at B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Talecris
Biotherapeutics, Inc.'s new $1.2 Billion First Priority Term Loan,
due 2013.  Talecris' corporate family rating is B2 and the rating
outlook is stable.

The ratings are subject to review for final documentation.

Ratings assigned:

   -- Corporate family rating at B2
   -- First priority term loan at B2, LGD4, 57%
   -- PDR at B2

Talecris manufactures and markets plasma-derived, protein-based
products for individuals suffering from life-threatening diseases
and currently ranks number three in global sales of plasma-derived
products, behind Baxter and CSL Limited.  As the largest "pure
play" plasma products manufacturer and one of five major global
players, Talecris is larger than most companies with a B2
corporate family rating.

Talecris began operations on April 1, 2005, when the US assets of
Bayer AG's worldwide plasma derived products business were
acquired by financial sponsors -- Cerberus Capital Management and
Ampersand Ventures.

Talecris' ratings are adversely affected by the aggressive
financial policies of the company.  The company is assuming a
significant amount of debt, which is being used to finance a
large, one-time dividend payment to their equity sponsors as well
as an acquisition of plasma collection centers from International
BioResources, LLC.

Moody's believes that despite the improving fundamentals in the US
plasma protein market - as well as the high barriers to entry in
the market - the company's limited operating history as a
standalone company is a significant credit concern.  

In addition, high reliance on raw plasma and the early integration
of plasma collection with manufacturing are key operating risks.  
Finally, the company's high leverage and weak financial strength
and financial policy ratios - some of which are positioned at the
low end of the Caa category -- are key rating factors.  

As a result of these concerns, Moody's believes that the
B2 corporate family rating is appropriate despite a B1 indicated
rating under the Global Methodology for the Medical Products and
Device Industry.  The ratings are prospective and assume the
company will achieve stronger operating results over the forecast
period.

Moody's expect the company to generate negative free cash flow
during FY 2007 and 2008 due to IBR earn-outs, which could be
settled in stock, as well as increased capital spending associated
with both plasma collection and production facilities.

The stable outlook assumes that the company will be able to
generate stronger operating and free cash flow by 2009, and as a
result, will be able to begin reducing debt.

In addition, the stable outlook assumes that borrowings associated
with higher capital spending will only occur if the company is on
track with its transition to a standalone company and its vertical
integration strategy.

Given the company's limited history as a standalone entity and the
likelihood that financial strength and financial policy ratios may
not materially improve until plasma levels increase, a rating
upgrade is not likely in the near to intermediate term.

Over time, a combination of demonstrating sustained success as a
standalone company, execution of its vertical integration, as well
as stronger financial strength and financial policy ratios could
result in a rating upgrade.

The bank term loan rating is highly sensitive to any incremental
increase in the first lien revolver borrowings because the
revolver is backed by a stronger group of assets.

In addition, Moody's believes that adequate liquidity is critical
to maintain these ratings.  Therefore, if revolver borrowings
materially exceed the $90 million level currently anticipated by
Moody's, it could create ratings pressure.  Moody's believes that
lower than expected operating cash flow could result in higher
borrowing needs.  If financial strength ratios -- including cash
flow from operations to total debt, free cash flow to total debt
and EBIT/interest drop below anticipated levels, the ratings could
face pressure.

Talecris Biotherapeutics, Inc. is a manufacturer of plasma-
derived, protein-based products for individuals suffering from
life-threatening diseases.


TEEKAY SHIPPING: Appoints Peter Evensen as CSO & Vince Lok as CFO
-----------------------------------------------------------------
Teekay Shipping Corporation has appointed Peter Evensen, current
executive vice president and chief financial officer, to a newly
created position of executive vice president and chief strategy
officer.  The company also appointed Vince Lok, senior vice
president and treasurer, to the position of senior vice resident
and chief financial officer.  Both appointments are effective
immediately.

Bjorn Moller, president and chief executive officer, commented,
"Peter Evensen and Vince Lok have been important contributors to
Teekay's success.  I am pleased to announce these well-deserved
promotions which directly support our ambitious growth plans, and
ensure we have the leadership structure to continue our progress,"

Mr. Moller continued, "In his new role, Mr. Evensen will work
closely with me to support the development of our existing
business segments, as well as identify and pursue new
opportunities for Teekay.  He will also continue to contribute to
Teekay's financial strategy."

The Company disclosed that as new chief financial officer, Mr. Lok
will assume leadership of the Company's financial operations.
Mr. Lok has been with the Company for over 13 years and during
that time has held a number of senior finance and accounting
positions, including Controller from 1997 until his promotion to
the position of vice president, Finance in March 2002.  Most
recently, Mr. Lok has served as senior vice president and
Treasurer.  Prior to joining Teekay, Mr. Lok worked at Deloitte &
Touche.

Headquartered in Nassau, Bahamas, Teekay Shipping Corporation
(NYSE: TK) is a Marshall Islands corporation that transports
seaborne oil and has expanded into the liquefied natural gas
shipping sector through its publicly-listed subsidiary, Teekay LNG
Partners L.P. (NYSE: TGP).  With a fleet of over 145 tankers,
offices in 17 countries and 5,100 seagoing and shore-based
employees, Teekay provides a comprehensive set of marine services
to oil and gas companies.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 7, 2006
Moody's Investors Service placed all debt ratings of Teekay
Shipping Corporation under review for possible downgrade --
including its senior unsecured rating at Ba2.  The review was
prompted by Teekay's announcement that is has acquired more than
40% of Petrojarl ASA, and of its intent to make an offer for all
of the remaining Petrojarl shares.

Moody's changed the  outlook to rating under review from stable.


TOWER RECORDS: Selects Bryan Cave as Bankruptcy Counsel
-------------------------------------------------------
Dana B. Rosenfeld, Esq., the consumer privacy ombudsman appointed
for MTS Inc. dba Tower Records and its debtor-affiliates' chapter
11 cases, asks the U.S. Bankruptcy Court for the District of
Delaware for permission to employ Bryan Cave LLP, as her
bankruptcy Counsel.

Bryan Cave will provide legal services in connection with Ms.
Rosenfeld's services, including, without limitation to:

     a) investigate any proposed sale or lease of personally
        identifiable information by the Debtors;

     b) report to the Court in the information described in
        Section 332(b) of the Bankruptcy Code;

     c) appear, if necessary and appropriate, before the Court in
        connection with foregoing;

     d) provide advice to Ms. Rosenfeld on issues of bankruptcy l
        law and procedure, including issues relating to sales
        under Section 363 of the Bankruptcy Code; and

     e) represent the Ombudsman in any other matter that may
        arise in connection with Ms. Rosenfeld's service as
        consumer privacy ombudsman.

The firm's professionals and their current hourly rates are:

     Professional                Designation     Hourly Rate
     -----------                 -----------     -----------
     Dana B. Rosenfeld, Esq.       Attorney          $365  
     Joseph W. Sanscrainte, Esq.   Associate         $297
     Brian C. Walsh, Esq.           Partner          $293
     David A. Zetoony, Esq.        Associate         $259
     Eileen Weiss                  Paralegal         $170

Ms. Rosenfeld assures the Court that Bryan Cave does not hold any
interest adverse to the Debtors and is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Ms. Rosenfeld can be reached at:

     Dana B. Rosenfeld, Esq.
     Bryan Cave LLP
     700 Thirteenth Street N.W.
     Washington, DC  20005-3960
     Tel: (202) 508-6000
     Fax: (202) 508-6200
     http://www.bryancave.com/

Headquartered in West Sacramento, California, MTS, Inc., dba Tower
Records -- http://www.towerrecords.com/-- is a retailer of music  
in the U.S., with nearly 100 company-owned music, book, and video
stores.  The Company and its affiliates previously filed for
chapter 11 protection on Feb. 9, 2004 (Bankr. D. Del. Lead Case
No. 04-10394).  The Court confirmed the Debtors' plan on March 15,
2004.

The Company and seven of its affiliates filed their second
voluntary chapter 11 petition on Aug. 20, 2006 (Bankr. D. Del.
Case Nos. 06-10886 through 06-10893).  Richards, Layton & Finger,
P.A. and O'Melveny & Myers LLP represent the Debtors.  The
Official Committee of Unsecured Creditors is represented by
McGuirewoods LLP and Cozen O'Connor.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.  The Debtors' exclusive period to file
a chapter 11 plan expires on Dec. 18, 2006.     


TRAPEZA CDO: Fitch Rates $10 Million Class F Notes at BB
--------------------------------------------------------
Fitch assigns these ratings to Trapeza CDO XI, Ltd. and Trapeza
CDO XI, Inc. (collectively Trapeza XI):

     -- $281,000,000 class A-1 first priority senior secured
        floating rate notes due 2041 'AAA';

     -- $53,000,000 class A-2 second priority senior secured
        floating rate notes due 2041 'AAA';

     -- $20,000,000 class A-3 third priority senior secured
        floating rate notes due 2041 'AAA';

     -- $25,000,000 class B fourth priority secured deferrable
        floating rate notes due 2041 'AA';

     -- $33,000,000 class C fifth priority secured deferrable
        floating rate notes due 2041 'A';

     -- $22,500,000 class D-1 sixth priority secured deferrable
        floating rate notes due 2041 'A-';

     -- $18,500,000 class D-2 sixth priority secured deferrable
        fixed/floating rate notes due 2041 'A-';

     -- $13,000,000 class E-1 seventh priority secured deferrable
        floating rate notes due 2041 'BBB';

     -- $5,000,000 class E-2 seventh priority secured deferrable
        fixed/floating rate notes due 2041 'BBB';

     -- $10,000,000 class F eighth priority secured deferrable
        fixed/floating rate notes due 2041 'BB'.


TRUSTREET PROPERTIES: Purchase Offer Cues Fitch's Positive Watch
----------------------------------------------------------------
Fitch Ratings has placed Trustreet Properties, Inc., on Rating
Watch Positive following the announcement that a division of
General Electric Company, GE Capital Solutions, intends to
purchase Trustreet's outstanding common shares for $17.05 per
share with cash.  The acquisition is expected to close by the end
of the first quarter of 2007.

Affected ratings are:

     -- Issuer Default Rating (IDR) 'BB-';
     -- Revolving bank credit facility and term loan 'BB+';
     -- Senior unsecured debt 'BB-';
     -- Preferred stock 'B+'.

The Positive Rating Watch on Trustreet acknowledges that the
company's acquisition by GECS has the ability to significantly
improve the credit profile of Trustreet's securities.  Neither
Trustreet nor GECS has commented in regards to specific plans
related to Trustreet's outstanding debt, including Trustreet's
senior unsecured notes, post-closing.  At this time, Fitch
anticipates that GECS is likely to assume or refinance Trustreet's
outstanding debt.

It is difficult to estimate how much information there will be to
specifically rate the senior unsecured debt once Trustreet is
absorbed into GECS.  However, Trustreet should contribute
favorably in expanding the presence of GECS, which intends to
establish an east coast office in Orlando.

Fitch will continue to monitor the situation and will adjust the
ratings as appropriate.

Trustreet Properties Inc. is an equity real estate investment
trust headquartered in Orlando, Florida, that specializes in all
aspects of the financing the restaurant industry through ownership
of over 2,200 properties in 49 states.  As of Sept. 30, 2006,
Trustreet had approximately $2.7 billion of total assets.


TSG INC: Case Summary & 174 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: TSG, Inc.
        3555 Northwest, 58th St.
        Oklahoma City, OK 73112
        Tel: (405) 917-0300

Bankruptcy Case No.: 06-80899

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      TSG Rural, LLC                             06-80900
      Seminole Health Center, LLC                06-80901
      Johnston County Hospital, LLC              06-80902
      TSG Holdings-Tishomingo, LLC               06-80903
      Stroud Regional Medical Center, LLC        06-80904
      TSG Holdings-Prague, LLC                   06-80905
      TSG Physicians Group, LLC                  06-80906
      Apex Practice Management, LLC              06-80907
      Emergency Medical Transport Team for       06-80908
         Rural Oklahoma LLC
      TSG Equipment, LLC                         06-80909
      TSG Holdings, LLC                          06-80910
      Medical Business Services, Inc.            06-80911
      Provincial Home Care, LLC                  06-80912
      TSG Physical Therapy, LLC                  06-80913
      Healthcare 2000 Ltd. Co.                   06-80914
      TSG-Anadarko, LLC                          06-80915

Type of Business: The Debtors are private health care companies
                  operating under the name, The Schuster Group.
                  See http://www.tsgincorporated.com/

Chapter 11 Petition Date: November 8, 2006

Court: Eastern District of Oklahoma (Okmulgee)

Judge: Tom R. Cornish

Debtors' Counsel: Judy Hamilton Morse, Esq.
                  Crowe & Dunlevy
                  20 North Broadway, Suite 1800
                  Oklahoma City, OK 73102
                  Tel: (405) 235-7700
                  Fax: (405) 235-6651

   Entity                  Estimated Assets    Estimated Debts
   ------                  ----------------    ---------------
   TSG Rural, LLC          $1 Million to       $1 Million to
                           $100 Million        $100 Million

   Seminole Health         $1 Million to       $1 Million to
   Center, LLC             $100 Million        $100 Million

   Johnston County         $1 Million to       $1 Million to
   Hospital, LLC           $100 Million        $100 Million

   TSG Holdings-           Less than $10,000   $1 Million to
   Tishomingo, LLC                             $100 Million

   Stroud Regional         $1 Million to       $1 Million to
   Medical Center, LLC     $100 Million        $100 Million

   TSG Holdings-           $100,000 to         $1 Million to
   Prague, LLC             $1 Million          $100 Million

   TSG Physicians          Less than $10,000   $1 Million to
   Group, LLC                                  $100 Million

   Apex Practice           $100,000 to         $1 Million to
   Management, LLC         $1 Million          $100 Million

   Emergency Medical       $100,000 to         $1 Million to
   Transport Team for      $1 Million          $100 Million
   Rural Oklahoma LLC

   TSG Equipment, LLC      $100,000 to         $1 Million to
                           $1 Million          $100 Million

   TSG Holdings, LLC       Less than $10,000   $1 Million to
                                               $100 Million

   Medical Business        Less than $10,000   $1 Million to
   Services, Inc.                              $100 Million

   Provincial Home         $100,000 to         $1 Million to
   Care, LLC               $1 Million          $100 Million

   TSG Physical            $10,000 to          $1 Million to
   Therapy, LLC            $100,000            $100 Million

   Healthcare 2000         Less than $10,000   $1 Million to
   Ltd. Co.                                    $100 Million

   TSG-Anadarko, LLC       Less than $10,000   $1 Million to
                                               $100 Million

A. TSG, Inc.'s 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Rose Rock Bank                     Trade Debt          $4,600,000
10900 Hefner Point Drive
Oklahoma City, OK 73120

Jardine Lloyd Thompson, LLC        Trade Debt            $159,077
Bank of America Lockbox
Lockbox 849035
Dallas, TX 75202

Phillips, McFall, McCaffrey        Trade Debt            $134,635
McVay, & Murrah, P.C.
12 Floor, 211 North Robinson
Oklahoma City, OK 73102

XTRIA                              Trade Debt             $77,407

West Asset Management, Inc.        Trade Debt             $73,734

Zones Inc.                         Trade Debt             $68,023

Winthrop Resources Corp.           Trade Debt             $32,340

Value Management Group             Trade Debt             $25,979

PC Connection                      Trade Debt             $21,950

Citi Cards                         Trade Debt             $20,945

Xactimed                           Trade Debt             $20,388

Xerox-TSG                          Trade Debt             $18,794

SBC Long Distance                  Trade Debt             $16,622

KW Architects                      Trade Debt             $16,514

Omnicell                           Trade Debt             $14,126

Med Finance                        Trade Debt             $12,500

IBC Bank                           Trade Debt             $12,275

Corporate Express                  Trade Debt             $11,407

AIG                                Trade Debt             $11,007

CNA Insurance                      Trade Debt             $10,737

B. TSG Rural, LLC and TSG Holdings, LLC's Two Largest Unsecured
   Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Local Oklahoma Bank, N.A.          **This financing      $772,954
P.O. Box 26020                     statement relates
Oklahoma City, OK 73115            to a previous
                                   financing statement
                                   2003007108324 filed
                                   June 11, 2003 with
                                   Oklahoma County, OK**

Stroud National Bank               Kodak M-6              Unknown
P.O. Box 450, 300 West Main        Refurbished
Stroud, OK 74079                   Processor

C. Seminole Health Center, LLC's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
International Bank of Commerce                           $772,954
P.O. Box 26020
Oklahoma City, OK 73126-0200

Oklahoma Management Group          Trade Debt            $265,834
P.O. Box 22777
Oklahoma City, OK 73123-1777

HMFIC#1                            Rent                  $243,000
c/o James Williams, Trustee
4700 Gallardia Parkway, Suite 100
Oklahoma City, OK 73142

Oklahoma Blood Institute           Trade Debt            $148,218

GE Medical Systems                 Trade Debt             $97,352

Ortho Development Corp.            Trade Debt             $83,250

GE Healthcare Financial Services   Trade Debt             $78,326

Robinson Medical Resource Group    Trade Debt             $44,884

McKesson General Medical           Trade Debt             $36,087

LFC Capital, Inc.                  Trade Debt             $31,140

Cardinal Health Pharmaceutical     Trade Debt             $28,227

CPSI                               Trade Debt             $28,107

Cardinal Health Medical            Trade Debt             $23,727

Foundation Radiology Group P.C.    Trade Debt             $23,285

Precision Lens                     Trade Debt             $21,086

J & J Health Care Systems, Inc.    Trade Debt             $20,938

Oklahoma Eye Instruments           Trade Debt             $19,200

Oklahoma Cardiovascular Assoc.     Trade Debt             $18,404

Stryker Orthopedics                Trade Debt             $18,038

Omnicell                           Trade Debt             $16,839

D. Johnston County Hospital, LLC's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Mercy Health System of OK          Trade Debt            $140,287
P.O. Box 269010
Oklahoma City, OK 73126-9010

Oklahoma Blood Institute           Trade Debt             $52,701
Department 96-0115
Oklahoma City, OK 73196-0115

Shared Imaging                     Trade Debt             $20,827
2186 Paysphere Circle
Chicago, IL 60674

Cardinal Health Pharmaceutical     Trade Debt             $19,483

GE Healthcare Financial Services   Trade Debt             $13,750

Advanced Ultrasound Diagnositc     Trade Debt             $12,950

Beckman Coulter Inc.               Trade Debt             $11,236

MMS                                Trade Debt             $11,172

Ramsey Ward Electric               Trade Debt              $8,232

Dade Behring Inc.                  Trade Debt              $7,761

Gecpac                             Trade Debt              $7,030

Mercy Memorial Health Center       Trade Debt              $6,735

Foundation Radiology Group         Trade Debt              $5,952

Mallinckrodt Inc.                  Trade Debt              $5,230

Angelica Textile Services          Trade Debt              $5,125

Xerox Corp.                        Trade Debt              $5,122

Baxter                             Trade Debt              $4,991

Moore Wallace                      Trade Debt              $4,359

Osteoporosis Services              Trade Debt              $3,910

Corporate Express #13752114        Trade Debt              $3,849

E. TSG Holdings-Tishomingo, LLC does not have any creditors who
   are not insiders.

F. Stroud Regional Medical Center, LLC's 20 Largest Unsecured
   Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Robinson Medical Resource Group    Trade Debt            $127,035
P.O. Box 849
Oologah, OK 74053

Mass Development                   Rent                  $105,000
4700 Gallardia Parkway, Suite 100
Oklahoma City, OK 73142

Oklahoma Cardiovascular Assoc.     Trade Debt             $80,642
4050 West Memorial Road, 3rd Level
Oklahoma City, OK 73120

OK Blood Institute                 Trade Debt             $59,893

Cardinal Health Pharmaceutical     Trade Debt             $30,319

Fisher Healthcare                  Trade Debt             $28,695

Ahr, Inc.                          Trade Debt             $26,762

BKD                                Trade Debt             $21,165

Diagnostic Laboratory of OK        Trade Debt             $19,791

Standard Register                  Trade Debt             $19,040

Source One Healthcare              Trade Debt             $16,886

Mobile Eyes LLC                    Trade Debt             $15,825

Ortho Clinical Diagnostics         Trade Debt             $10,177

Dimensional Concepts               Trade Debt              $9,750

Foundation Radiology Group         Trade Debt              $9,051

City of Stroud                     Trade Debt              $8,874

Plaza Medical Group P.C.           Trade Debt              $8,029

GE Healthcare Financial Services   Trade Debt              $7,810

Baxter Healthcare                  Trade Debt              $7,307

Abbott Laboratories                Trade Debt              $3,928

G. TSG Holdings-Prague, LLC's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
City of Prague                     Trade Debt             $43,797
1116 North Broadway
Prague, OK 74864

Morris & Dickson Co.               Trade Debt             $34,146
P.O. Box 51367
Shreveport, LA 71145

Foundation Radiology Group P.C.    Trade Debt             $14,131
120 North Bryant Avenue
Edmond, OK 73034

Cardinal Health (Allegiance)       Trade Debt             $13,601

North American Group               Trade Debt             $10,640

AT&T                               Trade Debt              $4,379

Drugs of Abuse Testing             Trade Debt              $3,640

Southwest Medical Corp.            Trade Debt              $2,985

Sysco Food Service of OK           Trade Debt              $2,543

Diagnostic Health Service, Inc.    Trade Debt              $2,525

American Diagnostic Medicine       Trade Debt              $2,295

Airgas                             Trade Debt              $2,118

Professional Software, Inc.        Trade Debt              $1,930

Ortho Clinical Diagnostics         Trade Debt              $1,660

Dade International Inc.            Trade Debt              $1,487

Pitney Bowes                       Trade Debt              $1,442

T-System                           Trade Debt              $1,096

Prague IGA                         Trade Debt              $1,083

Redwood Biotech, Inc.              Trade Debt              $1,020

Radiographic Equipment Service     Trade Debt                $979

H. TSG Physicians Group, LLC's Largest Unsecured Creditor:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
American International Group       Trade Debt              $2,049
22427 Network Place
Chicago, IL 60673

I. Apex Practice Management, LLC's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Misys Healthcare Systems           Trade Debt             $24,246
P.O. Box 751585
Charlotte, NC 28275

Oklahoma Business Forms            Trade Debt             $17,054
P.O. Box 272128
Oklahoma City, OK 73137-2128

Clinical Pathology Labs.           Trade Debt             $14,882
P.O. Box 141669
Austin, TX 78714

Stroud Hospital Authority          Trade Debt              $7,500

Xerox - Corp. #667878060           Trade Debt              $7,084

PSS-7054141                        Trade Debt              $6,271

DHL Express                        Trade Debt              $4,508

Hite Drug                          Trade Debt              $3,745

Gregory Blair                      Trade Debt              $3,000

SBC Internet #1031769              Trade Debt              $2,515

Xerox #705746097                   Trade Debt              $2,322

American Medical Association       Trade Debt              $2,019

Cardinal Health Medical Products   Trade Debt              $1,990
And Services

McKesson General Medical Corp.     Trade Debt              $1,607

Xerox - #700208069                 Trade Debt              $1,496

Standley Systems #OC1042           Trade Debt              $1,492

Friese X-Ray Services              Trade Debt              $1,455

Office Depot                       Trade Debt              $1,250

T System Inc.                      Trade Debt              $1,250

STAT Technologies, Inc.            Trade Debt              $1,117

J. Emergency Medical Transport Team for Rural Oklahoma LLC's 18
   Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Medicus                            Trade Debt              $5,269
P.O. Box 1906
Seminole, OK 74818

Taylor Ford, Inc.                  Trade Debt              $2,937
105 North Price
P.O. Box 8
Chandler, OK 74834

Accufile, Inc.                     Trade Debt              $2,571
302 West Maple
Enid, OK 73701

Fuelcor Technologies               Trade Debt              $1,973

Chandler Tire Center               Trade Debt              $1,780

McKesson Medical                   Trade Debt              $1,730

Airgas Mid South, Inc.             Trade Debt              $1,191

LBB Management                     Trade Debt                $894

City of Prague                     Trade Debt                $543

Simek Auto Supply                  Trade Debt                $205

Windstream                         Trade Debt                $170

Pike Pass Customer Service         Trade Debt                $100

Crowder Communications             Trade Debt                 $94

Prague Wrecker Service             Trade Debt                 $84

Cardinal Health Pharmaceutical     Trade Debt                 $55

Parks Brothers                     Trade Debt                 $45

Charter Communications             Trade Debt                 $40

Corporate Express                  Trade Debt                  $9

K. TSG Equipment, LLC's Two Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Valliance Bank                     Purchase Money        $600,220
1601 Northwest Expressway          security          Senior Lien:
Suite 100                          interest in all       $600,220
Oklahoma City, OK 73118            medical equipment

Xtria LLC                          Healthcare Mgt.        Unknown
2435 North Central Expressway      Systems Software
Suite 700
Richardson, TX 75080

L. Medical Business Services, Inc.'s Eight Largest Unsecured
   Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
International Bank of Commerce     Lawsuit               $772,954
P.O. Box 26020
Oklahoma City, OK 73126-0200

Local Oklahoma Bank, N.A.          **This financing      $772,954
P.O. Box 26020                     statement relates
Oklahoma City, OK 73115            to a previous
                                   financing statement
                                   2003007108324 filed
                                   June 11, 2003 with
                                   Oklahoma County, OK**

De Lage Landen Financial           Leased Equipment       Unknown
Services Inc.
1111 Old Eagle School Road
Wayne, PA 19087

Finger Furniture                   Office furniture       Unknown

Internal Revenue Service           Tax Lien               Unknown


Marlin Leasing Corp.               Music System           Unknown
                                   Security Alarm,
                                   System Security
                                   Video System,
                                   Replacements, Leased
                                   Accounts, Equipment,
                                   Accessions, Proceeds

Orix Credit Alliance Inc.          Lease No. C4826595     Unknown
                                   proceeds and products

Union Bank and Trust Co.           1-Canon Fax Model      Unknown
                                   9000L

M. Provincial Home Care, LLC's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
ACE USA                            Workers Comp.         $442,606
ACE Complete                       Premium
1 Beaver Valley Road
Wilmington, DE 19803

Pro Source Medical Equipment       Trade Debt              $6,678
1108 Southeast 59th Street
Oklahoma City, OK 73129-7304

Central Health Services            Trade Debt              $5,995
P.O. Box 904
Prague, OK 74864

Pulmo Dose Pharmacy                Trade Debt              $3,265

T.V. Discount Drug                 Trade Debt              $2,936

SBC Yellow Pages                   Trade Debt              $2,830

Medical Staffing Network           Trade Debt              $2,447

Transwestern Publishing            Trade Debt              $2,291

Cingular Wireless                  Trade Debt              $1,399

Norman Regional Hospital           Trade Debt              $1,292

Amy Taylor, CPA, P.C.              Trade Debt              $1,250

Odyssey Health Care                Trade Debt              $1,152

Answer Pro's, Inc.                 Trade Debt              $1,040

OK State Department of Health      Trade Debt              $1,000

Enid News and Eagle                Trade Debt                $624

Corrine Long                       Trade Debt                $600

Dysphagia Services, Inc.           Trade Debt                $471

Xerox #667759427                   Trade Debt                $449

Shannon Casteel                    Trade Debt                $433

Cushing Daily Citizen              Trade Debt                $400

N. TSG Physical Therapy, LLC's Two Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
AT&T                               Trade Debt                 $57
P.O. Box 630047
Dallas, TX 75263-0047
Tel: (405) 844-5535

Tru-Care Health Systems            Trade Debt                $216
5004 North Portland
Oklahoma City, OK 73112

O. Healthcare 2000 Ltd. Co. does not have any creditors who are
   not insiders.

P. TSG-Anadarko, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bridge Finance Group, LLC        All Property       $11,518,872
c/o Chief Credit Officer
233 South Wacker Drive
Suite 5350
Chicago, IL 60606


UNITEDHEALTH GROUP: Provides Past Option Grants Accounting Update
-----------------------------------------------------------------
UnitedHealth Group Inc. has provided updates on a series of steps
taken by its Board of Directors as it continues to take action
following an internal analysis report on the company's stock
option programs by an independent committee of the Board of
Directors and its independent counsel on Oct. 15, 2006.

Among its actions, the Board:

   * Entered into a new, four-year employment agreement with
     Stephen J. Hemsley, currently president and chief operating
     officer of UnitedHealth Group, effective when he becomes
     chief executive officer on or before December 1, 2006;

   * Welcomed Mr. Hemsley's actions to voluntarily remove all     
     personal benefit from any past option grants to him
     questioned in the WilmerHale report.  This will be achieved
     by repricing options granted to him through 2002 and his
     commitment to relinquish the value of the grants that were
     suspended and then reinstituted in August 2000.  These
     actions will reduce the current value of Mr. Hemsley's past
     equity compensation by approximately $190 million;

   * Elected G. Mike Mikan as executive vice president, chief
     financial officer;

   * Designated Forrest Burke as acting general counsel;

   * Received voluntary written agreements from senior Company
     executives, to ensure that there is no potential for
     financial gain from the misdating of any option, by resetting
     the exercise prices of all applicable exercised and
     unexercised options with recorded grant dates between 1994
     and 2002;

   * Received voluntary written agreement from William W. McGuire,
     M.D., chief executive officer, to have the exercise prices of
     all of his options with recorded grant dates between 1994 and
     2002, reset to the highest share price during the recorded
     grant year for each particular option.  For options suspended
     in 1999 and reinstituted in 2000, the exercise prices will be
     reset to the highest share price in 2000;

   * Strengthened director independence requirements to exceed the
     standards of the SEC and the New York Stock Exchange;

   * Formed a Nominating Advisory Committee to provide the Board
     with recommendations and input into its search for new
     directors.  The Committee will be composed of representatives
     from the shareholder and medical communities; and

   * Retained the firm Heidrick & Struggles to assist its search
     for new directors and retained the firm Russell Reynolds
     Associates to assist its search for executives for several
     new positions.  Additional firms may be engaged as the
     Company proceeds to strengthen its administrative
     capabilities.

The Company has substantially completed its internal analysis of
the WilmerHale report findings and is working expeditiously to
complete its final review of accounting adjustments based on the
determination of the applicable accounting measurement dates, the
impact of variable accounting treatment for certain stock options
(which principally relates to stock options granted in and prior
to 2000) and the resulting tax implications.  As a result, the
Company expects to recognize non-cash charges for stock-based
compensation expense that are likely to be material for certain
periods covered in the review.

Although the Company is not yet able to determine the final amount
of the non-cash compensation charges and additional cash charges
resulting from potential tax liabilities, the Company anticipates
that it will be significantly greater than the estimate contained
in its Form 10-Q for the quarter ended March 31, 2006.

Accordingly, the Company has concluded that, due solely to the
stock option matter, its financial statements and similar
communications for the years ended 1994 to 2005 and the interim
quarters through September 30, 2006, should no longer be relied
upon and the Company will delay filing its Form 10-Q for third
quarter 2006.

The Company will review its analysis and proposed restatement
adjustments with the SEC prior to completing its restatement and
is working as quickly as possible to return to current filing
status.

Additionally, the Company announced that it has substantially
remediated a material weakness in its internal controls relating
to stock option plan administration that it has now concluded
existed as of December 31, 2005.

                  Hemsley Reaches New Agreement,
                Also Acts to Remove Any Unintended
           Personal Benefit of Past Option Grants to Him

Under the terms of the new, four-year employment agreement, Mr.
Hemsley, as chief executive officer and president, will only be
assured of receiving his base salary each year.  The agreement
does not set any minimum or target level for any bonus or other
incentive compensation for Mr. Hemsley.  All bonus and incentive
compensation is solely at the discretion of the Compensation
Committee and ultimately the independent members of the Board of
Directors.  On May 1, 2006, the Company announced that Mr. Hemsley
and certain other senior, long-tenured executives would not
receive any additional equity awards.

In addition, as previously announced, Mr. Hemsley has agreed to
have the exercise prices of all of his options with recorded grant
dates between 1997, the year he commenced employment at the
Company, and 2002, reset to the highest share price during the
recorded grant year for each particular option.  In the case of
certain options described below, the exercise prices will be reset
to the highest share price in 2000.

Further, Mr. Hemsley has acted to relinquish any personal benefit
from option grants that were suspended in 1999 and reinstituted in
August 2000.  Mr. Hemsley said, "My decision is in keeping with my
personal goal of avoiding even the appearance of any unintended
benefit from any past option grants to me."

Taken together, these actions reduce the current value of Mr.
Hemsley's past equity compensation by approximately $190 million.

              Mikan Elected Executive Vice President,
                      Chief Financial Officer

G. Mike Mikan was elected executive vice president, chief
financial officer, effective immediately, reporting to Mr.
Hemsley.

Mr. Hemsley said, "Mike is an exceptionally talented executive who
brings a compelling combination of technical financial expertise
and experience, as well as a strategic perspective and leadership
skills, that will serve us extremely well as we continue to
advance the Company."

Mr. Mikan was senior vice president of Finance of the Company from
February 2006 to November 2006.  He served as the CFO for the
Company's UnitedHealthcare division, a $35 billion operation, and
as president of UnitedHealth Networks from June 2004 to February
2006.  He was CFO of the Specialized Care Services division from
2001-2004, prior to which he was an executive in the Company's
corporate development group, which is responsible for its merger
and acquisition activities.

Mr. Mikan succeeds Patrick Erlandson, who resigned as CFO and, as
previously planned, will be assuming operational duties within the
Company.  Mr. Erlandson was named CFO in 2001.

            Burke Designated as Acting General Counsel

Forrest Burke was designated acting general counsel, effective
immediately, reporting to Mr. Hemsley.

Mr. Hemsley said, "We appreciate Forrest stepping into this new
role and taking on additional responsibilities. We greatly value
the experience and judgment he brings at this important time for
our company."

Mr. Burke has been general counsel for UnitedHealthcare, Uniprise
and Specialized Care Services and joined the company in 2005 after
17 years at the law firm Dorsey & Whitney, LLP. At Dorsey &
Whitney, he served on the Management Committee and chaired the
Business Services group, and was responsible for the management
and oversight of more than 200 lawyers in seven departments. He
has a J.D. magna cum laude from the University of Pennsylvania Law
School.

As announced by the Board on October 15, the company is launching
a national search for a permanent general counsel.

Mr. Burke is not related to Company Chairman Richard Burke.

                  Human Resources Leader Retiring

Robert Dapper, the Company's senior human resources leader, is
retiring, as previously planned.  He will assist in an orderly
transition over the balance of the year while a new human
resources leader is recruited.  He has been in this position since
2001.

         Resetting of Option Prices for Senior Executives

Senior executives, including the Company's Section 16 officers and
business segment CEOs, and former general counsel David J. Lubben
will increase the exercise prices of all of their options with
recorded grant dates between 1994 and 2002 to the closing price of
the Company's common stock on the accounting measurement date for
each grant when finally determined pursuant to the final
restatement process.  These executives also agreed to a formula to
account for the value of affected options previously exercised.
The effect of these changes is to remove any potential whatsoever
for these individuals to have financially benefited from any
option misdating.

                  Enhanced Director Independence

The Board significantly strengthened its requirements for director
independence.  The requirements are available in the Company's Web
site, http://www.unitedhealthgroup.com/and will hereafter  
preclude a finding of independence if:

   * A director received any direct compensation from the Company
     (other than for board service) in the past three years, thus
     extending the heightened New York Stock Exchange requirements
     for Audit Committee members to all independent directors;

   * Charitable contributions from the Company to any tax exempt
     institution of which a director or his or her immediate
     family member is a current executive officer exceed the
     lesser of $1 million or 2% of the institution's consolidated
     gross revenue; or

   * A director falls into one of several new categories involving
     a business relationship with management, including any
     business relationship in which the director or an affiliated
     entity receives compensation from an executive officer.

               Nominating Advisory Committee Formed

The Board has formed a new Nominating Advisory Committee, with two
main functions:

   * Suggesting additional director candidates for consideration
     by the Nominating Committee and Board; and

   * Providing feedback about specific director candidates under
     consideration by the Nominating Committee and Board.

Recognized leaders from the shareholder and medical communities
will constitute the Committee's membership.

              Chairman, President Comment on Actions

Richard T. Burke, chairman of the Board of Directors, said, "We
are pleased to have reached a new, four-year employment agreement
with Steve Hemsley.  The Board is confident that, as CEO, Steve's
strong leadership, innovation and strategic approach, combined
with the cultural reform he is driving, will continue our record
of delivering excellent performance for our customers and our
investors."

"The Board is moving quickly to establish UnitedHealth Group as a
leader in corporate governance.  Forming a Nominating Advisory
Committee and strengthening our requirements for independent
directors beyond regulatory standards demonstrate our intentions.
Additionally, our senior executives have acted to eliminate any
potential gain from stock options dating practices.  We are
gratified that our senior executives volunteered to make the
changes to ensure the value of their options is attributable
entirely to the performance of our share price."

Mr. Hemsley said, "The senior leaders of UnitedHealth Group are
clearly aligned with our Board in striving for the highest
standards of governance and business practices, even as they
continue to deliver operational excellence throughout the
Company."

"I am especially pleased to have reached a new agreement that
allows me to continue working with the finest group of employees
anywhere.  As a team, we will continue to make substantial
contributions to advancing American health care by improving
access to high quality and affordable care for individuals and
families."

                     About UnitedHealth Group

Minneapolis, Minn.-based UnitedHealth Group Inc. (NYSE: UNH) --
http://www.unitedhealthgroup.com/-- offers a broad spectrum of   
products and services through six operating businesses:
UnitedHealthcare, Ovations, AmeriChoice, Uniprise, Specialized
Care Services and Ingenix.  Through its family of businesses,
UnitedHealth Group serves approximately 70 million individuals
nationwide.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 31, 2006,
UnitedHealth received a purported notice of default on Aug. 28,
2006, from persons claiming to hold certain of its debt securities
alleging a violation of the Company's indenture governing its debt
securities.

The notice came following the Company's failure to file its
quarterly report on Form 10-Q for the quarter ended June 30, 2006,
with the U.S. Securities and Exchange Commission.

The Company asserted it is not in default.  The Company's
indenture requires it to provide to the trustee copies of the
reports the Company is required to file with the SEC, such as its
quarterly reports, within 15 days of filing those reports with the
SEC.

The Company has delayed the filing of its financial results in
light of an independent review of the company's stock option
programs from 1994 to present.


UNITEDHEALTH GROUP: Fitch Maintains Rating Watch Negative
---------------------------------------------------------
Fitch is currently maintaining all ratings of UnitedHealth Group
on Rating Watch Negative.

UNH filed a Form 8-K with the Securities and Exchange Commission
on November 8 disclosing several new developments related to
ongoing issues involving its stock option granting practices.  The
disclosures included:

     -- The company expects to recognize non-cash charges for
        stock-based compensation expense that are likely to be
        material, and significantly greater than the estimate
        contained in its 10-Q for the first quarter of 2006. The
        company will also incur higher than previously estimated
        additional cash charges resulting from potential tax
        liabilities associated with improper accounting for the
        stock-based compensation.

     -- The company has determined that it had a material weakness
        in internal control over financial reporting relating to
        stock option plan administration and accounting for and
        disclosure of stock option grants as of December 31, 2005.

     -- Patrick Erlandson, the company's former Chief Financial
        Officer, had resigned effective yesterday, and was
        replaced by G. Mike Mikan, who has performed various roles
        within the company and its subsidiaries, most recently
        Senior Vice President of Finance at UNH.

Despite the company's disclosure that the restatement of earnings
will be material, Fitch notes that this is a non-cash charge that
does not affect overall shareholder capital or the company's
ability to service its debt obligations.  Although the additional
taxes, interest and penalties related to the accounting adjustment
will certainly have cash flow implications, given management
estimates, Fitch does not consider the amount to be sufficient to
significantly impede the company's ability to meet its
obligations.  Fitch continues to consider UNH's cash flow
coverage, although adversely affected by issues surrounding the
company's stock option granting practices, to be more than
sufficient to justify the company's current ratings given its
financial leverage.

Fitch considers the company's disclosure of a material weakness
under Sarbanes-Oxley 404 to be troubling.  Clearly, such
weaknesses in governance can tarnish a company's image, sometimes
adversely affecting the company's ability to attract and retain
business, and often lead to difficulties similar to those being
faced by UNH's management today.  However, although too late to
aid the company in heading off its current difficulties, Fitch
views recent and ongoing changes within the company's governance
practices as important in bolstering the company's governance
going forward.

Fitch originally placed UNH's ratings on Rating Watch Negative on
August 30, 2006, following the company's announcement that it had
received a notice of default from a group of persons claiming to
hold certain of its debt securities alleging a violation of UNH's
indenture governing its debt securities.  The company has stated
that it believes it is not in default.  The company received a
purported notice of acceleration on November 2, 2006, from the
holders who previously sent the notice of default that purports to
declare an acceleration of the Company's 5.80% Notes due
March 15, 2036 as a result of the Company's not filing its
quarterly report on Form 10-Q for the quarter ended June 30, 2006.
Given developments to date, Fitch is working under the assumption
that this issue will be tied up in litigation for some time.

Despite the recent departure of several senior executives and
board members, Fitch continues to view UNH's management team as
being strong in breadth and depth.  In addition, Fitch
acknowledges that UNH's operating fundamentals remain very strong,
and does not believe that the developments announced in recent
weeks significantly diminish the company's ability to meet its
debt and policyholder obligations.

Fitch will continue to closely monitor UNH's operating performance
and other issues that have developed since questions surrounding
the company's options granting practices were disclosed, and will
take appropriate rating action as conditions warrant.

Fitch's ratings on UnitedHealth reflect the inherent strength and
diversity of the company's health services operations, good
balance sheet fundamentals, very strong earnings track record, and
excellent cash flow.  UnitedHealth has a balanced mix of risk-
based and fee-based businesses, which have contributed
significantly to the stability of the company's financial
performance.  The ratings also consider the competitive pressures
in several of the company's markets driven by price competition,
increasing medical cost trends, and the evolving regulatory and
political environment affecting the health insurance and managed
care industry.

Fitch's existing ratings on UnitedHealth and its operating
subsidiaries are listed below:

  UnitedHealth Group, Inc.

     -- Long-term Issuer Default Rating (IDR) 'A+'

     -- Floating-Rate Senior notes due 2009 at 'A';

     -- 5.250% Senior notes due Mar. 15, 2011 at 'A';

     -- 5.375% Senior notes due Mar. 15, 2016 at 'A';

     -- 5.800% Senior notes due Mar. 15, 2036 at 'A'.

     -- 3.375% senior notes due Aug. 15, 2007 at 'A';

     -- 5.200% senior notes due Jan. 17, 2007 at 'A';

     -- 3.300% senior notes due Jan. 30, 2008 at 'A';

     -- 3.750% senior notes due Feb. 10, 2009 at 'A';

     -- 4.125% senior notes due Aug. 15, 2009 at 'A';

     -- 4.875% senior notes due April 1, 2013 at 'A';

     -- 4.750% senior notes due Feb. 10, 2014 at 'A';

     -- 5.000% senior notes due Aug. 15, 2014 at 'A';

     -- 4.875% Senior notes due March 15, 2015 at 'A'

     --  Commercial Paper at 'F1'.

  United HealthCare Insurance Company

  United HealthCare Insurance Company of Illinois

  United HealthCare Insurance Company of Ohio

  United HealthCare Insurance Company of New York

     -- Insurer financial strength at 'AA-'.

  United HealthCare of Florida, Inc.

  United HealthCare of Ohio, Inc.

  United HealthCare of the Midwest, Inc.

  UnitedHealthcare of North Carolina, Inc.

  UnitedHealthcare of New England, Inc.

  UnitedHealthcare of Illinois, Inc.

  UnitedHealthcare of Wisconsin, Inc.

  United HealthCare of Alabama, Inc.

  United HealthCare of Kentucky, Ltd.

  UnitedHealthcare of New York, Inc.

  United HealthCare of Georgia, Inc.

  UnitedHealthcare of New Jersey, Inc.

  United HealthCare of the Midlands, Inc.

  United HealthCare of Arkansas, Inc.

  United HealthCare of Mississippi, Inc.

  MAMSI Life and Health Insurance Company

  AmeriChoice of New York, Inc.

  Optimum Choice, Inc.

  MD-Individual Practice Association, Inc.

  Oxford Health Insurance, Inc.

  Oxford Health Plans of Connecticut, Inc.

  Oxford Health Plans of New Jersey, Inc.

  Oxford Health Plans of New York, Inc.

     -- Insurer financial strength (IFS) at 'A+'.


  United HealthCare of Texas, Inc.

  United HealthCare of Arizona, Inc.

  UnitedHealthcare of the Mid-Atlantic, Inc.

  United HealthCare of Utah, Inc.

  United HealthCare of Tennessee, Inc.

  United HealthCare of Louisiana, Inc.

  United HealthCare of Colorado, Inc.

  AmeriChoice of New Jersey, Inc.

  AmeriChoice of Pennsylvania, Inc.

  Great Lakes Health Plan, Inc.

     -- IFS at 'A'.


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: Asks Court to Move Schedules Filing Date to Dec. 30
------------------------------------------------------------------
Wave Wireless Corporation asks the U.S. Bankruptcy Court for the
District of Delaware to extend the time within which it can
file its schedules of assets and liabilities and statement of
financial affairs until Dec. 30, 2006, without prejudice to its
ability to request for further extensions.

In an effort to minimize the expenses associated with its ongoing
business operations, the Debtor has dramatically reduced the
number of its employees.  Moreover, the Debtor is in the process
of relocating its offices and records to minimize its rent costs.
For these reasons, the Debtor's "skeleton" staff is unable to
timely prepare the Schedules and Statements.

The Debtor tells the Court that during the infancy of its
bankruptcy case, the efforts of its employees are most effectively
utilized in protecting and maximizing the Debtor's assets.

The Debtor has commenced the task of gathering the necessary
information to prepare and finalize its Schedules and Statements;
however, the Debtor does not believe that it can finalize the
Schedule and Statements within fifteen days from the date it filed
for bankruptcy.

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 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.


WELLS FARGO: Fitch Affirms Low-B Ratings on 12 Certificate Classes
------------------------------------------------------------------
Fitch Ratings has taken rating these actions on Wells Fargo
Mortgage Backed Securities:

  Series 2002-10

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

  Series 2002-14

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

  Series 2002-18

     -- Class A affirmed at 'AAA'.

  Series 2002-20

     -- Class A affirmed at 'AAA'.

  Series 2003-3

     -- Class A affirmed at 'AAA'.

  Series 2003-4

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

  Series 2003-5

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

  Series 2003-9

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

  Series 2003-10

     -- Class A affirmed at 'AAA'.

  Series 2003-12

     -- Class A affirmed at 'AAA'.

  Series 2003-13

     -- Class A affirmed at 'AAA'.

  Series 2003-14

     -- Class A affirmed at 'AAA'.

  Series 2003-16

     -- Class A affirmed at 'AAA';
     -- Class B-2 affirmed at 'A';
     -- Class B-5 affirmed at 'B'.

  Series 2003-17

     -- Class A affirmed at 'AAA'.

  Series 2003-18

     -- Class A affirmed at 'AAA'.

  Series 2003-19

     -- Class A affirmed at 'AAA'.

  Series 2003-B

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

  Series 2003-I

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

  Series 2003-K

     -- Class A affirmed at 'AAA'.

  Series 2003-M

     -- Class A affirmed at 'AAA'.

  Series 2003-O

     -- Class A affirmed at 'AAA'.

  Series 2004-4

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

  Series 2004-7

     -- Class A affirmed at 'AAA'.

  Series 2004-8

     -- Class A affirmed at 'AAA'.

The mortgage loans consist of fixed- and adjustable-rate, 15- and
30-year mortgages extended to prime borrowers and are secured by
first and second liens, primarily on one- to four-family
residential properties.  As of the October 2006 distribution date,
the transactions are seasoned from a range of 26 to 52 months and
the pool factors (current mortgage loan principal outstanding as a
percentage of the initial pool) range from 10.30% (2002-18) to
76.20% (2004-8).  All of the loans are serviced by Wells Fargo
Home Mortgage, which is rated 'RPS1' by Fitch.

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$7.325 billion of outstanding certificates.  The upgrades reflect
an increased amount of credit support and lower-than-expected
delinquencies and affect approximately $1.037 million.  The credit
enhancement for the upgraded bonds has risen to more than 7 times
the original levels.


WENDY'S INTERNATIONAL: Names Kerrii Anderson as CEO and President
-----------------------------------------------------------------
Wendy's International, Inc.'s Board of Directors has named Kerrii
Anderson as Chief Executive Officer and President of the Company.  
The decision by the Board was unanimous.

Ms. Anderson was interim CEO and President since April 2006, and
was previously Chief Financial Officer.  She is also a member of
the Board of Directors.

"Following a national search over the past six months, we have
decided that Kerrii is our best choice for CEO," said Chairman Jim
Pickett.  "Kerrii has demonstrated excellent leadership skills.  
As interim CEO, she began a transformation of the Company,
improved Wendy's performance, developed a new strategic plan and
executed several transactions that will continue to create value
for shareholders.  The Board knows that Kerrii has a passion for
the Wendy'sr business.  She is committed to building strong
relationships with our franchisees, and has the respect and
support of Wendy's management team.  Our entire Board supports
Kerrii, and we look forward to working with her in the future."

Ms. Anderson joined Wendy's in September 2000 as Executive Vice
President and CFO, and was appointed to the Board in November
2000.  In addition to her accounting and finance responsibilities,
she has managed key areas of the corporation, including Strategic
Planning, Human Resources, Supply Chain, Information Technology
and Wendy's bakery.

"I look forward to continuing to lead this great brand and
consider it a privilege to work with the entire Wendy's system,"
said Anderson.  "We have a talented management team, dedicated
employees, and outstanding franchisees that have supported me and
the management team.  Over the past six months we have
restructured the Company and we will continue to aggressively
manage our brand for success.  Our highest priority is to build on
our positive momentum and significantly improve profits in every
Wendy's restaurant in the system," Ms. Anderson said.   

The Company will begin a search for a new Chief Financial Officer,
and will consider both internal and external candidates.

              Focus on Driving Sales and Profits

"I am pleased with the progress we are making on the initiatives
we announced in October to revitalize the Wendy's brand,
streamline and improve restaurant operations, reclaim innovation
leadership and enhance store economics," said Ms. Anderson.  "As
CEO, I will focus on maximizing the performance of this Company.  

"In my first 100 days, working with our team and our Board, I will
further analyze every facet of the business to identify additional
core growth and profit opportunities for every restaurant in our
system, beyond those already announced, for both the short term
and the long term," Ms. Anderson said.  "Once this work is
completed, targets will be established for management's short-term
and long-term incentive compensation."

"Our store-level profit performance has been unacceptable over
the past few years and we are committed to producing profit
margins that are similar to the best restaurant companies that
focus on superior operations and financial performance for both
company and franchised restaurants," Ms. Anderson said.  "We will
do this by driving same-store sales and creating more efficiency
in the restaurants."

           Management Continues to Transform Wendy's

Over the past six months, the current management team has
transformed the Company and is focused on driving the Wendy's
brand with a new strategic plan.  Significant accomplishments
since mid-April include:

     * Ms. Anderson hired Dave Near as Chief Operations Officer.
       Mr. Near has been instrumental in building support and
       unity throughout the franchisee community.  

     * Mr. Near named Ed Choe as Executive Vice President of
       Restaurant Services.  Messrs. Near and Choe are focused on
       driving significant improvement in Wendy's operations.

     * Ms. Anderson, Chief Marketing Officer Ian Rowden and the
       Company's marketing team are transforming Wendy's brand
       with marketing that emphasizes Wendy's quality position
       with targeted advertising, improved creative, new products
       and menu management.

     * The management team, operators and franchisees drove
       positive same-store sales at Wendy's in each month from
       June through October, and third quarter same-store sales
       were the best quarterly results in two years.  

     * Store-level operating margins have improved significantly
       and food costs improved by 110 basis points at U.S. company
       restaurants in the third quarter versus a year ago.

     * Management completed an initial public offering of Tim
       Hortons in March, and a spin-off of the business in
       September.

     * The Company reached an agreement to sell the Baja Fresh
       Mexican Grill business.

     * Management announced plans to reduce G&A and overhead costs
       by $100 million, and is on track with its restructuring.

     * The Company has commenced a modified "Dutch Auction" tender
       offer to purchase up to 22.2 million of its common shares
       in a price range of $33.00 to $36.00 per share, for a
       maximum aggregate repurchase price of up to $800 million.
       The shares sought represent approximately 19% of the
       Company's shares outstanding as of Oct. 12, 2006.  The
       tender is scheduled to expire, unless extended by the
       Company, at 5 p.m., Eastern Time, on Nov. 16, 2006.       

Headquartered in Dublin, Ohio, Wendy's International Inc. --
http://www.wendysintl.com/-- and its subsidiaries engage in the  
operation, development, and franchising of a system of quick
service and fast casual restaurants in the United States, Canada,
and internationally.


                          *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Moody's Investors Service held its Ba2 Corporate Family Rating for
Wendy's International Inc.

Additionally, Moody's held its Ba2 ratings on the company's $200
million 6.25% Senior Unsecured Notes Due 2011 and $225 million
6.2% Senior Unsecured Notes Due 2014.  Moody's assigned the
debentures an LGD4 rating suggesting noteholders will experience a
54% loss in the event of default.


* BOOK REVIEW: Legal Aspects of Health Care Reimbursement
---------------------------------------------------------
Author:     Robert J. Buchanan and James Minor
Publisher:  Beard Books
Paperback:  304 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587980932/internetbankrupt


With Legal Aspects of Health Care Reimbursement, Buchanan, a
professor in the School of Public Health at Texas A&M, and Minor,
an attorney, have come up with an invaluable resource for lawyers
and anyone else seeking an introduction to the legal and social
issues related to Medicare and Medicaid.

The administrative costs of Medicare and Medicaid reimbursement
have been a heated topic of debate among public officials and
administrators of provider healthcare organizations, especially
health maintenance organizations.

Although inflation and the use of costly medical technology are
key factors in the rise in Medicare and Medicaid costs, some
control can be gained through appropriate compliance, using more
efficient procedures and better detection of fraud.  This work is
a major guide on how to go about doing this.

Though mostly a legal treatise, Legal Aspects of Health Care
Reimbursement, first published in 1985, also offers commentary
through legislative and regulatory analyses, thereby explaining
how healthcare reimbursement policies affect the solvency and
effectiveness of the Medicare and Medicaid programs.

In discussing how legislation and regulations affect the solvency
and effectiveness of government-provided healthcare, the authors
offer insight into the much-publicized and much-discussed issue of
runaway healthcare costs.

Buchanan and Minor do not deny that healthcare costs are out of
control and are onerous for the government and ruinous for many
individuals.  But healthcare reimbursement policies are not the
cause of this, the authors argue.

To make their case, they explain how the laws and regulations in
different areas of the Medicare and Medicaid programs create
processes that are largely invisible to the public, but make the
programs difficult to manage financially.

The processes are not well thought out nor subject to much quality
control, with the result that fraud is chronic and considerable.

The areas of Medicare covered in the book are inpatient hospital
reimbursement, long-term care, hospice care, and end-stage renal
disease.  The areas of Medicaid covered are inpatient hospital and
long-term care plus abortion and family planning services.

For each of these areas, the authors discuss the conditions for
receiving reimbursement, the legislation and regulations regarding
reimbursement, the procedures for being reimbursed, the major
areas of reimbursement (for example, capital-related costs,
dietetic services, rental expenses); and court cases, including
appeals. Reimbursement practices of selected states are covered.

For each of the major areas of interest, the chapters are
organized in a manner that is similar to that found in reference
books and professional journals for attorneys and accountants.

Laws and regulations are summarized and occasionally quoted with
expert background and commentary supplied by the authors.

With regard to court cases and rulings pertaining to Medicare and
Medicaid, passages from court papers are quoted, references to
legal records are supplied, and analysis is provided.

Though the text delves into legal issues, it is accessible to
administrators and other lay readers who have an interest in the
subject matter.

Clear chapter and subchapter titles, a table of cases following
the text, and a detailed index enable readers to use this work as
a reference.

The value of this book is reflected in the authors' ability to
distill great amounts of data down to one readable text.  It
condenses libraries of government and legal documents into a
single work.

Answers to questions of fundamental importance to healthcare
providers -- those dealing with qualifications, compliance,
reimbursable costs, and appeals -- can be found in one place.

Timely reimbursement depends on proper application of the rules,
which is necessary for a provider's sound financial standing.  

But the authors specify other reasons for writing this book, to
wit: "Providers should have a general knowledge of the law and
should not rely on manuals and regulations exclusively."

By summarizing, commenting on, and citing cases relating to
principal provisions of Medicare and Medicaid, the authors
accomplish this objective.

The authors also cover the topic of fraud with respect to both
Medicare and Medicaid, offering both a legal treatment and
commentary.  At the end of each chapter is a section titled
"Outlook," which contains a discussion of government studies,
changes in healthcare policy, or other developments that could
affect reimbursement.  Although this work was published over two
decades ago, much of this discussion is still relevant today.

Finally, the book is a call for change.  The authors remark in
their closing paragraph: "Given the increasing for-profit
orientation of the major segments of the health care industry,
proprietary providers should be particularly responsive to new
efficiency incentives" in reimbursement.

In relation to this, "policymakers [should] develop reimbursement
methods that will encourage providers to become more efficient."

Robert J. Buchanan is currently a professor in the Department of
Health Policy and Management in the School of Rural Public Health
at the Texas A&M University System Health Sciences Center.  
James D. Minor, a former law professor at the University of
Mississippi, has his own law practice.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***