TCR_Public/061113.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 13, 2006, Vol. 10, No. 270

                             Headlines

ADVENTURE PARKS: Court Okays Use of $15 Mil. Revolving DIP Accord
ADVENTURE PARKS: Wants Until November 27 to File Schedules
AGRICORE UNITED: Saskatchewan Offer Cues DBRS to Review Ratings
AFFINITY GROUP: Sept. 30 Balance Sheet Upside-Down by $176.5 Mil.
AMERICAN LODGING: Case Summary & 12 Largest Unsecured Creditors

AMERICAST TECH: S&P Rates Proposed $100 Million Senior Notes at B-
ANVIL KNIT: Court Okays Donlin Recano as Claims and Noticing Agent
ARIZONA DESERT: Voluntary Chapter 11 Case Summary
ARLINGTON HOSPITALITY: Has Until Dec. 29 to File Chapter 11 Plan
AVIATION CAPITAL: Moody's Puts Low-B Rated Notes Under Review

BIOVAIL CORP: Posts $56.5 Million Net Loss in 2006 Third Quarter
BYG RESOURCES: Yukon Court Approves Abandonment Plan & Asset Sale
C.T. BRUNNER: Case Summary & 20 Largest Unsecured Creditors
CANWEST MEDIAWORKS: Moody's Confirms B2 Senior Subordinate Rating
CARAUSTAR INDUSTRIES: Posts $5 Mil. Net Loss in 2006 Third Quarter

CARDSYSTEMS SOLUTIONS: Court Denies Exclusive Period Extensions
CARDSYSTEMS SOLUTIONS: Court Approves Amended Disclosure Statement
CARDSYSTEMS SOLUTIONS: Court Approves Hecker as Special Counsel
CATHOLIC CHURCH: Portland & TCC Get More Time to Complete Surveys
CDC MORTGAGE: Fitch Cuts Rating on Class B-2 Certificates to B+

CENTEX HOME: Moody's Downgrades Ratings on Four Certificates
CLARA SCANAGATTA: Case Summary & Nine Largest Unsecured Creditors
CLARENDON ALUMINA: Fitch Rates Proposed $200 Million Notes at B+
CHRISTOPHER HOPKINS: Case Summary & Eight Largest Unsec. Creditors
COMPLETE PRODUCTION: Assumes Pumpco's $30 Mil. Debt After Purchase

CONVERIUM HOLDING: Earns $54.3 Million for Third Quarter 2006
CRC HEALTH: Inks Plan to Merge Subsidiary With Aspen Education
CREDIT SUISSE: Moody's Pares Rating on $18.8 Million Loan to Ba3
CYRUS INC: Case Summary & 20 Largest Unsecured Creditors
DELPHI CORP: Delays Filing of Third Quarter Financials

EDWARD GRIGGS: Case Summary & 20 Largest Unsecured Creditors
ELAN FINANCE: Moody's Rates Proposed Senior Unsecured Notes at B3
EQUISTAR CHEMICALS: Moody's Assigns Loss-Given-Default Rating
FINOVA GROUP: Inks Final Claims Settlement with Thaxton Entities
FOAMEX INTERNATIONAL: Wants U.S. Bank's Interest Claims Disallowed

FOAMEX INTERNATIONAL: Wants Until March 9 to Remove Civil Actions
FORD MOTOR: To File Third Quarter 2006 Report by November 14
FOREST CITY: Completes Restructuring of Forest City's Portfolio
GENERAL CABLE: Begins Proposed $315 Million Senior Notes Funding
GENERAL CABLE: Moody's Rates Proposed $315 Mil. Senior Notes at B1

HEALTHSOUTH CORP: Posts $76 Million Net Loss in 2006 Third Quarter
HIGHLAND HEIGHTS: S&P Rates Proposed $315 Mil. Senior Note at B+
HOME FRAGRANCE: Section 341(a) Meeting Scheduled on November 21
IMC INVESTMENT: Court Extends Exclusivity Period to November 14
IMC INVESTMENT: Gets Court Nod to Continue Using Cash Collateral

INDUSTRIAL MACHINERY: Case Summary & 94 Unsecured Creditors
INFE-HUMAN RESOURCES: Incurs $262,427 Net Loss in Third Quarter
INTEGRATED HEALTH: Court Extends Objection Deadline to January 2
INTEGRATED HEALTH: Gets Court Nod to Make $30 Million Distribution
INTERSTATE BAKERIES: Wants O'Melveny as Special Labor Counsel

INTERSTATE BAKERIES: Wants to Reject Four Real Property Leases
INVESTOOLS INC: Sept. 30 Balance Sheet Upside-Down by $63.5 Mil.
INVISTA B.V.: Moody's Assigns Loss-Given-Default Rating
ISP CHEMCO: Moody's Assigns Loss-Given-Default Rating
JAMES RIVER: Posts $8.4 Million Net Loss in Third Quarter 2006

JOHN MANEELY: Moody's Rates Proposed $1.2 Billion Loan at B3
JOSEPH VALENCIK: Case Summary & 11 Largest Unsecured Creditors
KINETIC CONCEPTS: Earns $48.9 Mil. in Quarter Ended September 30
KOOPER HOLDINGS: Moody's Assigns Loss-Given-Default Rating
MACDERMID INCORPORATED: Moody's Assigns Loss-Given-Default Rating

MAIN STREET: Files Schedules of Assets and Liabilities
MARK DENNIS: Case Summary & Six Largest Unsecured Creditors
MAYCO PLASTICS: Creditors' Panel Hires Clark Hill as Counsel
MAYCO PLASTICS: Selling Assets to NJT Enterprises for $5.5 Million
MERIDIAN AUTOMOTIVE: Sells Michigan Properties for $900,000

METHANEX CORPORATION: Moody's Assigns Loss-Given-Default Rating
MILLENNIUM CHEMICALS: Moody's Assigns Loss-Given-Default Rating
MILLS CORPORATION: Gazit-Globe Wants Annual Meeting Held
MORGAN STANLEY: Fitch Puts Low-B Ratings on 6 Certificate Classes
MOTORSPORT AFTERMARKET: S&P Rates $220 Million Senior Loan at B

MUSICLAND HOLDING: Can Assume & Assign Leases to Record Town
MUSICLAND HOLDING: Court Denies Transport Logistics Settlement
NATIONAL CENTURY: District Court Okays Pact Settling Govt.'s Claim
NEW YORK RACING: Taps Weil Gotshal as Bankruptcy Counsel
PANAVISION INC: $35MM Delayed-Draw Loan Cues S&P to Hold Ratings

NEFF RENTAL: IPO Delay Cues Moody's to Change Outlook to Stable
PHOTOCIRCUITS CORPORATION: Court Confirms Amended Chapter 11 Plan
PINE LOG: Voluntary Chapter 11 Case Summary
R&R OPERATING: Sells All Assets to Rosen Capital, Gets $15MM Loan
REFCO INC: RCMI's Section 341(a) Meeting Scheduled for November 27

REFCO INC: Chap. 7 Trustee Wants More Time to Decide on Contracts
RESIDENTIAL ACCREDIT: Prepayments Cue S&P to Upgrade Ratings
REX TREADWAY: Case Summary & 17 Largest Unsecured Creditors
ROWE COMPANIES: Court Approves Wiley Rein as Bankruptcy Counsel
SASKATCHEWAN WHEAT: DBRS Places Low-B Rating on Senior Notes

STRUCTURED ASSET: Moody's Puts Four Certs.' Ratings Under Review
TSG INC: Case Summary & 194 Largest Unsecured Creditors
UAP HOLDING: Stockholders Sell 9,322,857 Common Shares
VITACUBE SYSTEMS: Incurs $778,944 Net Loss in 2006 Third Quarter
WASHINGTON MUTUAL: S&P Puts D Rating on Class C-B-4 Certificates

WINN-DIXIE: Judge Funk Confirms Joint Plan of Reorganization
WINN-DIXIE: Wants Dell Marketing Stipulation Approved
WORD ALIVE: Case Summary & 12 Largest Unsecured Creditors
XO HOLDINGS: Posts $23 Million Net Loss in Quarter Ended Sept. 30

* BOND PRICING: For the week of November 6 -- November 10, 2006

                             *********

ADVENTURE PARKS: Court Okays Use of $15 Mil. Revolving DIP Accord
-----------------------------------------------------------------
The Honorable John T. Laney III of the U.S. Bankruptcy Court for
the Middle District of Georgia in Valdosta authorized Adventure
Parks Group LLC and its debtor-affiliates to:

   -- obtain debtor-in-possession financing for $15 million from
      General Electric Capital Corporation, as Administrative
      Agent and the Lenders pursuant to a Postpetition Credit
      Agreement, and

   -- use cash collateral.

The Lenders are willing to advance post-petition funds in the form
of revolving loans to the Debtors and permit them to use cash
collateral according to an approved budget.

When the Debtors filed for bankruptcy, they owed:

   -- $33,562,500 from General Electric Capital Corporation as
      Agent of the Prepetition Senior Lien Lenders exclusive of
      accrued but unpaid interest and fees;

   -- $5,382,865 from MG Agency Services LLC as Agent for the
      Prepetition Second Lien Lenders exclusive of accrued but
      unpaid interest and fees; and

   -- $23,607,783 from FMP Agency Services LLC as Agent for the
      Prepetition Third Lien Lenders exclusive of accrued but
      unpaid interest and fees.

The Debtors say they have been unable to obtain alternative
sources of cash or credit.  The Debtors contend that if their
financing and use of Cash Collateral were to be discontinued,
their remaining operations would be severely disrupted, they would
be unable to pay operating expenses, including for necessary
ingredients and payroll, and unable to operate their businesses in
an orderly manner, which could severely impair their ability to
reorganize or sell their businesses as a going concern.

The Prepetition Second Lien Agent, Prepetition Second Lien
Lenders, Prepetition Third Lien Agent and Prepetition Third Lien
Lenders consent to:

   -- the Debtors' incurrence of the DIP Indebtedness,
   -- the Debtors' use of Cash Collateral, and
   -- the priming liens on the Prepetition Collateral pursuant to
      Section 364(d)(1) of the Bankruptcy Code in favor of the
      Agent to secure the DIP Indebtedness,

in each case solely on the terms and conditions set forth in the
Court Order and in the DIP Credit Documents.

The approved budget projects cash receipts and cash disbursements
on a weekly basis from Sept. 11, 2006, to April 27, 2007.

The Debtors' expenditures under any line item for any seven-day
period will not exceed the sum of 115% of the budgeted amount for
that line item for any seven-day period plus any excess of the
cumulative amounts budgeted for such line item during the periods
elapsed since the Petition Date over the cumulative amount
of Debtors' actual expenditures under such line item for such
prior time period.

As security for the repayment of all DIP Indebtedness, GECC is
granted a valid, first priority and perfected security interests
and liens in all the Debtors' currently owned or acquired property
and assets whether real or personal, tangible or intangible,
subject only to:

   -- the Carve-Out,

   -- the Prepetition Second Lien on the Hurricane Insurance
      Proceeds, and

   -- the Prior Liens.

The DIP Liens will be senior and superior to the Prepetition
Senior Liens, Prepetition Second Liens, and Prepetition Third
Liens.

Other than with respect to the Carve-Out and Prior Liens, the DIP
Liens will be senior to:

   a. the rights of the Debtors and any successor trustee,
      including, any chapter 7 proceedings if the Debtors' cases
      are converted to chapter 7 liquidation proceedings,

   b. any inter-company claim of any Debtor or any subsidiary or
      affiliate of any Debtor,

   c. any security interest or lien of any creditor or other
      party in interest in the Debtors' chapter 11 cases or any
      Successor Case,

   d. any security interest in or lien, which is avoided or
      preserved for the benefit of any Debtor's estate under
      Section 551 or any other provision of the Bankruptcy Code,
      and

   e. any liens granted on or after the Debtors filed for
      bankruptcy to provide adequate protection to any party.

Other than with respect to the Carve-Out and Prior Liens, no other
liens or security interests will be senior or equal to or pari
passu with the DIP Liens in the Debtors' chapter 11 cases and any
Successor Case without the express written consent of GECC.

In addition to the DIP Liens, GECC is granted an allowed super-
priority administrative claim pursuant to Section 364(c)(1) of the
Bankruptcy Code.

As adequate protection for the priming of the Prepetition Senior
Liens and Cash Collateral, GECC is granted continuing valid, first
priority liens and security interests in and to all of the DIP
Collateral.

The Prepetition Senior Lenders will have a super-priority
administrative claim under Section 507(b) of the Bankruptcy Code,
except for the Carve-Out and GECC's Super-Priority Claim.

The Prepetition Second Lien Lenders and the Prepetition Third Lien
Lenders are granted a continuing valid, perfected replacement
liens and security interests in and to all of the DIP Collateral
as required under Sections 361(2) and 363(e) under the U.S.
Bankruptcy Code.

As adequate protection, Third Liens will be subordinate in
priority to the DIP Liens, Prepetition Senior Liens, Adequate
Protection Senior Liens, Prepetition Second Liens, Adequate
Protection Second Liens, Prior Liens, and Carve-Out

The Prepetition Third Lien Lenders have super-priority
administrative claim under section 507(b) of the Bankruptcy Code.

The Carve-out amount refers to the:

   -- unpaid claims of professionals retained in the Debtors'
      cases for fees and expenses incurred when the Debtors filed
      for bankruptcy until the termination date;

   -- unpaid claims of professionals incurred on and after the
      termination date allowed by the Court not to exceed $50,000;
      and

   -- unpaid fees of the U.S. Trustee and to the Clerk of the
      Bankruptcy Court.

Termination date is defined in the Court's Order.

Stephen Louis A. Dillard, Esq., and Thomas James, Esq., at James,
Bates, Pope & Spivey LLP in Macon, Ga., and David S. Heller, Esq.,
and Josef S. Athanas, Esq., at Latham & Watkins in Chicago, Ill,
represent General Electric Capital Corporation and the Prepetition
Senior Lenders.

Thompson Kurrie, Jr., Esq., at Coleman, Talley, Newbern, Kurrie,
Preston & Holland LLP in Valdosta, Ga., represents MG Agency
Services LLC and the Prepetition Second Lien Lenders.

Matthew W. Levin, Esq., at Altson & Bird LLP in Atlanta, Ga.,
represents FMP Agency Services LLC and Prepetition Third Lien
Lenders.

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


ADVENTURE PARKS: Wants Until November 27 to File Schedules
----------------------------------------------------------
Adventure Parks Group LLC and its debtor-affiliates ask the
Honorable John T. Laney III of the U.S. Bankruptcy Court for the
Middle District of Georgia in Valdosta to extend until Nov. 27,
2006, the deadline to file their statement of affairs, schedules,
lists, and initial reports to the United States Trustee.

The Debtors say they need time to complete compiling and
reconciling the accumulated data and records and to accurately
complete those statements and schedules.

The Debtors further say that the assets and liabilities of the
Debtors involve complex issues of cross-collateralization.

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


AGRICORE UNITED: Saskatchewan Offer Cues DBRS to Review Ratings
---------------------------------------------------------------
Dominion Bond Rating Service placed the ratings of Agricore United
Under Review with Developing Implications.

   * Senior Debt Under Review -- Developing BB

   * Long-Term Debt, Senior A, B Notes Under Review --
     Developing BB (low)

   * Series A Convertible Preferred Shares Under Review --
     Developing Pfd-4

This follows the announcement of Saskatchewan Wheat Pool Inc.'s
intention to make a formal offer for Agricore's outstanding
Limited Voting Common Shares, Series A Convertible Preferred
Shares, and its Unsecured Subordinated Convertible Debentures.

Saskatchewan Wheat intends to execute the transaction by issuing
equity to holders of Agricore's Limited Voting Common Shares and
Convertible Unsecured Subordinated Debentures, and using cash to
acquire outstanding Series A Convertible Preferred Shares.  The
Limited Voting Common Share exchange ratio, based on trading
prices at the close of business on Nov. 7, 2006, represents a
premium of approximately 13% to Agricore shareholders.

The transaction provides the merged entity with the opportunity to
improve geographic diversification, rationalize its asset base,
and achieve operating synergies.

Saskatchewan Wheat had debt of $143 million and EBITDA of $82
million for the year ending July 31, 2006.  Agricore had debt of
$458 million, convertible debentures of $105 million, and EBITDA
of $129 million for the 12 months ending July 31, 2006.

The "Developing" nature of the Under Review reflects the fact
that, although DBRS notes the credit risk profile of Agricore
could strengthen as a result of the synergy potential and
significantly larger equity basis of the proposed transaction, the
benefits could be offset by integration risk, including regulatory
restrictions that may be imposed upon the combined entity.  The
transaction is also subject to Agricore shareholder approval.

DBRS will resolve its under review status based on standard
approvals, a resolution of regulatory issues and comfort with
regards to the integration process.


AFFINITY GROUP: Sept. 30 Balance Sheet Upside-Down by $176.5 Mil.
-----------------------------------------------------------------
Affinity Group Holding Inc. earned $1.3 million on $130.0 million
of net revenues for the three months ended Sept. 30, 2006,
compared to $122,000 on $124.7 million of net revenues from the
same period in 2005, the Company disclosed in its third quarter
financial statements on Form 10-Q to the Securities and Exchange
Commission on Nov. 3, 2006.

At Sept. 30, 2006, the Company's balance sheet showed
$402.6 million in total assets and $579.2 million in total
liabilities, resulting in a $176.5 million stockholders' deficit.

The Company's Sept. 30 balance sheet also showed strained
liquidity with $104.3 million in total current assets available to
pay $138.9 million in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?14c0

Headquartered in Ventura, California, Affinity Group Inc. --
http://www.affinitygroup.com/-- and its affiliated companies  
serve the safety, security, comfort, and convenience needs of the
North American recreational vehicle market.  Affinity Group
Holding Inc. is a holding company and the direct parent of
Affinity Group, Inc.   The Company is a wholly-owned subsidiary of
AGI Holding Corp, a privately-owned corporation.


AMERICAN LODGING: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: American Lodging, Inc.
        aka Relax Inn
        fka Howard Johnson
        3938 South Emerson
        Indianapolis, IN 46203

Bankruptcy Case No.: 06-12067

Type of Business: The Debtor operates a hotel and inn.

Chapter 11 Petition Date: November 10, 2006

Court: Northern District of Indiana (Fort Wayne Division)

Debtor's Counsel: Scot T. Skekloff, Esq.
                  Skekloff, Adelsperger & Kleven, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7000
                  Fax: (260) 407-7137

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Joe Maida, Mgr. Of Settlement      Disputed Franchise     $63,471
Howard Johnson Int'l. Inc.         Fees
1 Sylvan Way
Parsippany, NJ 07054               Liquidated Damage      $41,896
                                   Claim

Rakesh Patel                                              $55,000
Econolodge
1040 West Southern Boulevard
Montgomery, AL 36105

Mehul Patel                                               $50,000
Travelers Deluxe Motel
1001 Island Road
Flora, MS 39071

Ashwin Patel                                              $50,000
515 Route 38
Cherry Hill, NJ 08002

Dasarath Patel                                            $35,000
413 Maye Street
P.O. Box 578
Wingate, NC 20174

Dilip Patel                                               $35,000

Vijay Kumar Gupta                                         $35,000

Ramesh & Kanchan Patel                                    $25,000

John Lennick, Sr. V.P.                                     $8,146

Ben Arnold                                                 $5,103

Donovan Engineering                                        $1,200

MDC Recovery System                                        $1,071


AMERICAST TECH: S&P Rates Proposed $100 Million Senior Notes at B-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to AmeriCast Technologies Inc., a metal casting
company.

Additionally, Standard & Poor's assigned its 'B-' rating to
AmeriCast's proposed issuance of $100 million of senior unsecured
notes due 2014, one notch below the company's corporate credit
rating.

The outlook is stable.
    
The senior unsecured notes will be used to finance the acquisition
of the company by equity sponsor Castle Harlan and its associates.  
AmeriCast's currently outstanding debt will be refinanced with
proceeds from the note offering.  

All ratings are based on preliminary offering statements and are
subject to review upon final documentation.  AmeriCast is also
entering into an amended and restated $25 million asset-based
revolving credit facility, which is not rated.

"The ratings on Atchison, Kansas-based AmeriCast reflect both a
highly leveraged financial profile, due to the leveraged
acquisition of the company, and the company's market position in
the fragmented and highly cyclical U.S. foundry industry," said
Standard & Poor's credit analyst Clarence Smith.

Standard & Poor's expect the company to continue generating good
operating margins while its end markets remain favorable.  Ratings
could be raised or the outlook revised to positive if AmeriCast
improves its cash generating abilities.  On the other hand, either
a downturn in the industrial market or heavy borrowings to fund
acquisitions could result in Standard & Poor's considering
negative rating actions.


ANVIL KNIT: Court Okays Donlin Recano as Claims and Noticing Agent
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Anvil Knitwear, Inc., and its two debtor-affiliates, Anvil
Holdings, Inc., and Spectratex, Inc., authority to employ Donlin,
Recano & Company, Inc. as their claims, notice, and balloting
agent.

As reported in the Trouble Company Reporter on Oct. 10, 2006,
Donlin Recano is expected to:

    (a) notify all potential creditors of the filing of the
        Debtors' bankruptcy petitions and of the setting of the
        first meeting of creditors, pursuant to Section 341 of
        the Bankruptcy Code, under the proper provisions of the
        Bankruptcy Code and the Bankruptcy Rules;

    (b) maintain an official copy of the Debtors' schedules of
        assets and liabilities and statement of financial affairs
        listing the Debtors' known creditors and the amounts
        owed;

    (c) notify all potential creditors of the existence and
        amount of their respective claims, as evidenced by the
        Debtors' books and records and as set forth in their
        Schedules;

    (d) furnish a notice of the last day for the filing of proofs
        of claim and a form for the filing of a proof of claim,
        after such notice and form are approved by the Bankruptcy
        Court;

    (e) file with the Clerk an affidavit or certificate of
        service which includes a copy of the notice, a list of
        persons to whom it was mailed, in alphabetical order, and
        the date the notice was mailed, within 10 days of
        service;

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

    (g) specify, in the applicable Claims Register, these
        information for each claim docketed:

         (i) the claim number assigned,

        (ii) the date received,

       (iii) the name and address of the claimant and agent, if
             applicable, who filed the claim,

        (iv) the filed amount of the claim, if liquidated, and

         (v) the classification(s) of the claim, e.g. secured,
             unsecured, priority, etc., according to the proof of
             claim;

    (h) relocate, by messenger, all of the actual proofs of claim
        filed to Donlin Recano, not less than weekly;

    (i) record all transfers of claims and provide any notices of
        such transfers required by Bankruptcy Rule 3001;

    (j) make changes in the Claims Register pursuant to Court
        Order;

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

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

    (m) maintain the official mailing list for each Debtor of all
        entities that have filed a proof of claim, which list
        shall be available upon request by a party-in-interest or
        the Clerk;

    (n) assist with, among other things, solicitation,
        calculation, and tabulation of votes and distribution, as
        required in furtherance of confirmation of the Plan;

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

    (p) 30 days prior to the close of these cases, an order
        dismissing Donlin Recano would be submitted terminating
        its services upon completion of its duties and
        responsibilities and upon the closing of these cases; and

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

The Debtors told the Court that Donlin Recano's professionals
bill:

      Professional                               Hourly Rate
      ------------                               -----------
      Principals                                     $250
      Senior Bankruptcy Consultants/Attorneys     $170-$230
      Bankruptcy Analysts                         $130-$155
      Programming Consultants                        $135
      Case Administrators                             $65
      Data Input                                      $35

Louis A. Recano, principal at Donlin Recano, assured the Court
that his firm does not hold or represent any interest adverse to
the Debtors or their estates.

Headquartered in New York, Anvil Holdings, Inc., is a Delaware
holding company with no material operations and owns all of the
outstanding common stock of Anvil Knitwear, Inc.  Anvil Knitwear,
in turn, owns all of the outstanding common stock of Spectratex,
Inc. fka Cottontops, Inc.

The Debtors design, manufacture, and market high quality
activewear for men, women, and children, including short and long
sleeve T-shirts, sport shirts, and niche products in a variety of
styles and fabrications.  The Debtors also sell caps, towels,
robes, and bags.  The Debtors primarily market and sell their
products to distributors, screen printers, and private label brand
owners, principally in the United States.  The Debtors' products
are available under the "Anvil" brand names.  The Debtors also
sell products under the following brands: "chromaZONE," "Cotton
Deluxe," "Towels Plus," and "Teak."  The Debtors sometimes sell
their products under private label by agreements with holders of
other brand names.

The Debtors filed for chapter 11 protection on Oct. 2, 2006
(Bankr. S.D.N.Y. Case Nos. 06-12345 through 06-12347).  The
Debtors' consolidated financial data as of July 29, 2006 showed
total assets of $110,682,000 and total debts of $244,586,000.  The
Debtors' exclusive period to file a chapter 11 plan expires on
Jan. 30, 2007.


ARIZONA DESERT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Arizona Desert Brooms, Inc.
        P.O. Box 3169
        Gilbert, AZ 85299

Bankruptcy Case No.: 06-03747

Chapter 11 Petition Date: November 9, 2006

Court: District of Arizona (Phoenix)

Debtor's Counsel: Robert M. Cook, Esq.
                  Missouri Commons, Suite 185
                  1440 East Missouri
                  Phoenix, AZ 85014
                  Tel: (602) 285-0288
                  Fax: (602) 285-0388

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


ARLINGTON HOSPITALITY: Has Until Dec. 29 to File Chapter 11 Plan
----------------------------------------------------------------
The Hon. A. Benjamin Goldgar of the U.S. Bankruptcy Court for the
Northern District of Illinois extended, until Dec. 29, 2006,
Arlington Hospitality, Inc., and its debtor-affiliates' exclusive
period to file a chapter 11 plan of reorganization.  Judge Goldgar
also extended the Debtor's exclusive period to solicit acceptances
of that plan until Feb. 27, 2007.

As reported in the Troubled Company Reporter on Jan. 20, 2006, the
Debtors successfully completed the sale of substantially all of
their assets to Sunburst Hotel Holdings, Inc., and SJB Equities,
Inc., both of which are unaffiliated with one another, pursuant to
separate asset purchase agreements.

The Debtors believe that the appropriate manner to wind down the
estates will likely be through an orderly plan of liquidation.  
The Debtors say that they are currently engaged in discussions
with the various constituents in these cases, including the
Official Committee of Unsecured Creditors and PMC Commercial
Trust, to determine how best to tailor a plan of liquidation to
benefit the interests of the estates' creditors.

The Debtors and the Committee are currently exploring complicated
issues of valuation and allocation regarding the Debtors' estates
to determine, among other things, whether and to what extent
substantive consolidation among the various related debtor
entities is warranted.  The Debtors relate that the answer to this
question will depend in part on the resolution PMC's claims filed
against the estate.  After consultation with the Committee, the
Debtors have concluded that attempting to resolve these issues
before filing a plan is appropriate.

The Committee, PMC and the Debtors are currently engaged in
discussions regarding the resolution of PMC's claims, and the
parties are scheduled to mediate the PMC claims on Nov. 29, 2006.

The Debtors contend that the requested extensions will accommodate
this mediation schedule, and consequently, should facilitate
resolution of these issues and likely streamline the plan process.

The Debtors' cases are large and multi-faceted and the Debtors
need to be free from undue creditor pressure that a competing plan
would cause during the time period in which they are negotiating
the terms of a plan with the different creditor constituencies.
12.  The Debtors discloses that the Committee supports the
requested extension.

Headquartered in Arlington Heights, Illinois, Arlington
Hospitality, Inc., dba Amerihost Properties, Inc., and its
affiliates develop and construct limited service hotels and own,
operate, manage and sell those hotels.  The Debtors operate 15
AmeriHost Inn Hotels under leases from PMC Commercial Trust.  
Arlington Hospitality, Inc., serves as a guarantor under these
leases.  Arlington Inns Inc., an affiliate, filed for bankruptcy
protection on June 22, 2005 (Bankr. N.D. Ill. Case No. 05-24749),
the Honorable A. Benjamin Goldgar presiding.  Arlington
Hospitality and additional debtor-affiliates filed for chapter 11
protection on Aug. 31, 2005 (Bankr. N.D. Ill. Lead Case No.
05-34885).  Catherine L. Steege, Esq., at Jenner & Block LLP,
provides the Debtors with legal advice and Chanin Capital LLC
serves as the company's investment banker.  David W. Wirt, Esq.,
at Winston & Strawn, represents the Official Committee of
Unsecured Creditors.  As of March 31, 2005, Arlington Hospitality
reported $99 million in total assets and $94 million in total
debts.


AVIATION CAPITAL: Moody's Puts Low-B Rated Notes Under Review
-------------------------------------------------------------
Moody's Investors Service reported it placed under review for
downgrade four notes issued by Aviation Capital Group Trust,
Series 2000-1.

These are the rating actions:

Under review for possible downgrade:

   * Issuer: Aviation Capital Group Trust, Series 2000-1

     -- $364 Million Class A-1 Floating Rate Notes due Nov. 15,
        2025, rated Baa2;

     -- $53.7 Million Class B-1 Floating Rate Notes due Nov. 15,
        2025, rated Baa3;

     -- $65.7 Million Class C-1 Floating Rate Notes due Nov. 15,
        2025, rated B1;

     -- $24.8 Million Class D-1 Fixed Rate Notes due Nov 15,
        2025, rated B3.

Lease revenues supporting the notes have been fairly steady for
several years, and have been sufficient to pay interest and
minimum principal, with some funds left to cover expenses.
However, a recent spate of heavy portfolio maintenance expenses
has drawn heavily upon deal reserves, reducing the Investment
Agreement Account from $30 million to $15.9 million in the month
of September.  Lease cash flows may not be sufficient to replenish
the reserves, particularly in the near term. Potential future
maintenance expenses could further deplete reserves, possibly
further reducing credit support available to the transaction.


BIOVAIL CORP: Posts $56.5 Million Net Loss in 2006 Third Quarter
----------------------------------------------------------------
Biovail Corporation disclosed Thursday financial results for the
three-month and nine-month periods ending Sept. 30, 2006.

In accordance with Generally Accepted Accounting Principles,
Biovail reported a net loss of $56.5 million in the third quarter
of 2006, compared with net income of $101.7 million for the
corresponding 2005 period.  For the nine months ended Sept. 30,
2006, net income was $88.6 million, compared with net income of
$116.5 million for the same period a year earlier.

Total revenues for the three months ended Sept. 30, 2006, were
$289.6 million, compared with $258.1 million for the third quarter
of 2005, an increase of 12%.  Total revenues for the nine months
ended Sept. 30, 2006, were $762.9 million, compared with $647.9
million for the first nine months of 2005, an increase of 18%.

Net income for the third quarter of 2006 were negatively impacted
by a $147-million non-cash write-down of intangible assets, a
$40-million charge related to a contract-loss contingency in the
Wellbutrin XL(R) agreement with GlaxoSmithKline (GSK), and a
$6.8-million charge related to a lost-profits provision in the
Company's agreement with Kos Pharmaceuticals, Inc., pertaining to
Cardizem(R) LA;  partially offset by a $4-million gain related to
the termination of the Athpharma agreement.  These charges
negatively impacted net income in the third quarter of 2006 by
$189.8 million.

Net Income Excluding Specific Items in the third quarter of 2006
were $133.3 million.  GAAP net income for the third quarter of
2005 were negatively impacted by $1.1 million as a result of a
restructuring charge related to the May 2005 realignment of
Biovail's U.S. commercial operations.

"Biovail once again executed against its business and financial
objectives, achieving strong revenue growth and robust cash flows
from operations, and ended the quarter with over $625 million in
cash and equivalents," said Biovail Chief Executive Officer Dr.
Douglas Squires.  "Recent litigation events, coupled with an ever-
changing industry environment, have prompted a comprehensive
review of the cost structure across all aspects of our
organization.  While the timing of commercial launch of a generic
version of Wellbutrin XL(R) remains unknown and may not occur for
some time, we nonetheless are acting quickly to implement a number
of initiatives to reduce costs in 2007 and beyond.  Our goal is to
maximize our operational efficiency without sacrificing
effectiveness, and to improve the overall competitive strength of
Biovail.

"However, our commitment to research and development, a critical
component of our long-term success, will not change.  To this end,
we are nearing completion of a comprehensive review of our
research-and-development pipeline to ensure we focus our resources
on the highest-value programs - both existing projects as well as
several that have been recently identified."

                      Performance Summary

Research-and-development revenue decreased 26% and 31% in the
third quarter and first nine months of 2006 to $5.7 million and
$14.6 million, respectively, compared with the corresponding
periods of 2005.  The decreases reflect competitive pricing
pressures and a lower level of clinical research and laboratory
testing services provided to external customers by Biovail's
Contract Research Division.

Royalty and other revenue was $6.6 million in the third quarter of
2006 and $20.2 million in the first nine months of 2006, compared
with $6.0 million and $17.2 million in the corresponding periods
in 2005, respectively.  The year-over-year increases reflect $1.0
million and $2.9 million in co-promotion revenue for Ultram(R) ER
in the third quarter and first nine months of 2006, respectively.

Cost of goods sold for the third quarter of 2006 was
$59.3 million, compared with $52.0 million in the third quarter of
2005. Gross margins based on product sales were 79% and 77% in the
third quarter and first nine months of 2006, respectively,
compared with 79% and 75% in the third quarter and first nine
months of 2005.  Gross margins in 2006 were favorably impacted by
price increases, partially offset by costs associated with recent
manufacturing issues.  Gross margins in the first nine months of
2005 include a $4.9-million write-off of Cardizem(R) LA and
Teveten inventory not purchased by Kos in May 2005.

Selling, general and administrative expenses for the third quarter
of 2006 were $50.2 million, compared with $42.4 million in the
third quarter of 2005.  This increase reflects the inclusion of
stock-based compensation costs in 2006 and higher legal expenses,
primarily related to ongoing Wellbutrin XL(R) litigation.  SG&A
expenses for the first nine months of 2006 were $173.4 million,
compared with $174.3 million in the first nine months of 2005, a
modest decrease that reflects the May 2005 restructuring of the
Company's U.S. commercial operations, largely offset by higher
legal expenses, the processing of the Ultram(R) ER recall,
increased costs related to Sarbanes-Oxley compliance, information-
technology infrastructure upgrades, the recent launches of
Glumetza(TM) and Wellbutrin(R) XL in Canada, and the inclusion of
stock-based compensation costs in 2006, the majority of which are
recorded in SG&A expenses.

Research-and-development expenditures were $26.4 million for the
third quarter of 2006 and $67.1 million for the first nine months
of 2006, compared with $19.9 million and $62.1 million for the
corresponding periods in 2005, respectively.  These increases
reflect increased activity within Biovail's product-development
pipeline, including the initiation of safety studies for BVF-146,
a novel combination product (tramadol with an undisclosed non-
steroidal anti-inflammatory drug, or NSAID) for the treatment of
chronic pain; the submission of an NDA for BVF-033 (Biovail's
bupropion salt formulation); and the submission of an NDS for BVF-
127 (once-daily tramadol hydrochloride) to the Canadian
Therapeutic Products Directorate (TPD).

Amortization expense in the third quarter and first nine months of
2006 was $14.8 million and $44.5 million, compared with $15.4
million and $46.8 million, respectively, in the corresponding
periods in 2005.  The modest year-over-year decreases primarily
reflect the divestiture of the Teveten products in May 2005.

              Specific Items Affecting Operations

In the third quarter of 2006, Biovail recorded a non-cash write-
down of assets in the amount of $147.0 million.  This reflects a
$132.0-million write-down of the Vasotec(R) product rights as a
result of Kos' decision in September 2006 to not proceed with, and
Biovail's subsequent termination of, the development of
Vasocard(TM).

In addition, upon a reassessment of the Canadian market
opportunity for the product, Biovail reduced the carrying value of
the Glumetza(TM) product rights by $15.0 million.  Also in the
third quarter of 2006, Biovail recorded an additional $40.0-
million charge related to a contract-loss contingency provision in
the Company's agreement with GSK, as a result of a change in GSK's
sampling strategy for Wellbutrin XL(R).  Additionally, Biovail
recorded a $6.8-million charge related to the lost-profits
provision associated with the Cardizem(R) LA agreement with Kos,
due to manufacturing issues with the lower doses (120mg and 180mg)
of the product.  Partially offsetting these amounts was a $4.0-
million gain related to the July 2006 termination of the Athpharma
agreement.

In the third quarter of 2005, Biovail recorded a $1.1-million
restructuring charge related to the May 2005 realignment of the
Company's U.S. commercial operations.  In the first nine months of
2005, Biovail incurred a $19.7-million restructuring charge,
primarily related to severance costs associated with the May 2005
realignment.  In addition, Biovail recorded a $26.6-million
charge, primarily related to the write-down of the carrying value
of the Teveten product rights to reflect their fair value at the
date of disposition.  Additionally, $4.9 million of Cardizem(R) LA
and Teveten inventory not purchased by Kos was written off to cost
of goods sold in the second quarter of 2005.

                     Balance Sheet & Cash Flow

At the end of the third quarter of 2006, Biovail's cash balances
were $629.5 million, with no outstanding borrowings under its
revolving term credit facility.  The Company's debt-to-equity
ratio was 0.3 at September 30, 2006, compared with 0.4 at
December 31, 2005.

Cash flows from continuing operations were $81.4 million in the
third quarter of 2006 and $286.9 million in first nine months of
2006, compared with $122.4 million and $278.5 million in the
corresponding periods of 2005.  The year-over-year decrease in the
third quarter reflects changes in operating assets and
liabilities; primarily higher accounts-receivable balances in
2006.  Cash provided by operating activities before changes in
operating assets and liabilities was $383.1 million in the first
nine months of 2006, compared with $233.1 million in the same
period of 2005.

Net capital expenditures in the third quarter of 2006 amounted to
$6.5 million, compared with $12.9 million in the third quarter of
2005.  The decrease reflects the recent completion of the
expansion of the Company's Steinbach manufacturing facility.

                           Cash Dividend

The Company also disclosed that its Board of Directors has
declared a cash dividend of $0.125 per share payable on Nov. 30,
2006, to shareholders of record at the close of business on Nov.
22, 2006.

                         About Biovail

Biovail Corporation -- http://www.biovail.com/-- is a specialty  
pharmaceutical company, engaged in the formulation, clinical
testing, registration, manufacture and commercialization of
pharmaceutical products utilizing advanced drug-delivery
technologies.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2006,
Moody's Investors Service confirmed its Ba3 Corporate Family
Rating for Biovail Corporation in connection with the
implementation of its new Probability-of-Default and Loss-Given
Default rating methodology for the U.S. pharmaceutical sector.  
Moody's also held its B1 rating on the company's $400 million
issue of second priority senior secured notes.  Additionally,
Moody's assigned an LGD4 rating to those bonds, suggesting
noteholders will experience a 67% loss in the event of a default.


BYG RESOURCES: Yukon Court Approves Abandonment Plan & Asset Sale
-----------------------------------------------------------------
Yukon Supreme Court Justice Ron Veale approved the abandonment
plan and sale of BYG Resources Inc.'s assets, which paved the way
for the government to make plans to develop the deserted Mount
Nansen mine, the CBC News reports.

Yukon government project manager Hugh Copeland, in an interview
with CBC News, related that it would take between $10 million and
$20 million to clean up the site.  Mr. Copeland added that the
work would take two to three years.

"Hopefully, on this site, it may be one we can walk away from.  
That there won't be perpetual water treatment going on forever.
That we can walk away and then look at the possibility of selling
off those claims or other assets in that core area.", Mr. Copeland
was cited by CBC news as saying.

According to the report, the government will coordinate the
cleanup with the area's Little Salmon Carmacks First Nation.  In
addition, it will cost the federal government about $1 million to
look after the site.

BYG Resources Inc. owns Mount Nansen Mine, an open-pit gold and
silver mine located 60 km. west of Carmacks in the central Yukon.  
The Company went into receivership in February 1999.


C.T. BRUNNER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: C.T. Brunner & Sons, Inc.
        dba Brunner Dodge
        449 Bloomfield Avenue
        Verona, NJ 07044
        Tel: (973) 239-5491

Bankruptcy Case No.: 06-21095

Type of Business: The Debtor sells used cars and automotive parts.
                  See http://www.newbrunner.com/

Chapter 11 Petition Date: November 9, 2006

Court: District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Daniel Stolz, Esq.
                  Wasserman, Jurista & Stolz
                  225 Millburn Ave., Suite 207
                  P.O. Box 1029
                  Millburn, NJ 07041
                  Tel: (973) 467-2700
                  Fax: (973) 467-8126

Total Assets:   $279,092

Total Debts:  $1,270,142

Debtor's 18 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      Tax debt                  $219,618
Special Procedures Function
P.O. Box 744
Springfield, NJ 07081

State of New Jersey           Tax debt                  $214,129
P.O. Box 45030
Newark, NJ 07101

Aboyoun & Heller, LLC         Legal services            $167,742
695 Route 46 West, Suite 401
Fairfield, NJ 07004

Reynolds & Reynolds Co.       Trade debt                 $34,077
23150 Network Place
Chicago, IL 60673

New Jersey Department of      Tax debt                   $29,726
Labor
P.O. Box 059
Trenton, NJ 08625

Lazer Holding Corp.           Trade debt                 $13,094
449 Bloomfield Avenue
Verona, NJ 07044

Patrick J. Caserta, Esq.      Legal services             $10,000
695 Route 46 West
Fairfield, NJ 07004

Friedman, LLP                 Trade debt                  $7,790
100 Eagle Rock Avenue
East Hanover, NJ 07936

Tactical Automotive           Trade debt                  $5,789
Solutions
4 Turkey Hill Road
Boonton, NJ 07005

PSE&G                         Utility services            $2,110
P.O. Box 14444
New Brunswick, NJ 08906

American National Insurance   Trade debt                  $1,882
2911 South Shore Blvd.
League City, TX 77574

Aire Tech                     Trade debt                  $1,655
c/o Trustee Joseph Kohn
50 Park Place
Newark, NJ 07102

Exxon                         Trade debt                  $1,367
726 Exchange Street
Buffalo, NY 14210

GE Money Bank                 Trade debt                  $1,354
5996 W. Touhy Avenue
Niles, IL 60714

Pine Brook Tire               Trade debt                  $1,161
295 Changebridge Road
Pine Brook, NJ 07058

Verizon                       Trade debt                    $481
P.O. Box 4833
Trenton, NJ 08650

Champion Uniform              Trade debt                    $441
20 Douglas Street
Fords, NJ 08863

New Jersey Division of Fire   Trade debt                    $148
Safety
P.O. Box 809
Trenton, NJ 08625


CANWEST MEDIAWORKS: Moody's Confirms B2 Senior Subordinate Rating
-----------------------------------------------------------------
Moody's Investors Service confirmed CanWest MediaWorks Inc.'s Ba3
Corporate Family Rating and B2 Senior Subordinate rating.  At the
same time, Moody's changed CanWest's speculative grade liquidity
rating to SGL-2 from SGL-3.  The long term ratings reflect a Ba3
Probability of Default and an LGD5, 87% assessment on the senior
subordinated notes.  This action concludes the rating review
commenced in July 2006.

The outlook is negative.

In its decision to confirm the ratings, Moody's stated that while
CanWest's recent underperformance has significantly weakened the
company's key credit metrics, the potential for its Canadian
television operations to improve from a historically low base in
addition to ongoing cost reduction measures should help reduce
adjusted consolidated leverage to under 5x and produce low single-
digit free cash flow to debt by the end of 2008.

Moody's also recognized the significant and established positions
CanWest maintains in the Canadian newspaper publishing sector and
the value of its cash yielding investments in Australia's Network
Ten and other global media properties.  Finally, Moody's noted
that it believes CanWest has both the ability and desire to
strengthen its balance sheet, which could occur through further
asset sales within the near term.

The negative outlook reflects Moody's view that CanWest's key
credit metrics based on its current set of assets will remain
weakly positioned within the Ba3 rating category over the next
couple of years.

Additionally, while Moody's expects improved results from the
company's Canadian television business, supporting trends are only
very recent and these trends need to be sustained in order for the
current ratings to hold.

Moody's noted that should CanWest's current review of
opportunities for its assets in the South Pacific result in a sale
of some of those assets, CanWest's ratings have the potential to
improve depending on how any proceeds are used.

The change in CanWest's SGL rating to SGL-2 from SGL-3 follows the
reduction in CanWest's legal entity bank facility usage from asset
sale proceeds in addition to recent amendments to its banking
covenants, which have eased liquidity pressures, such that Moody's
now considers CanWest's liquidity position to be good.

Upgrades:

   * Issuer: CanWest MediaWorks Inc.

     -- Speculative Grade Liquidity Rating, Upgraded to SGL-2
        from SGL-3

Outlook Actions:

   * Issuer: CanWest MediaWorks Inc.

     -- Outlook, Changed To Negative From Rating Under Review

CanWest MediaWorks Inc. is a communications holding company based
in Winnipeg, Manitoba Canada, with interests in TV, radio and
publishing operations in Canada, Australia, New Zealand, and other
international locations.


CARAUSTAR INDUSTRIES: Posts $5 Mil. Net Loss in 2006 Third Quarter
------------------------------------------------------------------
Caraustar Industries, Inc. reported a $5,072,000 net loss for the
third quarter ended Sept. 30, 2006, compared to net income of
$45 million for the same period in the prior year.

Sales from continuing operations for the third quarter ended Sept.
30, 2006 were $233.3 million, an increase of 9% over sales of
$214 million for the same quarter in 2005.

Loss from continuing operations for the third quarter of 2006 was
$3.7 million compared to 2005 third quarter income from continuing
operations of $1.2 million.  The third quarter 2006 and 2005
results included pretax restructuring and impairment costs of
approximately $2.8 million and a benefit of $600,000 respectively.

The third quarter 2006 results included $1.4 million in
accelerated depreciation related to three closed facilities,
$1 million in non-restructuring charges related to the divestiture
of the Company's tube and core operation in Mexico, and $300,000
related to expenses incurred due to a fire at the company's
Sweetwater Paperboard mill.

Paperboard volume, excluding discontinued operations, for the
quarter ended Sept. 30, 2006 decreased approximately 7.3 thousand
tons, or 2.8%, compared to the same period last year and 14.8
thousand tons, or 5.5%, sequentially from the second quarter 2006.  
The decrease, both year- over-year and sequentially, was primarily
attributable to lower shipments of gypsum facing paper due to a
slowing wallboard market.  

Compared to third quarter 2005, gypsum facing paper volume was
down 20.0% versus an industry decrease of 10.8%. Converted tube
and core volume declined 4.1 thousand tons, or 5.3% from the third
quarter of 2005.  Third quarter 2006 margins improved by $26 per
ton in the paperboard mill group and $21 per ton in the tube and
core group compared to the same period a year ago.  The margin
increase in the mill group was partially offset by lower volume.  
The margin expansion in the tube and core business was more than
offset by the decrease in volume and higher restructuring costs.

Caraustar's 50% interest in the Premier Boxboard Limited mill
contributed $1.5 million in equity in income of unconsolidated
affiliates for the third quarter 2006 compared to $2.1 million for
the same period a year ago due to a decline in demand in the
wallboard business, which is the result of a weakening housing
market.

The company ended the third quarter with a cash balance of
$4 million compared to $95.2 million at the end of third quarter
of 2005 and $7.4 million at June 30, 2006.  For the nine months
ended Sept. 30, 2006, the company generated $3.8 million of cash
from operating activities compared to $13.2 million for the same
period last year.  The decrease is primarily the result of a
$21 million decrease in distributions from unconsolidated
affiliates due to the sale of Standard Gypsum offset by a $13.1
million pension payment made in September 2005.

Capital expenditures were $27.9 million for the nine months ended
September 30, 2006 versus $18.0 million for the same period a year
ago.  The $9.9 million increase was due to higher ERP investment,
additional machinery and equipment upgrades in the mill group, and
$1.7 million associated with equipment purchases under lease to
facilitate the sale of the partition business in the first quarter
2006.

The company had $33.4 million in drawn borrowings outstanding
under its $145.0 million senior secured credit facility and had
$12.0 million in letters of credit outstanding.  Subsequent to
quarter end, the company reduced the senior secured credit
facility to $135.0 million.

               Nine-Months Ended Sept. 30, 2006

Sales from continuing operations for the nine-month period ended
September 30, 2006 were $701.4 million, an increase of 7.7%
compared to sales of $651.4 million for the same period in 2005.

Income from continuing operations for the nine-month period in
2006 was $73.8 million, or $2.58 per share, compared to income
from continuing operations for the nine-month period in 2005 of
$4.3 million, or $0.15 per share.  Income from continuing
operations for the first nine-months of 2006 included
restructuring charges of $6.4 million, a gain of $135.2 million
resulting from the sale of the company's 50-% interest in its
Standard Gypsum joint venture, and a charge of $18.8 million
associated with the redeemed senior subordinated notes ($10.3
million loss on redemption and $8.5 million interest expense).

Income from operations decreased from $12 million for the nine-
month period ended September 30, 2005 to $2.7 million for the same
period in 2006.  The primary factors for this decrease in income
from operations were higher fuel and energy costs in the
paperboard mills of approximately $6.4 million, higher
restructuring and impairment costs of $6.2 million, expense of
$1.5 million related to a vendor claim, and increased selling,
general and administrative costs of $2.4 million.  These factors
were partially offset by higher selling prices and lower recovered
fiber costs.  

Selling, general and administrative costs were higher due
primarily to a $1.2 million settlement of a patent infringement
claim recorded in the first quarter of 2006 and $0.5 million
related to severance.

For the nine months ended Sept. 30, 2006, Caraustar's share of
PBL's income was $5.1 million compared to $6.1 million for the
same period last year.  Year to date, Caraustar received
$8 million in cash distributions in 2006 and $10.0 million in
2005.  The sale of Caraustar's 50-% interest in Standard Gypsum on
Jan. 17, 2006 resulted in a reduction in equity in income of
unconsolidated affiliates from $27.5 million in 2005 to
$5.1 million in 2006.

Michael J. Keough, president and chief executive officer of
Caraustar, commented, "The third quarter results were
disappointing on a comparative basis with last year due mostly to
an 8.2 thousand ton shortfall in the Company's uncoated recycled
paperboard mill system.  While the pricing environment for URB has
improved and our major input costs (fiber and energy) have
moderated, we were unable to offset the 5% decrease in mill tons
sold compared to third quarter last year.  Demand softened by 12.1
thousand URB tons on a sequential basis from the second quarter of
2006.  Also, as the housing industry has declined in the third
quarter of 2006, we have seen a six thousand ton volume decrease
in gypsum facing paper at our Sweetwater Paperboard mill and a
shift in product mix at PBL from lightweight gypsum to corrugated
medium which has lower margins.  Year over year, PBL produced and
sold 53% gypsum facing paper in the third quarter 2006 compared to
70% last year.  Overall, our mill system, including PBL, ran at
92.1% operating capacity in third quarter 2006, down from 94.6%
for the same period last year while the industry operated at 90.3%
and 93.5%, respectively.

"Our selling, general and administrative costs were down as a
percentage of sales compared to third quarter last year and
essentially flat on a dollar basis.  We continue to aggressively
pursue this area with structured programs both operationally and
at our corporate headquarters.

"As noted last quarter, we consolidated our tube and core and
custom packaging businesses into the Converted Products Group and
have redirected our focus to make this business more efficient and
effective in serving customers.  We are planning further
consolidation in our converting businesses in the fourth quarter
of 2006.  We will consolidate 7 facilities within our Converted
Products Group.  The customers from these facilities will be
served by other Caraustar locations.  We expect that these
consolidations will improve income from operations on an annual
basis by over $3 million.  Estimated costs of the rationalization
are $5.9 million of which approximately $2.3 million are expected
to be cash costs.

"In the third quarter, we completed the sale of certain coating
equipment and the customer list of our Rittman Paperboard mill to
Cascades, Inc. for $500 thousand.  This transaction and the
continuing negotiations for the sale of Caraustar's remaining
coated recycled boxboard mill and the contract packaging business
are part of the company's previously announced decision to exit
non-core businesses."

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

                        About Caraustar

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

                         *     *     *

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


CARDSYSTEMS SOLUTIONS: Court Denies Exclusive Period Extensions
---------------------------------------------------------------
The Honorable James M. Marlar of the U.S. Bankruptcy Court for the
District of Arizona refused to extend Cardsystems Solutions,
Inc.'s exclusive periods.

Court documents do not state why the Debtor's motion was denied.

As reported in the Troubled Company Reporter on Sept. 18, 2006,
the Debtor asked the Court to extend its exclusive right to
solicit acceptances of its Plan of Liquidation to 90 days after
approval of its Disclosure Statement pursuant to Section
1121(c)(3) of the Bankruptcy Code.

The Debtor reminded the Court that it filed its Plan and
Disclosure Statement contemporaneously with the filing of its
voluntary petition on May 12, 2006.

Headquartered in Sonoita, Arizona, Cardsystems Solutions, Inc.
-- http://www.cardsystems.com/-- was acquired by Pay By Touch    
Payment Solutions, LLC -- http://www.paybytouch.com/-- a    
biometric authentication, loyalty, membership, payment and other
electronic transaction solutions provider.  The Company filed for
bankruptcy protection on May 12, 2006 (Bankr. D. Ariz. Case No.
06-00515).  Frederick J. Petersen, Esq., Michael McGrath, Esq.,
and Lowell Rothschild, Esq., at Mesch, Clark & Rothschild, P.C.,
represent the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's case.  When the Debtor filed for bankruptcy protection,
it disclosed assets amounting to $13,087,515 and debts totaling
$23,860,343.


CARDSYSTEMS SOLUTIONS: Court Approves Amended Disclosure Statement
-----------------------------------------------------------------
The Hon. James M. Marlar of the U.S. Bankruptcy Court for the
District of Arizona approved the Amended Disclosure Statement
explaining Cardsystems Solutions, Inc.'s Amended Chapter 11 Plan
of Reorganization.

Judge Marlar determined that the Amended Disclosure Statement
contains adequate information -- the right amount of the right
kind -- for creditors to make informed decisions when the Debtor
asks them to vote to accept the Plan.

                  Overview of the Amended Plan

The Debtor's Amended Plan proposes to establish a claims
resolution process designed to liquidate the claims of all parties
who claim they were damaged by the Debtor's security incident.  
Simultaneous with claims being liquidated, the Amended Plan also
establishes a process for the Debtor to liquidate assets and
recover any and all claims it has against other parties.  With
these funds, the Amended Plan will establish a procedure for
payment of claims in the priority set forth in Bankruptcy Code.

If the funds are insufficient to pay any class of creditors 100%
of their claims, these claimants will receive a pro-rata
distribution, along with members of that class of creditors, from
the funds received from the liquidation of the Debtor's assets.

                      Treatment of Claims

Class 1 is comprised of the post-confirmation expenses that will
be incurred to liquidate the assets of the Debtor and prosecute
claims accordingly.

Class 2 Claims consisting of Administrative Expenses will be paid
in full.

Class 3 Priority Wage Claims will be paid 30 days after the
effective date on a pro rata basis.

Class 4 Priority Tax Claims will be paid 30 days after the
effective date equal to one-half of the allowed claim.  
Thereafter, holders of Priority Tax Claims will receive
installment payments, in cash, over a six-month period until the
claim is paid in full.

Class 5 Claims consist of unsecured claims held by creditors who
elect both to have their claims liquidated by the Claims Master
and to release the Participating Third Parties.  Class 6 Claims on
the other hand consist of unsecured claims held by creditors who
elect either to have their claims liquidated by the Court instead
of the Claims Master or elect to retain claims against the
participating Third Parties.

Under the Amended Plan, after payment in full of Class 1-4 claims,
the Liquidating Agent will divide the available funds between the
Class 5 and 6 creditors, on a pro rata basis.  The Liquidating
Agent will create a payment pool for Class 5 creditors and will
have the funds contributed to the estate by participating Third
Parties added to it.  The Liquidating Agent will distribute
available funds to allowed Class 5 claims, on a pro rata basis, as
funds are available, until Class 5 creditors are paid in full.

The Liquidating Agent will also create a payment pool for Class 6
claims.  From this pool, the Liquidating Agent will pay litigation
costs associated with liquidating the claims before the Court.  
The Class 6 pool will receive no distribution from the
Participating Third Parties.  After liquidation of all Class 6
Claims, the Liquidating Agent will distribute available funds to
Class 6 creditors, on a pro rata basis.

Class 7 Claims consisting of holders of the Debtor's common stock
and Series A-F stock will receive distribution after all other
classes are paid.

A full-text copy of the Debtor's Amended Disclosure Statement is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=061110223020

                   About Cardsystems Solutions

Headquartered in Sonoita, Arizona, Cardsystems Solutions, Inc.
-- http://www.cardsystems.com/-- was acquired by Pay By Touch
Payment Solutions, LLC -- http://www.paybytouch.com/-- a
biometric authentication, loyalty, membership, payment and other
electronic transaction solutions provider.  The Company filed for
bankruptcy protection on May 12, 2006 (Bankr. D. Ariz. Case No.
06-00515).  Frederick J. Petersen, Esq., Michael McGrath, Esq.,
and Lowell Rothschild, Esq., at Mesch, Clark & Rothschild, P.C.,
represent the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's case.  When the Debtor filed for bankruptcy protection,
it disclosed assets amounting to $13,087,515 and debts totaling
$23,860,343.


CARDSYSTEMS SOLUTIONS: Court Approves Hecker as Special Counsel
---------------------------------------------------------------
Cardsystems Solutions, Inc., obtained authority from the United
States Bankruptcy Court for the District of Arizona to employ
Hecker & Muehlebach, PLLC, as its special securities counsel.

As reported in the Troubled Company Reporter on Oct. 12, 2006,
Hecker & Muehlebach will provide consultation and advice the
Debtor as to SEC regulations as they relate to:

    * the Debtor's holding of stock in Solidus Networks, Inc.,
      dba PayByTouch;

    * the Debtor's need to register as an investment company or
      whether the estate is exempt from registration; and

    * any other securities issues that may arise in the course of
      the Debtor's case.

The firm's professionals bill:

       Professional                Hourly Name
       ------------                -----------
       Lawrence M. Hecker, Esq.       $300
       Janis Gallego, Esq.            $150

To the best of the Debtor's knowledge, Hecker & Muehlebach does
not hold any interest adverse to the Debtor or its estate.

Headquartered in Sonoita, Arizona, Cardsystems Solutions, Inc.
-- http://www.cardsystems.com/-- was acquired by Pay By Touch
Payment Solutions, LLC -- http://www.paybytouch.com/-- a
biometric authentication, loyalty, membership, payment and other
electronic transaction solutions provider.  The Company filed for
bankruptcy protection on May 12, 2006 (Bankr. D. Ariz. Case No.
06-00515).  Frederick J. Petersen, Esq., Michael McGrath, Esq.,
and Lowell Rothschild, Esq., at Mesch, Clark & Rothschild, P.C.,
represent the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's case.  When the Debtor filed for bankruptcy protection,
it disclosed assets amounting to $13,087,515 and debts totaling
$23,860,343.


CATHOLIC CHURCH: Portland & TCC Get More Time to Complete Surveys
-----------------------------------------------------------------
The Archdiocese of Portland in Oregon and the Official Committee
of Tort Claimants obtained approval from the U.S. Bankruptcy Court
for the District of Oregon to suspend indefinitely:

   (1) any pending deadline for the Archdiocese to complete and
       provide to the Tort Committee's counsel the accused survey
       forms;

   (2) the deadline for 47 Tort Claimants to complete and provide
       to the Archdiocese and the Tort Committee their survey
       forms; and

   (3) any pending deadline for the Archdiocese to provide to the
       Tort Committee the Claimant Surveys for approximately 290
       resolved and unresolved child abuse tort claims, which
       exclude the Claimant Surveys being completed by the
       47 Claimants.

As reported in the Troubled Company Reporter on Aug. 23, 2006,
Judge Elizabeth L. Perris approved two survey forms to be
completed by certain claimants and by the Archdiocese on behalf of
the accused persons who have been named for any resolved or
unresolved claim included in Portland's claims estimation
database.

Judge Perris directed the Archdiocese to deliver the Claimant
Survey Form and a copy of the Order to the Claimants' attorneys,
or to the Claimants themselves, if unrepresented, with
instructions that the survey forms are to be completed and signed
by the Claimants.  Survey copies are to be returned to counsel for
the Archdiocese and the Tort Committee on or before 30 days after
Portland's mailing date.

Portland will be entitled to a two-hour mini-deposition of a
Claimant who fails to complete and return the survey to the
Archdiocese within the period.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 72; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CDC MORTGAGE: Fitch Cuts Rating on Class B-2 Certificates to B+
---------------------------------------------------------------
Fitch has taken rating actions on these CDC Mortgage Capital
Trust, series 2003-HE1, mortgage pass-through certificates:

     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A+';
     -- Class M-3 affirmed at 'A';
     -- Class B-1 affirmed at 'BB+';
     -- Class B-2 downgraded to 'B+' from 'BB-'.

The mortgage loans in the aforementioned transaction consist of
fixed-rate and adjustable-rate mortgages extended to sub-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, series 2003-HE1 is 43 months seasoned.  
The pool factor (current mortgage loan principal outstanding as a
percentage of the initial pool) is 9.48%.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $58 million of outstanding certificates, as of the
Oct. 25, 2006 distribution date.

The negative rating action, affecting approximately $2.3 million
of the outstanding certificate, reflects the deterioration of CE
relative to expected future losses.  As of the October 2006
distribution, series 2003-HE1 has suffered a cumulative loss of
1.44% of its original balance.  The overcollateralization has been
beneath its target for the past nine months and is currently only
providing 2.86% CE for class B-2.  Class B-1 is currently only
benefiting from 6.60% CE as protection.  The average monthly
excess spread over the past three months has been approximately
$99,809 and the average monthly losses for the same period have
been $271,804.  This has led to an average monthly reduction in CE
of $171,995 for the past three months.  The 60-plus delinquencies
represent 25.33% of the current collateral balance and this
includes foreclosures and real estate owned of 4.46% and 6.95%,
respectively.  Fitch expects the protection provided by the OC in
this transaction to continue to deteriorate.

The servicer for this transaction is Ocwen Loan Servicing, LLC
(rated 'RPS2' by Fitch).  All of the mortgage loans were purchased
by Morgan Stanley ABS Capital I Inc., the depositor, from CDC
Mortgage Capital Inc. Inc., who previously acquired the mortgage
loans from various other originators.


CENTEX HOME: Moody's Downgrades Ratings on Four Certificates
------------------------------------------------------------
Moody's Investors Service downgrades four certificates and has
placed one certificate under review for possible downgrade issued
by Centex Home Equity Loan Trust 2001-B, 2002-A, 2002-C, and 2002-
D.  The underlying collateral for these subprime deals consist of
fixed-rate and adjustable-rate residential mortgage loans.

These subordinate classes have been downgraded or placed under
review for possible downgrade based on the low credit enhancement
levels compared to the current loss projections.  These deals are
not performing as anticipated due to high delinquency rates,
realized losses, and loss severities.

These are the rating actions:

   * Issuer: Centex Home Equity Loan Trust, Series 2001-B

     -- Class B, Downgraded from Baa2 to Ba3.

   * Issuer: Centex Home Equity Loan Trust, Series 2002-A

     -- Class BV, Downgraded from Baa2 to B1.

   * Issuer: Centex Home Equity Loan Trust, Series 2002-C

     -- Class B-1, Currently: Baa2; under review for possible
        downgrade.

     -- Class B-2, Downgraded from Baa3 to B1.

   * Issuer: Centex Home Equity Loan Trust, Series 2002-D

     -- Class B, Downgraded from Baa2 to Ba3.


CLARA SCANAGATTA: Case Summary & Nine Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Clara Ann Scanagatta
        70 East Sunset Way, Suite 229
        Issaquah, WA 98027

Bankruptcy Case No.: 06-14002

Chapter 11 Petition Date: November 10, 2006

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Darrel B. Carter, Esq.
                  CBG Law Group PLLC
                  11100 Northeast 8th Street, Suite 380
                  Bellevue, WA 98004
                  Tel: (425) 283-0432

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $10,000 to $100,000

Debtor's Nine Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Household Bank                               $7,819
   P.O. Box 19360
   Portland, OR 97280

   Discover Bank                                $7,600
   P.O. Box 7112
   Dover, DE 19903

   Citi Card                                    $6,400
   P.O. Box 6405
   The Lakes, NV 88901-6405

   First USA                                    $5,900
   P.O. Box 50882
   Henderson, NV 89016

   CDC Management Services                      $4,000
   11211 Slater Avenue Northeast, Suite 200
   Kirkland, WA 98033

   Wells Fargo Bank                             $3,820

   Bank of America                              $3,656

                                                $2,250

   Citi Card                                    $1,200

   CA Bank and Trustee                            $300


CLARENDON ALUMINA: Fitch Rates Proposed $200 Million Notes at B+
----------------------------------------------------------------
Fitch has assigned a preliminary 'B+' issue rating and an 'RR4'
recovery rating to the proposed issuance of $200 million unsecured
notes due in 2021 by Clarendon Alumina Production Limited.

The 15-year notes will benefit from an explicit unconditional and
irrevocable guarantee by the Government of Jamaica for timely
payment of interest and principal on the notes.  The foreign
currency Issuer Default Rating of the GoJ is 'B+'.

The notes will amortize beginning in June 2011 with 21 equal semi-
annual payments of approximately $9.52 million until 2021.  The
proceeds of the issuance will be used primarily to refinance
existing debt obligations.  The proposed issuance, which is
expected to close in November 2006, will allow for a more long-
term debt maturity profile and should improve the company's
financial flexibility.

Fitch maintains a local and foreign currency IDR of 'B' for CAP.
The Rating Outlook is Stable.  CAP is 100% owned by the GoJ and is
a partner with a subsidiary of Alcoa Inc. in a bauxite mining and
alumina refining operation in Jamaica called Jamalco.

CAP's ratings reflect the company's position as a partner in
Jamalco, a leading alumina production joint-venture in Jamaica,
and the support the company receives from the GoJ.  CAP benefits
from this explicit support due to the company's position as a
partner in the country's second largest producer and exporter of
alumina, Jamalco, and as the official vehicle through which the
government promotes and develops its bauxite mining and alumina
production interests.  With a production capacity of 4.3 million
tons, Jamaica is the fifth-largest producer of alumina in the
world.  The country's bauxite and alumina industry is its largest
exporter and accounts for approximately 6% of the nation's GDP.

Currently, the GoJ guarantees one of CAP's outstanding long-term
foreign currency debt obligations totaling $77 million, or about
46% of CAP's total debt.  In addition, the GoJ guarantees
approximately an additional $600 million in external debt
obligations of other public entities.  Jamaica has never let any
of its public-sector entities default and the GoJ has a good track
record of servicing its debt obligations.  Nevertheless, the
willingness of the GoJ to provide financial support could be
hindered by its ability to do so, as the Jamaican government is
highly indebted.

CAP's financial profile is weak for the 'B' rating category.  In
2006 (fiscal year ending March 31, 2006), CAP generated operating
EBITDA of $10 million and had total debt of $166 million,
resulting in a total debt-to-operating EBITDA ratio of 16.6 times
(x) and interest coverage of about 0.6x.  Operating EBITDA in 2006
decreased about 60% from two years ago due to the rising cost of
production inputs, primarily fuel and caustic soda.

CAP's ratings also consider the strength of CAP's joint venture
partner Aloca Minerals of Jamaica, which is an indirect subsidiary
of Alcoa, Inc. of the United States, an industry-leading producer
of alumina and aluminum.  CAP benefits from the technical
expertise and industry position of Alcoa, which manages and
operates the Jamalco production facilities.

CAP was incorporated in April 1985 in Jamaica and is 100% owned by
the GoJ.  In 1988, CAP entered into a joint-venture agreement with
a subsidiary of Alcoa Inc., to become partners in a bauxite mining
and alumina refining operation in Jamaica called Jamalco.  Jamalco
is an unincorporated joint-venture association that involves the
proportionate sharing of production costs and the alumina output
of the Clarendon Alumina Refinery.  In 2006, CAR produced 1.26
million tons of alumina and CAP's 50% share of the output
generated revenues of $126 million from the sale of 645,808 tons
of alumina.


CHRISTOPHER HOPKINS: Case Summary & Eight Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Christopher Harris Hopkins
        P.O. Box 2314
        Parkersburg, WV 26101

Bankruptcy Case No.: 06-40141

Chapter 11 Petition Date: November 10, 2006

Court: Southern District of West Virginia (Parkersburg)

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  Caldwell & Riffee
                  3818 MacCorkle Avenue Southeast, Suite 101
                  P.O. Box 4427
                  Charleston, WV 25364-4427
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
WTAP-TV                                                   $10,000
One Television Plaza
Parkersburg, WV 26101

CITI Cards                         Misc. Purchases         $9,000
AT&T Universal Card
P.O. Box 45165
Jacksonville, FL 32232-5165

American General Finance           Loan                    $6,580
P.O. Box 454
1702 Washington Boulevard
Belpre, OH 45714-0454

Northern Leasing Systems, Inc.     Equipment Lease         $5,721
132 West 31st Street
New York, NY 10001

Sam's Club                         Misc. Purchases         $3,800
1100 Grand Central Avenue
Vienna, WV 26105

JC Penney                          Misc. Purchases         $1,799

Beneficial Payment                 Loan                    $1,527

Exterior Systems, Inc.             Debt                      $627


COMPLETE PRODUCTION: Assumes Pumpco's $30 Mil. Debt After Purchase
------------------------------------------------------------------
Complete Production Services Inc. acquired Pumpco Services,
Inc.  The consideration for all the outstanding equity of
Pumpco consisted of approximately $157.5 million in cash and
1,010,566 shares of Complete common stock.  Complete also assumed
approximately $30 million of debt outstanding under Pumpco's
existing credit facility.

"Pumpco is an excellent strategic fit," said Joe Winkler,
President and CEO of Complete.  "Pressure pumping is complementary
to our completion and production business segment, and Pumpco is
focused on the Barnett Shale, one of the most active resource
plays in North America and one where we have a significant
presence."

Pumpco's majority stockholder prior to the acquisition is
an affiliate of a significant stockholder of Complete and,
accordingly, the Board of Directors of Complete established a
Special Committee of directors, each independent of the
significant stockholder and any of its affiliates, to review and
approve the terms of the transaction.  UBS Investment Bank acted
as exclusive financial advisor to the Special Committee. Latham &
Watkins LLP acted as legal counsel to Complete for this
transaction.

Pumpco's estimated revenue, EBITDA and operating income for
calendar year 2006 are approximately $96 million, $45 million and
$39 million, respectively.  The difference between estimated
EBITDA as defined and estimated operating income is solely
attributable to estimated depreciation expense.  These estimates
reflect the third fracturing fleet entering the marketplace in
September 2006 and no revenue from the fourth fleet.

Complete will include Pumpco in its completion and production
business segment from the date of acquisition.  The acquisition is
expected to be accretive to Complete's earnings in 2006 and 2007.  
Complete will provide audited financial statements for Pumpco in a
subsequent filing on Form 8-K with the Securities and Exchange
Commission pursuant to applicable rules and regulations.

Complete Production will hold a conference call to discuss this
transaction on Thursday, November 9, 2006, at 1:00 p.m. Central
Time.  Participation instructions are included toward the end of
this release.

Complete Production Services, Inc. provides completion, production
and drilling services and products to the oil and gas industry in
many of the most active basins throughout North America.

                          *    *     *

As reported on the Troubled Company Reporter, Oct. 6, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on oilfield service provider Complete Production Services
to 'B+' from 'B'.  The outlook is stable.


CONVERIUM HOLDING: Earns $54.3 Million for Third Quarter 2006
-------------------------------------------------------------
Converium Holding AG released its financial results for the third
quarter and first nine months ended Sept. 30, 2006.

Converium posted $54.3 million in net profit on $538.3 million of
revenues for the third quarter of 2006, compared with $6.9 million
in net losses against $678.7 million in revenues for the same
period in 2005.

The company posted $178.4 million in net profit against
$1.39 billion in revenues for the first nine months of 2006,
compared with $34.5 million in net profit against $2.18 billion in
revenues for the same period in 2005.

As of Sept. 30, 2006, Converium Holding AG had $11.87 billion in
assets, $9.97 billion in liabilities and $1.9 billion in
shareholder equity.

"Converium reports another quarter of impressive financial
performance," Inga Beale, Chief Executive Officer, commented.  
"Our capital base has further strengthened.  The results primarily
reflect strong current-year underwriting performance, highlighting
the quality of our book of business.  The third quarter
demonstrates once more the sustainability of Converium's rebound."

"We now focus on the year-end renewal negotiations and believe
that we can benefit from the recent positive rating actions," Mr.
Beale added.  "We remain confident that Converium will be awarded
a better financial strength rating in the near future."

           Agreement to Sell North American Operations

On Oct. 17, Converium disclosed of the signing of a definitive
agreement to sell its North American operations to National
Indemnity Company, a Berkshire Hathaway company, for a total
consideration of $295 million comprised of $95 million in cash and
$200 million in assumption of debt.  Converium has not provided
any guarantee or indemnity in respect of the reserves of the North
American operations.  The transaction is subject to regulatory
approvals and customary closing conditions.  The transaction is
not reflected in Converium's third quarter financial accounts
presented.

The sale to National Indemnity Company is based on the balance
sheet as of June 30, 2006.  On this basis Converium estimates that
the sale will result in a decrease in shareholders' equity of
$135 million.  The overall effect on net income and shareholders'
equity will depend on the amount of unrealized investment losses
or gains at the North American operations, closing net asset
adjustments and foreign exchange developments.  Increases or
decreases in the net assets of the North American operations after
June 30, 2006 do not give rise to a net benefit or detriment to
Converium, resulting in a fixed economic effect of the transaction
at closing.

On completing this transaction, Converium will achieve finality
regarding its North American operations.  In addition, the
Company's risk profile improves following the assumption of all of
the North American operations' reinsurance liabilities (in excess
of $1 billion as of June 30, 2006) by National Indemnity Company.

Following the conclusion of the sale, Converium will maintain a
strong financial position, while further de-risking its balance
sheet.  Converium is very pleased with Standard & Poor's decision
to place the Company on Credit Watch with positive implications
after the transaction was announced.

         Financial Guidance for 2006 Essentially Unchanged

Converium reiterates the fundamental elements of its full-year
financial guidance given in March 2006:

   -- gross premiums written for 2006 are projected to come in
      at $1.8-1.9 billion;

   -- the priced combined ratio for the ongoing non-life
      operations is anticipated at around 102.5%, including an
      administration expense ratio of 5.5%, expected losses from
      natural catastrophes of about $80 million but excluding
      expected Corporate Center costs of up to $55 million as
      compared with the Company's previous guidance of
      $45-50 million.  

      This upward revision of Corporate Center costs is driven
      by additional expenses associated with the sale of the
      North American operations;

   -- the corporate tax rate is expected to range between
      12-15%, up from the previous guidance of 7-12%.  This
      upward revision is largely attributable to more income
      from high-tax jurisdictions;

   -- average invested assets including cash and cash
      equivalents should be in the magnitude of around
      $7.2 billion, up from the previous guidance of around
      $7 billion.

              Positive Outlook for Year-End Renewals

In the ongoing year-end renewals Converium experiences strong
support from clients.  Given the most recent positive signals from
rating agencies, especially Standard & Poor's placing of Converium
under Credit Watch with positive implications, clients believe
that Converium will obtain an improved financial strength rating
in the near future.

Even assuming no upgrade before the end of the year Converium
expects to achieve at least a stable volume of business in 2007,
based on increasing shares in a number of client relationships,
new business from various markets, and overall market conditions
which Converium believes to remain attractive.

                    Distinct Value Proposition

Following a ratings upgrade Converium will continue to build its
franchise as a mid-sized multi-line reinsurer with a distinct
geographic emphasis on Europe, Asia Pacific and the Middle East,
and with a focus on global specialty lines.  The Company believes
that, based on its knowledge-based strategy, it can successfully
position itself as an "intelligent alternative" in global
reinsurance markets, also benefiting from a clear and distinctive
strategic stance on North America.  As a result of a ratings
upgrade, Converium expects to gain increased shares with existing
clients and to establish new client relationships without
compromising on profitability.

                         About Converium

Headquartered in Zug, Switzerland, Converium Holding AG --
http://www.converium.com/-- provides treaty and individual
coverage for risks including accident and health, credit and
surety, e-commerce, third party and professional liability,
life, and special casualty.   The company also operates in
Germany, United Kingdom, France, Malaysia, Singapore, Australia,
Japan, Bermuda, Argentina, U.S.A., Brazil and Canada.

                          *     *     *

In October 2006, Fitch Ratings placed Swiss-based Converium AG's
Insurer Financial Strength BBB- rating on Rating Watch Positive.  
The agency has also placed other ratings within the Converium
group on RWP.

Converium group ratings are: Converium AG's IFS BBB- on RWP;
Converium AG's Issuer Default rating BBB- on RWP; Converium
Insurance (U.K.) Limited's IFS BBB- on RWP; Converium
Ruckversicherungs (Deutschland) AG's IFS BBB- on RWP; Converium
Holding AG's IDR BB on RWP; and Converium Finance S.A.'s
$200 million subordinated debt due 2032 BB+ on RWP.


CRC HEALTH: Inks Plan to Merge Subsidiary With Aspen Education
--------------------------------------------------------------
CRC Health Corporation signed an agreement and plan of merger in
which its wholly owned subsidiary, Madrid Merger Corporation, will
merge with Aspen Education Group Inc.

CRC Health has agreed to acquire all of the outstanding capital
stock of Aspen, for a cash purchase price of $291 million, subject
to adjustment pursuant to the terms and conditions of the
Agreement.

CRC Health intends to fund the purchase price with a combination
of additional senior secured term loans and a capital contribution
from its parent company, CRC Health Group, Inc.

CRC Health Group intends to fund the capital contribution through
a combination of senior unsecured loans and the sale of its equity
securities to certain of its existing equity holders.

CRC Health expects its pro forma leverage ratio to remain similar
to current levels.

Closing of the transaction is conditioned upon satisfaction of
customary closing conditions, including the expiration or early
termination of the Hart-Scott-Rodino Antitrust Improvements Act
waiting period, the Company receiving the proceeds of its
financing to fund the transaction and the absence of an event
resulting in a material adverse effect.

It is anticipated that closing will occur during the fourth
quarter of 2006.

Ropes & Gray LLP in Boston, Mass., represents CRC Health
Corporation.

Morgan, Lewis & Bockius LLP in Los Angeles, Calif., represents
Aspen Education Group Inc.

A full-text copy of the agreement and plan of merger is available
for free at http://ResearchArchives.com/t/s?14a6

                     About Aspen Education

Cerritos, California-based Aspen Education Group Inc. provides
educational services to youth who have demonstrated behavioral
issues that have interfered with their performance in school and
life.  Aspen operates 32 programs in 12 states in the U.S. and a
program in the U.K. and its offerings include boarding schools,
experiential outdoor education programs, weight-loss residential
high schools, and summer weight loss camps.

                     About CRC Health Corp.

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

                         *     *     *

Moody's Investors Service confirmed CRC Health Corporation's B2
Corporate Family Rating in connection with the rating agency's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology.


CREDIT SUISSE: Moody's Pares Rating on $18.8 Million Loan to Ba3
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of four classes
and confirmed or affirmed the ratings of 17 classes of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2005-CND2:

   -- Class A-1, $609,625,203, Floating, affirmed at Aaa

   -- Class A-1S, $87,536,653, Floating, affirmed at Aaa

   -- Class A-1J, $40,000,000, Floating, affirmed at Aaa

   -- Class A-2, $386,000,000, Floating, affirmed at Aaa

   -- Class A-X-1, Notional, affirmed at Aaa

   -- Class A-X-2, Notional, affirmed at Aaa

   -- Class A-X-3, Notional, affirmed at Aaa

   -- Class A-X-4, Notional, affirmed at Aaa

   -- Class A-Y, Notional, affirmed at Aaa

   -- Class B, $64,000,000, Floating, affirmed at Aaa

   -- Class C, $63,000,000, Floating, affirmed at Aaa

   -- Class D, $39,000,000, Floating, affirmed at Aa1

   -- Class E, $36,000,000, Floating, affirmed at Aa2

   -- Class F, $35,000,000, Floating, affirmed at Aa3

   -- Class G, $37,000,000, Floating, confirmed at A1

   -- Class H, $33,000,000, Floating, confirmed at A2

   -- Class J, $36,000,000, Floating, confirmed at A3

   -- Class K, $32,000,000, Floating, downgraded to Baa2 from
      Baa1

   -- Class L, $32,000,000, Floating, downgraded to Baa3 from
      Baa2

   -- Class M, $23,000,000, Floating, downgraded to Ba1 from

      Baa3; on review for possible downgrade

   -- Class N, $18,835,048, Floating, downgraded to Ba3 from Ba1;
      on review for possible downgrade

The Certificates are collateralized by one whole loan and
12 senior participation interests secured by 17 properties.  The
loans range in size from 0.5% to 28.6% of the pool based on
current principal balances.  

As of the Oct. 16, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 21%
to $1.57 billion from $1.99 billion at securitization as the
result of the payoff of six loans and partial property releases
associated with four loans.

The pool contains transitional assets that are undergoing
conversion for sale as residential condominiums.  Classes G, H, J,
K, L, M and N were placed on review for possible downgrade on Aug.
22, 2006.  

Moody's is confirming Classes G, H and J. Moody's is downgrading
Classes K, L, M and N and placing Classes M and N on review for
further possible downgrade due to weakening conditions in the
south Florida condominium market and performance issues concerning
the Prestige Portfolio and Mizner Court at Broken Sound Loans.

The Prestige Portfolio Loan ($106 million - 10.2%) is secured by
five garden apartment complexes (1,269 units) located in three
south Florida counties -- Palm Beach, Broward and Sarasota.  There
are currently 19 units under contract but no sales have occurred
to date.  The borrower has been renting units and has been funding
the monthly debt service shortfall out-of-pocket. The interest
reserve is at the minimum balance.

The Mizner Court at Broken Sound Loan ($57.3 million - 3.6%), is
secured by 450 condominium/apartment units located in Boca Raton,
Florida.  To date no sales have closed and the borrower is
currently refunding deposits on 44 remaining contracts.  The
borrower is renting units to generate cash flow.  Market
conditions in Boca Raton have deteriorated significantly over the
past several months.

There are also issues concerning the Hotel Gansevoort/Paradiso
Residences and the Toy Buildings Loans.  The Hotel
Gansevoort/Paridiso Residences Loan is secured by a mixed use
property located in South Beach, Florida.  The property, which is
configured as a 593-room hotel, is currently being renovated and
converted into 299 residential condominium units, 54 hotel-
condominium units and a 240-room full-service hotel.

To date 108 units are in contract (91 condominiums, 17 condo-hotel
units) with closings expected to begin at the end of November or
the beginning of December.  Sales have stagnated with no
additional sales over the past three months.

The interest reserve has been fully depleted and the borrower has
been funding debt service out-of-pocket.  A forbearance agreement
for the interest reserve is being negotiated with the servicer.
The Miami Beach condominium market data indicates a declining
sales velocity and a growing inventory of units available for
sale.

The Toy Buildings Loan ($189.6 million - 12.1%) is secured by four
contiguous buildings located in the Flatiron District of New York
City.  The borrower is in the process of converting the buildings
into 556 residential condominium units.  There had been an
interest reserve default that has been cured; however, the project
is approximately six months behind in its construction schedule
due primarily to delays in receiving governmental approvals.

The Monterra at Bonita Springs Loan was transferred to special
servicing due to the borrower abandoning its condominium
conversion plan.  However, the loan paid off in full in October
2006 and the special servicer waived its special servicing fee.


CYRUS INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Cyrus, Inc.
        16 Penn Plaza
        481 Eighth Avenue, Suite 812
        New York, NY 10001

Bankruptcy Case No.: 06-12668

Chapter 11 Petition Date: November 8, 2006

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Dawn K. Arnold, Esq.
                  Rattet, Pasternak & Gordon-Oliver, LLP
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Total Assets:   $356,050

Total Debts:  $1,425,054

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


DELPHI CORP: Delays Filing of Third Quarter Financials
------------------------------------------------------
Delphi Corporation disclosed that its Quarterly Report on Form
10-Q for the third quarter ended Sept. 30, 2006, could not be
filed within the prescribed time period because it could not
complete the preparation of the required information without
unreasonable effort and expense.

In connection with the audit of its 2006 consolidated financial
statements and performing related interim procedures for the third
quarter, Delphi's independent auditors identified and informed the
Company of a potential issue with the designation of hedges
related to foreign currency.

Specifically, Delphi became aware that the hedge designation for
foreign currency forward contracts it had entered into to hedge
exposure to foreign currency fluctuations may not have satisfied
the technical accounting rules under Statement of Financial
Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended to qualify for
exemption from the more strict effectiveness testing requirements.

Delphi, together with its current and former independent public
accounting firms, is reviewing the accounting treatment accorded
to these contacts.

Delphi will not be in a position to file its Form 10-Q without
unreasonable effort or expense prior to the time the review of the
accounting treatment accorded to these contracts is complete. The
terms of Delphi's debtor-in-possession financing require that
Delphi furnish its lenders copies of its periodic filings when
those filings are due to be filed with the U.S. Securities and
Exchange Commission.

An amendment was circulated to lenders under Delphi's debtor-in-
possession facility to provide additional time to complete the
periodic filings.

Delphi expects the amendment will be effective no later than
tomorrow, Nov. 14, 2006.

Troy, MI-based Delphi Corporation -- http://www.delphi.com/--   
supplies vehicle electronics, transportation components,
integrated systems and modules, and other electronic technology.
The Company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.


EDWARD GRIGGS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Edward Griggs, Jr., M.D.
        aka Edward Albert Griggs, M.D.
        25 North Drive
        Dobbs Ferry, NY 10522

Bankruptcy Case No.: 06-22770

Type of Business: The Debtor is an ophthalmologist.

Chapter 11 Petition Date: November 9, 2006

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Jeffery A. Reich, Esq.
                  Reich Reich & Reich, P.C.
                  175 Main Street, Suite 300
                  White Plains, NY 10601
                  Tel: (914) 949-2126
                  Fax: (914) 949-1604

Total Assets: $1,647,232

Total Debts:  $1,935,001

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim        Claim Amount
   ------                     ---------------        ------------
Citi Mortgage, Inc.           Mortgage                   $626,429
Attn: Bankruptcy, MS 730
P.O. Box 790130
O'fallon, MO 63368

Paulette Castillo             Alimony, Maintenance       $298,498
32 Courseview Road            Child Support
Bronxville, NY 10708

John Tague, Esq.              Legal Services             $169,000
2 Park Place, Ste. 1
Bronxville, NY 10708

Jaffe And Asher, LLP          Legal Services             $153,730
600 Third Avenue
New York, NY 10016

Citi Mortgage, Inc.           Home Equity Loan           $138,000
Attn: Bankruptcy, MS 730
P.O. Box 790130
O'fallon, MO 63368

Citibank Commercial           Business Loan               $65,000
Business Banking Loan Ops
201 W. Lexington Dr. MS 0412
Glendale, CA 91203

Capital One FSB               Credit Card                 $49,000
P.O. Box 70885
Charlotte, NC 28272

Mbna/Bank Of America          Credit Card                 $48,353
P.O. Box 15721
Wilmington, DE 19886

Citi Mortgage, Inc.           Mortgage                    $48,000
Attn: Bankruptcy, MS 730
P.O. Box 790130
O'fallon, MO 63368

Chase Home Finance            Mortgage                    $43,000
P.O. Box 24696
Columbus, OH 43224

Citibank Business Loan        Business Loan               $42,602
Business Banking Loan Ops
201 W. Lexington Dr. MS 0412
Glendale, CA 91203

Mbna                          Credit Card                 $25,000
P.O. Box 15720
Wilmington, DE 19850

Citibusiness Card             Credit Card                 $17,725
P.O. Box 44180
Jacksonville, FL 32231

Bank Of America               Credit Card                 $13,298
P.O. Box 1516
Newark, NJ 07101

Capital One FSB               Credit Card                 $5,355
P.O. Box 790217
St. Louis, MO 63179

Patricia Kitson, Esq.         Legal Services              $2,500
50 Main Street
White Plains, NY 10606

Chase                         Credit Card                 $2,135
P.O. Box 15153
Wilmington, DE 19886

James Digiaciento, DDS        Dental Services             $1,200
98 Smith Avenue
Mount Kisco, NY 10549

American Express              Credit Card                   $928
P.O. Box 2855
New York, NY 10116

American Express              Credit Card                   $175
General Inquiries
P.O. Box 297812
Ft. Lauderdale, FL 33329


ELAN FINANCE: Moody's Rates Proposed Senior Unsecured Notes at B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed new
senior unsecured notes of Elan Finance PLC reflecting a guarantee
from Elan Corporation, PLC and material subsidiaries. At the same
time, Moody's affirmed Elan's existing ratings and the stable
rating outlook.

The last prior rating action was an outlook revision to stable
from negative on June 14, 2006 following the FDA's approval of
resumed marketing for Tysabri in multiple sclerosis.

The new senior notes are being sold in a privately negotiated
transaction 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.

Elan's B3 Corporate Family Rating reflects the criteria outlined
in Moody's Global Pharmaceutical Rating Outlook including size and
scale, cash flow relative to debt, and cash coverage of debt.
Elan's rate of cash use is significant, and Elan faces
$613 million of debt maturities in early 2008.

Consummation of the pending debt issuance would alleviate concerns
about near-term debt maturities, and would help solidify Elan's
position within the B3 rating category.

The rating outlook is stable.

"Despite an improvement in refinancing risk, Moody's believes that
the market acceptance of Tysabri remains uncertain and will be a
critical factor driving any future changes in Elan's credit
rating," stated Michael Levesque, Vice President and Senior Credit
Officer.

Upward rating pressure could result from a very successful re-
launch of Tysabri, leading Moody's to conclude that Elan is on a
clear path to generating positive free cash flow.  Negative rating
pressure could develop if Moody's believes that Elan is unlikely
to achieve positive earnings and cash flow by year-end 2008.

Rating assigned:

   * Elan Finance, PLC

     -- B3 fixed rate senior notes due 2013 (guaranteed by Elan
        Corporation, PLC and subsidiaries)

     -- B3 floating rate senior notes due 2013 (guaranteed by
        Elan Corporation, PLC and subsidiaries)

Ratings affirmed:

   * Elan Corporation, PLC

     -- B3 corporate family rating

   * Elan Finance, PLC

     -- B3 fixed rate senior notes of $850 million due 2011
       (guaranteed by Elan Corporation, PLC and subsidiaries)

     -- B3 floating rate senior notes of $300 million due 2011
       (guaranteed by Elan Corporation, PLC and subsidiaries)

   * Athena Neurosciences Finance, LLC

     -- B3 senior notes of $613 million due 2008 (guaranteed by
        Elan Corporation, PLC and subsidiaries)


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.


FINOVA GROUP: Inks Final Claims Settlement with Thaxton Entities
----------------------------------------------------------------
The Finova Group, Inc., entered into final documentation of the
settlement of all outstanding claims in the ongoing litigation
involving the Company and Thaxton Group Inc. and its debtor-
affiliates, the holders of subordinated notes issued by
Thaxton and the Official Committee of Unsecured Creditors in
Thaxton and its debtor-affiliates' chapter 11 cases.

As reported in the Troubled Company Reporter on Sept. 19, 2006 The
Finova Group, Inc.'s subsidiary, FINOVA Capital Corporation
reached a preliminary settlement to resolve all outstanding claims
in the ongoing litigation with the Thaxton Entities and related
interests.

The Company disclosed that the settlement is being structured as a
class action, and it has the right to reject the settlement if:

    (i) more than $6 million principal amount of Thaxton
        subordinated notes opt out of the settlement; and/or

   (ii) any of the current individual plaintiffs in the Gregory
        action opt out of the settlement.

Consummation of the settlement is subject to:

     (i) approval by the District Court, the Thaxton Entities
         bankruptcy court and the bankruptcy court in the
         Company's chapter 11 proceeding;

    (ii) notice to the class of the settlement; and

   (iii) final court approval of the settlement after hearings on
         the fairness of the settlement.

The Company further disclosed that it anticipates that the
consummation of the settlement will not be implemented prior to
early 2007.

A full text-copy of the Master Settlement Agreement may be viewed
at no charge at http://ResearchArchives.com/t/s?14b8

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing.  Loan write-offs had put the firm on
shaky ground.  The Company and its debtor-affiliates and
subsidiaries filed for Chapter 11 protection on March 7, 2001
(U.S. Bankr. Del. 01-00697).  Pachulski, Stang, Ziehl, Young &
Jones P.C. and Wachtell, Lipton, Rosen & Katz represent the
Official Committee of Unsecured Creditors.  Daniel J.
DeFranceschi, Esq., at Richards, Layton & Finger, P.A., represents
the Debtors.  FINOVA has since emerged from Chapter 11 bankruptcy.  
Financial giants Berkshire Hathaway and Leucadia National
Corporation (together doing business as Berkadia) own FINOVA
through the almost $6 billion lent to the commercial finance
company.  Finova is winding up its affairs.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Ernst & Young LLP expressed substantial doubt about The Finova
Group Inc.'s ability to continue as a going concern after auditing
the Company's financial statements for the year ended
Dec. 31, 2005.  The auditing firm pointed to the Company's
negative net worth as of Dec. 31, 2005 as well as limited sources
of liquidity to satisfy its obligations.


FOAMEX INTERNATIONAL: Wants U.S. Bank's Interest Claims Disallowed
------------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to find that:

   (a) no prepayment premiums, or any prepayment fees or
       penalties are payable under the Senior Secured Indenture
       on account of the Senior Secured Note Claims as they are
       treated under the Amended Plan;

   (b) the order setting the bar date for the filing of proofs of
       claim in the Debtors' Chapter 11 cases precludes the
       assertion of a claim for payment of a call premium, or
       prepayment fee or penalty with respect to the Senior
       Secured Notes;

   (c) to the extent a prepayment premium, or any prepayment fee
       or penalty is payable under the Senior Secured Indenture
       on account of the Senior Secured Note Claims as they are
       treated under the Amended Plan, that premium, fee or
       penalty is not reasonable under Section 506(b);

   (d) no Change of Control premium is payable or will become
       payable under the Senior Secured Indenture as a result of
       the transactions contemplated under the Amended Plan;

   (e) the Bar Date Order precludes assertion of a claim for
       payment of a Change of Control premium under the Senior
       Secured Indenture; and

   (f) the Bar Date Order precludes assertion of a claim in
       excess of the amount requested in U.S. Bank National
       Association's Claims on account of prepetition interest on
       the Senior Secured Notes.

The Debtors further ask the Court to disallow U.S. Bank's Claims
filed against FMXI, Inc., and Foamex International Inc., because
they are not guarantors or issuers with respect of the Senior
Secured Notes.

Pursuant to the Senior Secured Indenture dated March 25, 2002,
Foamex L.P., and Foamex Capital Corporation, issued $300,000,000
in original principal amount of 10-3/4% Senior Secured Notes due
April 1, 2009.

The U.S. Bank acts as trustee under the Senior Secured Indenture.

The Senior Secured Indenture requires, in certain limited
circumstances, payment of:

   (a) a Change of Control premium; and

   (b) a prepayment premium upon acceleration caused by a
       bankruptcy filing only if that action was taken "with the
       intention of avoiding the prohibition on redemption of the
       Notes . . ."

The Senior Secured Indenture defines Change of Control as the
occurrence of any of these:

   (1) the sale, lease, transfer or other disposition, excluding
       through merger or consolidation, of all or substantially
       all the Debtors' assets to any entity;

   (2) the Debtors' adoption of a liquidating plan;

   (3) the consummation of a transaction, the result of which is
       that any entity becomes the beneficial owner of more than
       50% of the Voting Stock of the Debtors, measured by voting
       power rather than number of shares; or

   (4) the first day on which a majority of the members of the
       Debtors' Board of Directors are not continuing members.

In December 2005, U.S. Bank filed a proof of claim in each
Debtor's Chapter 11 case -- Claim Nos. 865 to 873 -- asserting a
secured claim against each Debtor for money loaned in the amount
of $312,452,083 and postpetition interest at the default rate
accrued from the Petition Date through December 8, 2005, for
$7,854,872.

U.S. Bank's $312,452,083 claim comprised of $300,000,000
principal, and prepetition interest for $12,452,083.

The Debtors previously filed their First Amended
Joint Plan of Reorganization on Oct. 23, 2006.

The Amended Plan provides, among other things, that claims arising
under the Senior Secured Indenture on account of the Senior
Secured Notes will be unimpaired and deemed allowed in the
aggregate amount of $312,452,083 plus accrued and unpaid
postpetition interest, but excluding any premiums or any
prepayment fees or penalties.

Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, contends that the Plan's recovery for the
Senior Secured Notes Claims is identical to the claim asserted by
the U.S. Bank on account of the Senior Secured Notes in its proofs
of claim filed in the Debtors' Chapter 11 cases.  He adds that the
recovery results in payment in full to the holders of the Senior
Secured Notes under the terms of the Senior Secured Indenture.

After the Debtors' filing of the Amended Plan, the Ad Hoc
Committee of Senior Secured Noteholders expressed three demands
with respect to the Amended Plan's treatment of the Senior
Secured Note Claims:

   (a) payment for a prepayment premium of $16,125,000 on the
       Senior Secured Notes;

   (b) in the alternative, payment for a Change of Control
       premium of $3,000,000; and

   (c) increase of the recovery of prepetition interest on the
       Senior Secured Notes by $2,597,917, thus, increasing U.S.
       Bank's claim for prepetition interest from $12,452,083 to
       $15,050,000.

Mr. Barry, however, points out that the Senior Secured Indenture
does not provide for the payment of any call premiums or
prepayment fees or penalties where, as here, the Senior Secured
Notes have been accelerated due to the filing of voluntary
bankruptcy cases, have become immediately due and payable as a
result of, and are to be paid in full in cash pursuant to a
Chapter 11 plan of reorganization.

In the alternative, if the prepayment premium demanded by the Ad
Hoc Committee is determined to be payable under the Senior
Secured Indenture, it is not reasonable under Section 506(b) of
the Bankruptcy Code, Mr. Barry asserts.  Section 506(b) provides
that "to the extent than an allowed secured claim is secured by a
property of which . . . is greater than the amount of the claim,
there shall be allowed to the holder of such claim, interest on
such claim, and any reasonable fees, costs, or charges provided
for under the agreement or State statue under which such claim
arose."

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 INTERNATIONAL: Wants Until March 9 to Remove Civil Actions
-----------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
until, March 9, 2007, the time by which they may file notices of
removal with respect to civil actions pending as of their
bankruptcy filing pursuant to Rules 9006(b) and 9027 of the
Federal Rules of Bankruptcy Procedure.

According to Pauline K. Morgan, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, the Debtors have not had
adequate time to fully investigate and evaluate all of the Civil
Actions to determine whether removal is appropriate.

Ms. Morgan maintains that having recently finalized a plan of
reorganization and disclosure statement, the Debtors expect that a
great deal of time and attention will be focused on the
solicitation and confirmation process in the coming weeks.

An extension will give the Debtors more time to make fully
informed decisions concerning removal of each action and will
assure that the Debtors do not forfeit valuable rights,
Ms. Morgan asserts.

Ms. Morgan assures the Court that the rights of the Debtors'
adversaries will not be prejudiced by an extension because they
may seek to have the actions remanded to state court.

The Debtors reserve the right to seek further extensions of the
removal period.

The Court will convene a hearing on Dec. 21, 2006, to consider the
Debtors' request.  Objections to the relief sought must be filed
by Nov. 25, 2006.  By application of Del. Bankr. LR 9006-2, the
Debtors' removal period is automatically extended until the
conclusion of that hearing.

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).


FORD MOTOR: To File Third Quarter 2006 Report by November 14
------------------------------------------------------------
In a Nov. 9, 2006 filing with the Securities and Exchange
Commission, Ford Motor Company disclosed that it is restating
its financial statements for the third quarter ended Sept. 30,
2005, and finalizing its financial results for the third quarter
ended Sept. 30, 2006, to reflect the changes in fair value of its
derivative instruments as gains and losses, without recording any
offsetting change in the value of the debt it was economically
hedging.

Because the analysis and preparation of its restated financial
information is not yet complete, the company said it will be
filing its Quarterly Report on Form 10-Q for the period ended
Sept. 30, 2006, on or before Nov. 14, 2006, instead of Nov. 9.

The company's indirect wholly owned subsidiary Ford Motor Credit
Company became aware of a matter related to the application of
paragraph 68 of Statement of Financial Accounting Standards No.
133, Accounting for Derivative Instruments and Hedging Activities,
as amended, during the preparation of its response to a comment
letter from the Division of Corporation Finance of the Securities
and Exchange Commission.

Accordingly, the company performed a review of the company and
Ford Credit's hedge accounting policies and practices relating to
the "assumption of no ineffectiveness" for interest rate swaps
pursuant to paragraph 68 of SFAS No. 133.  Although the interest
rate swaps were and continue to be highly effective economic
hedges, the company has determined that nearly all of the trans-
actions failed to meet the requirements of Paragraph 68.

              Preliminary Third Quarter 2006 Results

On Oct. 23, 2006, the company issued a press release announcing
its preliminary financial results for the third quarter ended
Sept. 30, 2006.  The company also furnished the preliminary
results to the SEC in its Current Report on Form 8-K dated
Oct. 20, 2006.

For the third quarter of 2006, the company reported a preliminary
net loss of $5.8 billion, compared with a $284 million net loss
for the third quarter of 2005.

Excluding special items, the third quarter loss from continuing
operations was $1.2 billion compared with a loss of $191 million a
year earlier.

                      About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Company --
http://www.ford.com/-- manufactures and distributes automobiles   
in 200 markets across six continents.  With more than 324,000
employees worldwide, the company's core and affiliated automotive
brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln,
Mazda, Mercury and Volvo.  Its automotive-related services include
Ford Motor Credit Company and The Hertz Corporation.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 24, 2006,
Standard & Poor's Ratings Services placed its 'B' senior unsecured
debt issue ratings on Ford Motor Co. on CreditWatch with negative
implications.  At the same time, S&P affirmed all other ratings on
Ford, Ford Motor Credit Co., and related entities, except the
rating on Ford Motor Co. Capital Trust II 6.5% cumulative
convertible trust preferred securities, which was lowered to
'CCC-'from 'CCC.'

At the same time, Fitch Ratings placed Ford Motor's 'B+/RR3'
senior unsecured debt on Rating Watch Negative reflecting Ford's
intent to raise secured financing that would impair the position
of unsecured debt holders.  Under Fitch's recovery rating scenario
it was estimated that unsecured holders would recover
approximately 68% in a bankruptcy scenario, equating to a Recovery
Rating of 'RR3' (50-70% recovery).

Moody's Investors Service has disclosed that Ford's very weak
third quarter performance, with automotive operations generating a
pre-tax loss of $1.8 billion and a negative operating cash flow of
$3 billion, was consistent with the expectations which led to the
September 19 downgrade of the company's long-term rating to B3.


FOREST CITY: Completes Restructuring of Forest City's Portfolio
---------------------------------------------------------------
Forest City Enterprises Inc. has completed the restructuring of
the Forest City Ratner Companies portfolio, which is composed of
Forest City Enterprises' and Bruce C. Ratner's combined interest
in a total of 30 retail, office and residential operating
properties, certain service companies and seven identified
development opportunities, as well as the pursuit of new real
estate opportunities, all in the greater New York City
metropolitan area.

As reported, Bruce Ratner has contributed his ownership
interests in the 30 operating properties, the service companies
and participation rights in all future developments to a newly
formed limited liability company.  Forest City paid $46.3 million
in cash and issued 3,894,000 units in the new limited liability
company to Bruce Ratner.  These units may be exchanged for an
equal number of shares of FCEA stock or cash based on the value of
FCEA stock at the time of conversion.  

For the first five years only, units that have not been exchanged
will receive their proportionate share of an aggregate annual
preferred payment of $2.5 million plus an amount equal to the
dividends payable on the same number of shares of Forest City
stock.  After five years, the annual preferred payment on the
outstanding units will equal only the dividends payable on Forest
City stock.  In addition, Forest City will indemnify Bruce Ratner
for any tax liability he may incur as a result of the sale of any
of these properties during the 12-year period following the
closing of the transaction.

The cash and units exchanged for Bruce Ratner's interest are net
of $42.5 million of preferred returns in favor of Forest City.  
This transaction also takes into account $384 million of non-
recourse project debt attributable to Bruce Ratner's ownership.
All but $16.8 million of this debt is already reported on the
consolidated balance sheet of Forest City's GAAP financial
statements.

Headquartered in Cleveland, Ohio, Forest City Enterprises, Inc.
is a $5.9 billion NYSE-listed real estate company.  The Company is
principally engaged in the ownership, development, acquisition and
management of commercial and residential real estate throughout
the United States.  The Company's portfolio includes interests in
retail centers, apartment communities, office buildings and hotels
in 20 states and the District of Columbia.

                         *     *     *

As reported on the Troubled Company Reporter on Oct. 6, 2006,
Standard & Poor's Ratings Services affirmed its 'BB+' rating on
Forest City Enterprises Inc.  The rating affirmation affects
roughly $550 million in rated senior notes.  The outlook remained
stable.


GENERAL CABLE: Begins Proposed $315 Million Senior Notes Funding
----------------------------------------------------------------
General Cable Corporation intends to offer $315 million aggregate
principal amount of Senior Convertible Notes due 2013 under an
automatically effective shelf registration statement on file
with the Securities and Exchange Commission.  The Company has
granted to the underwriters an option to purchase up to an
additional $45 million in principal amount of Senior Convertible
Notes on the same terms and conditions as those sold in this
offering.

The Company intends to use the net proceeds from this offering for
general corporate purposes, which will include the repayment of
outstanding balances under its senior secured credit facility and
the payment of the net cost of separate convertible note hedge and
warrant transactions.  In addition, the Company may use the
remaining net proceeds for potential acquisitions and funding
internal growth.

The Company expects that the convertible note hedge transactions
will have an exercise price equal to the conversion price of the
notes.  The convertible note hedge transactions are intended to
offset potential dilution to the Company's common stock upon
potential future conversion of the notes.  The Company also
anticipates that the warrants will have an exercise price that
is approximately 76% higher than the closing price of the
Company's common stock on the date the notes are priced.

The notes will be convertible into General Cable Corporation
common stock at a to-be-determined premium to the market price of
the common stock when the Senior Convertible Notes are priced.  
The interest rate and other terms will be provided upon pricing of
the notes

Headquartered in Highland Heights, Kentucky, General Cable
Corporation (NYSE: BGC) -- http://www.generalcable.com/-- makes   
aluminum, copper, and fiber-optic wire and cable products.  It has
three operating segments: industrial and specialty (wire and cable
products conduct electrical current for industrial and commercial
power and control applications); energy (cables used for low-,
medium- and high-voltage power distribution and power transmission
products); and communications (wire for low-voltage signals for
voice, data, video, and control applications).  Brand names
include Carol and Brand Rex.  It also produces power cables,
automotive wire, mining cables, and custom-designed cables for
medical equipment and other products.


GENERAL CABLE: Moody's Rates Proposed $315 Mil. Senior Notes at B1
------------------------------------------------------------------
Moody's Investors Service today assigned a rating of B1 to the
proposed $315 million convertible senior notes of General Cable
Corporation.  Concurrently, Moody's upgraded the corporate family
rating of GCC to Ba3 from B1.  

Moody's also upgraded the rating on the $285 million senior
unsecured notes to B1 from B2.

The rating outlook is stable.

The proceeds of the senior convertible notes will be used to
reduce revolver outstandings and for general corporate purposes,
including acquisitions.

These are the rating actions:

Assignment:

   -- $315 million senior unsecured convertible notes due 2013,
      B1, LGD4, 65%

Upgrades:

   -- $285 million senior unsecured notes due 2010, to B1, LGD4,
      65% from B2

   -- Corporate Family Rating, to Ba3 from B1

   -- Probability of Default Rating, to Ba3 from B1

   -- Outlook is stable

The assignment of a B1 rating to the proposed convertible notes
and the upgrade in the corporate family rating to Ba3 from B1
primarily reflect:

   -- the company's moderate leverage; strengthening interest
      coverage;

   -- low cost operations;

   -- leading market position in the wire & cable industry; and,

   -- highly diversified end markets and customer base.

The ratings are additionally supported by:

   -- strong capacity utilization;

   -- rationalized industry-wide supply;

   -- positive demand dynamics in the energy segment of the
      company's business;

   -- a substantial inventory valuation cushion;

   -- low bad debt expense; and,

   -- sizeable net operating loss carry forwards, and size.

Factors weighing on the company's ratings include:

   -- the large commodity price content of the firm's operations;

   -- the highly seasonal and cyclical nature of its business;

   -- the concentration of key raw material supply;

   -- a significantly under-funded defined-benefit pension plan;
      and,

   -- the unionization of a material portion of the company's
      workforce.

The stable outlook reflects Moody's expectation that GCC will
continue to grow volume, particularly in the power and industrial
& specialty segments, as a result of peak demand for its products.  

The rating agency also assume that the firm will continue to take
a conservative approach to acquisitions with consideration paid at
or below replacement cost for cash flow accretive operations that
will expand the company's geographic footprint or product breadth.  
In the event that a major acquisition adds material debt, the
expectation is that GCC will utilize cash flow to rapidly de-lever
in its historically disciplined manner.

The ratings could come under upward rating pressure if total debt
to EBITDA fall below 3.5x on a sustained basis or if demand for
the company's products lead to a level of high operating and free
cash flow, thereby further improving coverage ratios and other
credit metrics.

Downgrade pressure could occur if the company makes a major
acquisition that leverages the balance sheet and that poses
material integration and span-of-control issues.  The ratings
could also be impaired if total debt to EBITDA increases above
3.7x or if EBIT to interest expense declines below 2.3x on a
sustained basis.

GCC, located in Highland Heights, Kentucky, is a leading global
developer and manufacturer within the wire and cable industry. The
firm markets copper, aluminum and fiber optic wire and cable
products globally.  For the last twelve months ended June 30,
2006, the company reported revenues of $3 billion.


HEALTHSOUTH CORP: Posts $76 Million Net Loss in 2006 Third Quarter
------------------------------------------------------------------
HealthSouth Corporation reported a $76,144,000 net loss on
$731,207,000 of revenues for the three months ended Sept. 30,
2006, as compared to a $11,541,000 loss on $766,307,000 of
revenues for the same period in 2005.

The Company attributes the revenue decline to

    * the continued negative impact of the 75% Rule and negative  
      Medicare pricing pressure in the inpatient division;

    * facility closures (which do not qualify as discontinued
      operations) primarily in the outpatient, surgery, and
      diagnostic divisions; and
  
    * four surgery centers that became equity method investments
      rather than consolidated entities during the third quarter
      of 2006.

The Company reported a pre-tax loss from continuing operations of
$68.3 million for the third quarter of 2006 compared to its pre-
tax income from continuing operations of $10.5 million for the
third quarter of 2005.  The third quarter of 2006 includes a
$28.7 million charge for a loss on an interest rate swap related
to the Company's $2.05 billion Term Loan Facility, in addition to
other charges viewed as temporary.

At Sept. 30, 2006, the Company's balance sheet showed
$3,285,144,000 in total assets, $4,695,520,000 in total
liabilities, minority interest of $299,030,000 and convertible
perpetual preferred stock of $387,403,000, resulting in a
$2,096,809 shareholders' deficit.

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

"While the results for the third quarter were somewhat mixed, due
in large part to weaker volumes in the acute care hospital sector,
I am very pleased with our development efforts as we continued to
implement our consolidation strategy in the inpatient
rehabilitation sector.  In the quarter, we announced the
completion of a joint venture in Tucson, Arizona, broke ground on
a brand new inpatient rehabilitation hospital in Fredericksburg,
Virginia, and announced the construction of a new 50-bed inpatient
rehabilitation hospital in the Phoenix market.  Coupled with our
recently announced acquisition of Wichita Valley Rehabilitation
Hospital, these accomplishments are tangible evidence that our
consolidation strategy is beginning to take shape," said
HealthSouth President and Chief Executive Officer, Jay Grinney.

"I also am encouraged by the strong compliant case growth in our
inpatient division and the continued turnaround in our surgery
division.  Our outpatient and diagnostic divisions' performance
declined from 2005, but we expect improved performance from these
divisions in 2007.  As we continue to consider the disposition of
our surgery, outpatient, and diagnostic divisions, we are pleased
with the level of interest we have seen in the possible
acquisition of these divisions, which reinforces the value of
their assets and management teams." Mr. Grinney added.

"The Company's pre-tax loss from continuing operations of
$68.3 million is principally explained by two items," said John
Workman, HealthSouth Executive Vice President and Chief Financial
Officer.  "These two items are our provision for government, class
action, and related settlement expenses of $28.4 million and a
$28.7 million loss on our interest rate swap.  Our provision for
government, class action, and related settlements primarily
includes charges, a portion of which will not require a cash
outflow, related to ongoing settlement discussions with our
subsidiary partnerships related to the restatement of their
historical financial statements."

                       Segment Highlights

Inpatient Division

Net operating revenues in the inpatient division decreased by
4.6%, or $20.2 million, quarter over quarter due to declining
volumes as a result of the continued implementation of the 75%
Rule and negative Medicare pricing pressure.  New pricing goes
into effect Oct. 1, 2006 and will have some favorable impact to
the division.  However, the strategic focus on growing compliant
cases continues to yield strong results.  Compliant case growth
was 4.9% in the third quarter.

Operating earnings margin declined from 24.1% in the third quarter
of 2005 to 20.5% in the third quarter of 2006.  This decline is
the result of lower volumes, the negative effect of Medicare
reimbursement changes, and the higher costs of salaries and
benefits (including inflationary increases needed to retain
qualified personnel) and supplies related to treating more acute
patients without a corresponding price increase.

The third quarter included consulting expenses and an increase in
the provision for doubtful accounts related to the installation of
an upgraded patient accounting system that will be installed in
all facilities by the end of November 2006.  These items totaled
approximately $6 million.  

Surgery Centers Division

Net operating revenues in the surgery centers division decreased
by 2.0%, or $3.6 million, quarter over quarter, which is an
improvement over the division's first quarter and second quarter
of 2006 performance when this division experienced a 6.7% and 3.4%
quarter over quarter decline, respectively, in net operating
revenues.  The decrease in the third quarter of 2006 was primarily
the result of four surgery centers that became equity method
investments rather than consolidated entities after the third
quarter of 2005 and the closure of seven facilities that did not
qualify as discontinued operations.

Operating earnings margin increased to 12% in the third quarter
from 10.1% in the same quarter a year ago, which continues the
margin expansion reported in the second quarter of 2006.  The
division's focus on improving volumes, resyndication efforts, and
cost control strategies were the drivers of this improvement.

Outpatient Division

The outpatient division experienced a decline in net operating
revenues of $9.6 million in the third quarter of 2006 compared to
the same quarter of 2005 as a result of continued competition,
closures of underperforming facilities, and the annual per-
beneficiary limitations on Medicare outpatient therapy services
(effective January 1, 2006).  The division has reduced its
exposure to physician-owned physical therapy sites through its
initiatives to diversify its referral sources and expects its
exposure to this competitive threat to lessen beginning in 2007.

Operating earnings margin declined to 5.9% from 9.5% in the same
quarter a year ago, as the division's efforts to reduce expenses
were not able to offset the lost revenue.

Diagnostic Division

The diagnostic division, which is not considered part of the
Company's core business, experienced a decline in net operating
revenues of $1.0 million, or 1.8%, during the third quarter of
2006 as compared to the third quarter of 2005 due to competitive
pressures and the closure of underperforming facilities that did
not qualify as discontinued operations.

The division has a negative operating margin of (20.0%) in the
third quarter of 2006 compared to break even results in the third
quarter of 2005.  The decline is primarily related to added
expenses from the installation of a new billing and collection
system (including a $5.8 million increase in the division's
provision for doubtful accounts) and reduced profitability as a
result of a negative case mix change in scanning activity.

Corporate and Other

The operating loss of the Company's corporate and other segment
increased $14.0 million from the same quarter a year ago.  The
third quarter of 2005 included a $37.9 million recovery related to
Meadowbrook.  The third quarter of 2006 includes a $35.0 million
recovery from its former chief executive officer, Richard M.
Scrushy, in addition to a $10.0 million reduction of a reserve for
legal fees due Mr. Scrushy.  The third quarter 2006 benefits were
offset by a provision for settlement expenses of $28.4 million and
additional stock-based compensation charges due to the adoption of
Financial Accounting Standards Board Statement No. 123(R) on
January 1, 2006.

                       About HealthSouth

Headquartered in Birmingham, Alabama, HealthSouth Corporation
(OTC Pink Sheets: HLSH) -- http://www.healthsouth.com/--   
provides outpatient surgery, diagnostic imaging and rehabilitative
healthcare services, operating facilities nationwide.


HIGHLAND HEIGHTS: S&P Rates Proposed $315 Mil. Senior Note at B+
----------------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on Highland Heights, Kentucky-based General Cable Corp. to
'BB-' from 'B+'.

At the same time, the rating agency raised the secured bank loan
rating to 'BB+' from 'BB', and the senior unsecured debt rating to
'B+' from 'B'.  

Standard & Poor's also assigned a 'B+' to the proposed
$315 million senior convertible note, due 2013, which would be
used to pay down the existing balance on the company's secured
bank loan, to pay the net cost of a convertible note hedge and a
warrant, and for general corporate purposes.

The outlook is stable.

"The upgrade reflects the continued improvement in financial
leverage, which reached 3.6x as of September 2006, pro forma for
the proposed debt, compared with 3.9x in the prior year," said
Standard & Poor's credit analyst Stephanie Crane.

The company continues to benefit from increased profitability,
which is being driven by strong demand from the energy and power
market, higher prices, as well as operating efficiencies.  The
transaction provides increased liquidity to invest in growing its
business, as well as the opportunity for future debt refinancing.

The ratings on General Cable Corp. reflect moderately high
leverage and a cyclical operating profile, driven by fluctuating
market demand and volatility in raw material pricing that can
affect working capital requirements and cash flow.  

These factors are somewhat offset by the company's leading
position in a global market for wire and cables, especially in the
energy transmission and distribution market, as well as recent
increases in profitability, in part because of volume growth and
raw material pricing increases passed on to end customers, as well
as effective cost cutting and efficiency efforts.  

General Cable is a leading global supplier in the fragmented $100
billion wire and cable market, supplying power utilities for the
electrical grid, industrial and specialty markets, and the telecom
market, including land-line telephone and computer data networks.


HOME FRAGRANCE: Section 341(a) Meeting Scheduled on November 21
---------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Home
Fragrance Holdings Inc.'s creditors at 11:00 a.m., on Nov. 21,
2006, in Suite 3401, 515 Rusk Avenue in Houston, Texas.  This is
the first meeting of creditors required under Section 341(a) in
the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Houston, Texas, Home Fragrance Holdings Inc.
-- http://www.hfh.cc/-- designs, manufactures and sells candles.   
The Company filed for chapter 11 protection on Oct. 23, 2006
(Bankr. S.D. Tex. Case No. 06-35661).  Thomas H. Grace, Esq. at
Locke Liddell & Sapp LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $1 million
and $100 million.


IMC INVESTMENT: Court Extends Exclusivity Period to November 14
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended, on an expedited basis, until Nov. 14, 2006, the period
within which IMC Investment Properties Inc. has exclusive right to
file a chapter 11 plan of reorganization.

Judge Harlin DeWayne Hale stresses that if a final hearing does
not occur before Nov. 14, 2006, the exclusivity will expire.

The Court demands that no further extensions of exclusivity will
be approved, unless on or before a final hearing on the Debtor's
request, these conditions have been met:

   a) the Debtor's 2005 federal tax return has been filed and a
      copy delivered to the Office of the U.S. Trustee;

   b) the Debtor must pay all outstanding and due U.S. Trustee
      fees pursuant to Section 1928 of the Bankruptcy Code;

   c) the Debtor must file all monthly operating reports that are
      due to the U.S. Trustee; and

   d) the Debtor must comply with all requirements of the Court's
      final order authorizing use of cash collateral and providing
      adequate protection dated Aug. 11, 2006, and specifically
      with Paragraphs 5 and 6 of that Order.

Headquartered Dallas, Texas, IMC Investment Properties, Inc.,
filed for chapter 11 protection on July 3, 2006 (Bankr. N.D. Tex.
Case No. 06-32754).  Edwin Paul Keiffer, Esq., at Hance
Scarborough Wright Ginsberg and Brusilow, LLP, represents the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's chapter 11
case.  When the Debtor filed for protection from its creditors, it
estimated assets and debts between $10 million and $50 million.


IMC INVESTMENT: Gets Court Nod to Continue Using Cash Collateral
----------------------------------------------------------------
The Hon. Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas authorized IMC Investment Properties,
Inc. to continue using of cash collateral securing repayment of
its debt to its prepetition secured creditors, Plains Capital Bank
and Compass Bank.

The Debtor can now access to cash collateral to fund the necessary
operating expenses of their office building located at 6221
Riverside Drive, in Irving, Texas.

The Debtor has pledged the office building as collateral to secure
four obligations.  These security interests have been granted to
Plains Capital Bank and Compass Bank.  In addition, the secured
creditors have entered into an intercreditor agreement that may
affect the priority of the liens granted to them.

The secured creditors' security interests include:

A) Compass First Lien

On Sept. 17, 2003, the Debtor executed a promissory first-lien
note payable to Texas Bank for $7,500,000, which was later
assigned to Compass Bank.  The approximate principal balance due
and owing on the first lien note is $6,989,000.

Aside from the promissory note, the Debtor executed a deed of
trust, security agreement, and assignment of rents and leases on
Sept. 17, 2003.

B) Compass Second Lien

The Debtor executed a second deed of trust, security agreement and
assignment of rents and leases in favor of Texas Bank.  The Debtor
believes that the debt the instrument secures remains unfounded,
and therefore, the second lien note does not secure any
indebtedness.

C) Plains Third Lien

On Sept. 17, 2003, the Debtor executed a revolving line of credit
promissory note payable to Plains Capital for $2,000,000.  To
secure the third lien note, the Debtor also executed the deed of
trust security agreement and assignment of rents, leases, incomes
and agreement on Sept. 17, 2003.  The approximate principal
balance due and owing on the third lien note is $1,788,181.

D) Plains Fourth Lien

The Debtor also executed a promissory fourth lien note payable to
Plains Capital for $2,200,000.  The approximate principal balance
due and owing on the fourth lien note is $2,006,329.

Pursuant to the secured creditors' intercreditor agreement,
Compass Bank subordinated its lien interests to the fourth lien
note as it relates to the payment of rent under a lease executed
between the Debtor and American Esoteric Laboratories, Inc.  The
proceeds of the fourth lien note were used to provide tenant
improvements requested by American Esoteric.

A full-text copy of the Debtor's cash collateral budget is
available for free at http://researcharchives.com/t/s?14c7

Headquartered Dallas, Texas, IMC Investment Properties, Inc.,
filed for chapter 11 protection on July 3, 2006 (Bankr. N.D. Tex.
Case No. 06-32754).  Edwin Paul Keiffer, Esq., at Hance
Scarborough Wright Ginsberg and Brusilow, LLP, represents the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's chapter 11
case.  When the Debtor filed for protection from its creditors, it
estimated assets and debts between $10 million and $50 million.


INDUSTRIAL MACHINERY: Case Summary & 94 Unsecured Creditors
-----------------------------------------------------------
Debtor: Industrial Machinery Services, LLC
        dba International Machinery Services
        aka International Machinery Movers
        289 Blue Sky Parkway
        Lexington, KY 40509
        Tel: (859) 255-1957

Bankruptcy Case No.: 06-51496

Type of Business: The Debtor provides rigging and machinery moving
                  services, crate shipping, packaging, machinery
                  installation services, and equipment rental.

Chapter 11 Petition Date: November 9, 2006

Court: Eastern District of Kentucky (Lexington)

Debtor's Counsel: John O. Morgan, Jr., Esq.
                  333 West Vine Street, Suite 310
                  Lexington, KY 40507
                  Tel: (859) 253-6500
                  Fax: (859) 253-6508

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 94 Largest Unsecured Creditors:

   Entity                                Claim Amount
   ------                                ------------
Utah Construction Personnel                  $307,299
774 South 500 West
Salt Lake City, UT 84101

Lampson International LLC                    $266,937
P.O. Box 6510
Kennewick, WA 99336-0502

Central Industrial Construction Inc.         $132,010
P.O. Box 398
Lehi, UT 84043

American International Inc.                  $120,244
4080 Lonyo
Detroit, MI 48210

Americon Inc.                                 $83,646
589 West 9400
South Sandy, UT 84070

Avalanche Construction                        $74,082

United Rentals                                $70,269

K&L Truck Parts and Service, Inc.             $56,182

Bigge Equipment Co.                           $50,314

Interstate Equipment Sales and Rentals        $48,436

JB Thomas and Company, Inc.                   $46,725

Acordia of KY-Louisville                      $45,940

McQueen Crane Service                         $34,750

Chase                                         $28,116

Hertz Equipment Rental                        $24,853

Mike Sapp Electric, Inc.                      $23,813

Hampton Inn and Suites-Orem UT                $23,632

Ahern Rentals                                 $23,530

Nations Rent                                  $22,550

KC Pallet                                     $16,511

Humphries Welding Supply                      $15,150

Industrial Supply                             $12,900

Lexington Insurance Agency, Inc.              $12,602

LandStar Ligon, Inc.                          $12,250

Airgas Intermountain Inc.                     $11,181

Meldrum Scale Company Inc.                    $10,784

A-Core, Inc.                                   $9,870

Ryder Transportation Services                  $9,189

Speedway Superamerica, LLC                     $8,812

Maxim Crane Works                              $7,748

Equipment Sales and Rentals, LLC               $7,621

Fastenal                                       $6,905

Art's Electric, Inc.                           $6,491

Evans Grader & Paving, Inc.                    $6,273

Louisiana Transportation Inc.                  $5,423

B&B Mechanical                                 $5,401

Mercer Transportation Co.                      $4,071

F&M Mafco, Inc.                                $3,647

Rhinehart Oil                                  $3,383

Kentucky Associated General Contractors        $2,949

Custom Sling Company, LLC                      $2,862

GE Capital Modular Space                       $2,409

Kentucky Specialized Haulers                   $2,350

Grainger                                       $1,932

Hayes Lemmerz Int. Inc.                        $1,660

Mister Dumpster                                $1,570

Home Depot Credit Services                     $1,560

Grant Mackay Company                           $1,529

Cardinal Contracting, LLC                      $1,484

Central Supply Company                         $1,403

Maysville Rental & Supply                      $1,234

RSC Equipment Rental                           $1,210

Snelling                                       $1,038

Comfort Suites South                             $916

Ramada Inn                                       $867

Comfort Systems USA                              $844

Sun Electric, Inc.                               $735

Rentco Rentals, LLC                              $639

Apollo Oil, LLC                                  $624

Verizon Wireless                                 $583

S&S Tire                                         $577

Internal Revenue Service                         $561

The John Company                                 $524

Taylor's Fire                                    $523

Hotsy Equipment Co.                              $467

C.C. Olsen & Sons Crane Service                  $460

Harbor Steel & Supply Corporation                $405

Barger's Inc.                                    $397

Carl's Commercial Gases, Inc.                    $393

Fikeco, Inc.                                     $380

Staples Credit Plan                              $367

Overhead Door Co. of                             $341
Lexington Inc.

Jiffy Fastening Systems, Inc.                    $321

Airgas South                                     $301

Overnite Transportation Co.                      $289

Nextel Communications, Inc.                      $228

Interstate Battery System of Lexington           $200

Sherwin Williams                                 $183

Brenda Lee Jones                                 $150

Standard Supply Company                          $147

Aqua One                                         $146

Nash Lift Truck Supply Co. LLC                   $141

Scott-Gros Co. Inc.                              $132

Haney's Hardware                                 $129

Comfort Inn                                      $113

City Electric Motor Co. of Lexington             $107

Kentucky Insurance Agency, Inc.                  $101

B&K Telecommunication                             $75

Office Depot                                      $73

Lipps Construction Co.                            $48

Kotz, Sangster, Wysocki and Berg, P.C.            $47

GPC-LOU COJ                                       $37

Portman Equipment Company                         $21

Clarklift of KY                                    $9

Advance Commercial Charge                          $8


INFE-HUMAN RESOURCES: Incurs $262,427 Net Loss in Third Quarter
---------------------------------------------------------------
INFe-Human Resources Inc. reported a $262,427 net loss on
$4.4 million of net revenues for the three months ended Aug. 31,
2006, compared to a $63,227 net loss on zero revenues from the
same period in 2005.

At Aug. 31, 2006, the Company's balance sheet showed $3,243,599
million in total assets and $3,267,245 million in total
liabilities, resulting in a $23,646 stockholders' deficit.

The Company's Aug. 31 balance sheet also showed strained liquidity
with $1.2 million in total current assets available to pay
$2.9 million in total current liabilities.

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

Material Weakness

Bagell, Josephs, Levine and Company, LLC, the Company's accounting
firm, identified that material weaknesses existed in its internal
controls as of Aug. 31, 2006.

The firm cited the Company's insufficient personnel in the
accounting and financial reporting function due to the size of the
company, which prevents the ability to employ sufficient resources
to have adequate segregation of duties within the internal control
system as a material weakness.  It affects management's ability to
effectively review and analyze elements of the financial statement
closing process and prepare consolidated financial statements.

In addition, a material weakness exists in controls over closing
procedures due to a number of adjustments made at the end of the
year period.  There were deficiencies in the analysis and
reconciliation of general ledger accounts, which were indicative
of a material weakness on controls over closing procedures,
including the:

   (a) recognition of expenses in appropriate periods, and
   (b) the accounting and re-porting of capital transactions.

The firm further identified a material weakness exists as of Aug.
31, 2006, with regard to our design and maintenance of adequate
controls over the preparation, review, presentation and disclosure
of amounts included in our Consolidated Balance Sheet and
Statement of Cash Flows, which resulted in misstatements.  The
proceeds of secured convertible notes and related financing costs
were not appropriately classified as liabilities and other assets
on the Consolidated Balance Sheet and the related financing cash
inflows and outflows on the Statement of Cash Flows.  Furthermore,
net realizable gains from the sale of securities were not
appropriately reported as operating cash flows in our Consolidated
Statement of Cash Flows.

Headquartered in New York City, INFe-Human Resources Inc. provides
human resource administrative management, executive compensation
plans, and staffing services to client companies.  It operates in
three divisions: The Corporate Financial Consulting division, The
Merchant Banking division, and The Staffing Division.

                      Going Concern Doubt

Bagell, Josephs & Company, L.L.C., expressed substantial doubt
about INFe Human Resources, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal years ended Nov. 30, 2005 and 2004.  The auditing firm
pointed to the Company's operating losses and deficits and its
inability to generate revenues in 2004.


INTEGRATED HEALTH: Court Extends Objection Deadline to January 2
----------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court
District of Delaware approved IHS Liquidating LLC's request to
further extend to Jan. 2, 2007, its deadline to object to proofs
of claim without prejudice to IHS Liquidating's right to seek
additional extensions.

IHS Liquidating believes it is appropriate to extend the current
deadline to avoid a circumstance where objectionable claims are
inadvertently allowed.

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


INTEGRATED HEALTH: Gets Court Nod to Make $30 Million Distribution
------------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court
District of Delaware authorized IHS Liquidating LLC to make a
$30,000,000 interim distribution to holders of allowed claims in
Classes 4 and 6.

The Court directs IHS Liquidating to set aside $10,000,000 as
adequate temporary aggregate reserve to satisfy any claims
asserted by the Internal Revenue Service, Abe Briarwood Corp., and
IHS Liquidating's former officers -- C. Taylor Pickett and
Daniel J. Booth.

Judge Walrath directs IHS Liquidating to maintain the Reserve in
one or more of its bank accounts until the Court rules otherwise.
The Reserve will constitute a maximum limitation on the aggregate
allowed amounts of claims of Briarwood, the formers officers, and
the IRS.

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, related that since the IHS Debtors' Plan of
Reorganization became effective in September 2003, one of IHS
Liquidating LLC's primary objectives has been to address and
eliminate all obstacles to distribute to holders of Allowed Senior
Lender Claims and Allowed General Unsecured Claims, which are
designated as Classes 4 and 6 under the Plan.

Mr. Brady stated that the final pro rata distributions to Classes
4 and 6 cannot be accomplished until IHS Liquidating has satisfied
all allowed higher priority claims for which it is responsible.  
However, IHS Liquidating may make an interim distribution to those
Classes once it establishes sufficient reserves to satisfy all
higher priority claims that have not been resolved.  He noted that
if the fixing or liquidation of particular disputed claims would
unduly delay those distributions, the Plan provides that IHS
Liquidating will seek estimation or establishment of appropriate
reserves in respect of those claims.

Mr. Brady told the Court that after three years of extensive
efforts, IHS Liquidating has positioned itself to make an interim
distribution, but can only do so if the Court estimates or sets
reserves for these Disputed Claims:

   -- a potential $13,000,000 priority tax claim asserted by
      the Internal Revenue Service;

   -- a contingent administrative expense claim of up to
      $40,000,000 by Messrs. Pickett and Booth; and

   -- an administrative expense claim of nearly $40,000,000 by
      Abe Briarwood Corp.

Mr. Brady asserted that approval of the request is reasonable and
fair, given IHS Liquidating's overall financial position and the
strong likelihood that the Briarwood and the Former Officers
Claims will ultimately be disallowed and the IRS Claim will be
settled at $325,000.

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


INTERSTATE BAKERIES: Wants O'Melveny as Special Labor Counsel
-------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Western District
of Missouri to employ O'Melveny & Myers LLP as their special labor
counsel.

The Debtors currently employ approximately 25,000 people,
majority of whom is covered by one of approximately 420 union
contracts.  Ronald B. Hutchison, Interstate Bakeries
Corporation's chief financial officer, relates that the Debtors
have devoted significant time in examining labor issues and have
engaged in extensive negotiation with labor representatives.

Mr. Hutchison contends that employing an outside counsel to
provide a fresh look at the Debtors' labor relationships will
greatly assist the Debtors as they consider their options for
emergence from Chapter 11.

As labor counsel, O'Melveny will:

   (a) provide general labor advice and services;

   (b) advise the Debtors regarding the treatment of labor
       agreements under the Bankruptcy Code and the National
       Labor Relations Act; and

   (c) provide other necessary advice and services as the Debtors
       may require in connection with their cases.

The Debtors will pay O'Melveny its customary hourly rates.  The
attorneys that are expected to be principally responsible for
certain matters in the Debtors' Chapter 11 cases are:

         Professional           Hourly Rates
         ------------           ------------
         Jeffrey Kohn, Esq.         $795
         Tom Jerman, Esq.           $725
         Rachel Janger, Esq.        $495
         Jessica Kastin, Esq.       $495
         Anh LyJordan, Esq.         $370
         Deepa Ambek, Esq.          $310

Tom Jerman, Esq., a partner at O'Melveny & Myers, LLP, in New
York, assures the Court that the firm does not represent any
interest adverse to the Debtors and their estates, and is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

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 to Reject Four Real Property Leases
--------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Western District
of Missouri to reject four real property leases:

                                                     Rejection
Landlord                     Location                  Date
--------                     --------                ---------
Black Brothers Rental        Harrisonburg, Virginia  11/09/2006
Drive by Investments         North Liberty, Iowa     10/19/2006
Sushma & Satya Pal Jandial   Artesia, California     10/19/2006
Heritage Investments         N. Las Vegas, Nevada    10/19/2006

The Debtors seek that any of their personal property, including
without limitation, furniture, fixture, and equipment, remaining
in each of the Premises after the effective rejection date will
be deemed abandoned.  The Landlord will be entitled to remove or
dispose of the property at its sole discretion.

By rejecting each Real Property Lease, the Debtors will avoid
incurring unnecessary administrative charges for rent and other
charges and repair and restoration of each of the Premises that
provide no tangible benefit to the Debtors' estates and will play
no part in the Debtors' future operations, Samuel S. Ory, Esq.,
at Skadden, Arps, Slate, Meagher & Flom, LLP, in Chicago,
Illinois, contends.

                        Jandials Respond

Sushma and Satya Pal Jandial relate that they assumed a lease
agreement dated October 1968 between American National Properties
and Interstate Brands Corporation for a non-residential real
property located in Artesia, California.  The Lease expired on
March 31, 2006.

According to the Jandials, in March 2006, the Debtors offered to
continue the Artesia Lease Agreement on a month-to-month basis
commencing on April 1, 2006, with either party having the right
to terminate the Lease with 30 days' prior written notice.

The Jandials add that in July 2006, the Debtors offered to extend
the Lease for six months commencing on Aug. 1, 2006, and
terminating on Jan. 31, 2007, then automatically extending on
month-to-month basis.

The Jandials inform the Court that since the rejection date of
the Lease Agreement, the Debtors have not occupied the building
but have not returned the keys to them.  Gangs have taken over
the building, according to the Jandials.

The Jandials assert that the Debtors have an obligation under the
Month-to-Month Lease to provide notice of any actions in
connection with the Lease.  Thus, the Debtors are responsible for
the rental payments in lieu of the 30-day notice because of their
negligence, the Jandials maintain.

Furthermore, the Jandials note that the Debtors have failed to
make any repairs in the premises in contravention of the rental
contract.  The Debtors are liable for the repairs needed in the
leased premises, the Jandials say.

Accordingly, the Jandials ask the Court to direct the Debtors to:

   (a) immediately hand over possession of the lease premises;
   (b) pay for rent and other expenses; and
   (c) pay for the damages in the building.

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)


INVESTOOLS INC: Sept. 30 Balance Sheet Upside-Down by $63.5 Mil.
----------------------------------------------------------------
INVESTools Inc. has disclosed financial results for the quarter
and nine months ended Sept. 30, 2006.  Year-over-year third
quarter highlights include:

    --  Sales Transaction Volume increased from $38.5 million to
        $56.6 million, or 47%.

    --  GAAP Revenue decreased from $37.0 million to
        $35.6 million, or 4%.

    --  Adjusted EBITDA increased from $6.8 million to
        $12 million or 77%.

    --  Net loss of $9.9 million, compared to $4 million of net
        income last year.

    --  Cash, cash equivalents and marketable securities increased
        to $69.5 million, net of $1.3 million paid for
        thinkorswim-related transaction costs.

    --  Alumni base increased to 264,000.

    --  Active subscribers to the Company's websites increased to
        85,300.

At Sept. 30, 2006, the Company's balance sheet showed $120,257,000
in total assets and $183,769 in total liabilities, resulting in a
stockholders' deficit of $63,512,000.

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

"The third quarter resulted in sales transaction volume of
$56.6 million, a year-over-year increase of 47%, driven by the
enrollment of over 4,400 INVESTools' branded students and 35%
upsell rates for advanced education sales in our workshops, both
quarterly records.  Seasonally lower event schedules and student
enrollments with our co-marketing partners were consistent with
our third quarter expectations," said Lee K. Barba, Chairman and
CEO of INVESTools.  "Continued success with our new coaching model
is converting our students to subscription-based education
services at improved margins."

"We are pleased with the progress we have made toward a successful
closing of the merger with thinkorswim in early 2007.  With
approximately six weeks since the announcement of the merger on
September 19th, we have experienced a higher degree of student
acceptance of the thinkorswim brokerage platform than anticipated
which is increasing our confidence in the long-term recurring
revenue streams and increased lifetime value of our 264,000
graduates."

In October 2006 we signed an agreement with NASDAQ(R) to
distribute customized investor education content developed by
INVESTools on the NASDAQ.com Web site, a leading exchange site
serving more than 26 million monthly page views to over
1.8 million unique visitors per month.

                        About INVESTools

INVESTools Inc., -- http://www.investools.com/-- offers a range  
of investor education products and services that provide lifelong
learning in a variety of interactive delivery formats, including
instructor-led online courses, in-person workshops, "at home"
study programs, one-on-one and group online coaching sessions and
telephone, live-chat and email support.


INVISTA B.V.: Moody's Assigns Loss-Given-Default Rating
-------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Chemicals and Allied Products sectors,
the rating agency confirmed its Ba2 Corporate Family Rating for
INVISTA B.V.

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

                                                   Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   $400 Million
   Guaranteed
   Senior Secured
   Revolving Credit
   Facility due 4/2010     Ba2      Ba1     LGD2       29%

   $303 Million
   Guaranteed
   Senior Secured
   Credit Facility
   Tranche A-1, A-2
   Term Loan due 2010      Ba2      Ba1     LGD2       29%

   $930 Million
   Guaranteed
   Senior Secured
   Credit Facility
   Tranche B-1, B-2
   Term Loan due 2011      Ba2      Ba1     LGD2       29%

   $675 Million
   9.25% Senior Notes
   due 2012                Ba3      Ba3     LGD5       79%

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 the Netherlands, INVISTA B.V. produces chemical
intermediates, polymers and fibers for use in the manufacture of
nylon, spandex, and polyester products.  The company's revenues
were $9.6 billion in 2005.


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

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

                                                   Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   $250 Million
   Guaranteed
   Senior Secured
   Revolving Credit
   Facility due 2012       Ba3      Ba3     LGD3       49%

   $950 Million
   Senior Secured
   Credit Facility
   Term Loan due 2013      Ba3      Ba3     LGD3       49%

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 Wayne, New Jersey, ISP Chemco Inc. manufactures
primarily specialty chemicals, industrial chemicals, and mineral
products.  The Company is a wholly owned subsidiary of
International Specialty Holdings Inc.


JAMES RIVER: Posts $8.4 Million Net Loss in Third Quarter 2006
--------------------------------------------------------------
James River Coal Company reported a net loss of $8.4 million for
the third quarter of 2006 and a net loss of $10.4 million for the
nine months ended September 30, 2006.  This compares to a net loss
of $2.2 million for the third quarter of 2005 and a net loss of
$2.9 million for the nine months ended September 30, 2005.

At Sept. 30, 2006, the Company's balance sheet showed $472,712,000
in total assets, $371,415,000 in total liabilities, and
$101,297,000 in shareholders' equity.

The Company's Sept. 30, 2006, balance sheet also showed a working
capital deficit with $75,227,000 in total current assets and
$83,425,000 in total current liabilities.

A full-text copy of the Company's Form 10-Q for the quarter-ended
Sept. 30, 2006, is available for free at:

              http://ResearchArchives.com/t/s?14c5

                        Covenant Waiver

The Company disclosed that it was not in compliance with the fixed
charge coverage ratio and the leverage ratio that would have been
required by the Senior Secured Credit Facility as of Sept. 30,
2006.  The Company says however that it has obtained a waiver of
the covenant requirements for the quarter ending Sept. 30, 2006.  
The Company is currently involved in active discussions with it's
lenders regarding amendments to the Senior Secured Credit Facility
to adjust the loan covenants and to increase the amount of
availability under our revolver on a more permanent basis.  The
Company will review all available financing options in light of
improved operating cash flows, after capital expenditures, and the
sale of Bell County.  The Company expects to complete all
financing discussions in December 2006 following the completion of
the 2007 budget.

James River Coal Company -- http://www.jamesrivercoal.com/--  
(NASDAQ: JRCC) mines, processes and sells bituminous steam and
industrial-grade coal primarily to electric utility companies and
industrial customers.  The Company's mining operations are managed
through six operating subsidiaries located throughout eastern
Kentucky and in southern Indiana.


JOHN MANEELY: Moody's Rates Proposed $1.2 Billion Loan at B3
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to John Maneely
Company's proposed $450 million secured revolver and a B3 rating
to its proposed $1,275 million secured term loan.  

Drawings of approximately $261 million under the revolver together
with the term loan and equity roll-overs aggregating about $760
million support the financing for DBO Holdings Inc $1.2 billion
acquisition of Atlas Tube Inc., other contemplated acquisitions,
the refinancing of existing debt and the payment of fees and
expenses.  DBO Holdings Inc is the holding company for JMC and the
Canadian operations.  Upon completion of the acquisition, DBO
Holdings Inc will be 55% owned by the Carlyle Group and 45% by
existing Atlas shareholders.

The outlook for the new ratings would be positive.

The B1 corporate family rating remains under review for possible
downgrade, as do the ratings on the existing bank facilities.
Should the acquisition and related financing close on the terms
indicated, Moody's anticipates that the corporate family rating
will be downgraded to B2 and the existing ratings will be
withdrawn.

The positive outlook for the proposed financings incorporates
Moody's view that conditions for the non-residential construction
market will continue solid for the next 12 to 15 months.

In addition, Moody's expects that JMC's management will be able to
execute their plan to strengthen the purchasing power of the
combined entities, further improving the cost profile and
enhancing the ability to sustain better earnings levels in a
downturn than exhibited in the past.

Moody's also anticipates that management will take advantage of
the current favorable market conditions to deploy excess cash flow
to debt reduction.

The Ba2 rating for the senior secured revolver reflects the
superior value of its structure and security package in the
liability waterfall according to Moody's loss given default
methodology.  The revolver is secured by a first lien position in
inventory and receivables and borrowings are tied to the lesser of
a borrowing base calculation and the aggregate size ($450million)
of the facility.  The revolver has a second security interest in
the non-current assets that secure the term loan.

The B3 rating on the term loan, which has a first lien position on
machinery & equipment, property and intangible assets, and a
second lien on the revolver security, reflects the position of
this facility in the liability waterfall and Moody's view that the
value of the noncurrent assets is insufficient to cover the level
of the term loan and that meaningful excess current assets would
not be available to cover the deficiency.

Ratings Assigned:

   * John Maneely Company

     -- $450 Million secured revolver at Ba2, LGD2, 10%
     -- $1.275 Billion secured term loan at B3, LGD4, 65%

Ratings under review for possible downgrade:

   * John Maneely Company

     -- Corporate Family Rating at B1
     -- $200 Million Secured Revolver at Ba1
     -- $290 Million Secured Term Loan at B2

Headquartered in Collingswood, New Jersey, JMC had net revenues of
$713 million in its fiscal year ended Sept. 30, 2005.  Pro forma
JMC/Atlas LTM revenues to Sept. 30, 2006 are $2.1 billion.


JOSEPH VALENCIK: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Joseph Elmer Valencik, Jr.
        2810 Thorne Creek
        Houston, TX 77073

Bankruptcy Case No.: 06-36298

Type of Business: Joe Valencik, Inc., the Debtor's business, filed
                  for chapter 11 protection on November 6, 2006
                  (Bankr. S.D. Tex. Case No. 06-36174).

Chapter 11 Petition Date: November 9, 2006

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

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

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Regions Commercial Loans           Guaranty              $586,111
Department 2521
P.O. Box 2153
Birmingham, AL 35287-2521

Crown Technology II, LLC           Guaranty              $180,131
P.O. Box 7337
Columbus, GA 31908-7337

Trantex Transportation Products    Guaranty              $108,818
Of Texas, Inc.
3310-D Frick Road
Houston, TX 77086

American Express                                          $73,511
600 Third Avenue
New York, NY 10016-1901

Traffix Devices, Inc.              Guaranty               $71,285
220 Calle Pintoresco
Sanclemente, CA 92672

McCauley Lumber                                           $17,305

Chase Card Services                                        $8,116

Chase Cardmember Services                                  $7,680

Dillard's                                                  $3,939

Macy's                                                     $2,420

GE MoneyBank (Fingers Furniture)                             $900


KINETIC CONCEPTS: Earns $48.9 Mil. in Quarter Ended September 30
----------------------------------------------------------------
Kinetic Concepts Inc. filed its third quarter financial statements
for the three months ended Sept. 30, 2006, with the Securities and
Exchange Commission on Nov. 3, 2006.

For the three months ended Sept. 30, 2006, the Company earned
$48.9 million of net income on $350.8 million of net revenues
compared to a $1.1 million net loss on $312.3 million of net
revenues from the same period in 2005.

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

                         Debt Service

As of Sept. 30, 2006, the Company had approximately $159.5 million
and $68.1 million in debt outstanding under its senior credit
facility and its senior subordinated notes, respectively.  
Scheduled principal payments under the Company's senior credit
facility for the years 2006, 2007 and 2008 are approximately
$410,000, $1.6 million and $1.6 million, respectively.  Its
outstanding senior subordinated notes will mature in 2013 and have
scheduled interest payments in May and November of each year.  If
it has excess cash, the Company may use it to reduce its
outstanding debt obligations.

Kinetic Concepts Inc. (NYSE: KCI) -- http://www.kci1.com/--  
designs, manufactures, markets and provides a wide range of
proprietary products that can improve clinical outcomes while
helping to reduce the overall cost of patient care.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 21, 2006,
Moody's Investors Services upgraded its corporate family rating on
Kinetic Concepts, Inc.'s from Ba3 to Ba2.  The Company's ratings
on its guaranteed senior secured revolving credit facility, due
2009, and guaranteed senior secured term loan B, due 2010, were
upgraded to Ba2 from Ba3.  Moody's rating on the Company's
guaranteed unsecured subordinated notes, due 2013, was upgraded to
B1 from B2.


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

                                                   Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   $203 Million
   9.875% Senior
   Unsecured Discount
   Global Notes
   due 2014               Caa1      B3      LGD6       90%

  Issuer: Koppers Holdings Inc. (subsidiary)

                                                   Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   $218.3 Million
   9.875% Guaranteed
   Senior Secured
   Global Notes
   due 2013                B1       B2      LGD4       57%

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%).

Koppers Holdings Inc. -- http://www.koppers.com/-- with corporate  
headquarters and a research center in Pittsburgh, Pennsylvania,
produces carbon compounds and treated wood products.  Including
its joint ventures, Koppers operates facilities in the United
States, United Kingdom, Denmark, Australia, China, the Pacific Rim
and South Africa.


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: Files Schedules of Assets and Liabilities
------------------------------------------------------
Main Street USA Inc. delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Middle District
of Florida disclosing:


     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                   $2,424,000
  B. Personal Property              $10,400,000
  C. Property Claimed
     as Exempt
  D. Creditors Holding                                 $1,600,000
     Secured Claims
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                                 $8,731,136
     Unsecured Nonpriority
     Claims
                                    -----------       -----------
     Total                          $12,824,000       $10,331,136

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.


MARK DENNIS: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mark S. Dennis, M.D.
        1243 Clearwater Drive
        Mandeville, LA 70471

Bankruptcy Case No.: 06-11232

Chapter 11 Petition Date: November 10, 2006

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Phillip K. Wallace, Esq.
                  Phillip K. Wallace, PLC
                  2027 Jefferson Street
                  Mandeville, LA 70448
                  Tel: (985) 624-2824
                  Fax: (985) 624-2823

Total Assets:   $926,624

Total Debts:  $2,690,816

Debtor's Six Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Kadlec Medical Center            Lawsuit in            $2,200,000
c/o Robert E. Kerrigan, Jr.      U.S. District Court
Deutsch, Kerrigan & Stiles, LLP  E.D. Pa.
755 Magazine Street
New Orleans, LA 70130

Capital One                      Family Home 1243         $66,000
P.O. Box 4539                    Clearwater Drive        Secured:
Houston, TX 77210                Mandeville, LA 70471    $400,000
                                                     Senior Lien:
                                                         $364,588

                                 Acura RSX Sedan           $8,774
                                                         Secured:
                                                          $14,500
                                                     Senior Lien:
                                                           $8,774

Steve Marx                       Attorney Fees for         $8,000
Chehardy Sherman Law Firm        Civil Suit
Metairie, LA

Capital One                      Credit One                $6,125
                                 Purchases

MBNA America                     Credit Card               $3,000
                                 Purchases

USAA Savings Bank                Credit Card               $1,000
                                 Purchases


MAYCO PLASTICS: Creditors' Panel Hires Clark Hill as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan,
Southern Division, allows the Official Committee of Unsecured
Creditors appointed in Mayco Plastics Inc. and Stonebridge
Industries Inc.'s bankruptcy cases to retain Clark Hill PLC as its
counsel.

Clark Hill is expected to:

     a) advise and consult with the Committee and consult with the
        Debtors concerning:
    
            -- questions arising from the administration of the
               Debtors' bankruptcy estates;

            -- the rights and remedies of the Committee and its
               constituents vis-a-vis the assets of the Debtors'
               bankruptcy estate and the administration of their
               cases;

            -- the formulation of a plan or reorganization; and

            -- the claims and interest of secured and unsecured
               creditors, equity holders, and other parties in
               interest.

     b) analyze, appear for, prosecute, defend and represent the
        Committee's interest in contested matters and adversary
        proceedings arising in or related to the bankruptcy cases;

     c) represent the Committee and the unsecured creditors in the
        Debtors' bankruptcy estate with respect to the bankruptcy
        proceedings and assist the Committee as appropriate.

The current hourly rates for Clark Hill's attorneys and legal
assistants are:

         Designation                         Hourly Rate
         -----------                         -----------
         Members                             $230 to $495
         Senior Attorneys                    $215 to $250
         Associates                          $135 to $250
         Legal Assistants                     $95 to $180

The hourly rates for Clark Hill's professionals anticipated to
render substantial services for the Committee are:

         Professional                        Hourly Rate
         ------------                        -----------     
         Robert D. Gordon, Esq.                 $365
         Joel D. Applebaum, Esq.                $365
         Shannon L. Deeby, Esq.                 $200
         Susanna C. Brennan, Esq.               $185

Clark Hill assures the Court that it does not hold any interest
adverse to the Debtors' estates.  The firm can be reached at:

         Clark Hill PLC
         Attn: Robert D. Gordon, Esq.  
         500 Woodward Avenue, Suite 3500
         Detroit, MI 48226-3435

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


MAYCO PLASTICS: Selling Assets to NJT Enterprises for $5.5 Million
------------------------------------------------------------------
The Honorable Phillip J. Shefferly of the U.S. Bankruptcy Court
for the Eastern District of Michigan approved an asset purchase
agreement between Mayco Plastics Inc., its debtor-affiliate
Stonebridge Industries Inc., and NJT Enterprises, LLC.

The Debtors will sell substantially all of their assets, free and
clear of liens, to NJT Enterprises for $5.5 million.  NJT
Enterprises will also separately pay for the Debtors' useable and
merchantable inventory that is not older than 30 days, along with
service parts that it chooses to purchase.  NJT Enterprises will
pay the Debtors these prices for the inventory:

          Inventory                         Payment Terms
          ---------                         -------------
      * Raw Materials            100% of Debtor's cost, exclusive  
                                 of hostage payments;

      * Work-In-Process          100% of the prorated purchase
                                 order price to the applicable
                                 Participating Customer if same
                                 were completed;

      * Finished Component
        Parts                    100% of the existing selling
                                 price to the Participating
                                 Customers.  

Effective on the closing date of the sale, NJT Enterprises also
agrees to assume certain liabilities related to the Debtors'
executory obligations under contracts and leases that NJT
Enterprises will assume pursuant to the sale.

A copy of the Debtors and NJT Enterprises asset purchase agreement
is available for a fee at:

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

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


MERIDIAN AUTOMOTIVE: Sells Michigan Properties for $900,000
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves
the sale of Meridian Automotive Systems Inc. and its debtor-
affiliates' Michigan Properties to K. Marshall for $900,000 free
and clear of all liens, claims, interests, or encumbrances.  

Any liens on the Properties will transfer and attach to the Sale
proceeds with the same validity and priority as the liens had
prior to the Sale.

The Properties consist of two parcels of real estate that
collectively cover 3.3 acres of land.  Each Property contains an
industrial building that the Debtors used as a manufacturing
facility until December 2004, Edward J. Kosmowski, Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, relates.  
The Properties are currently zoned for heavy manufacturing and
assembly use.

According to Mr. Kosmowski, the Debtors have attempted to sell the
Properties before and have had several offers ranging from
$800,000 to $1,200,000.  None of the offers, however, were
foreclosed.

The Debtors do not anticipate utilizing the Properties in the
future.  In addition, there have been no objections to the
proposed Sale, Mr. Kosmowski informs the Court.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


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          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/-- is a global producer of methanol.


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.


MILLS CORPORATION: Gazit-Globe Wants Annual Meeting Held
--------------------------------------------------------
Gazit-Globe Ltd. has filed a lawsuit against The Mills
Corporation, seeking to compel Mills Corp. to hold its annual
meeting.

"Actions speak louder than words and the lack of action clearly
indicates a board of directors which has embraced inertia," wrote
Katzman, in a letter to Mark Ordan, Mills' CEO.

Gazit-Globe recently increased its ownership of common stock in
The Mills Corporation to in excess of 9% and expressed a desire to
recapitalize the struggling company.  The lawsuit was filed in
Delaware where The Mills Corporation is incorporated.

"It is now clear to us that Mills' current Board of Directors
and management team are not willing to engage us in a productive
conversation," continued Katzman.  "While we cannot force the
board to give our proposal the consideration it deserves, we
can and will require the board to sit in judgment before the
stockholders, the constituency that ultimately pays the price for,
or shares the rewards of, the Board's decisions."

Chaim Katzman, Gazit-Globe's chairman, said it had been well over
a month since Gazit originally contacted Mills to express its
desire to aid in the search for strategic alternatives.

"After weeks of procrastination, vague promises and lack of any
productive outcome, we have been left with no choice but to take
our concerns directly to the stockholders who will now have the
chance to give their opinions regarding the board's performance,"
concluded Katzman.

Headquartered in Chevy Chase, Maryland, The Mills Corporation
(NYSE:MLS) -- http://www.themills.com/-- develops, owns,  
manages retail destinations including regional shopping malls,
market dominant retail and entertainment centers, and
international retail and leisure destinations.  The Company owns
42 properties in the U.S., Canada and Europe, totaling 51
million square feet.  In addition, The Mills has various
projects in development, redevelopment or under construction
around the world.

                         *     *     *

As reported in the Troubled Company Reporter on March 24, 2006,
The Mills Corporation disclosed that the Securities and Exchange
Commission has commenced a formal investigation.  The SEC
initiated an informal inquiry in January after the Company
reported the restatement of its prior period financials.

Mills is restating its financial results from 2000 through
2004 and its unaudited quarterly results for 2005 to correct
accounting errors related primarily to certain investments by a
wholly owned taxable REIT subsidiary, Mills Enterprises, Inc., and
changes in the accrual of the compensation expense related
to its Long-Term Incentive Plan.

As reported in the Troubled Company Reporter on April 17, 2006,
The Mills Limited Partnership entered into an Amendment No. 3 and
Waiver to its Second Amended and Restated Revolving Credit and
Term Loan Agreement, dated as of Dec. 17, 2004, among Mills
Limited, JPMorgan Chase Bank, N.A., as lender and administrative
agent, and the other lenders.

The agreement provides a conditional waiver through Dec. 31, 2006,
of events of default under the facility that are associated, among
other things, with: the pending restatement of the financial
statements of Mills Corporation and Mills Limited, and the delay
in the filing of the 2005 Form 10-K of Mills Corp. and Mills
Limited.


MORGAN STANLEY: Fitch Puts Low-B Ratings on 6 Certificate Classes
-----------------------------------------------------------------
Morgan Stanley Capital I Trust 2006-HQ10, commercial mortgage
pass-through certificates are rated by Fitch Ratings:

     -- $41,800,000 class A-1 'AAA';
     -- $90,658,000 class A-1A 'AAA';
     -- $88,100,000 class A-2 'AAA';
     -- $62,900,000 class A-3 'AAA';
     -- $610,249,000 class A-4 'AAA';
     -- $150,000,000 class A-4FL 'AAA';
     -- $149,101,000 class A-MFL 'AAA';
     -- $119,281,000 class A-J 'AAA';
     -- $1,491,010,944 class X-1 'AAA';
     -- $1,458,366,000 class X-2 'AAA ';
     -- $31,684,000 class B 'AA';
     -- $16,774,000 class C 'AA-';
     -- $22,365,000 class D 'A';
     -- $16,774,000 class E 'A-';
     -- $18,638,000 class F 'BBB+';
     -- $18,637,000 class G 'BBB';
     -- $13,047,000 class H 'BBB-';
     -- $5,591,000 class J 'BB+';
     -- $3,727,000 class K 'BB';
     -- $3,728,000 class L 'BB-';
     -- $3,728,000 class M 'B+';
     -- $1,863,000 class N 'B';
     -- $5,592,000 class O 'B-';
     -- $16,773,944 class P 'NR'.

Class P was not rated by Fitch.

Classes A-1, A-1A, A-2, A-3, A-4, A-4FL, A-MFL, A-J, B, C and D
are offered publicly, while classes X-1, X-2, E, F, G, H, J, K, L,
M, N, O and P are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 124
fixed rate loans having an aggregate principal balance of
approximately $1,491,010,945, as of the cutoff date.


MOTORSPORT AFTERMARKET: S&P Rates $220 Million Senior Loan at B
---------------------------------------------------------------
Standard & Poor's Ratings Services it assigned its 'B' corporate
credit rating and stable outlook to Motorsport Aftermarket Group
Inc.

At the same time, the rating agency assigned a bank loan rating of
'B', the same as the corporate credit rating, and recovery rating
of '2' to MAG's $220 million senior secured credit facilities,
indicating an expectation of substantial (80%-100%) recovery of
principal in the event of a payment default.  Irvine, California-
based MAG had pro forma total debt of $270 million as of Sept. 30,
2006.

"The rating reflects MAG's high debt leverage and risks relating
to its substantial dependence on sales of aftermarket parts and
accessories for Harley-Davidson motorcycles, and its acquisition
strategy," said Standard & Poor's credit analyst Hal Diamond.

"These factors are only partially offset by the company's market
positions, good profitability, and favorable near-term operating
outlook."

The stable outlook incorporates the expectation that MAG will
maintain its market positions, profitability, and sufficient
covenant cushion.


MUSICLAND HOLDING: Can Assume & Assign Leases to Record Town
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Musicland Holding Corp. and its debtor-affiliates to
assume and assign certain leases to Record Town, Inc., or Record
Town USA, LLC, as modified, supplemented or amended by certain
agreements between certain Landlords and Record Town.

A 25-page list of the Leases to be assumed and assigned to Record
Town is available for free at http://researcharchives.com/t/s?14c2

The Debtors or Trans World Entertainment Corporation will cure any
and all monetary defaults under the Leases by paying the
undisputed portion of any Cure Amount at or about the time of
assumption and assignment of the Leases, with funds sufficient to
pay the Excess Cure Amounts to be segregated pending resolution
and payment of those claims.

Judge Stuart M. Bernstein directs the Debtors to report to the
Court regarding the status of disputed Cure Amounts at a hearing
set for Nov. 14, 2006.

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: Court Denies Transport Logistics Settlement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
declines to approve Musicland Holding Corp. and its debtor-
affiliates' settlement with Transport Logistics Inc.

The Debtors previously have entered into a stipulation with
Transport Logistics to settle Transport Logistics' rejection
damages claim.  Under the settlement, Transport Logistics will pay
the Debtors $550,000, and retain $50,000 in full satisfaction of
its administrative claim.

Judge Bernstein relates that "[both parties] have not provided
sufficient information to allow me to make an 'independent and
informed judgment' that the settlement is reasonable."

"The debtors have not identified any factual or legal issues, or
shown that they have considered the possible risks and rewards of
further litigation," Judge Bernstein says.

The Court denies the Debtor's request, without prejudice pending
the development of a more complete factual record.

In addition, Judge Bernstein orders the Official Committee of
Unsecured Creditors and the Informal Committee of Secured Trade
Vendors to sign the stipulation if they support the Settlement.

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)


NATIONAL CENTURY: District Court Okays Pact Settling Govt.'s Claim
------------------------------------------------------------------
The U.S. Government filed Claim No. 747 for an unliquidated amount
with respect to a qui tam action filed in the U.S. District Court
for the Western District of Kentucky asserting violations by
National Century Financial Enterprises Inc. and its debtor-
affiliates of the False Claims Act, 31 U.S.C. Sections 3729-3733,
in connection with their prepetition financing of Homecare and
Hospital Management, Inc.  

In settlement of the dispute, and upon consent of:

    * the U.S. Government,

    * employees of Homecare and Hospital Management, Inc., 1-86
      -- the Relators,

    * National Century Financial Enterprises, Inc., and

    * the Unencumbered Assets Trust, as successor to NCFE and
      certain of its debtor affiliates,

District Judge John G. Heyburn of the Kentucky District Court
enters a judgment, which incorporates the terms of a settlement
agreement resolving Claim No. 747.

Among other things, the Settlement Agreement provides that the
Debtors and UAT agree that Claim No. 747 will be allowed for
$1,350,000 in the Debtors' Chapter 11 cases.

The Settlement Amount will be satisfied pursuant to these
procedures:

    (a) Upon a finding by the U.S. Internal Revenue Service that
        amounts are due to the Debtors pursuant to their claim for
        the "IRS Tax Refund," the Debtors will authorize the IRS
        to pay the first $1,350,000 of the IRS Tax Refund to the
        Office of the U.S. Attorney for the Western District of
        Kentucky to satisfy the Settlement Amount via offset; and

    (b) As soon as feasible after receipt of the payments from the
        IRS, the U.S. Government will pay 15% of that amount to
        the Relators; and

    (c) To the extent that the IRS Tax Refund is denied entirely
        or is approved by the IRS in an amount less than
        $1,350,000, the parties agree that Claim No. 747 will be
        allowed for $1,350,000, less any amounts paid by the IRS
        to the U.S. Government as a result of the IRS Tax Refund,
        and will be entitled to treatment as a "Class C-6 General
        Unsecured Claim" under the terms of the Debtors' Fourth
        Amended Plan of Liquidation.

The U.S. Government will release the Debtors and UAT from any
civil or administrative monetary claim the Government has or may
have for the Covered Conduct under among other things, the False
Claims Act, or the common law theories of payment by mistake,
unjust enrichment and fraud.  No individuals are released by the
Settlement Agreement.

The satisfaction of the Settlement Amount will fully and
completely settle the amounts owed by the Debtors and UAT with
respect to Claim No. 747.  The Debtors and UAT will have no
responsibility for payment to the Relators.

The Relators agree to, among other things, release the Debtors
and UAT from any civil monetary claim the U.S. Government has or
may have for the Covered Conduct under the False Claims Act.

Any discharge that the Debtors may receive in their Chapter 11
cases will not discharge their obligations under the Settlement
Agreement.

The Relators also agree to release the Debtors and UAT from any
liability arising from the filing of the Civil Action, including
attorneys' fees.

Moreover, the Settlement Agreement provides the definition of
"unallowable costs," and the treatment of these costs.

The Debtors agree to waive and not seek payment for any of the
health care billings covered by the Agreement from any health
care beneficiaries or their parents, sponsors, legally
responsible individuals, or third party payors based on the
claims defined as Covered Conduct.

Each Party will bear its own legal and other costs incurred in
connection with the matter, including the preparation and
performance of the Agreement.

"There being no further action required, this is a final
judgment, and the case with regard to National Century Financial
Enterprises, Inc., is hereby closed," Judge Heyburn says.

A full-text copy of the Settlement Agreement is available for
free at http://ResearchArchives.com/t/s?14d6

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors. (National Century Bankruptcy News, Issue No. 68;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NEW YORK RACING: Taps Weil Gotshal as Bankruptcy Counsel
--------------------------------------------------------
The New York Racing Association Inc. asks the United States
Bankruptcy Court for the Southern District of New York for
authority to employ Weil, Gotshal & Manges LLP as attorneys in
connection with the commencement and prosecution of its chapter 11
case.

Specifically, Weil Gotshal will:

   a) take all necessary action to protect and preserve the estate     
      of the Debtor, including the protection of actions on the        
      Debtor's behalf, the defense of any actions commenced   
      against the Debtor, the negotiation of disputes in which the
      Debtor is involved, and the preparation of objections to
      claims filed against the Debtor's estate;

   b) prepare on behalf of the Debtor, as debtor-in-possession,
      all necessary motions, applications, answers, orders,
      reports, and other papers in connection with the    
      administration of the Debtor's estate;

   c) negotiate and prepare on behalf of the Debtor a plan of
      reorganization and all related documents; and

   d) perform all other necessary legal services in connection
      with the prosecution of the Debtor's chapter 11 case.

For their services, Weil Gotshal's professionals bill:

      Professional                    Hourly Rate
      ------------                    -----------
      Members and Counsel             $550 - $890
      Associates                      $310 - $560
      Paraprofessionals and staff     $140 - $240

Brian S. Rosen, a member of Weil Gotshal, discloses that since
Nov. 2, 2005, the firm has received advances totaling $1,252,274
on account of services performed and to be performed and expenses
incurred and to be incurred in connection with services to be
provided by the firm, including the current commencement and
prosecution of the Debtor's chapter 11 case.  

As of Nov. 2, 2006, Mr. Rosen notes that the fees and expenses
incurred by Weil Gotshal and debited against the amounts advanced
to it by the Debtor approximated $1,052,274.  The credit balance
in the approximate amount of $200,000 will be applied to
professional services and expenses incurred or to be incurred in
connection with the Debtor's chapter 11 case, Mr. Rosen explained.

Mr. Rosen assures the Court that Weil Gotshal does not hold any
interest adverse to the estate and is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code,

                     About New York Racing

Based in Jamaica, New York, The New York Racing Association Inc.
aka NYRA -- http://www.nyra.com/-- operates racing tracks in   
Aqueduct, Belmont Park and Saratoga.  The company filed a
chapter 11 petition on November 2, 2006 (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.


PANAVISION INC: $35MM Delayed-Draw Loan Cues S&P to Hold Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its loan and recovery
ratings on Panavision Inc.'s secured loan facilities, after the
company's announcement that it will be adding a $25 million
delayed-draw term loan to its first-lien tranche and a
$10 million delayed-draw term loan to its second-lien tranche.  

Pro forma at June 30, 2006, for the funding of the transaction,
the secured financing package will consist of a $249.5 million
first-lien term loan due 2011, a $35 million first-lien revolving
credit facility due 2011, and a $125 million second-lien term loan
due 2012.  

The first-lien facilities are rated 'B', with a recovery rating of
'1', indicating a high expectation for full recovery of principal
in the event of a payment default.

The second-lien facilities are rated 'CCC', with a recovery rating
of '5', indicating the expectation for negligible (0%-25%)
recovery of principal in the event of a payment default.

At closing, the company will also have approximately $25 million
in capital leases and other debt.

All other existing ratings on Panavision, including the 'B-'
corporate credit rating, were affirmed.

The rating outlook is stable.

The proceeds from the first-lien and second-lien delayed-draw add-
on loans will be used to acquire camera, lighting, and studio
space rental company AFM Group Ltd., serving the film, TV, and
advertising production industries with operations in Europe,
Australia, and South Africa.

"The ratings reflect Panavision's high leverage, potential for
tightening liquidity, and uncertain growth prospects," said
Standard & Poor's credit analyst Tulip Lim.

"These factors are minimally offset by the company's dominant
position in the U.S. feature film and TV camera rental market and
its geographically diverse operations."


NEFF RENTAL: IPO Delay Cues Moody's to Change Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service changed the outlook of Neff Rental, LLC
to stable from positive and affirmed these ratings:

   -- Corporate Family Rating at B3;
   -- second lien senior secured notes at Caa1, LGD4, 64%; and,
   -- Speculative Grade Liquidity Rating at SGL-3.

The change in outlook reflects the delay in the company's
execution of its proposed initial public offering, which Moody's
believes will not occur within the near-term.  

Moody's had expected a significant reduction in outstanding debt
from the IPO proceeds.

"Although Neff's operating performance is stronger than expected
due to healthy demand in the equipment rental sector, the
resulting improvement in the company's credit metrics will likely
be much less robust than that which would have resulted from the
IPO," said Moody's analyst Peter Doyle.

Neff's B3 Corporate Family Rating reflects important operational
and financial challenges, which the company faces.

These challenges include:

   (a) the ongoing cyclicality of the equipment rental sector;

   (b) the need to fund the expansion of its rental fleet; and,

   (c) high leverage incorporated within the company's capital
       structure.

For LTM June 2006 Debt/EBITDA was reduced to 4.1x from 4.5x at
FYE05 reflecting increased EBITDA partially offset by the normal
seasonal build of the company's equipment purchases, the increased
debt associated with its leveraged buyout in mid-2005, and an
expansion of the fleet arising from the robust non-residential
construction market.

Key credit metrics for LTM June 2006 include EBITDA margins in the
high-40%, EBIT/Interest Expense of 1.4x and Retained Cash
Flow/Debt of about 15%.  All results are adjusted per Moody's FM
methodology.  When compared with Neff's peer group, the leverage
credit metrics and the company's competitive position support a B3
rating level.

The stable outlook incorporates a number of key expectations
including:

   (a) Neff will strengthen its debt protection measures as the
       company continues to benefit from the strong US
       construction market;

   (b) the company will not, during the intermediate term, make
       any significant acquisitions; and,

   (c) there will be no material distributions to shareholders.

Also, Neff's asset based borrowing facility provides adequate
liquidity to support growth and seasonal working capital needs.
These positive market fundamentals should enable Neff to generate
stronger utilization rates, operating margins, and cash
generation.  

As a result, Neff's leverage credit metrics should show steady
improvement during the next six to nine months solidly supporting
the B3 rating level.

The SGL-3 Rating reflects Moody's belief that the company will
maintain an adequate liquidity profile over the next 12-month
period.  The SGL rating anticipates that availability under the
company's $225 million first lien senior secured credit facility
should be sufficient to fund the company's seasonal capital
spending and other operational needs.

Availability under the first lien senior secured credit facility
was $25 million as of June 30, 2006, which represents seasonal
high usage. During the balance of the year, as seasonal usage
declines, availability should approach $75 million.  The SGL
rating is constrained, however, by the level of negative free cash
flow during seasonal build of the company's equipment purchases
and by the fact that substantially all of Neff's assets are
encumbered to secure its bank borrowings.

Neff, headquartered in Miami, Florida, is a regional equipment
rental company in the Southeast and Mid-Atlantic regions.


PHOTOCIRCUITS CORPORATION: Court Confirms Amended Chapter 11 Plan
-----------------------------------------------------------------
The Hon. Stan Bernstein of the U.S. Bankruptcy Court for the
Eastern District of New York confirmed Photocircuits Corporation,
nka PC Liquidating Corp.'s, Amended Chapter 11 Plan of
Reorganization.

Judge Bernstein determined that the Amended Plan satisfies the 13
standards for Confirmation under Section 1129(a) of the Bankruptcy
Code.

                   Overview of the Amended Plan

As reported in the Troubled Company Reporter on Oct. 19, 2006, the
Debtor's Amended Plan incorporates settlements previously approved
with the Debtor's senior and junior secured creditors and other
insiders.

The Debtor consummated a sale of substantially all of its
operating business assets as a going concern for the benefit of
its creditors with American Pacific Financial Corporation, which
will require the transfer of title to the 45-A Property and 45-B
Property.  The sale closing was funded on March 31, 2006, and
became effective on March 29, 2006.

American Pacific's modified purchase offer consist of:

   a) cash of $35.5 million ($3.5 million of which will be applied
      to reimburse Stairway for the draw on the letter of credit);

   b) the assumption of $2.1 million of administrative obligations
      consisting primarily of outstanding checks and accounts
      payable to post-petition vendors;

   c) the assumption of $1.5 million of accrued but unpaid
      vacation pay to employees; and

   d) a series of non-interest bearing contingent promissory notes
      in favor of the estate in the aggregate amount of $5.5
      million.

The notes indicated in the Asset Purchase Agreement mature one
each in years 2006, 2007, 2008, 2009, 2010, and 2011.  The payment
of the notes will be made from 50% of American Pacific's net
operating income in excess of $1 million for the perspective note
years.

The Plan is subject to the Court's approval of two settlements
reached with various parties.  The first settlement is the
Stairway/CMK Parties Settlement and the settlement with Messrs.
Endee, Wohlgemuth and Robbins, the Debtor's shareholders.  The
Court approved these settlements on March 10, 2006.  Following the
settlement approval, the Debtor's debt structure before further
reduction from objections to Claims is:

   a) Stairway (senior secured lender) -- approximately
      $23.3 million;

   b) CMK (junior secured creditor) -- $5.2 million;

   c) Other liens/cure costs -- $4.62 million;

   d) Administrative claims -- (Estimated) $5.4 million; and

   e) Unsecured creditors -- $50 million;

The Amended Plan provides that the estates of Photocircuits, Alpha
Forty-Five LLC and Beta Forty-Five LLC will be substantially
consolidated.

                          Plan Funding

The Debtor tells the Court that the Plan will be funded from the
proceeds from the sale of the assets after payment of the various
classes of Allowed Secured Claims and all other assets recovered
by the Litigation Trustee.  The Restructuring Committee will
nominate an individual to act as Distributing Agent to make the
Distributions under the Plan.

Headquartered in Glen Cove, New York, Photocircuits Corporation
-- http://www.photocircuits.com/-- was the first independent         
printed circuit board fabricator in the world.  Its worldwide
reach comprises facilities in Peachtree City, Georgia; Monterrey,
Mexico; Heredia, Costa Rica; and Batangas, Philippines.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
E.D.N.Y. Case No. 05-89022).  Gerard R. Luckman, Esq., at
Silverman Perlstein & Acampora LLP, represents the Debtor in its
restructuring efforts.  Ted A. Berkowitz, Esq., and Louis A.
Scarcella, Esq., at Farrell Fritz, P.C., represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated more than $100 million
in assets and debts.


PINE LOG: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Pine Log Creek LLC
        P.O. Box 4847
        Santa Rosa Beach, FL 32459

Bankruptcy Case No.: 06-50286

Chapter 11 Petition Date: November 9, 2006

Court: Northern District of Florida (Panama City)

Debtor's Counsel: Louis L. Long, Jr., Esq.
                  Chesser & Barr, P.A.
                  1201 Eglin Parkway
                  Shalimar, FL 32579
                  Tel: (850) 651-9944
                  Fax: (850) 651-9867

Total Assets: $17,500,000

Total Debts:   $9,650,000

The Debtor does not have any creditors who are not insiders.


R&R OPERATING: Sells All Assets to Rosen Capital, Gets $15MM Loan
-----------------------------------------------------------------
R&R Operating Partnership LP dba Cherrydale Farms Inc. has sold
substantially all of its assets to Rosen Capital, a New Jersey-
based investment group, and secured a $15 million senior credit
facility for the fundraising division, which closed concurrent
with the sale.

As a result of the sale, Cherrydale's shareholders were able to
monetize investments in the company and also retain a minority
equity stake in the business.

The company hired National City Investment Banking to advise on
both sale alternatives as well as the placement of a senior debt
facility for the fund-raising business to meet its working capital
requirements.

Primary advisors on the deal were Scott Victor, Robert Smith,
Michael Goodman, Michael Gorman and Ryan Cole.  Also advising on
the deal were Mark G. Samson at Getzler Henrich as management and
financial consultant and Daniel J. Barrison, Esq. at Sherman
Silverstein Kohl Rose & Podolsky.

Headquartered in Allentown, Pennsylvania, Cherrydale Farms,
supplies product fundraising programs to schools and non-profit
organizations.  Items sold include Cherrydale's own brand of
candies and chocolates, gift-wrap and licensed items.  The
company's commercial division manufactures chocolate and other
edible items on either a contract basis or under its own brands.


REFCO INC: RCMI's Section 341(a) Meeting Scheduled for November 27
------------------------------------------------------------------
Diana G. Adams, Acting United States Trustee for Region 2, will
convene a meeting of Refco Commodity Management, Inc. creditors
on November 27, 2006, at 3:30 p.m., prevailing Eastern Time, at
80 Broad Street, 2nd Floor, in New York.

This is the first meeting of creditors required under Sec. 341(a)
of the Bankruptcy Code in RCMI's Chapter 11 case.

All creditors are invited, but not required, to attend.  This   
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtors under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                        About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a    
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).

Refco Commodity Management, Inc., formerly known as CIS
Investments, Inc., a debtor-affiliate of Refco Inc., filed for
chapter 11 protection on Oct. 16, 2006 (Bankr. S.D.N.Y. Case No.
06-12436).  (Refco Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


REFCO INC: Chap. 7 Trustee Wants More Time to Decide on Contracts
-----------------------------------------------------------------
As of Oct. 31, 2006, Albert Togut, the Chapter 7 trustee
overseeing the liquidation of the Refco, LLC estate, has
identified and disposed of approximately 800 executory contracts.
However, there are a handful of additional executory contracts
still being evaluated and whose final disposition has not yet been
determined.  The few remaining executory contracts are with
ongoing service suppliers who provide records storage and similar
services to Refco LLC's estate.

Accordingly, the Chapter 7 Trustee asks the U.S. Bankruptcy Court
for the Southern District of New York to extend until Jan. 10,
2007, the time within which he may assume or reject the executory
contracts so he may continue evaluating those which may be
necessary for the estate's administration.

The extension request will be without prejudice to:

   (i) the rights of any of the non-debtor counterparties to
       seek an earlier date on which the Chapter 7 Trustee must
       decide on a specific contract; and

  (ii) the Chapter 7 Trustee's right to seek further extension
       if necessary and appropriate.

Scott E. Ratner, Esq., at Togut, Segal & Segal LLP, in New York,
asserts that the extension will assist the Chapter 7 Trustee in
fulfilling his fiduciary duty of maximizing the value of the
Chapter 7 Debtor's estate for the creditors' benefit.

                        About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a    
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).

Refco Commodity Management, Inc., formerly known as CIS
Investments, Inc., a debtor-affiliate of Refco Inc., filed for
chapter 11 protection on Oct. 16, 2006 (Bankr. S.D.N.Y. Case No.
06-12436).  (Refco Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


RESIDENTIAL ACCREDIT: Prepayments Cue S&P to Upgrade Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
28 classes from 14 series issued by Residential Accredit Loans
Inc.

At the same time, ratings are affirmed on 1,032 classes from 91
series from the same issuer.

The upgrades reflect favorable pool performance that has allowed
current and projected credit support to increase to levels that
support the higher ratings, primarily due to significant principal
prepayments and the shifting interest structure of the
transactions.

On average, credit support for these classes is 2.24x the original
credit support at the higher rating levels.

The affirmations reflect actual and projected credit support
percentages that are sufficient to maintain the current ratings.
     
As of the Sept. 2006 remittance period, cumulative losses have
been minimal for all of these transactions, ranging from 0% to
0.30% of the original principal balances, and the deals with
higher losses do not show any negative performance trends.

On average, total delinquencies for all deals are 3.27% of the
current pool balances, while serious delinquencies are 0.98%.
Overall, the performance of the RALI shelf remains stable or
strong for most of the deals.

Subordination is the predominant form of credit support protecting
the certificates from losses.  However, series 2003-QA1, 2004-QA1,
2004-QA-2, 2005-QA1, and 2006-QO2 receive additional credit
support from overcollateralization and excess spread.

The underlying collateral for these transactions consists
primarily of Alt-A mortgage loans. The QS deals consist of fixed-
rate, fully amortizing, level monthly payment conventional
mortgage loans, while the QA deals consist of hybrid adjustable-
rate mortgages with original terms to maturity of not more than 30
years.  The certificates in the QR deals each represent a full
ownership interest in REMIC trusts consisting of adjustable-rate
loan groups.

The QO deals consist of payment option mortgage loans with
interest rates that adjust based on the MTA index, with original
terms to maturity of up to 40 years.

The RALI transactions are part of Residential Funding Mortgage
Securities' Expanded Criteria Mortgage Program, which is designed
for borrowers who generally would not qualify for other first
mortgage purchase programs.

Examples include mortgage loans secured by non-owner-occupied
properties, mortgage loans made to borrowers whose incomes do not
need to be verified, mortgage loans with higher loan-to-value
ratios, and loans to borrowers whose debt-to-income ratios are
higher than normal.

                         Ratings Raised
                         --------------

                              RALI

                             Rating
                             ------

            Series       Class       To         From
            ------       -----       --         ----
  
            2002-QS3     M-3         AA         AA-
            2002-QS7     B-1         A+         A
            2002-QS7     B-2         B+         B
            2002-QS9     M-3         AA         AA-
            2002-QS10    M-3         AA+        AA
            2002-QS11    M-2         AA+        AA
            2002-QS11    M-3         A-         BBB+
            2002-QS12    M-2         AA+        AA
            2002-QS12    M-3         A          BBB+
            2002-QS14    M-3         A+         A
            2002-QS15    M-2         AA+        AA
            2002-QS15    M-3         A          A-
            2002-QS17    M-1         AAA        AA+
            2002-QS17    M-2         AA         A+
            2002-QS17    M-3         A-         BBB
            2002-QS17    B-1         BB+        BB
            2002-QS19    M-1         AAA        AA+
            2002-QS19    M-2         AA         A+
            2002-QS19    M-3         A-         BBB
            2003-QS1     M-1         AA+        AA
            2003-QS1     M-2         AA-        A
            2003-QS1     M-3         BBB+       BBB
            2003-QS4     M-1         AA+        AA
            2003-QS4     M-2         A+         A
            2003-QS6     M-1         AA+        AA
            2003-QS6     M-2         A+         A
            2003-QS6     M-3         BBB+       BBB
            2003-QS8     M-2         A+         A

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

                              RALI

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

      1999-QS4     A-1, A-P, A-V                       AAA
      2001-QS16    A-2, A-P, A-V                       AAA
      2001-QS17    A-11, A-P, A-V                      AAA
      2002-QS3     A-4, A-5, A-12, A-P, A-V, M-1       AAA
      2002-QS3     M-2                                 AAA
      2002-QS4     A-1, A-3, A-4, A-P, A-V             AAA
      2002-QS6     A-3, A-4, A-5, A-7, A-9, A-11       AAA
      2002-QS6     A-P, A-V                            AAA
      2002-QS7     A-1, A-2, A-3, A-7, A-8, A-16       AAA
      2002-QS7     A-P, A-V, M-1, M-2                  AAA
      2002-QS7     M-3                                 AA+
      2002-QS8     A-1, A-2, A-3, A-5, A-6, A-P        AAA
      2002-QS8     A-V                                 AAA
      2002-QS9     A-1, A-2, A-10, A-P, A-V, M-1       AAA
      2002-QS9     M-2                                 AAA
      2002-QS9     B-1                                 A-
      2002-QS9     B-2                                 B
      2002-QS10    A-5, A-4, A-P, A-V, M-1, M-2        AAA
      2002-QS11    A-4, A-5, A-7, A-8, A-P, A-V        AAA
      2002-QS11    M-1                                 AAA
      2002-QS12    A-2, A-3, A-4, A-5, A-6, A-8        AAA
      2002-QS12    A-10, A-P, A-V, M-1                 AAA
      2002-QS14    A-6, A-7, A-8, A-9, A-10, A-11      AAA
      2002-QS14    A-12, A-P, A-V, M-1                 AAA
      2002-QS14    M-2                                 AA+
      2002-QS15    CB, NB-1                            AAA
      2002-QS15    NB-3, A-P, A-V, M-1                 AAA
      2002-QS17    CB-1, CB-2, NB-1, NB-2, A-P, A-V    AAA
      2002-QS17    B-2                                 B
      2002-QS19    A-1, A-2, A-3, A-4, A-5, A-6        AAA
      2002-QS19    A-7, A-8, A-P, A-V                  AAA
      2003-QA1     A-1, A-II                           AAA
      2003-QA1     M-1                                 AA
      2003-QA1     M-2                                 A
      2003-QA1     M-3                                 BBB
      2003-QR13    A-1, A-2, A-3, A-4, A-5             AAA
      2003-QR19    CB-1, CB-2, CB-3, CB-4              AAA
      2003-QR24    A-1, A-2, A-3, A-4, A-5, A-6        AAA
      2003-QR24    A-7                                 AAA
      2003-QS1     A-1, A-2, A-3, A-4, A-5, A-6        AAA
      2003-QS1     A-8, A-9, A-10, A-13, A-14          AAA
      2003-QS1     A-P, A-V                            AAA
      2003-QS1     B-1                                 BB
      2003-QS1     B-2                                 B
      2003-QS2     A-1, A-2, A-3, A-4, A-5, A-6        AAA
      2003-QS2     A-7, A-P, A-V                       AAA
      2003-QS2     M-1                                 AA
      2003-QS2     M-2                                 A
      2003-QS2     M-3                                 BBB
      2003-QS2     B-1                                 BB
      2003-QS2     B-2                                 B
      2003-QS3     A-1, A-2, A-3, A-4, A-5, A-7        AAA
      2003-QS3     A-8, A-P, A-V                       AAA
      2003-QS4     A-1, A-2, A-3, A-4, A-5, A-6        AAA
      2003-QS4     A-P, A-V                            AAA
      2003-QS4     M-3                                 BBB
      2003-QS4     B-1                                 BB
      2003-QS4     B-2                                 B
      2003-QS5     A-1, A-2, A-3, A-4, A-5, A-6        AAA
      2003-QS5     A-P, A-V                            AAA
      2003-QS6     A-1, A-4, A-5, A-6, A-7, A-8        AAA
      2003-QS6     A-13, A-14, A-15, A-P, A-V          AAA
      2003-QS6     B-1                                 BB
      2003-QS6     B-2                                 B
      2003-QS7     A-1, A-2, A-3, A-4, A-5, A-P        AAA
      2003-QS7     A-V                                 AAA
      2003-QS7     M-1                                 AA
      2003-QS7     M-2                                 A
      2003-QS7     M-3                                 BBB
      2003-QS7     B-1                                 BB
      2003-QS7     B-2                                 B
      2003-QS8     A-1, A-2, A-3, A-4, A-5, A-6        AAA
      2003-QS8     A-7, A-P, A-V                       AAA
      2003-QS8     M-1                                 AA
      2003-QS8     M-3                                 BBB
      2003-QS8     B-1                                 BB
      2003-QS8     B-2                                 B
      2003-QS10    A-1, A-2, A-3, A-4, A-5, A-7        AAA
      2003-QS10    A-8, A-9, A-10, A-11, A-12          AAA
      2003-QS10    A-13, A-14, A-15, A-16, A-P         AAA
      2003-QS10    A-V                                 AAA
      2003-QS10    M-1                                 AA
      2003-QS10    M-2                                 A
      2003-QS10    M-3                                 BBB
      2003-QS10    B-1                                 BB
      2003-QS10    B-2                                 B
      2003-QS11    A-1, A-2, A-4, A-5, A-6, A-8        AAA
      2003-QS11    A-9, A-10, A-11, A-12, A-13         AAA
      2003-QS11    A-14, A-P, A-V                      AAA
      2003-QS11    M-1                                 AA
      2003-QS11    M-2                                 A+
      2003-QS11    M-3                                 BBB
      2003-QS11    B-1                                 BB
      2003-QS11    B-2                                 B
      2003-QS13    A-1, A-2, A-3, A-5, A-6, A-7        AAA
      2003-QS13    A-8, A-9, A-10, A-P, A-V            AAA
      2003-QS13    M-1                                 AA
      2003-QS13    M-2                                 A
      2003-QS13    M-3                                 BBB
      2003-QS13    B-1                                 BB
      2003-QS13    B-2                                 B
      2003-QS15    A-1, A-2, A-3, A-5, A-6, A-7        AAA
      2003-QS15    A-P, A-V                            AAA
      2003-QS15    M-1                                 AA
      2003-QS15    M-2                                 A
      2003-QS15    M-3                                 BBB
      2003-QS15    B-1                                 BB
      2003-QS15    B-2                                 B
      2003-QS17    A-I-1, A-I-2, CB-1, CB-2, CB-3      AAA
      2003-QS17    CB-4, CB-5, CB-6, CB-7, NB-1        AAA
      2003-QS17    NB-2, NB-3, NB-4, A-P, A-V          AAA
      2003-QS17    M-1                                 AA
      2003-QS17    M-2                                 A
      2003-QS17    M-3                                 BBB
      2003-QS17    B-1                                 BB
      2003-QS17    B-2                                 B
      2003-QS19    A-I, CB, NB-1, NB-2, NB-3, NB-4     AAA
      2003-QS19    NB-5, NB-6, NB-7, A-P, A-V          AAA
      2003-QS19    M-1                                 AA
      2003-QS19    M-2                                 A
      2003-QS19    M-3                                 BBB
      2003-QS19    B-1                                 BB
      2003-QS19    B-2                                 B
      2003-QS21    A-1, A-2, A-3, A-5, A-6, A-P        AAA
      2003-QS21    A-V                                 AAA
      2003-QS21    M-1                                 AA
      2003-QS21    M-2                                 A
      2003-QS21    M-3                                 BBB
      2003-QS21    B-1                                 BB
      2003-QS21    B-2                                 B
      2003-QS22    A-1, A-2, A-3, A-4, A-5, A-6        AAA
      2003-QS22    A-7, A-11, A-12, A-13, A-14         AAA
      2003-QS22    A-P, A-V                            AAA
      2003-QS22    M-1                                 AA
      2003-QS22    M-2                                 A
      2003-QS22    M-3                                 BBB
      2003-QS22    B-1                                 BB
      2003-QS22    B-2                                 B
      2004-QA1     A-I, A-II                           AAA
      2004-QA1     M-1                                 AA
      2004-QA1     M-2                                 A
      2004-QA1     M-3                                 BBB
      2004-QA2     A-I, A-II                           AAA
      2004-QA2     M-1                                 AA
      2004-QA2     M-2                                 A
      2004-QA2     M-3                                 BBB
      2004-QA3     CB-I, CB-II, NB-I-1, NB-I-2         AAA
      2004-QA3     NB-II-1, NB-II-2                    AAA
      2004-QA3     M-1                                 AA
      2004-QA3     M-2                                 A
      2004-QA3     M-3                                 BBB
      2004-QA3     B-1                                 BB
      2004-QA3     B-2                                 B
      2004-QA4     CB-I, NB-I-1, NB-II-2               AAA
      2004-QA4     NB-II-1, NB-II-3, NB-III            AAA
      2004-QA4     M-1                                 AA
      2004-QA4     M-2                                 A
      2004-QA4     M-3                                 BBB
      2004-QA4     B-1                                 BB
      2004-QA4     B-2                                 BB
      2004-QA4     B-3                                 B
      2004-QA5     A-I-IO, A-I, A-II, A-III-1          AAA
      2004-QA5     A-III-2, A-III-IO-1, A-III-3        AAA
      2004-QA5     A-III-IO-2                          AAA
      2004-QA5     M-1                                 AA
      2004-QA5     M-2                                 A
      2004-QA5     M-3                                 BBB
      2004-QA5     B-1                                 BB
      2004-QA5     B-2                                 B
      2004-QA6     CB-I, NB-1, NB-II, CB-II            AAA
      2005-QA6     NB-III-1, NB-III-2                  AAA
      2004-QA6     NB-IV, NB-III-3                     AAA
      2004-QA6     M-1                                 AA
      2004-QA6     M-2                                 A
      2004-QA6     M-3                                 BBB
      2004-QA6     B-1                                 BB
      2004-QA6     B-2                                 B
      2004-QR1     A-1, A-2, A-3, A-4, A-5, R-I        AAA
      2004-QR1     R-II                                AAA
      2004-QS1     A-1, A-2, A-3, A-4, A-5, A-6, A-P   AAA
      2004-QS1     A-V                                 AAA
      2004-QS1     M-1                                 AA
      2004-QS1     M-2                                 A
      2004-QS1     M-3                                 BBB
      2004-QS1     B-1                                 BB
      2004-QS1     B-2                                 B
      2004-QS2     A-I-1, A-I-2, A-I-3, A-I-4, A-I-5   AAA
      2004-QS2     CB, A-P, A-V                        AAA
      2004-QS2     M-1                                 AA
      2004-QS2     M-2                                 A
      2004-QS2     M-3                                 BBB
      2004-QS2     B-1                                 BB
      2004-QS2     B-2                                 B
      2004-QS4     A-1, A-2, A-3, A-4, A-5, A-6, A-P   AAA
      2004-QS4     A-V, A-7                            AAA
      2004-QS4     M-1                                 AA
      2004-QS4     M-2                                 A
      2004-QS4     M-3                                 BBB
      2004-QS4     B-1                                 BB
      2004-QS4     B-2                                 B
      2004-QS5     A-1, A-2, A-3, A-4, A-5, A-6, A-P   AAA
      2004-QS5     A-V, A-7, A-8                       AAA
      2004-QS5     M-1                                 AA
      2004-QS5     M-2                                 A
      2004-QS5     M-3                                 BBB
      2004-QS5     B-1                                 BB
      2004-QS5     B-2                                 B
      2004-QS7     A-1, A-2, A-3, A-4, A-5, A-P        AAA
      2004-QS7     A-V                                 AAA
      2004-QS7     M-1                                 AA
      2004-QS7     M-2                                 A
      2004-QS7     M-3                                 BBB
      2004-QS7     B-1                                 BB
      2004-QS7     B-2                                 B
      2004-QS8     A-1, A-2, A-3, A-4, A-5, A-6, A-P   AAA
      2004-QS8     A-V, A-7, A-9, A-10, A-11, A-12     AAA
      2004-QS8     M-1                                 AA
      2004-QS8     M-2                                 A
      2004-QS8     M-3                                 BBB
      2004-QS8     B-1                                 BB
      2004-QS8     B-2                                 B
      2004-QS10    A-1, A-2, A-3, A-4, A-5, A-6, A-P   AAA
      2004-QS10    A-V                                 AAA
      2004-QS10    M-1                                 AA
      2004-QS10    M-2                                 A
      2004-QS10    M-3                                 BBB
      2004-QS10    B-1                                 BB
      2004-QS10    B-2                                 B
      2004-QS11    A-1, A-2, A-3, A-4, A-5, A-6, A-P   AAA
      2004-QS11    A-V, A-7                            AAA
      2004-QS11    M-1                                 AA
      2004-QS11    M-2                                 A
      2004-QS11    M-3                                 BBB
      2004-QS11    B-1                                 BB
      2004-QS11    B-2                                 B
      2004-QS12    A-1, A-2, A-3, A-4, A-5, A-6, A-P   AAA
      2004-QS12    A-V                                 AAA
      2004-QS12    M-1                                 AA
      2004-QS12    M-2                                 A
      2004-QS12    M-3                                 BBB
      2004-QS12    B-1                                 BB
      2004-QS12    B-2                                 B
      2004-QS14    A-1, A-P, A-V, R                    AAA
      2004-QS14    M-1                                 AA
      2004-QS14    M-2                                 A
      2004-QS14    M-3                                 BBB
      2004-QS14    B-1                                 BB
      2004-QS14    B-2                                 B
      2005-QA1     A-1, A-2                            AAA
      2005-QA1     M-1                                 AA+
      2005-QA1     M-2                                 A+
      2005-QA1     M-3                                 BBB+    
      2005-QA2     A-1-I, A-1-II, CB-I, CB-II, NB-I    AAA
      2005-QA2     NB-II, A2-1, A2-II, R               AAA
      2005-QA2     M-1                                 AA
      2005-QA2     M-2                                 A
      2005-QA2     M-3                                 BBB
      2005-QA2     B-1                                 BB
      2005-QA2     B-2                                 B
      2005-QA3     CB-I, NB-I, CB-II, NB-II, CB-III    AAA
      2005-QA3     NB-III, CB-IV, NB-IV, R             AAA
      2005-QA3     M-1                                 AA
      2005-QA3     M-2                                 A
      2005-QA3     M-3                                 BBB
      2005-QA3     B-1                                 BB
      2005-QA3     B-2                                 B
      2005-QA4     A-I-1, A-I-2, A-II-1, A-II-2        AAA
      2005-QA4     A-III-1, A-III-2, A-IV-1, A-IV-2    AAA
      2005-QA4     A-V, R                              AAA
      2005-QA4     M-1                                 AA
      2005-QA4     M-2                                 A
      2005-QA4     M-3                                 BBB
      2005-QA4     B-1                                 BB
      2005-QA4     B-2                                 B
      2005-QA5     A-1, A-II, R                        AAA
      2005-QA5     M-1                                 AA
      2005-QA5     M-2                                 A
      2005-QA5     M-3                                 BBB
      2005-QA5     B-1                                 BB
      2005-QA5     B-2                                 B
      2005-QA6     CB-1, NB-I, CB-II, NB-II-1          AAA
      2005-QA6     NB-II-2, NB-II-3, A-III-1           AAA
      2005-QA6     A-III-2, R                          AAA
      2005-QA6     M-1                                 AA
      2005-QA6     M-2                                 A
      2005-QA6     M-3                                 BBB
      2005-QA6     B-1                                 BB
      2005-QA6     B-2                                 B
      2005-QA7     A-I, A-II-1, A-II-IO, A-II-2        AAA
      2005-QA7     A-II-3, R-I, R-II, R-III            AAA
      2005-QA7     M-1                                 AA
      2005-QA7     M-2                                 A
      2005-QA7     M-3                                 BBB
      2005-QA7     B-1                                 BB
      2005-QA7     B-2                                 B
      2005-QA8     CB-I-1, CB-I-2, NB-I, CB-II-1       AAA
      2005-QA8     CB-II-2, NB-II, CB-III, NB-III      AAA
      2005-QA8     R                                   AAA
      2005-QA8     M-1                                 AA
      2005-QA8     M-2                                 A
      2005-QA8     M-3                                 BBB
      2005-QA8     B-1                                 BB
      2005-QA8     B-2                                 B
      2005-QA9     CB-I-1, CB-I-2, NB-II-1, NB-II-2    AAA
      2005-QA9     CB-III, NB-IV-1, NB-IV-2, R         AAA
      2005-QA9     M-1                                 AA
      2005-QA9     M-2                                 A
      2005-QA9     M-3                                 BBB
      2005-QA9     B-1                                 BB
      2005-QA9     B-2                                 B
      2005-QA10    A-I-1, A-I-2, A-II-1, A-II-2        AAA
      2005-QA10    A-III-1, A-III-2, A-IV-1, A-IV-2    AAA
      2005-QA10    R                                   AAA
      2005-QA10    M-1                                 AA
      2005-QA10    M-2                                 A
      2005-QA10    M-3                                 BBB
      2005-QA10    B-1                                 BB
      2005-QA10    B-2                                 B
      2005-QA11    I-A-1, I-A-IO, II-A-1, III-A-1      AAA
      2005-QA11    IV-A-1, IV-A-2, V-A-1, VI-A-1       AAA
      2005-QA11    R-1, R-2, R-3                       AAA
      2005-QA11    M-1                                 AA
      2005-QA11    M-2                                 A
      2005-QA11    M-3                                 BBB
      2005-QA11    B-1                                 BB
      2005-QA11    B-2                                 B
      2005-QA13    I-A-1, I-A-2, II-A-1, III-A-1       AAA
      2005-QA13    III-A-2, R                          AAA
      2005-QA13    M-1                                 AA
      2005-QA13    M-2                                 A
      2005-QA13    M-3                                 BBB
      2005-QA13    B-1                                 BB
      2005-QA13    B-2                                 B
      2005-QO1     A-1, A-2, A-3, A-4, X, R-I, R-II    AAA
      2005-QO1     P                                   AAA
      2005-QO1     M-1                                 AA+
      2005-QO1     M-2                                 AA
      2005-QO1     M-3                                 AA-
      2005-QO1     M-4                                 A+
      2005-QO1     M-5                                 A
      2005-QO1     M-6                                 A-
      2005-QO1     M-7                                 BBB+
      2005-QO1     M-8                                 BBB
      2005-QO1     M-9                                 BBB-
      2005-QO1     B-1                                 BB
      2005-QO1     B-2                                 B
      2005-QO2     A-1, A-2, A-3, X, R-I, R-II         AAA
      2005-QO2     M-1                                 AA+
      2005-QO2     M-2                                 A+
      2005-QO2     M-3                                 BBB
      2005-QO2     B-1                                 BB
      2005-QO2     B-2                                 B
      2005-QO3     A-1, A-2, A-3, X, R-I, R-II         AAA
      2005-QO3     M-1                                 AA
      2005-QO3     M-2                                 A
      2005-QO3     M-3                                 BBB
      2005-QO3     B-1                                 BB
      2005-QO3     B-2                                 B
      2005-QO4     I-A-1, I-A-2, II-A-1, II-A-2        AAA
      2005-QO4     II-A-3, X-IO, X-PO, R-I, R-II       AAA
      2005-QO4     M-1                                 AA
      2005-QO4     M-2                                 A+
      2005-QO4     M-3                                 BBB
      2005-QO4     B-1                                 BB
      2005-QO4     B-2                                 B
      2005-QO5     A-1, A-2, A-3, X, R-I, R-II, P      AAA
      2005-QO5     M-1                                 AA+
      2005-QO5     M-2                                 AA
      2005-QO5     M-3                                 AA-
      2005-QO5     M-4                                 A+
      2005-QO5     M-5                                 A
      2005-QO5     M-6                                 A-
      2005-QO5     M-7                                 BBB+
      2005-QO5     M-8                                 BBB
      2005-QO5     M-9                                 BBB-
      2005-QO5     B-1                                 BB
      2005-QO5     B-2                                 B
      2005-QR1     A, R                                AAA
      2005-QS1     A-1, A-P, A-V, A-2, A-3, A-4, A-5   AAA
      2005-QS1     A-6, R-I, R-II                      AAA
      2005-QS1     M-1                                 AA
      2005-QS1     M-2                                 A
      2005-QS1     M-3                                 BBB
      2005-QS1     B-1                                 BB
      2005-QS1     B-2                                 B
      2005-QS2     A-1, A-P, A-V, A-2, A-3, A-4, R     AAA
      2005-QS2     M-1                                 AA
      2005-QS2     M-2                                 A
      2005-QS2     M-3                                 BBB
      2005-QS2     B-1                                 BB
      2005-QS2     B-2                                 B
      2005-QS3     1-A2-1                              AAA
      2005-QS4     A-1, A-2, A-3, A-4, A-5, A-6, A-P   AAA
      2005-QS4     A-V, R                              AAA
      2005-QS5     A-1, A-2, A-3, A-4, A-5, A-6, A-P   AAA
      2005-QS5     A-V, R-I, R-II                      AAA
      2005-QS7     A-3                                 AAA
      2005-QS9     A-1                                 AAA
      2005-QS10    I-A, II-A, III-A-1, III-A-2         AAA
      2005-QS10    III-A-3, III-A-4, A-P, A-V, R-I     AAA
      2005-QS10    R-II, R-III                         AAA
      2005-QS11    A-1, A-2, A-3, A-4, A-5, A-P, A-V   AAA
      2005-QS11    R-I, R-II                           AAA
      2005-QS12    A-1, A-2, A-3, A-4, A-5, A-6, A-7   AAA
      2005-QS12    A-8, A-9, A-10, A-11, A-12, A-13    AAA
      2005-QS12    A-14, A-P, A-V, R-I, R-II           AAA
      2005-QS13    II-A-1, II-A-2, II-A-3, II-A-4      AAA
      2005-QS13    II-A-5, II-A-6                      AAA
      2005-QS14    II-A-1, III-A-1, III-A-2, III-A-3   AAA
      2005-QS14    II-A-P, II-A-V, R-II, R-III         AAA
      2005-QS14    II-M-1                              AA
      2005-QS14    II-M-2                              A
      2005-QS14    II-M-3                              BBB
      2005-QS14    II-B-1                              BB
      2005-QS14    II-B-2                              B
      2005-QS16    A-1, A-2, A-3, A-4, A-5, A-6, A-7   AAA
      2005-QS16    A-8, A-9, A-10, A-11, A-12, A-P     AAA
      2005-QS16    A-V, R-I, R-II                      AAA
      2005-QS17    A-1, A-2, A-3, A-4, A-5, A-6, A-7   AAA
      2005-QS17    A-8, A-9, A-10, A-11, A-P, A-V      AAA
      2005-QS17    R-I, R-II                           AAA
      2006-QA1     A-I-1, A-I-2, A-II-1, A-II-2        AAA
      2006-QA1     A-III-1, A-III-2, R                 AAA
      2006-QA1     M-1                                 AA
      2006-QA1     M-2                                 A
      2006-QA1     M-3                                 BBB
      2006-QA1     B-1                                 BB
      2006-QA1     B-2                                 B
      2006-QA2     I-A-1, I-A-2, I-A-IO, II-A-1        AAA
      2006-QA2     II-A-2, II-A-IO, III-A-1, III-A-2   AAA
      2006-QA2     III-A-IO, R-I, R-II, R-III          AAA
      2006-QA2     M-1                                 AA
      2006-QA2     M-2                                 A
      2006-QA2     M-3                                 BBB
      2006-QA2     B-1                                 BB
      2006-QA2     B-2                                 B
      2006-QO1     1-A-1, 1-A-2, 2-A-1, 2-A-2, 2-A-3   AAA
      2006-QO1     3-A-1, 3-A-2, 3-A-3, X-1, X-2       AAA
      2006-QO1     X-3, R-I, R-II                      AAA
      2006-QO1     M-1                                 AA+
      2006-QO1     M-2                                 AA
      2006-QO1     M-3                                 AA-
      2006-QO1     M-4                                 A
      2006-QO1     M-5                                 BBB+
      2006-QO1     M-6                                 BBB-
      2006-QO1     B-1                                 BB
      2006-QO1     B-2                                 B
      2006-QO2     A-1, A-2, A-3, R-1, R-II            AAA
      2006-QO2     M-1                                 AA+
      2006-QO2     M-2                                 AA
      2006-QO2     M-3                                 AA-
      2006-QO2     M-4                                 A+
      2006-QO2     M-5                                 A
      2006-QO2     M-6                                 A-
      2006-QO2     M-7                                 BBB
      2006-QO2     M-8                                 BBB-
      2006-QS1     A-1, A-2, A-3, A-4, A-5, A-6, A-7   AAA
      2006-QS1     A-8, A-9, A-P, A-V, R-I, R-II       AAA
      2006-QS2     I-A-1, I-A-2, I-A-3, I-A-4, I-A-5   AAA
      2006-QS2     I-A-6, I-A-7, I-A-8, I-A-9, I-A-10  AAA
      2006-QS2     I-A-11, I-A-12, I-A-13, I-A-14      AAA
      2006-QS2     I-A-15, I-A-16, I-A-17, I-A-18      AAA
      2006-QS2     I-A-P, I-A-V, R-1, II-A-1, II-A-2   AAA
      2006-QS2     III-A-1, II-A-P, II-A-V, R-II       AAA
      2006-QS2     R-III                               AAA


REX TREADWAY: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rex Allen Treadway
        467 East 625 North
        Sharpsville, IN 46068

Bankruptcy Case No.: 06-07194

Chapter 11 Petition Date: November 10, 2006

Court: Southern District of Indiana (Indianapolis)

Debtor's Counsel: Edward B. Hopper, II, Esq.
                  Stewart & Irwin, P.C.
                  251 East Ohio Street, Suite 1100
                  Indianapolis, IN 46204
                  Tel: (317) 639-5454
                  Fax: (317) 632-1319

Total Assets:    $89,100

Total Debts:  $1,026,914

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Jacob Morris et al.              Complaint for           $500,000
c/o David W. Holub, Esq.         Damages in Auto
8913 Broadway                    Accident
Merrillville, IN 46410

Internal Revenue Service         WT-FICA, Income, FUTA   $178,146
P.O. Box 21126                   and Heavy Vehicle
Stop N781
Philadelphia, PA 19114

First Farmers Bank               Equipment List for      $119,049
State Road 28                    Business                Secured:
Tipton, IN 46072                                          $71,200

Gary Cadle                       Worker's Comp.           $41,644
c/o William Beck, II Esq.        Claim Judgment
401 West Walnut Street
Kokomo, IN 46901

Indiana Department of Revenue    IFT, IRP, MCT, RST       $41,644
100 North Senate Avenue          WTH and IND
Room N203 Bankruptcy
Indianapolis, IN 46204

State Farm Mutual                Complaint                $28,127
Automobile Insurance

US Dot                           Bookkeeping Fines        $15,620

North Central Cooperative        Bounced Checks for        $6,681
                                 Fuel Payments

Riverview Hospital               Medical Bill              $1,274

                                 Medical Bill - Gary       $3,458
                                 Cadle - Workman's Comp.

Midland Impact LLP               Tires Purchased           $3,777

D. Ginther MD                    Medical Bill              $3,601

Fouts Tires, Inc.                Goods Purchased           $2,891

Pulski Hospital                  Driver involved in        $2,885
                                 Accident

Steel Parts Federal              2001 Ford Pick Up        $19,500
Credit Union                     Truck f250              Secured:
                                                          $17,000

Tipton Implement Co. Inc.        Rental of Tractor         $1,684

Merritt's Truck & Auto Repair    Repairs to Semi           $1,184

Portfolio Acquisitions, LLC      Original Creditor           $621
                                 Household


ROWE COMPANIES: Court Approves Wiley Rein as Bankruptcy Counsel
---------------------------------------------------------------
The Rowe Companies and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Eastern District of
Virginia authority to employ Wiley Rein & Feilding LLP, as their
bankruptcy counsel.

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Wiley Rein will:

    a. advise the Debtors with respect to their rights, powers and
       duties as Debtors and debtors-in-possession in the
       continuing management and operation of their respective
       businesses and properties under chapter 11 of the
       Bankruptcy Code;

    b. advise and consult on the conduct of the cases, including
       all of the legal and administrative requirements of
       operating in chapter 11;

    c. attend meetings and negotiate with representatives of
       creditors, equity security holders, employees, and other
       parties-in-interest in the Debtors' chapter 11 cases;

    d. advise the Debtors in connection with any contemplated
       sales of assets or business combinations, including the
       negotiation of asset, stock purchase, merger or joint
       venture agreements, formulating and implementing bidding
       procedures, evaluating competing offers, drafting
       appropriate corporate documents with respect to the
       proposed sales, and counseling the Debtors in connection
       with the closing of such sales;

    e. advise the Debtors in connection with postpetition
       financing and cash collateral agreements and negotiate and
       draft documents relating thereto, provide advice and
       counsel with respect to prepetition financing arrangements,
       and provide advice to the Debtors in connection with the
       emergence financing and capital structure, and negotiate
       and draft documents relating thereto;

    f. advise the Debtors on matters relating to the evaluation of
       the assumption, rejection, assignment, restructuring or
       recharacterization of unexpired leases and executory
       contracts;

    g. provide advice to the Debtors with respect to legal issues
       arising in or relating to the Debtors' ordinary course of
       business including attendance at senior management
       meetings, meetings with the Debtors' financial and
       turnaround advisors and meetings of the board of directors,
       and advice on employee, workers' compensation, employee
       benefits, executive compensation, tax, banking, insurance,
       corporate, business operation, contract, joint venture and
       real property issues, press or public affairs, and
       regulatory and other matters;

    h. take necessary action to protect and preserve the Debtors'
       estates, including the prosecution of actions and
       proceedings on their behalf, the defense of any actions and
       proceedings commenced against those estates, negotiations
       concerning all litigation in which the Debtors may be
       involved and assist the Debtors in reviewing, estimating,
       objecting to and resolving claims asserted against the
       Debtors' estates;

    i. prepare on behalf of the Debtors motions, applications,
       answers, orders, reports, schedules and other documents
       necessary or appropriate to the administration of the
       estates;

    j. advise the Debtors concerning, and prepare responses to
       applications, motions, other pleadings, notices, and other
       papers filed by other parties in the Debtors' chapter 11
       cases;

    k. advise the Debtors regarding and negotiate and prepare on
       the Debtors' behalf plan or plans of reorganization, plan
       or plans of liquidation, disclosure statements and all
       related agreements or documents and take any necessary
       action on behalf of the Debtors to obtain confirmation of
       the plan or plans;

    l. attend meetings with third parties and participate in
       negotiations with respect to the above matters;

    m. appear before the Court, other courts, and the U.S.
       Trustee, and protect the interests of the Debtors' estates
       before such courts and the U.S. Trustee;

    n. meet and coordinate with other counsel and other
       professionals retained on behalf of the Debtors and
       approved by the Bankruptcy Court;

    o. perform al other necessary legal services and provide all
       other necessary legal advice to the Debtors in connection
       with their chapter 11 cases; and

    p. handle other matter as requested by the Debtors from time
       to time.

H. Jason Gold, Esq., a partner at Wiley Rein, told the Court that
the firm currently holds a $224,607 retainer.  Mr. Gold disclosed
that the firm's professionals bill:

    Professional                   Designation       Hourly Rate
    ------------                   -----------       -----------
    H. Jason Gold, Esq.            Partner              $560
    Valerie P. Morrison, Esq.      Partner              $500
    Alexander M. Laughlin, Esq.    Partner              $475
    Todd Bromberg, Esq.            Partner              $405
    Robert J. Butler, Esq.         Partner              $390
    Dylan G. Trache, Esq.          Associate            $360
    Kalina B. Miller, Esq.         Associate            $300
    Rebecca L. Saitta, Esq.        Associate            $300
    Maria L. Mullarkey, Esq.       Associate            $225
    Robert W. Ours                 Paraprofessional     $160
    patricia A. McCarthy           Paraprofessional     $115
    Justin D. LEighty              Paraprofessional     $100

Mr. Gold assured the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Gold can be reached at:

         H. Jason Gold, Esq.
         Wiley Rein & Feilding LLP
         7925 Jones Branch Drive, Suite 6200
         McLean, VA 22102
         Tel: (703) 905-2800
         Fax: (703) 905-2820
         http://www.wrf.com/  

                    About The Rowe Companies

Headquartered in McLean, Virginia, The Rowe Companies --
http://www.therowecompanies.com/-- manufactures upholstered
retail home and office furniture, interior decorations, tableware,
lighting fixtures, and other interior design accessories.  The
Company owns 100% of stock of manufacturing and retail
subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/--    
and Storehouse, Inc. -- http://www.storehousefurniture.com/

The Company and its two of its debtor-affiliates filed for chapter
11 protection on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142
to 06-11144).  When the Debtors filed for protection from their
creditors, The Rowe Companies listed total assets of $130,779,655
and total debts of $93,262,974; Rowe Furniture estimated assets
between $50 million and $100 million and debts between $10 million
and $50 million; and Storehouse, Inc. estimated assets and debts
between $10 million and $50 million.


SASKATCHEWAN WHEAT: DBRS Places Low-B Rating on Senior Notes
------------------------------------------------------------
Dominion Bond Rating Service placed the ratings of Saskatchewan
Wheat Pool Inc's Senior Secured Debt at Positive BB (low) and
Senior Unsecured Notes at Positive B (high).  Under Review with
Positive Implications.

This follows the announcement of the company's intention to make a
formal offer for Agricore United's outstanding Limited Voting
Common Shares, Series A Convertible Preferred Shares, and its
Unsecured Subordinated Convertible Debentures.

The Company intends to execute the transaction by issuing
equity to holders of Agricore's Limited Voting Common Shares and
Convertible Unsecured Subordinated Debentures, and using cash to
acquire outstanding Series A Convertible Preferred Shares.  The
Limited Voting Common Share exchange ratio, based on trading
prices at the close of business on Nov. 7, 2006, represents a
premium of approximately 13% to Agricore shareholders.

The transaction provides the merged entity with the opportunity to
improve geographic diversification, rationalize its asset base,
and achieve operating synergies.

The Company had debt of $143 million and EBITDA of $82 million for
the year ending July 31, 2006.  Agricore had debt of $458 million,
convertible debentures of $105 million and EBITDA of $129 million
for the 12 months ending July 31, 2006.

DBRS believes the credit risk profile of SWP has the potential to
strengthen as a result of the combination with a larger, more
diversified Agricore, and the significantly larger equity basis of
the proposed transaction.

DBRS also notes a merger would entail some level of integration
risk, including regulatory restrictions that may be imposed upon
the combined entity.  The transaction is also subject to Agricore
shareholder approval.

DBRS will resolve its under review status based on standard
approvals, a resolution of regulatory issues and comfort with
regards to the integration process.


STRUCTURED ASSET: Moody's Puts Four Certs.' Ratings Under Review
----------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade four certificates from a transaction issued by
Structured Asset Securities Corporation, Series 2005-AR1.

The transaction consists of subprime first-lien adjustable- and
fixed-rate loans.  The originators of the loans are Argent
Mortgage Company, LLC and Ameriquest Mortgage Company.

The four most subordinate certificates from the transaction have
been placed on review for possible downgrade because existing
credit enhancement levels are low given the current projected
losses on the underlying pools.  The pool of mortgages has built
up a large delinquency pipeline and future loss could cause a
significant erosion of the overcollateralization.  The pools
currently have $9,926,287 of OC which is below the target of
$15,747,108, as of the Oct. 25, 2006 reporting date.

These are the rating actions:

Review for Possible Downgrade:

   * Issuer: Structured Asset Securities Corporation, Mortgage
     Pass-Through Certificates

     -- Series 2005-AR1, Class M8, current rating Baa2, under
        review for possible downgrade;

     -- Series 2005-AR1, Class M9, current rating Baa3, under
        review for possible downgrade;

     -- Series 2005-AR1, Class B1, current rating Baa3, under
        review for possible downgrade;

     -- Series 2005-AR1, Class B2, current rating Ba1, under
        review for possible downgrade.


TSG INC: Case Summary & 194 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 that filed separate chapter 11 petitions on
November 8, 2006:

      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

Debtor-affiliate that filed a separate chapter 11 petition on
November 9, 2006:

      Entity                                     Case No.
      ------                                     --------
      AMH, LLC                                   06-80917

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

   AMH, LLC                $1 Million to       $1 Million to
                           $100 Million        $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

Q. AMH, LLC's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Oklahoma Cardiovascular Assoc.     Trade Debt             $93,747
4050 West Memorial, 3rd Level
Oklahoma City, OK 73120

Sylvan N. Goldman Center           Trade Debt             $75,991
Department 96-0115
Oklahoma City, OK 73196-0115

Robinson Medical Resource          Trade Debt             $67,134
P.O. Box 849
Oologah, OK 74053

Depuy Orthopedics Inc.             Trade Debt             $22,359

McKesson Med/Surg. Inc.            Trade Debt             $20,494

Cardinal Health Pharmaceutical     Trade Debt             $19,856

Bkd                                Trade Debt             $19,262

Oklahoma Eye Instruments           Trade Debt             $19,150

JJ Healthcare Systems Inc.         Trade Debt             $17,517

Southern Plains Medical Center     Trade Debt             $16,976

Foundation Radiology Group P.C.    Trade Debt             $16,294

Owens & Minor                      Trade Debt             $15,138

Diagnostic Lab of Oklahoma         Trade Debt             $14,515

Acumed LLC                         Trade Debt             $14,475

Fisher Healthcare                  Trade Debt             $11,146

Cardinal Health Medical            Trade Debt             $13,272

Angelica Textile Service           Trade Debt             $10,395

Synthes                            Trade Debt             $10,240

GE Healthcare Financial Services   Trade Debt             $10,088

Bankers                            Trade Debt              $9,444


UAP HOLDING: Stockholders Sell 9,322,857 Common Shares
------------------------------------------------------
UAP Holding Corp. entered into an Amended and Restated
Underwriting Agreement with certain funds affiliated with Apollo
Management V, L.P., the selling stockholders, and Goldman, Sachs &
Co., relating to the sale of an aggregate of 9,322,857 shares of
the Company's common stock by the Selling Stockholders.

The Company disclosed that the Underwriting Agreement supercedes
the previous Underwriting Agreement relating to the sale of
4,700,000 shares of the Company's common stock by the Selling
Stockholders.  The Company will not receive any proceeds from the
offering.

The Selling Stockholders are formerly the major stockholder of the
Company, and current and former employees of the Company.
Following the completion of the sale of the Shares pursuant to the
Underwriting Agreement, Apollo will no longer be a stockholder of
the Company.

The Company has agreed to pay all expenses of the Selling
Stockholders in the offering, which are expected to be
approximately $200,000, excluding underwriting discounts and
commissions that will be paid by the Selling Stockholders.

The sale of the Shares by the Selling Stockholders has been
registered pursuant to an effective registration statement on Form
S-3, as amended (File No. 333-131080) filed with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended.

A full text-copy of the Amended and Restated Underwriting
Agreement may be viewed at no charge at:

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

UAP Holding Corp. (Nasdaq: UAPH) -- http://www.uap.com/-- is the  
holding company of United Agri Products, Inc., the largest
independent distributor of agricultural and non-crop inputs in the
United States and Canada.  United Agri Products markets a
comprehensive line of products, including crop protection
chemicals, seeds and fertilizers, to growers and regional dealers.
United Agri Products also provides a broad array of value-added
services, including crop management, biotechnology advisory
services, custom blending, inventory management and custom
applications of crop inputs.  United Agri Products maintains a
comprehensive network of approximately 330 distribution and
storage facilities and three formulation and blending plants,
strategically located throughout the United States and Canada.

                         *     *     *

Moody's Investors Service upgraded UAP Holding Corp.'s corporate
family rating to Ba3 from B1.  Moody's also assigned a Ba2 rating
to United Agri Products, Inc.'s senior secured $675 million
revolving credit due 2011.  UAP's $175 million senior secured term
loan due 2012 was assigned a Ba3 rating.


VITACUBE SYSTEMS: Incurs $778,944 Net Loss in 2006 Third Quarter
----------------------------------------------------------------
VitaCube Systems Holdings, Inc., reported a $778,944 net loss for
the three months ended Sept. 30, 2006, a 53% decrease over the
$1,650,662 net loss reported for the same period in the prior
year.  The decrease in net loss is associated with the increase in
sales and decrease of Sales and marketing and General and
administrative expenses.

Net sales were $608,111 for the quarter, an increase of 88%
compared to $323,400 in the same quarter last year.  The increase
in net sales can be attributed to an increase in the number of
independent distributors and customers along with greater brand
recognition.  The increase was also the result of the September
2005 introduction of the company's EAT, DRINK and SNACK (EDS)
System and the March 2006 re-branding of two products, Hydrate and
Build and the introduction of Support in the Peak Performance
System.

At Sept. 30, 2006, the Company's balance sheet showed $1,249,468
in total assets, $638,375 in total liabilities and shareholders'
equity of $611,093.

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

                      Going Concern Doubt

Gordon, Hughes & Banks, LLP, expressed substantial doubt about
VitaCube Systems' ability to continue as a going concern after it
audited the Company's financial statement for the fiscal years
ended Dec. 31, 2004 and 2005.  The auditing firm pointed to the
Company's net loss of $5,015,877 for the year ended Dec. 31, 2005,
and significant net losses since inception.

                      Management Changes

In October, VitaCube disclosed key changes to its senior
leadership team.  Earnest Mathis, current Chairman and CEO, will
resign his position as Chief Executive Officer, but remain
Chairman of the Board, responsible for not only leading the Board
of Directors, but also providing strategic oversight to the
Company's senior executive team.  

John Pougnet's executive role as Chief Financial Officer will be
expanded to also include the title and responsibilities of Chief
Executive Officer.

In addition, the Company reported that it modified its employment
contracts with the Company's founder Sanford Greenberg and VP of
Operations Timothy Transtrum, each of which previously provided
for an indefinite and four year term of service, respectively.  
Sanford Greenberg's contract has been modified to define a term of
three years, effective Oct. 1, 2006.  Timothy Transtrum's contract
has been modified to define a term of six months, effective
Oct. 1, 2006.

                        About VitaCube

Headquartered in Denver, Colorado, VitaCube Systems Holdings,
Inc., dba XELR8 Holdings, Inc. -- http://www.XELR8.com/--   
develops, sells, markets, and distributes functional foods,
beverages, and nutritional supplements products in the United
States.  Its product lines consist of a sports energy drink, a
protein shake, and an appetite suppressant chew, as well as other
vitamins, minerals, and specialty formulations, which are sold in
the form of tablets, capsules, and soft gel formulations.


WASHINGTON MUTUAL: S&P Puts D Rating on Class C-B-4 Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
C-B-4 mortgage pass-through certificates issued by Washington
Mutual MSC Mortgage Pass-Through Certificates Series
2004-RA2 Trust to 'D' from 'CCC'.

Concurrently, the rating on class C-B-3 is lowered to 'BB' from
'BBB' and remains on CreditWatch with negative implications, where
it was placed Sept. 25, 2006, and the rating on class
C-B-2 is placed on CreditWatch with negative implications.  The
ratings on the remaining classes from this transaction are
affirmed.

The downgrades and CreditWatch negative placements are based on
deteriorating pool performance.  As of October 2006, class C-B-4
had begun to experience principal write-downs.  This transaction
has cumulative losses of $300,721, or 0.16% of the original pool
balance.  Projected losses based on the delinquency pipeline
suggest that this trend could continue.  While the mortgage pool
has paid down to approximately 30.06% of its original balance,
total delinquencies are 8.93% of the current pool balance, and
serious delinquencies (90-plus days, foreclosure, and REO) are
4.95%.

Standard & Poor's will continue to closely monitor the performance
of the classes with ratings on CreditWatch.  If the delinquent
loans cure to a point at which there is sufficient credit support
to cover monthly net losses without any significant risk of
default, and the classes have sufficient credit enhancement, the
rating agency will affirm the ratings and remove them from
CreditWatch negative.  

Conversely, if delinquencies cause substantial realized losses in
the coming months and continue to erode credit enhancement, S&P
will take further negative rating actions on these classes.

The collateral for this transaction consists of prime and Alt-A
fixed-rate seasoned loans secured by first liens on one- to four-
family residential properties.  These loans were primarily
acquired by Washington Mutual Mortgage Securities Corp. through
its optional termination of 19 previously established trusts from
PNC Mortgage Securities Corp., Washington Mutual Mortgage
Securities Corp., ABN AMRO Mortgage Corp., and Residential
Asset Securitization Trust.

                          Rating Lowered
                          ---------------
Washington Mutual MSC Mortgage Pass-Through Certificates Series    
                         2004-RA2 Trust

                             Rating
                             ------
                  Class        To          From
                  -----        --          -----
  
                  C-B-4        D           CCC

        Rating Lowered And Remaining On Creditwatch Negative
        ----------------------------------------------------  
Washington Mutual MSC Mortgage Pass-Through Certificates Series
                          2004-RA2 Trust
                  
                             Rating
                             ------

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

                  C-B-3        BB/Watch Neg     BBB/Watch Neg

                Rating Placed On Creditwatch Negative
                -------------------------------------   

Washington Mutual MSC Mortgage Pass-Through Certificates Series
                           2004-RA2 Trust
        
                             Rating
                             ------

                  Class        To                From
                  -----        --                -----
  
                  C-B-2        A/Watch Neg       A

                          Ratings Affirmed
                          ----------------  
Washington Mutual MSC Mortgage Pass-Through Certificates Series
                          2004-RA2 Trust

             Class                               Rating
             -----                               ------
    
             I-A, II-A, I-X, II-X, I-P, II-P, R  AAA
             C-B-1                               AA


WINN-DIXIE: Judge Funk Confirms Joint Plan of Reorganization
------------------------------------------------------------
The Honorable Jerry A. Funk of the U.S. Bankruptcy Court for the
Middle District of Florida confirmed Winn-Dixie Stores Inc. and
its debtor-affiliates' Joint Plan of Reorganization on Nov. 9,
2006.  Judge Funk authorizes the Debtors to consummate the Plan.

According to Judge Funk, the Debtors have met their burden of
proving each of the elements of Section 1129 of the Bankruptcy
Code by a preponderance of the evidence.

The Court has considered each objection to confirmation filed and
prosecuted at the Confirmation Hearing on Oct. 13, 2006.  Except
for the objection of the U.S. Trustee, Judge Funk overrules all
objections.

Judge Funk sustains the U.S. Trustee's objection with respect to
the review of the Debtors' fees and expenses in their Chapter 11
cases, but overrules its objection to the release, and
exculpation, and limitation of liability provisions of the Plan.  
Judge Funk declares that professionals who seek fees and expenses
in connection with the Substantive Consolidation Compromise will
file fee applications and serve copies to the Official Committee
of Unsecured Creditors, the U.S. Trustee, the Debtors, and any
other party-in-interest.  

Judge Funk holds that the Debtors' Substantive Consolidation
Compromise and the distributions to creditors reflected in the
Plan are fair and reasonable and are in the best interests of the
estate and creditors.  Judge Funk clarifies that it is not ruling
on the issue of "deemed substantive consolidation."  The Plan is
a compromise Chapter 11 plan that incorporates elements of a
substantive consolidation.  Judge Funk says it has not been asked
to nor is it determining that the Debtors' cases are in any way
"deemed" or otherwise substantively consolidated.

The Court authorizes the Debtors to perform their obligations
under the $725,000,000 exit financing facility syndicated by
Wachovia Capital Markets, LLC, and Wachovia Bank, N.A.  The Court
says that the claims and interests of Wachovia Bank arising under
the Debtors' DIP Facility will extend and continue in full force
and effect until post-confirmation period.

The Court also authorizes the Debtors to (i) create Winn-Dixie
Properties LLC, Winn-Dixie Stores Leasing LLC, Winn-Dixie Raleigh
Leasing LLC, Winn-Dixie Montgomery Leasing LLC, and Winn-Dixie
Warehouse Leasing LLC; (ii) transfer to the Real Estate
Subsidiaries all real property interests owned or leased by the
Debtors; and (iii) make any State Law filings necessary to
terminate the existence of inactive subsidiaries that they have
determined to terminate as of the Effective Date.

The Court also rules, among others, that:

    -- all claims against, liens on, and interests in each of the
       Debtors, their assets, and properties arising at any time
       before the Confirmation Date will be discharged;

    -- all injunctions or stays in effect in the Debtors' Chapter
       11 cases under Sections 105 or 362 of the Bankruptcy Code
       or any Court order, and extant on the Confirmation Date,
       will remain in full force and effect until the Effective
       Date;

    -- the exculpation provisions in the Plan are appropriate and
       approved;

    -- 7% will be the interest rate used under Section  
       1129(b)(2)(A)(i)(II) for Class 10 Claims;

    -- the Creditors Committee will be dissolved on the Effective
       Date;

    -- the offering and issuance of Winn-Dixie's New Common Stock
       will be exempt from Section 5 of the Securities Act and
       any state or local law requiring registration before the
       offering or issuance; and

    -- all requests for payment of an administrative claim must
       be made by application filed with the Court no later than
       45 days after the Effective Date, or will be forever
       barred and deemed waived.

The Court also approves the Debtors' selection of officers and
directors and authorizes the Debtors to purchase and maintain
director and officer insurance coverage for $150,000,000 for a
tail period of six years.

For more details, download a free copy of the Confirmation Order
at http://ResearchArchives.com/t/s?14d7

                    Winn-Dixie Expects to Emerge
                   From Chapter 11 Within 30 Days

Winn-Dixie Stores Inc. announced that the Bankruptcy Court entered
an order confirming its Plan of Reorganization.  With this action,
Winn-Dixie expects to emerge from Chapter 11 within 30 days.

Following a confirmation hearing held on Friday, Oct. 13, Judge
Funk issued a ruling affirming that the company had met all of the
necessary statutory requirements to confirm its Plan.  

The confirmation hearing followed a creditor vote in which all
impaired classes of unsecured creditors voted in favor of the
Plan.  The Plan will become effective -- and the company will
emerge from bankruptcy -- once all closing conditions to the Plan
and to the company's exit financing have been met.

Winn-Dixie has a commitment for $725,000,000 in exit financing
from a consortium led by Wachovia Bank.  The company expects to
emerge from Chapter 11 protection with sufficient financing and
liquidity to make significant investments in its current store
base, to develop new stores, and to take other actions to position
the business to compete effectively in its markets over the next
several years.  The company also expects to emerge with only a
minimal amount of long-term debt on its balance sheet.

Winn-Dixie President and Chief Executive Officer Peter Lynch said:
"We are very pleased that the court has confirmed our Plan of
Reorganization and that Winn-Dixie's emergence from Chapter 11 is
now just around the corner.  This is an exciting time for everyone
at the company.  We will continue to work hard to build on the
turnaround we have started and to accelerate our momentum."

Mr. Lynch continued, "When Winn-Dixie emerges from bankruptcy, the
company will be in a stronger and more financially stable
position.  We will be able to increase the level of investment in
our stores and pursue other initiatives to improve and add value
to our business.  Our focus will remain on providing outstanding
service and products to our customers."

He concluded, "I am grateful for the hard work and dedication of
our outstanding Associates throughout the Chapter 11 process.  
Their energy and enthusiasm is both inspiring and contagious.  We
appreciate the strong support of our Plan of Reorganization by
virtually all of the various creditor groups in our Chapter 11
proceedings.  We are also extremely appreciative of our customers
and our partners in the vendor and real estate communities for
their trust in us and their continued loyalty to Winn-Dixie."

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 59; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


WINN-DIXIE: Wants Dell Marketing Stipulation Approved
-----------------------------------------------------
Winn-Dixie Stores Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to approve
their stipulation with Dell Marketing LP.

Before filing for bankruptcy, Dell supplied and sold the Debtors
computers, monitors, servers, and related computer products.  
After the Debtors filed for bankruptcy, Dell served the Debtors
with a reclamation demand seeking $6,706 pursuant to Section
546(c) of the Bankruptcy Code and Section 2.702 of the Uniform
Commercial Code.

In March 2005, Dell filed Claim Nos. 286 and 369 as prepetition
non-priority unsecured claims each asserting $442,148.  In
October 2005, Dell agreed to be bound by a Court-approved
stipulation that resolves reclamation claims filed by the
Debtors' various vendors.  Dell's agreement preserved the
Debtors' rights to any preference claims relating to $39,239 in
payments made to Dell between February 10 and February 21, 2005.

In their 2nd Omnibus Claims Objection, the Debtors asked the
Court to disallow Claim No. 369 because it was a duplicate claim.
The Court had approved the proposed disallowance in January 2006.

In their 16th Omnibus Claims Objection, the Debtors asked the
Court to reduce Claim No. 286's amount to $105,200.  Dell timely
filed an objection and argued that the claim should be allowed
for $435,710 to reflect the difference between the original
amount of its claim and the amounts paid by the Debtors on
account of the Reclamation Claim.

According to D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, the parties wish to resolve all remaining
issues between them concerning Claim No. 286 and any potential
preference claims under Section 547 of the Bankruptcy Code.

The parties agree, among others, that upon Court approval of
their Stipulation:

   (1) The 16th Omnibus Claims Objection and Dell's response with
       respect to Claim No. 286 will be deemed resolved;

   (2) Claim No. 286 will be allowed as a prepetition non-
       priority unsecured claim for $137,396; and

   (3) In consideration of the agreed reduction of Claim No. 286,
       the Debtors will be deemed to have waived the Possible
       Preference Claims against Dell.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 59; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


WORD ALIVE: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Word Alive Ministries, Inc.
        7340 Old National Highway
        Riverdale, GA 30274

Bankruptcy Case No.: 06-74187

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: November 6, 2006

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

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

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Georgia Power                      Utility                 $4,746
241 Ralph McGill Boulevard
Atlanta, Georgia 30308

Gordon Document                    Trade Debt              $1,979
P.O. Box 41601
Philadelphia, PA 19101

CRS Refrigeration                  Repairs                 $1,801
P.O. Box 960124
Riverdale, GA 30296

The Perkins Technology Group       Trade Debt              $1,000
P.O. Box 1106
Red Oak, GA 30272

NCO Financial Systems, Inc.        Trade Debt                $824
Department 750
1804 Washington Boulevard
Baltimore, MD 21230

Department of Watershed            Utility                   $742

City of Atlanta Water              Utility                   $592

Arnold's Security Services         Security Services         $425

Allied Interstate                  Trade Debt                $415

Systel                             Trade Debt                $250

Premier Services, Inc.             Trade Debt                $105

Artic Designs                      Trade Debt                 $80


XO HOLDINGS: Posts $23 Million Net Loss in Quarter Ended Sept. 30
-----------------------------------------------------------------
XO Holdings, Inc. reported third quarter 2006 financial and
operational results.  For the third quarter ended Sept. 30, 2006,
XO Holdings reported a net loss of $23.0 million on $352.3 million
in total revenue.  This compares to a net loss of $31.0 million on
$358.6 million in total revenue for the three months ended
Sept. 30, 2005.

The Company's Sept. 30, 2006, balance sheet showed $1,119,893,000
in total assets and $680,865,000 in total liabilities.  The
balance sheet also showed accumulated deficits of $757,314,000.

A full-text copy of the Company's Form 10-Q filing is available
for free at http://ResearchArchives.com/t/s?14c6

                        Covenant Waiver

The Company disclosed that it does not expect to meet its EBITDA
covenant for the twelve-month period ended Sept. 30, 2007.  On
Nov. 3, 2006, the Company obtained a waiver of compliance with
respect to the minimum consolidated EBITDA covenant contained in
the Credit Facility for the fiscal quarter ended Sept. 30, 2007.

The waiver prevents the lenders under the Credit Facility from
accelerating repayment of the outstanding indebtedness for a
breach of the covenant for which the waiver was granted under the
Credit Facility until the end of the fiscal quarter ended Dec. 31,
2006.  The waiver was obtained from the affiliate of Mr. Carl
Icahn, which holds a majority of the Company's loans outstanding
under that agreement.

In the event that the Company anticipates it will not be in
compliance with the minimum consolidated EBITDA covenant upon the
first quarterly measurement date following the expiration of the
most recent waiver, there can be no guarantee that it will be able
to obtain another waiver.

The Company relates that if it is not able to (i) obtain another
waiver, (ii) amend the Credit Facility covenant to remove the
minimum EBITDA requirements or decrease the requirement to a level
that management believes can be achieved, or (iii) repay the
Credit Facility with a new debt or equity offering so that the
Company is in compliance, it will be required to reclassify the
approximately $327.1 million of its outstanding long term debt to
short term debt as of Dec. 31, 2006.  The Company says that its
management is currently evaluating alternative financing available
to repay the Credit Facility, including equity or refinancing this
credit facility.

                       About XO Holdings

XO Holdings (OTC: XOHO.OB) (BULLETIN BOARD: XOHO.OB) is the
holding company of XO Communications, LLC and Nextlink Wireless,
Inc.  XO Communications -- http://www.xo.com/-- provides national  
and local telecommunications services to businesses, large
enterprises and communications service providers.  XO Comms offers
a broad portfolio of services, including local and long distance
voice, dedicated Internet access, private networking, data
transport and Web hosting services as well as bundled voice and
Internet solutions.  Nextlink -- http://www.nextlink.com/--  
provides broadband wireless services to the wireless and wireline
communications service provider, business and government markets.


* BOND PRICING: For the week of November 6 -- November 10, 2006
---------------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
ABC Rail Product                     10.500%  12/31/04     0
Adelphia Comm.                        6.000%  02/15/06     1
Adelphia Comm.                        3.250%  05/01/21     0
Allegiance Tel.                      11.750%  02/15/08    41
Allegiance Tel.                      12.875%  05/15/08    41
Amer & Forgn Pwr                      5.000%  03/01/30    64
Amer Color Graph                     10.000%  06/15/10    69
Antigenics                            5.250%  02/01/25    66
Anvil Knitwear                       10.875%  03/15/07    69
Archibald Candy                      10.000%  11/01/07     0
ATA Holdings                         13.000%  02/01/09     4
Atlantic Coast                        6.000%  02/15/34    13
Autocam Corp.                        10.875%  06/15/14    51
Bank New England                      9.500%  02/15/96    13
Bank New England                      8.750%  04/01/99     6
BBN Corp                              6.000%  04/01/12     0
Budget Group Inc                      9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    58
Calpine Corp                         10.500%  05/15/06    75
Calpine Corp                          8.750%  07/15/07    74
Calpine Corp                          7.875%  04/01/08    74
Calpine Corp                          7.750%  04/15/09    73
Calpine Corp                          8.625%  08/15/10    52
Calpine Corp                          8.500%  02/15/11    52
Calpine Corp                          6.000%  09/30/14    42
Calpine Corp                          7.750%  06/01/15    35
Calpine Corp                          4.750%  11/15/23    51
Cell Therapeutic                      5.750%  06/15/08    70
Central Tractor                      10.625%  04/01/07     0
Chic East Ill RR                      5.000%  01/01/54    57
Clark Material                       10.750%  11/15/06     0
Collins & Aikman                     10.750%  12/31/11     4
Comcast Corp                          2.000%  10/15/29    41
Cooper Standard                       8.375%  12/15/14    74
Dal-Dflt09/05                         9.000%  05/15/16    35
Dana Corp                             9.000%  08/15/11    74
Dana Corp                             5.850%  01/15/15    72
Dana Corp                             7.000%  03/15/28    69
Dana Corp                             7.000%  03/01/29    69
Delco Remy Intl                      11.000%  05/01/09    50
Delco Remy Intl                       9.375%  04/15/12    41
Delta Air Lines                       7.700%  12/15/05    36
Delta Air Lines                       9.250%  12/27/07    29
Delta Air Lines                      10.000%  08/15/08    39
Delta Air Lines                       7.900%  12/15/09    38
Delta Air Lines                      10.125%  05/15/10    36
Delta Air Lines                      10.375%  02/01/11    34
Delta Air Lines                       9.750%  05/15/21    35
Delta Air Lines                       9.250%  03/15/22    35
Delta Air Lines                      10.375%  12/15/22    37
Delta Air Lines                       8.000%  06/03/23    37
Delta Air Lines                       2.875%  02/18/24    36
Delta Air Lines                       8.300%  12/15/29    39
Delta Air Lines                      10.000%  06/01/11    70
Delta Air Lines                      10.060%  01/02/16    73
Delta Mills Inc                       9.625%  09/01/07    23
Deutsche Bank NY                      8.500%  11/15/16    71
Diamond Triumph                       9.250%  04/01/08    71
Diva Systems                         12.625%  03/01/08     1
Dov Pharmaceutic                      2.500%  01/15/25    50
Drum Financial                       12.875%  09/15/99     0
Dura Operating                        9.000%  05/01/09     6
Dura Operating                        8.625%  04/15/12    27
Duty Free Int'l                       7.000%  01/15/04     0
DVI Inc                               9.875%  02/01/04     8
E.Spire Comm Inc                     13.750%  07/15/07     0
E.Spire Comm Inc                     10.625%  07/01/08     0
Eagle Family Food                     8.750%  01/15/08    74
Empire Gas Corp                       9.000%  12/31/07     1
Epix Medical Inc                      3.000%  06/15/24    71
Exodus Comm Inc                      10.750%  12/15/09     0
Exodus Comm Inc                      11.625%  07/15/10     0
Fedders North AM                      9.875%  03/01/14    70
Federal-Mogul Co.                     8.330%  11/15/01    63
Federal-Mogul Co.                     8.370%  11/15/01    61
Federal-Mogul Co.                     8.370%  11/15/01    63
Federal-Mogul Co.                     8.160%  03/06/03    65
Federal-Mogul Co.                     8.250%  03/03/05    65
Federal-Mogul Co.                     7.375%  01/15/06    68
Federal-Mogul Co.                     8.800%  04/15/07    68
Federal-Mogul Co.                     7.500%  01/15/09    68
Finova Group                          7.500%  11/15/09    30
Ford Motor Co                         7.125%  11/15/25    74
Ford Motor Co                         6.625%  02/15/28    73
Ford Motor Co                         7.750%  06/15/43    75
Ford Motor Co                         7.400%  11/01/46    73
Ford Motor Co                         7.700%  05/15/97    74
GB Property Fndg                     11.000%  09/29/05    57
Golden Books Pub                     10.750%  12/31/04     0
GST Network Fndg                     10.500%  05/01/08     0
Gulf Mobile Ohio                      5.000%  12/01/56    75
HNG Internorth                        9.625%  03/15/06    38
Home Prod Intl                        9.625%  05/15/08    71
Imperial Credit                       9.875%  01/15/07     0
Inland Fiber                          9.625%  11/15/07    64
Insight Health                        9.875%  11/01/11    25
Iridium LLC/CAP                      10.875%  07/15/05    24
Iridium LLC/CAP                      11.250%  07/15/05    25
Iridium LLC/CAP                      13.000%  07/15/05    26
Iridium LLC/CAP                      14.000%  07/15/05    25
Isolagen Inc.                         3.500%  11/01/24    75
IT Group Inc                         11.250%  04/01/09     0
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                       9.875%  02/15/02    30
Kaiser Aluminum                      12.750%  02/01/03     7
Kellstrom Inds                        5.750%  10/15/02     0
Kellstrom Inds                        5.500%  06/15/03     0
Tom's Foods Inc                      10.500%  11/01/04     9
Kmart Corp                            9.350%  01/02/20    10
Kmart Funding                         9.440%  07/01/18    23
Liberty Media                         4.000%  11/15/29    67
Liberty Media                         3.750%  02/15/30    62
Lifecare Holding                      9.250%  08/15/13    59
Macsaver Financl                      7.400%  02/15/02     5
Macsaver Financl                      7.875%  08/01/03     5
Macsaver Financl                      7.600%  08/01/07     5
Merisant Co                           9.500%  07/15/13    63
MHS Holdings Co                      16.875%  09/22/04     0
Movie Gallery                        11.000%  05/01/12    66
MSX Int'l Inc.                       11.375%  01/15/08    73
Muzak LLC                             9.875%  03/15/09    62
New Orl Grt N RR                      5.000%  07/01/32    70
Northern Pacific RY                   3.000%  01/01/47    57
Northern Pacific RY                   3.000%  01/01/47    57
Northwest Airlines                    9.179%  04/01/10    27
Northwest Airlines                    6.625%  05/15/23    63
Northwest Airlines                    7.625%  11/15/23    63
Northwest Airlines                    8.875%  06/01/06    63
Northwest Airlines                    8.700%  03/15/07    65
Northwest Airlines                    9.875%  03/15/07    66
Northwest Airlines                    7.875%  03/15/08    63
Northwest Airlines                   10.000%  02/01/09    64
Northwest Airlines                    9.152%  04/01/10     7
NTK Holdings Inc                     10.750%  03/01/14    70
Nutritional Src                      10.125%  08/01/09    66
Oakwood Homes                         7.875%  03/01/04     9
Oakwood Homes                         8.125%  03/01/09     9
Oscient Pharm                         3.500%  04/15/11    70
OSU-DFLT10/05                        13.375%  10/15/09     0
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                       9.125%  04/15/17     0
Overstock.com                         3.750%  12/01/11    70
Pac-West-Tender                      13.500%  02/01/09    64
PCA LLC/PCA Fin                      11.875%  08/01/09    19
Pegasus Satellite                     9.750%  12/01/06    11
Pegasus Satellite                    13.500%  03/01/07     0
Pegasus Satellite                    12.375%  08/01/08    11
Pegasus Satellite                     9.625%  10/15/49    13
Phar-mor Inc                         11.720%  09/11/02     2
Piedmont Aviat                       10.250%  01/15/49     3
Pixelworks Inc                        1.750%  05/15/24    69
Plainwell Inc                        11.000%  03/01/08     2
Pliant Corp                          13.000%  07/15/10    53
Polaroid Corp                         7.250%  01/15/07     0
Polaroid Corp                        11.500%  02/15/06     0
Primus Telecom                       12.750%  10/15/09    73
Primus Telecom                        3.750%  09/15/10    39
Primus Telecom                        8.000%  01/15/14    58
PSINET Inc                           11.000%  08/01/09     0
Radnor Holdings                      11.000%  03/15/10    12
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp.                       6.500%  09/01/04     8
RJ Tower Corp.                       12.000%  06/01/13    15
Scotia Pac Co                         7.110%  01/20/14    75
Spinnaker Inds                       10.750%  10/15/06     0
Tribune Co                            2.000%  05/15/29    67
Trism Inc                            12.000%  02/15/05     0
United Air Lines                      8.700%  10/07/08    39
United Air Lines                      9.210%  01/21/17     7
United Air Lines                      9.200%  03/22/08    49
United Air Lines                      9.300%  03/22/08    49
United Air Lines                      9.350%  04/07/16    33
United Air Lines                     10.020%  03/22/14    52
United Air Lines                     10.110%  01/05/06     3
United Air Lines                     10.110%  02/19/49    48
United Air Lines                     10.850%  02/19/15    48
United Homes Inc                     11.000%  03/15/05     0
US Air Inc.                          10.800%  01/01/49    10
US Air Inc.                          10.750%  01/15/49     0
Venture Holdings                     11.000%  06/01/07     0
Venture Holdings                     12.000%  06/01/09     0
Vesta Insurance Group                 8.750%  07/15/25     9
Werner Holdings                      10.000%  11/15/07     8
Wheeling-Pitt St                      6.000%  08/01/10    70
Winstar Comm Inc                     12.500%  04/15/08     0
Winstar Comm Inc                     12.750%  04/15/10     0
World Access Inc                     13.250%  01/15/08     5
Xerox Corp                            0.570%  04/21/18    43
Ziff Davis Media                     12.000%  07/15/10    42

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
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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
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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
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re-mailing and photocopying) is strictly prohibited without prior
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The TCR subscription rate is $725 for 6 months delivered via e-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
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                    *** End of Transmission ***