TCR_Public/061115.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, November 15, 2006, Vol. 10, No. 272

                             Headlines

ACE SECURITIES: Moody's Rates Class M-10 Sub. Certificates at Ba1
ADVENTURE PARKS: Foley & Lardner Okayed as Committee's Counsel
ADVENTURE PARKS: Committee Hires GlassRastner as Financial Advisor
ALLIED HOLDINGS: Has Until March 16 to Remove Civil Actions
AMERICAN CELLULAR: Fitch Rates Senior Secured Facility at BB-

AMERIQUEST MORTGAGE: Fitch Downgrades Ratings on Four Issues
ATARI INC: Secures Three-Year $15 Million Credit Facility
BEAR STEARNS: Moody's Rates Class II-B-5 Certificates at Ba2
BEAR STEARNS: Moody's Rates Class B-4 Sub. Certificates at Ba2
BEAR STEARNS: S&P Holds Low-B Ratings on Six Certificate Classes

BENEDICT COLLEGE: Moody's Downgrades Rating on $45 Million Debt
BEST MANUFACTURING: Wants Exclusivity Period Extended to April 6
BLOCKBUSTER INC: Posts $24.7 Mil. Net Loss in 2006 Third Quarter
BOE HYDIS: Chapter 15 Petition Summary
CARRAWAY METHODIST: Sells Assets to Physicians Medical for $26.5MM

CABELA'S CREDIT: Fitch Rates $11.25 Million Class D Notes at BB+
CATHOLIC CHURCH: Lane & Waterman Hired as Davenport's Counsel
CATHOLIC CHURCH: Portland Wants Hamilton's Scope of Work Expanded
CENTENNIAL COMMS: Redeeming $20 Million of 10-3/4% Senior Notes
CHARLES RIVER: Posts $16.6 Million Net Loss for 2006 Third Quarter

CITIZENS COMMS: Frontier to Deploy Burnsville Wireless Service
CLEAR CHANNEL: Receives Two Competing Takeover Bids
CLEAR CHANNEL: Discloses New International Management Team
COMPLETE RETREATS: Amends Ableco DIP Pact, Gets $2MM Add On Loan
COMPLETE RETREATS: Wants Patriot & Footbridge Agreements Approved

CONEXANT SYSTEMS: Prices $275 Million Senior Secured Notes
CONTINENTAL AIRLINES: Inks Underwriting Pact with Morgan Stanley
COUNTY CONDUIT: Case Summary & 20 Largest Unsecured Creditors
CSFB HOME: S&P Downgrades Rating on Class B-2 Certificates to BB
CVS CORPORATION: Moody's Puts Ratings on Review and May Upgrade

DAIMLERCHRYSLER: Suspends Some Senior Managers at Bus Unit
DANA CORP: Court Lifts Stay Allowing Franklin to Terminate Pacts
DANA CORPORATION: Releases Third Quarter 2006 Financial Results
DANA CORP: Retiree Panel Taps Segal Co. as Actuarial Consultants
DELTA AIR: Comair Labor Union Okays Four-Year Labor Agreement
DYNEGY INC: Sells Rockingham Facility to Duke Energy for $195 Mil.

EMISPHERE TECH: Sept. 30 Stockholders' Deficit Narrows to $5.5MM
ENESCO GROUP: Inks Thirteenth Amendment to Credit Facility
ENRON CORP: Judge Lake Sentences Skilling to 24 Years in Jail
ENRON CORP: Wants Kennedy Oil's Claim for $2.9 Million Reduced
EVANS INDUSTRIES: Court Confirms Amended Liquidating Plan

FISCHER IMAGING: Earns $355,000 in Quarter Ended September 30
FOAMEX INTERNATIONAL: Wants GMAC Settlement Agreement Approved
FOAMEX INTERNATIONAL: Wants to Enter into Toyota Forklifts Lease
FORD MOTOR: Files Third Quarter & Restated 2005 Annual Reports
FMC REAL: Fitch Holds Low-B Ratings on Class G and H Notes

GENERAL MOTORS: Fitch Rates New $1.5 Billion Senior Loan at BB
GLOBAL CROSSING: Sept. 30 Balance Sheet Upside-Down by $131 Mil.
GLOBAL CROSSING: Will Acquire IMPSAT Fiber for $95 Million
GLOBAL POWER: Wants Court Approval to Use BoA's Cash Collateral
GUNDLE SLT: Weak Earnings Cue S&P Junk Rating on Senior Notes

HARRAH'S OPERATING: Moody's Puts Ratings on Review & May Downgrade
HEARTLAND PARTNERS: Disclosure Approved & Modified Plan Confirmed
HEXION SPECIALTY: Amends Pact for $2 Billion Credit Facilities
HOLLINGER INT'L: Balance Sheet Upside-Down by $322MM at Sept. 30
HOLLINGER INT'L: Chancery Court Approves $50 Million Settlement

HOME EQUITY: Moody's Rates Class B-1 Subor. Certificates at Ba1
IMPSAT FIBER: Will be Acquired by Global Crossing for $95 Million
INDUSTRIAL ENTERPRISES: Amends March 31, 2006 Financial Statements
INDYMAC INDX: Moody's Rates Class M-10 Sub. Certificates at Ba1
INTEGRATED HEALTHCARE: Restates 2006 1st & 2nd Quarter Financials

J.P. MORGAN: S&P Removes Negative Watch on Junk Rated Certificates
JO-ANN STORES: Moody's Reviews Ratings and May Downgrade
KANSAS CITY: Moody's Rates Senior Unsecured Notes due 2013 at B3
MAJESTIC HOLDCO: Lower Revenues Cue Moody's to Revise Outlook
MARK PARKER: Chapter 15 Petition Summary

MESABA AVIATION: Wants Complaint on Labor Agreements Stayed
MESABA AVIATION: MAIR Wants Panel Barred from Challenging Payments
MESABA AVIATION: Wants Preliminary Injunctive Relief To Be Final
METABOLIFE INT'L: Agrees to $56 Million Settlement for Tort Claims
MORGAN STANLEY: Moody's Rates Class B-5 Sub. Certificates at Ba2

MILLS CORP: Annual Stockholders Meeting Set for December 21
MUSICLAND HOLDING: Objects to James Hayes Lift Stay Motion
MUSICLAND HOLDING: Second Interim Fee Filing Deadline is Jan. 30
NATURAL NUTRIENTS: S&P Rates $200 Million Senior Bonds at B-
NRG ENERGY: Fitch Rates $1.1 Billion Senior Notes at B+

ON SEMICONDUCTOR: Earns $76.8 million in 2006 Third Quarter
ON SEMICONDUCTOR: Prepays $55 Million Senior Credit Facility
PILGRIM'S PRIDE: Prices Gold Kist's 10-1/4% Senior Notes
REAL ESTATE: Moody's Puts Low-B Ratings on Six Certificate Classes
RIVIERA HOLDINGS: Buy Offer Prompts Moody's to Hold B2 Rating

RIVIERA HOLDINGS: Buy Offer Prompts S&P's Developing Watch
RURAL/METRO: Moody's Assigns Loss-Given-Default Ratings
SAINT VINCENTS: Court Okays 3-Year Lease Agreement with SW BOCES
SAINT VINCENTS: Court Okays Lease Rejection Stipulation with Bayer
SALOMON BROTHERS: Fitch Cuts Ratings on 2 Cert. Classes to Low-B

SEARS HOLDINGS: Sears Canada Shareholders Reject Buyout Offer
SERACARE LIFE: Inks Joint Plan with Ad Hoc Equity Committee
SFBC INT'L: Moody's Assigns Loss-Given-Default Rating
SHERIDAN HOLDINGS: Moody's Assigns Loss-Given-Default Ratings
SHYPPCO FINANCE: Fitch Holds C Rating on $62 Mil. Class A-3 Notes

SHAW COMMS: DBRS Confirms Senior Notes' Rating at BB (high)
SPATIALIGHT INC: Incurs $4.1 Mil. Net Loss in 2006 Third Quarter
SPHERIS INC: Moody's Assigns Loss-Given-Default Ratings
STRUCTURED ASSET: Moody's Rates Class B5-II Sub. Certificates B2
TEAM FINANCE: Moody's Assigns Loss-Given-Default Ratings

TLC HEALTH: Moody's Assigns Loss-Given-Default Ratings
TITAN GLOBAL: Inks $22.9 Mil. Loan Deal With Greystone Business
TOTAL SAFETY: Moody's Junks Rating on $40 Mil. Senior Secured Loan
TUBE CITY: $720 Mil. Onex Offer Cues Moody's to Review Ratings
UNITED CUTLERY: U.S. Trustee Appoints Four-Member Creditors Panel

UNITED CUTLERY: Panel Hires Harter Secrest as Bankruptcy Counsel
UNIVERSAL HOSPITAL: Moody's Assigns Loss-Given-Default Rating
US ONCOLOGY: Moody's Assigns Loss-Given-Default Ratings
USG CORP: S&P Rates Proposed $500 Mil. Senior Unsec. Notes at BB+
USP DOMESTIC: Moody's Assigns Loss-Given-Default Rating

VALENCE TECHNOLOGY: Posts $4.8MM Loss in Quarter Ended Sept. 30
VB CHOWCHILLA: Case Summary & Five Largest Unsecured Creditors
VESTA INSURANCE: Files 1st Amended Plan & Disclosure Statement
VESTA INSURANCE: Committee Wants Voting Deadline Established
VOIP INC: Files Restated Results for 2006 Quarter Ended June 30

VWR INTERNATIONAL: Moody's Assigns Loss-Given-Default Ratings
WERNER LADDER: Court Extends Plan-Filing Period to January 15
WERNER LADDER: Court Okays Neil Minihane as Committee Consultant
WERNER LADDER: Ct. OKs 5th Amended Agreement with Grupo American
WORLD AIRCRAFT: Case Summary & 20 Largest Unsecured Creditors

WORLDCOM INC: Qwest Wants to Recover Terminating Access Charges
WORLDCOM INC: Wants to Recover Excess Commission Payments to HSG
YOUTH AND FAMILY: Moody's Assigns Loss-Given-Default Ratings

* Cadwalader Wickersham Names 24 Attorneys as Special Counsels

* Upcoming Meetings, Conferences and Seminars

                             *********

ACE SECURITIES: Moody's Rates Class M-10 Sub. Certificates at Ba1
-----------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by ACE Securities Corp.  Home Equity Loan
Trust, Series 2006-FM2 and ratings ranging from Aa1 to Ba1 to the
mezzanine and subordinate certificates in the deal.

The securitization is backed by Fremont Investment & Loan
originated, adjustable-rate and fixed-rate, subprime mortgage
loans acquired by DB Structured Products, Inc.  The ratings are
based primarily on the credit quality of the loans and on
protection against credit losses by subordination, excess spread,
overcollateralization, and an interest-rate swap agreement.

Moody's expects collateral losses to range from 4.75% to 5.25%.

Countrywide Home Loans Servicing LP will service the mortgage
loans and Wells Fargo Bank, National Association will act as
master servicer.  Moody's has assigned Wells Fargo a servicer
quality rating of SQ1 as a master servicer of subprime mortgage
loans.

These are the rating actions:

   * ACE Securities Corp. Home Equity Loan Trust, Series 2006-FM2

   * Asset Backed Pass-Through Certificates

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


ADVENTURE PARKS: Foley & Lardner Okayed as Committee's Counsel
--------------------------------------------------------------
The Honorable John T. Laney III of the U.S. Bankruptcy Court for
the Middle District of Georgia in Valdosta authorized the Official
Committee of Unsecured Creditors appointed in Adventure Parks
Group LLC and its debtor-affiliates' chapter 11 cases to retain
Foley & Lardner LLP as its lead counsel.

Foley & Lardner will provide the Committee with legal advice with
respect to its powers and duties in connection with the affairs of
the estate of the Debtors and to perform certain legal services
for the Committee.

Specifically, Foley and Lardner will:

   a) serve as lead counsel, coordinating with local counsel;

   b) meet or otherwise confer with and provide the Committee with
      legal advice with respect to its statutory duties and powers
      in the Debtors' chapter 11 cases in all matters, but
      referring Georgia law issues primarily to local counsel;

   c) represent and appear at hearings on behalf of the Committee
      in all matters requiring the Committee participation, but
      permitting local counsel to attend hearings on routine,
      uncontested matters;

   d) negotiate with counsel for the Debtors, secured creditors,
      equity and executory contract parties on various matters;
      and

   e) perform other legal services as may be required and in the
      best interests of the unsecured creditors generally and
      the Committee.

Mark J. Wolfson, Esq., a partner at Foley & Lardner, disclosed
that the Firm's primary professionals bill:

      Professional               Hourly Rate
      ------------               -----------
      Attorneys                  $247 - $405
      Paraprofessionals              $153

Foley & Lardner's other professionals who will on the case will
bill the Firm's standard rates, subject to a 10% discount.

Mr. Wolfson assured the Court that Foley & Lardner holds no
interest adverse to the estate and is disinterested pursuant to
Sec. 101(14) of the Bankruptcy Code.

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


ADVENTURE PARKS: Committee Hires GlassRastner as Financial Advisor
------------------------------------------------------------------
The Honorable John T. Laney III of the U.S. Bankruptcy Court for
the Middle District of Georgia in Valdosta authorized the Official
Committee of Unsecured Creditors appointed in Adventure Parks
Group LLC and its debtor-affiliates' chapter 11 cases to retain
GlassRatner Advisory & Capital Group LLC as its financial advisor.

GlassRatner Advisory will assist in the analysis of the Debtors'
financial statements.

Specifically, Glassratner Advisory will:

   a) analyze the current financial position the Debtors;

   b) analyze the Debtors' business plans, cash flow projections,
      restructuring programs, selling, general, and administrative
      structure, and other reports or analyses prepared by the
      Debtors or its professionals in order to advise the
      Committee on the viability of the continuing operations and
      the reasonableness of projections and underlying assumptions
      with respect to industry and underlying assumptions with
      respect to industry and market conditions;

   c) analyze the financial ramifications of proposed transactions
      for which the Debtors seek Bankruptcy Court approval
      including, but not limited to, DIP financing,
      assumption and rejection of leases, management compensation
      and retention and severance plans, and potential sale
      transactions;

   d) analyze and advise at meetings with the Committee, its
      counsel and representatives of the Debtors;

   e) attend and advise the Committee and its counsel in the
      development, evaluation and documentation of any plan of
      reorganization or strategic transaction, including
      developing, structuring and negotiating the terms and
      conditions of potential plan or strategic transaction
      and the value of consideration that is to be provided to
      unsecured creditors;

   g) render expert testimony on behalf of the Committee; and

   h) provide such other services, as requested by the Committee
      and agreed to by GlassRatner Advisory.

Ian Ratner, a principal at GlassRatner Advisory, disclosed that
its professional fees are based on a $20,000 fixed monthly fee
plus 2.5% of aggregate distribution to holders of allowed general
unsecured trade claims in excess of 50% of the allowed claims.

Mr. Ratner assured the Court that GlassRatner Advisory does not
hold any interest adverse to the estate and is disinterested
pursuant to Sec. 101(14) of the Bankruptcy Code.

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


ALLIED HOLDINGS: Has Until March 16 to Remove Civil Actions
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
extended until March 16, 2007, Allied Holdings, Inc., and its
debtor-affiliates' period to remove civil actions.

Vivieon E. Kelley, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, said that enlarging the Removal Period will:

    -- provide the Debtors an opportunity to make informed
       decisions concerning the removal of causes of action;

    -- assure that the Debtors do not forfeit any of their rights
       under Section 1452 of the Judiciary Code; and

    -- permit the Debtors to continue focusing their time and
       energy on reorganizing.

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


AMERICAN CELLULAR: Fitch Rates Senior Secured Facility at BB-
-------------------------------------------------------------
Fitch assigns a rating of 'BB-' to American Cellular Corporation's
senior secured credit facility.

In addition, Fitch affirms the 'B-' Issuer Default Rating for
AmCell, Dobson Cellular Systems Inc. and the parent company,
Dobson Communications Corp.  Fitch downgrades the senior unsecured
notes at AmCell to 'B/RR3' from 'B+/RR2'.  The senior subordinated
notes are affirmed at 'CCC+/RR5'.  The Rating Outlook is Stable.

The IDR ratings at Dobson reflect its current leverage, smaller
scale as a regional operator, and the competitive operating
environment.  Fitch also believes a higher level of event risk is
present with potential universal service funding reform since USF
disbursements are a material percentage of total cash flow.
Positive offsets to these concerns include significantly improved
operating metrics at Dobson primarily driven by the nearing
completion of its GSM migration (86% of subscribers are GSM) as
well as the significant coverage and quality improvements made to
the company's GSM network.

The improvement experienced in operating metrics compared to a
year ago includes:

    -- Postpaid churn improved by 87 basis points to 1.95%;
    -- ARPU increased 5.1% to $49.2;
    -- Postpaid gross additions increased 9% to 92,100;
    -- Postpaid net additions increased to 11,300 compared to -
       34,500.

Performance at AmCell has improved from a year ago but not to the
extent of the consolidated results at Dobson.  While churn has
improved to the same level, gross additions were relatively flat
to a year ago and ARPU increased modestly.

The new senior secured credit facility consists of a:

    * five-year $50 million senior secured revolving credit
      facility,

    * seven-year $100 million senior secured multiple draw term
      loan, and

    * seven-year $100 million senior secured delayed draw term
      loan.

If AmCell has not repaid or refinanced its 10% senior notes by
Feb. 1, 2011, then the revolving credit facility and term loan
facilities will mature on Feb. 1, 2011.  AmCell has fully drawn
the multiple draw term loan and drawn $25 million on the revolving
credit facility.  Each term loan facility will amortize in an
amount equal to 0.25% per quarter beginning with the fourth
quarter of 2006. Financial covenants include a debt to EBITDA
limitation of 6.5 times (x) or less.  The credit facility is
guaranteed by ACC Holdings, LLC, AmCell's direct parent and by
each of AmCell's direct domestic subsidiaries except for Alton
CellTel Co Partnership.  Dobson or DCC does not provide any
guarantees for AmCell debt.  The credit facility is secured by a
first priority security interest in substantially all of the
tangible and intangible assets of American Cellular and its direct
subsidiaries as well as a pledge of AmCell's capital stock.
Borrowings under the credit facility have been used for the
Highland acquisition and spectrum auction purchases.  As a result
of the drawdowns on the credit facilities, leverage increased
slightly at Dobson to 6.5x at the end of the third quarter 2006.

Dobson's consolidated liquidity is stable, albeit modest, based on
its cash position and lack of near-term maturities.  Pro forma
cash at the end of the third quarter of 2006 was approximately
$102 million reflecting the Highland acquisition and debt
redemption.  Dobson's nearest material maturity is not until 2011.
The indentures with Amcell's 10% senior notes will not allow
restricted payments to Dobson until AmCell materially improves its
cash flow.  Therefore, DCS bondholders must rely on DCS cash
generation to service interest payments.  For 2006, Fitch expects
free cash flow at DCEL to be approximately $40-50 million.

The secured credit facility at AmCell was notched up three times
to reflect expectations for outstanding recovery prospects.  The
ratings for AmCell's senior unsecured notes of 'B/RR3' were
downgraded by one notch to reflect the diminished recovery
prospects.

Fitch has taken these rating actions:

Dobson Communications Corp.

    -- Issuer default rating affirmed at 'B-';

    -- $150 million senior floating rate notes affirmed at
       'CCC+/RR5';

    -- $160 million senior convertible debentures affirmed at
       'CCC+/RR5';

    -- $420 million senior notes affirmed at 'CCC+/RR5';

    -- $136 million convertible preferred stock affirmed at
       'CCC-/RR6'.

Dobson Cellular Systems Inc.

    -- Issuer default rating affirmed at 'B-';

    -- $75 million senior secured credit facility affirmed at
       'BB-/RR1';

    -- $500 million first priority secured notes affirmed at
       'BB-/RR1';

    -- $325 million second priority secured notes affirmed at
       'BB-/RR1'.

American Cellular Corporation

    -- Issuer default rating affirmed at 'B-';

    -- $250 million senior secured credit facility affirmed at
       'BB-/RR1';

    -- $900 million senior unsecured notes downgraded to 'B/RR3'
       from 'B+/RR2';

    -- $14.5 million senior subordinated notes affirmed at
       'CCC+/RR5'.


AMERIQUEST MORTGAGE: Fitch Downgrades Ratings on Four Issues
------------------------------------------------------------
Fitch Ratings has taken rating actions on these Ameriquest
Mortgage Securities Inc. and Argent Securities Inc. home equity
issues:

AMSI, Series 2003-8

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2, rated 'A+', placed on Rating Watch Negative;
    -- Class M3, rated 'A-', placed on Rating Watch Negative;
    -- Class M4, rated 'BBB+', placed on Rating Watch Negative;
    -- Class M5 downgraded to 'BB' from 'BBB';
    -- Class M6 downgraded to 'BB-' from 'BBB-'.

AMSI, Series 2004-R3

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'A-';
    -- Class M4 affirmed at 'BBB+';
    -- Class M5 affirmed at 'BBB';
    -- Class M6 downgraded to 'BB+' from 'BBB-';
    -- Class M7 downgraded to 'BB' from 'BB+'.

ARSI, Series 2004-PW1

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'AA';
    -- Class M3 affirmed at 'AA-';
    -- Class M4 affirmed at 'A+';
    -- Class M5 affirmed at 'A';
    -- Class M6 affirmed at 'A-';
    -- Class M7 affirmed at 'BBB+';
    -- Class M8 affirmed at 'BBB';
    -- Class M9 affirmed at 'BB';
    -- Class M10 downgraded to 'B' from 'B+';
    -- Class M11 downgraded to 'CC/DR2' from 'B'.

The affirmations, affecting approximately $663,488,805 of the
outstanding balances, are taken due to a satisfactory relationship
of credit enhancement to expected losses.

In AMSI series 2003-8, classes M2, M3 and M4 have been placed on
Rating Watch Negative and classes M5 and M6 (approximately $28.08
million outstanding in aggregate) are being downgraded due to
monthly losses which have generally exceeded excess spread and
caused deterioration in the overcollateralization amount.  As of
the October 2006 distribution, the OC amount of $11,912,243.27 is
below the target amount of $12,500,100. The OC is currently
providing only 2.4% CE and based on currently outstanding balance
for class M6, it only equals 0.50% of original balance.  The loss
to date, approximately 1.15% of original balance, is higher than
the industry average of 0.8%.

As of the cut-off date, the collateral for series 2003-8 had a
weighted average original loan-to-value of 78.74%, and all of the
loans from the trust were for the purpose of refinance.  The
balance of collateral in states which have averaged annual home
price appreciation below the national average has increased from
36% of current balance at origination to 56% of current balance in
October.

In AMSI series 2004-R3, classes M6 and M7 are being downgraded due
to monthly losses which have generally exceeded excess spread and
caused deterioration in the overcollateralization amount.  As of
the October 2006 distribution, the OC amount of $10,931,538 is
below the target amount of $15,000,009.  Fitch expects the
performance triggers to pass at the stepdown date of March 2007
and the OC target amount to continue to decrease, preventing CE as
a percentage of the current pool balances to build for the most
subordinate class.  The loss to date, approximately 1.32% of
original balance, is significantly higher than the industry
average of 0.55% and the delinquency rate of 15.78% exceeds the
industry average of 13.07%.

As of the cut-off date, the collateral for series 2004-R3 had a
weighted average original loan-to-value of 79.81%, and all of the
loans from the trust were for the purpose of refinance.  The
balance of collateral in states which have averaged annual home
price appreciation below the national average has increased from
35% of current balance at origination to 46% of current balance in
October.

In ARSI series 2004-PW1, classes M10 and M11 (approximately $9.275
million outstanding in aggregate) are being downgraded due to
monthly losses which have generally exceeded excess spread and
caused deterioration in the overcollateralization amount.  The OC
was expected to increase to approximately 2.85%, about $9,975,003,
of the aggregate original principal balance of the mortgage loans
but the transaction never reached its target.  The OC is currently
providing only 1.85 % CE, about $1,836,945.55, and based on
currently outstanding balance for class M11, it only equals 0.52%
of original balance.  The loss to date, approximately 1.69% of
original balance, is significantly higher than the industry
average of 0.55% and the delinquency rate of 20.84% exceeds the
industry average of 13.07%.

As of the cut-off date, the collateral for series 2004-PW1 had a
weighted average original loan-to-value of 92.77%, ranging from
85%-95% and all the loans from the trust were for the purpose of
purchases.  The balance of collateral in states which have
averaged annual home price appreciation below the national average
has increased from 35% of current balance at origination to 52% of
current balance in October.

The underlying collateral consists of fully amortizing 15 to 30
year fixed and adjustable rate mortgages secured by first liens on
one- to four-family residential properties extended to subprime
borrowers.  As of the October distribution date, the transactions
listed above are seasoned from 28 (2004-PW1) to 37 (2003-8)
months.  The pool factors (current principal balance as a
percentage of original) range approximately from 21% (2003-8) to
31% (2004-R3).

The Ameriquest Securities loans, the retail sector for the
Ameriquest Mortgage Securities Inc., were either originated or
acquired by Ameriquest Mortgage Company.  The Argent Securities
loans, the wholesale sector for the Ameriquest Mortgage Securities
Inc., were either originated or acquired by Argent Mortgage
Company, LLC or Olympus Mortgage Company.  Ameriquest Mortgage
Company serves as the servicer for the loans in both of these
sectors and is rated 'RPS2+' by Fitch.


ATARI INC: Secures Three-Year $15 Million Credit Facility
---------------------------------------------------------
Atari, Inc., entered into a new three-year secured revolving
credit facility with Guggenheim Corporate Funding, LLC, as the
administrative agent to a syndicate of lenders, which provides up
to $15 million of credit availability based upon accounts
receivables.

The Company expects that the Guggenheim credit facility will
provide funding for its current and reasonably foreseeable capital
requirements as it relates to working capital needs in the
ordinary course of business.

"The Guggenheim facility provides Atari with the working capital
flexibility to support our day-to-day operations," stated David
Pierce, President and Chief Executive Officer.  "Guggenheim is a
prestigious financial partner and Atari looks forward to building
on this partnership as we continue to execute on our strategy."

New York-based Atari, Inc. (Nasdaq: ATAR) --
http://www.atari.com/-- develops interactive games for all
platforms and is one of the largest third-party publishers of
interactive entertainment software in the U.S.  The Company's
1,000+ titles include franchises such as The Matrix(TM) (Enter
The Matrix and The Matrix: Path of Neo), and Test Drive(R); and
mass-market and children's franchises such as Nickelodeon's
Blue's Clues(TM) and Dora the Explorer(TM), and Dragon Ball
Z(R).  Atari, Inc. is a majority-owned subsidiary of France-
based Infogrames Entertainment SA (Euronext - ISIN: FR-
0000052573), the largest interactive games publisher in Europe.

                        *     *     *

                     Going Concern Doubt

As reported in the Troubled Company Reporter on July 3, 2006,
Deloitte & Touche LLP expressed substantial doubt about Atari,
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for the for the fiscal years
ended March 31, 2006 and 2005.  The auditing firm pointed to
Atari's significant operating losses and the expiration of its
line of credit facility.


BEAR STEARNS: Moody's Rates Class II-B-5 Certificates at Ba2
------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Bear Stearns Mortgage Funding Trust 2006-
AR3, and ratings ranging from Aaa to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by first lien, adjustable-rate,
negative amortization Alt-A mortgage loans originated by Bear
Stearns Residential Mortgage Corp. and EMC Mortgage Corporation .
The ratings are based primarily on the credit quality of the
loans, and on protection from subordination, excess spread, and
overcollateralization.

Moody's expects collateral losses to range from 1% to 1.2% for
Group I, and collateral losses to range from 0.95% to 1.15% for
Group II.

EMC will service the loans.  Moody's has assigned EMC its servicer
quality rating of SQ2 as primary servicer of prime loans.

These are the rating actions:

   * Bear Stearns Mortgage Funding Trust 2006-AR3

   * Mortgage Pass-Through Certificates, Series 2006-AR3

   -- Class I-A-1, Assigned Aaa
   -- Class I-A-2A, Assigned Aaa
   -- Grantor Trust Class I-A-2B, Assigned Aaa
   -- Underlying Class I-A-2B, Assigned Aaa
   -- Class I-A-3, Assigned Aaa
   -- Class I-X, Assigned Aaa
   -- Class I-B-1, Assigned Aaa
   -- Class I-B-2, Assigned Aa1
   -- Class I-B-3, Assigned Aa1
   -- Class I-B-4, Assigned Aa2
   -- Class I-B-5, Assigned A1
   -- Class I-B-6, Assigned A2
   -- Class I-B-7, Assigned A3
   -- Class I-B-8, Assigned Baa1
   -- Class I-B-9, Assigned Baa3
   -- Class II-A-1, Assigned Aaa
   -- Class II-A-2A, Assigned Aaa
   -- Grantor Trust Class II-A-2B, Assigned Aaa
   -- Underlying Class II-A-2B, Assigned Aaa
   -- Class II-A-3, Assigned Aaa
   -- Class II-B-1, Assigned Aaa
   -- Class II-B-2, Assigned Aa3
   -- Class II-B-3, Assigned A3
   -- Class II-B-4, Assigned Baa1
   -- Class II-B-5, Assigned Ba2


BEAR STEARNS: Moody's Rates Class B-4 Sub. Certificates at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Bear Stearns Asset Backed Securities I
Trust 2006-ST1, and ratings ranging from Aa2 to Ba2 to the
subordinate and mezzanine certificates in the deal.

The securitization is backed by SunTrust Mortgage, Inc. originated
fixed-rate Alt-A mortgage loans acquired by Federal National
Mortgage Association.

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination,
overcollateralization, and excess spread.

Moody's expects collateral losses to range from 1.8% to 2%.

SunTrust Mortgage, Inc. will service the loans, and Wells Fargo
Bank, N.A. will act as master servicer.  Moody's has assigned
SunTrust Mortgage, Inc. its servicer quality rating of SQ2+ as a
primary servicer of prime loans.

Furthermore, Moody's has assigned Wells Fargo Bank, N.A. its top
servicer quality rating of SQ1 as master servicer.

These are the rating actions:

   * Bear Stearns Asset Backed Securities I Trust 2006-ST1

   * Asset-Backed Certificates, Series 2006-ST1

                      Cl. A-1, Assigned Aaa
                      Cl. A-2, Assigned Aaa
                      Cl. M-1, Assigned Aa2
                      Cl. M-2, Assigned A1
                      Cl. M-3, Assigned A2
                      Cl. M-4, Assigned A3
                      Cl. B-1, Assigned Baa1
                      Cl. B-2, Assigned Baa2
                      Cl. B-3, Assigned Baa3
                      Cl. B-4, Assigned Ba2


BEAR STEARNS: S&P Holds Low-B Ratings on Six Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on one class
of commercial mortgage pass-through certificates from Bear Stearns
Commercial Mortgage Securities Trust 2003-PWR2.

Concurrently, ratings are affirmed on the remaining 17 classes
from the same series.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.
The upgrades of several senior certificates reflect the defeasance
of $89.1 million in collateral since issuance.

As of the Oct. 11, 2006, remittance report, the collateral pool
consisted of 100 loans with an aggregate trust balance of
$1.01 billion, compared with the same number of loans totaling
$1.067 billion at issuance.  The master servicer, Wells Fargo
Commercial Mortgage Servicing, reported primarily full-year 2005
financial information for 99% of the pool.  Based on this
information, Standard & Poor's calculated a weighted average debt
service coverage of 1.81x, up from 1.77x at issuance.  All of the
loans in the pool are current.  To date, the trust has not
experienced any losses.

The top 10 loans have an aggregate outstanding balance of
$418.2 million and a weighted average DSC of 1.9x, down from 1.92x
at issuance.

Standard & Poor's reviewed property inspections provided by the
master servicer for all of the assets underlying the top 10 loans,
and all of the properties were characterized as "good."

Credit characteristics for three of the loans in the pool continue
to be consistent with those of investment-grade obligations.
Credit characteristics for the Barrett Pavilion loan are no longer
consistent with those of an investment-grade obligation.

These are the details of these four loans:

   -- The largest exposure in the pool, 3 Times Square, is
      encumbered by a $154.5 million class A-1 note and a
      $94.2 million class B note.  The A note is divided into
      three pari passu pieces, $90.5 million of which serves as
      the trust collateral.  The loan is secured by a leasehold
      interest in a 883,405-sq.-ft. office property in Manhattan.
      The property serves as the U.S. headquarters for Reuters
      Group PLC.  Reuters' lease extends until Nov. 2021.
      Occupancy was 99% as of June 30, 2006.

   -- The third-largest exposure in the pool, the Barrett
      Pavilion loan, has a trust balance of $44 million.
      The interest-only loan is secured by a 461,255-sq.-ft
      retail property in Kennesaw, Georgia.  The sponsor of the
      loan and manager of the property is Inland Real Estate
      Trust Inc.  The loan appears on the watchlist because the
      second-largest tenant declared bankruptcy and rejected its
      lease.  The sponsor entered into a master lease for the
      space and is involved in advanced negotiations with
      prospective tenants.  The property reported a year-end 2005
      DSC of 2.82x.  Standard & Poor's adjusted net cash flow is
      down 14% from its level at issuance.

   -- The seventh-largest exposure in the pool, the Westside
      Centre loan, has a trust balance of $29.4 million.  The
      loan is secured by a fee interest in a 490,784-sq.-ft.
      retail property in Huntsville, Alabama.  Occupancy was 97%
      as of June 30, 2006.  Standard & Poor's adjusted NCF is 4%
      above the level at issuance.

   -- The 16th-largest exposure in the pool, the Dartmouth Towne
      Center loan, has a trust balance of $17 million.  The
      loan is secured by 200,276 sq. ft. of a 303,296-sq.-ft.
      retail property in North Dartmouth, MA.  For the six months
      ended June 30, 2006, the DSC was 2.02x. Standard & Poor's
      adjusted NCF is similar to its level at issuance.

In addition to the Barrett Pavilion loan, there are seven other
loans on the watchlist totaling $96.9 million.  The First Union
Plaza is the ninth-largest loan in the pool, with an outstanding
balance of $26.8 million (3%), and is secured by a 235,979-sq.-ft.
office property in Durham, North Carolina.  This loan is on the
watchlist because the collateral property reported a year-end
2005 DSC of 0.94x and because the largest tenant's leases expire
this month.

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

                          Rating Raised

    Bear Stearns Commercial Mortgage Securities Trust 2003-PWR2
  Commercial mortgage pass-through certificates series 2003-PWR2

                             Rating

          Class     To      From   Credit enhancement(%)
          -----     --      ----   ----------------------
          B         AA+     AA            11.62

                        Ratings Affirmed

   Bear Stearns Commercial Mortgage Securities Trust 2003-PWR2
Commercial mortgage pass-through certificates series 2003-PWR2

          Class    Rating       Credit enhancement(%)
          -----    ------       --------------------
          A-1      AAA                 14.26
          A-2      AAA                 14.26
          A-3      AAA                 14.26
          A-4      AAA                 14.26
          C        A                    8.85
          D        A-                   7.92
          E        BBB+                 6.73
          F        BBB                  5.68
          G        BBB-                 4.75
          H        BB+                  3.43
          J        BB                   2.91
          K        BB-                  2.38
          L        B+                   1.98
          M        B                    1.45
          N        B-                   1.19
          X-1      AAA                   N/A
          X-2      AAA                   N/A

                     N/A - Not applicable.


BENEDICT COLLEGE: Moody's Downgrades Rating on $45 Million Debt
---------------------------------------------------------------
Moody's Investors Service has downgraded the underlying rating of
Benedict College to B2 from B1 and placed the rating under review
for possible further downgrade.

This action affects $17.4 million of bonds issued through Richland
County, South Carolina, and $27.5 million of Series 2002 bonds
issued through the Educational Facilities Authority for Private
Nonprofit Institutions of Higher Learning of South Carolina,
leading to total rated debt of $45 million.

This downgrade reflects Moody's continued concern about the
College's debt structure now that the near term refinancing has
been completed and a heightened concern about the College's
liquidity position.  The Watchlist reflects ongoing uncertainty as
fall 2006 enrollment levels and associated tuition revenue is not
finalized, and the audit for fiscal year 2006 is conducted.

The College successfully refinanced $22.2 million of bank
financings which will lengthen the maturity of these notes and is
considered a positive by Moody's.

However, since the loan with the National Bank of South Carolina
is collateralized, Moody's continues to view the structure of the
College's debt as an additional risk for bond holders whose bonds
are secured by a general obligation of the College.  The College's
$22.2 million bank loan is secured by a collateral pledge of
endowment investments, including a $16 million certificate of
deposit held at the Bank.  This leaves bondholders with a
subordinate interest in the investments.

After year over year declines since 2002, fall 2006 enrollment is
essentially flat with 2005.  The College reported, as of early
October, 2,497 full time equivalent students were enrolled
compared 2,521 a year ago.  About 70 students at that time were
also on campus taking classes and awaiting clearance from
financial aid.

                            Outlook

Moody's Watchlist review will assess the College's FY2006
operating performance based on audited financial statements, as
well as forecasts for FY2007 operating performance in light of
finalized enrollment and tuition revenue information.  Enrollment
and tuition revenues from the fall and spring semesters are key
drivers of operating cash flow.

Moody's believes it is critical for Benedict to maintain
sufficient cash flow to cover debt service.  The College has very
limited liquidity and has relied heavily on bank financings for
liquidity needs, which were reflected on the balance sheet prior
to the debt restructuring.

Rated Debt:

Series 1998 and 1999 issued through Richland County, South
Carolina: B2 underlying; Aa3 long-term rating based on insurance
from Radian Asset Assurance, Inc.

Series 2002 issued through the Educational Facilities Authority
for Private Nonprofit Institutions of Higher Learning of South
Carolina: B2 underlying; Aa3 long-term rating based on insurance
from Radian Asset Assurance, Inc.


BEST MANUFACTURING: Wants Exclusivity Period Extended to April 6
----------------------------------------------------------------
Best Manufacturing Group LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of New Jersey to extend
until April 6, 2007, their exclusive period to file a chapter 11
plan of reorganization.

The Debtors also want the exclusive period to solicit acceptances
of that plan extended to June 6, 2007.

Kristina Doss, writing for Dow Jones Newswires, states that
without the Court's approval, the Debtors' exclusivity periods
will expire on Dec. 7, 2006, and Feb. 5, 2007, respectively.

According to Dow Jones, the Company wants more time to develop its
Chapter 11 Plan, because it has been:

   a) devoting significant resources to stabilizing its business
      operations,

   b) reducing overheard, and

   c) reinforcing relationships with vendors and customers.

Court papers show that the Debtors have been working closely with
crisis managers Glass & Associates Inc. and Houlihan Lokey Howard
& Zukin Capital Inc. to develop an "effective reorganization
strategy," which could include the sale of additional assets.

Ms. Doss relates that the Debtors, which have already sold their
retail-uniforms unit to Clipper Corp., said its professionals are
currently marketing its business for sale and negotiating with
potential buyers.  Until details of a sale are worked out, it
would have a hard time coming up with a Plan, the Debtors added.

The Court will convene a hearing until Nov. 30, 2006, to consider
the Debtors' request.

Headquartered in Jersey City, New Jersey, Best Manufacturing Group
LLC -- http://www.bestmfg.com/-- and its subsidiaries manufacture
and distribute textiles, career apparel and other products for the
hospitality, healthcare and textile rental industries.  The
Company and four of its subsidiaries filed for chapter 11
protection on Aug. 9, 2006 (Bankr. D. N.J. Case No. 06-17415).
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtors.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, and Brian L. Baker, Esq.,
and Stephen B. Ravin, Esq., at Ravin Greenberg PC, represent the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts of more than $100 million.


BLOCKBUSTER INC: Posts $24.7 Mil. Net Loss in 2006 Third Quarter
----------------------------------------------------------------
Blockbuster Inc. reported a $24.7 million net loss on $1.3 billion
of revenues for the third quarter ended Sept. 30, 2006, compared
with a $491.4 million net loss on $1.4 billion of revenues for the
same period in 2005.

The decrease in revenues in the third quarter of 2006 was a result
of a decrease in the company-owned store base compared with the
same period in 2005.  This decrease was mostly offset by a
$28 million decrease in selling, general and administrative
expenses.  The Company recognized a $336.1 million impairment of
goodwill and other long-lived assets in the third quarter of 2005,
none in the third quarter of 2006.

At Sept. 30, 2006, the Company's balance sheet showed $2.8 billion
in total assets, $2.1 billion in total liabilities, and
$702.6 million in total stockholders' equity.

Full-text copies of the Company's consolidated financial
statements for the quarter ended Sept. 30, 2006 are available for
free at http://researcharchives.com/t/s?14f8

                         About Blockbuster

Blockbuster Inc. -- http://www.blockbuster.com/-- provides
in-home movie and game entertainment, with more than 9,000 stores
throughout the Americas, Europe, Asia and Australia..

                            *    *    *

As reported in the Troubled Company Reporter on Oct. 11, 2006,
Moody's Investors Service affirmed its B3 Corporate Family Rating
for Blockbuster Inc. in connection with its implementation of the
new Probability-of-Default and Loss-Given-Default rating
methodology for the US and Canadian Retail sector.

Standard & Poor's Ratings Services lowered, in November 2005,
its corporate credit and bank loan ratings on Blockbuster Inc.
to 'B-' from 'B' and the subordinated note rating to 'CCC' from
'CCC+'. S&P said the outlook is negative.

Fitch downgraded, in August 2005, Blockbuster Inc.'s Issuer
default rating to 'CCC' from 'B+'; Senior secured credit
facility to 'CCC' from 'B+' with an 'R4' recovery rating; and
Senior subordinated notes to 'CC' from 'B-' with an 'R6'
recovery rating.


BOE HYDIS: Chapter 15 Petition Summary
--------------------------------------
Petitioner/Foreign
Representative: Hae Sung Park
                Grandville 211-dong, Suite No. 302
                #111 Koomi-dong
                Bundang-gu
                Sungnam-si
                South Korea

Debtor: BOE Hydis Technology Co., Ltd.
        San 136-1 Ami-ri, Bubal-eub
        Icheon-si Gyeonggi-do 467-701
        South Korea

Case No.: 06-52334

Type of Business: The Debtor manufactures TFT-LCD screens and
                  monitors, tablet PCs, laptops and notebooks.
                  The Debtor licenses their AFFS LCD technology to
                  a number of high profile electronics firms, such
                  as Samsung, Siemens, IBM, Dell, LG, and Hewlett-
                  Packard.  See http://www.boehydis.com/

Chapter 15 Petition Date: November 14, 2006

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Petitioner's Counsel: Lawrence Peitzman, Esq.
                      Peitzman, Weg and Kempinsky LLP
                      10100 Santa Monica Boulevard, Suite 1450
                      Los Angeles, CA 90067
                      Tel: (310) 552-3100

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million


CARRAWAY METHODIST: Sells Assets to Physicians Medical for $26.5MM
------------------------------------------------------------------
The Honorable Tamara O. Mitchell of the U.S Bankruptcy Court for
the Northern District of Alabama in Birmingham approved Carraway
Methodist Health Systems and its debtor-affiliates' sale of
substantially all of their assets free and clear of all liens,
claims, and encumbrances to Physicians Medical Center LLC for
$26.5 million.

Judge Mitchell also authorized the Debtors to assume and assign
unexpired leases and executory contracts.

A full-text copy of the 14-page list of assumed contracts is
available for free at http://ResearchArchives.com/t/s?14e8

Pursuant to the Physicians Medical Asset Purchase Agreement,
Physicians Medical will assume these liabilities:

   -- liabilities under the Debtors' provider agreement with the
      United States Department of Health and Human Services
      regarding Medicare reimbursements in an amount not to exceed
      $3.90 million;

   -- liabilities under the Assigned Executory Agreements,
      provided that the Debtors and Physicians Medical each will
      pay one-half of the cure costs at closing; and

   -- accrued employee wages and benefits.

Based in Birmingham, Alabama, Carraway Methodist Health Systems,
dba Carraway Methodist Medical Center -- http://www.carraway.org/
-- is a major teaching hospital, referral center and acute care
hospital that serves Birmingham and north central Alabama.  The
Company and its affiliates filed for chapter 11 protection on
Sept. 18, 2006 (Bankr. N.D. Ala. Case No. 06-03501).  Christopher
L. Hawkins, Esq., Helen D. Ball, Esq., and Patrick Darby, Esq., at
Bradley Arant Rose & White LLP, represent the Debtors.  No
Official Committee of Unsecured Creditors has been appointed in
this case.  When the Debtors filed for protection from their
creditors, they listed estimated assets between $10 million and
$50 million and estimated debts of more that $100 million.  The
Debtor's exclusive period to file a chapter 11 plan expires on
Jan. 16, 2007.


CABELA'S CREDIT: Fitch Rates $11.25 Million Class D Notes at BB+
----------------------------------------------------------------
Fitch rates Cabela's Credit Card Master Note Trust's series 2006-
III asset-backed notes as:

    -- $250.0 million class A-1 'AAA';
    -- $182.50 million class A-2 'AAA';
    -- $35.0 million class B 'A+';
    -- $21.25 million class C 'BBB+';
    -- $11.25 million class D 'BB+'.

The ratings are based on the quality of the receivables pool,
available credit enhancement, World's Foremost Bank's servicing
capabilities, and the sound legal and cash flow structures. Credit
enhancement totaling 13.50% for the class A-1 notes is derived
from 7.00% subordination of the class B notes, 4.25% subordination
of the class C notes, 2.25% subordination of the class D notes,
and a cash collateral account.  The class A-2 notes are supported
by a total of 13.50% credit enhancement, derived from 7.00%
subordination of the class B notes, 4.25% subordination of the
class C notes, 2.25% subordination of the class D notes, and a
CCA.  The class B notes are supported by a total of 6.50% credit
enhancement, derived from 4.25% subordination of the class C
notes, 2.25% subordination of the class D notes, and a CCA.  The
class C notes are supported by 2.25% subordination of the class D
notes, a spread account, and a CCA.  The class D notes are
supported by a spread account and a CCA.

Class A-1 noteholders will receive monthly interest payments at a
fixed annual rate of 5.26%, and class A-2, B, C, and D noteholders
will receive monthly interest payments of one-month LIBOR
(1mL)+0.05%, 1mL+0.20%, 1mL+0.40%, and 1mL+1.65% per annum,
respectively.  Noteholders will receive monthly interest payments
on the 15th business day of each month, commencing on December 15,
2006.

The ratings address the likelihood of investors receiving full and
timely interest payments in accordance with the terms of the
underlying documents and full repayment of principal by the
October 15, 2014 legal final termination date.  They do not
address the likelihood of principal repayment by the expected
maturity date of October 17, 2011 for class A-1, A-2, B, C, and D
notes.


CATHOLIC CHURCH: Lane & Waterman Hired as Davenport's Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Iowa
allowed the Catholic Diocese of Davenport to employ Lane &
Waterman LLP as its general reorganization and restructuring
counsel effective as of Oct. 10, 2006.

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Lane & Waterman will assist the Diocese in the:

   (a) negotiation and refinement of a plan of reorganization;

   (b) selection and coordination of the efforts of the experts,
       which may be employed by the Diocese to ascertain the
       values of the bankruptcy estate, and to perform other
       analyses as may be presented by the creditors and other
       interested parties in the case;

   (c) evaluation of personal and real property issues;

   (d) evaluation and advice on the unique aspects of the
       reorganization case and the relationship between the
       Bankruptcy Code and applicable law and the law governing
       the activities of a Roman Catholic Diocese; and

   (e) evaluation and prosecution, where appropriate, of any
       claims which may be asserted by the Diocese.

Charlene Maaske, Davenport's chief financial office, related that
the firm's professionals would be paid at these hourly rates:

          Professional                  Hourly Rate
          ------------                  -----------
          Richard A. Davidson, Esq.         $230
          R. Scott Van Vooren, Esq.         $230
          Catherine E. Hult, Esq.           $190

          Other Partners                $190 - $215
          Associates                        $150
          Paralegals                        $90

Ms. Maaske attested that the L&W is a "disinterested" person.  To
the best of the Diocese's knowledge, the L&W does not have any
connections with the Diocese or its creditors, or any other
parties-in-interest in the bankruptcy case.

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


CATHOLIC CHURCH: Portland Wants Hamilton's Scope of Work Expanded
-----------------------------------------------------------------
The Archdiocese of Portland in Oregon, the Tort Claimants
Committee and David A. Foraker, the legal representative of future
claimants in Portland's case, ask the U.S. Bankruptcy Court for
the District of Oregon to:

   (i) expand the scope of services to be provided by Hamilton,
       Rabinovitz & Alschuler, Inc., their independent expert, to
       include services relating to the estimation and valuation
       of unresolved present child sexual abuse tort claims; and

  (ii) increase, retroactively to May 21, 2006, the cap on HR&A's
       fees from $100,000 to $175,000 in the aggregate, without
       prejudice to the right of a party to seek additional
       increases on the cap.

Portland, et al., relate that through the period ended July 31,
2006, HR&A provided consulting services that have resulted in
billings totaling $112,508.  Through inadvertence, HR&A first
exceeded the $100,000 cap on May 22, 2006.  Robert Sims at HR&A
did not realize until August 22, 2006, that the firm's total
billings exceeded the cap.

Portland, et al., ask Judge Perris to excuse HR&A's neglect and
authorize an increase of the fee cap retroactively to May 21,
2006.

Portland, et al., recognize that HR&A's work in connection with
the estimation and valuation of future child abuse claims may be
helpful in matters relating to the estimation and valuation of
unresolved present child sexual abuse claims.

Portland and the Tort Committee, as well as the Court, have
considered the possibility of utilizing Mr. Sims' knowledge and
expertise in connection with the estimation of present child
sexual abuse claims, although it is not presently known how or to
what extent his services might become useful in that context.

In light of that possibility, and to avoid the need for filing an
additional application to authorize those services, Portland, et
al., suggest that the HR&A Appointment Order be supplemented.

                       U.S. Trustee Objects

Ilene J. Lashinsky, the United States Trustee for Region 14, asks
the Court to deny Portland, et al.'s request for retroactive
increase of HR&A's fee cap and for the proposed expanded scope of
firm's duties.

Pamela J. Griffith, the Assistant United States Trustee, explains
that Portland, et al.'s request does not satisfactorily explain
why HR&A failed to seek an increase of the fee cap in May 2006 and
why the proposed retroactive increase is appropriate.

Court Orders imposing fee limitations will be meaningless if
parties can receive their full fee notwithstanding violations of
the orders imposing the limitations, Ms. Griffith points out.

Ms. Griffith also contends that an expansion of HR&A's duties is
premature.  The need for and usefulness of the expanded services
is not presently known.

"The United States Trustee is concerned the HR&A's estimation of
present child sexual abuse claims might conflict with its previous
effort to estimate future child abuse claims.  The United States
Trustee opposes the expansion of HR&A's duties until and unless
HR&A can satisfactorily explain that no conflict will result from
estimating the claims of two groups who may have conflicting
claims to funds in this case," Ms. Griffith says.

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)


CENTENNIAL COMMS: Redeeming $20 Million of 10-3/4% Senior Notes
---------------------------------------------------------------
Centennial Communications Corp. will redeem $20 million aggregate
principal amount of its $145 million outstanding 10-3/4% senior
subordinated notes due Dec. 15, 2008.  The redemption will occur
on or about Dec. 15, 2006 at face value with no prepayment
penalties.

                About Centennial Communications

Headquartered in Wall, New Jersey, Centennial Communications
Corporation -- http://www.centennialwireless.com/-- provides
wireless communications with cellular licenses covering smaller
markets in the central United States.  Centennial also offers
personal communications services in the Caribbean, as well as
wireline and wireless broadband services.  It operates as a
competitive local-exchange carrier in Puerto Rico, offering
traditional and Internet-based phone service.  Centennial sold its
Puerto Rican cable operations in 2004.  Venture capital firm
Welsh, Carson, Anderson & Stowe (54%) and a unit of the Blackstone
Group (24%) are Centennial's controlling shareholders.

At Aug. 31, 2006, Centennial's balance sheet showed $1,433,497,000
in total assets and $2,498,651,000 in total liabilities resulting
in a $1,065,154,000 stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on Jul. 3, 2006,
Fitch assigned Centennial Communications Corp.'s issuer default
rating at 'B-' and senior unsecured notes rating at 'CCC/RR6'.
The rating outlook is stable.


CHARLES RIVER: Posts $16.6 Million Net Loss for 2006 Third Quarter
------------------------------------------------------------------
Charles River Laboratories International, Inc., reported net sales
from continuing operations increased 9% in the third quarter of
2006, to $264.7 million from $242.8 million in the third quarter
of 2005.  The sales increase was driven by Research Models &
Services sales increasing 7.3% and Preclinical Services sales
increasing 10.6%.  Foreign exchange contributed 1.2% to the net
sales growth.

Primarily as a result of a tax expense, the Company reported a
consolidated net loss for the third quarter of 2006 of
$16.6 million, compared with consolidated net income of
$32.1 million in the third quarter of 2005.

On a GAAP basis, net income from continuing operations for the
third quarter of 2006 was $32.1 million, compared with
$29.9 million for the third quarter of 2005.  Results for the
third-quarter of 2006 also included $2.4 million of stock option
expense.

On a non-GAAP basis, net income from continuing operations was
$38.1 million for the third quarter of 2006, versus $38 million
for the same period in 2005.  The non-GAAP net income for the
third quarter of 2006 excluded $8.8 million of amortization and
stock-based compensation costs associated with the acquisition of
Inveresk.

The Company's results from continuing operations, exclude results
of the Clinical Phase II - IV business and closure of the
Interventional and Surgical Services business, which are now
reported as discontinued operations.  Including $45.3 million of
income tax expense related to the sale of the Clinical Phase II -
IV business, the loss from discontinued operations was
$48.7 million in the third quarter of 2006.

Research Models and Services

Sales for the RMS segment were $127.6 million in the third quarter
of 2006, an increase of 7.3% from $118.9 million in the third
quarter of 2005.  Sales of In Vitro products increased in the
quarter, while Transgenic Services in the United States continued
to decline.

In the third quarter of 2006, the RMS segment's gross and
operating margins were lower than in the third quarter of last
year.  On both a GAAP and non-GAAP basis, the segment's gross
margin was 41.1%, compared to 42% for the third quarter of 2005,
and the operating margin was 28.8%, compared to 30.9% for the same
period last year.

Preclinical Services

Results for the Preclinical Services segment includes the Phase I
Clinical business.

Third-quarter net sales for the Preclinical Services segment were
$137.1 million, an increase of 10.6% from the $123.9 million in
the third quarter of 2005.

On a GAAP basis, the Preclinical segment's gross margin was 36.4%,
compared to 37.2% for the third quarter of 2005.  The operating
margin improved to 16.8% from 16.1%.  On a non-GAAP basis, which
excludes $8.6 million of amortization related to the Inveresk
acquisition, the third-quarter operating margin was 23% compared
to 24.6% for the third quarter of 2005.

Nine-Month Results

For the first nine months of 2006, net sales from continuing
operations increased by 7% to $786.7 million, compared to
$735.1 million in the same period in 2005.

On a GAAP basis, net income from continuing operations was
$93.4 million for the first nine months of 2006 compared to
$89.2 million for the same period in 2005.  Results for the first
nine months of 2006 included $9.2 million of stock option expense.

On a non-GAAP basis, net income from continuing operations was
$113.3 million for the first nine months of 2006 compared to
$115.4 million for the same period in 2005.  For the first nine
months of 2006, non-GAAP net income excluded $5.3 million for
cost-saving initiatives implemented in the second quarter of 2006
and $25.9 million of amortization and stock-based compensation
costs associated with the acquisition of Inveresk.

Non-GAAP net income for the first nine months of 2005 excluded
Inveresk-related charges of $37.8 million.

Including a loss of $184.4 million from discontinued operations,
of which $129.2 million resulted from the goodwill impairment
recorded in the first quarter of 2006 and $45.3 million was the
income tax expense associated with the sale of the Clinical Phase
II - IV business, the consolidated net loss for the first nine
months of 2006 was $91 million, compared to net income of
$91.6 million for the same period in 2005.

Stock Repurchase Program

Charles River presently has a stock repurchase authorization in
place from its Board of Directors, which provides for the purchase
of up to $300 million of its common stock.  As of Sept. 30, 2006,
the Company had approximately 66.9 million shares of common stock
outstanding.

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

                            *   *   *

As reported in the Troubled Company Reporter on June 21, 2006
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured debt rating to Charles River Laboratories International
Inc.'s $300 million 2.25% convertible senior notes due 2013.

The corporate credit rating is 'BB+' and the rating outlook is
positive.

As reported in the Troubled Company Reporter on Nov. 9, 2006,
Moody's Investors Service in connection with the implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sector,
confirmed its Ba1 Corporate Family Rating for Charles River
Laboratories International Inc.


CITIZENS COMMS: Frontier to Deploy Burnsville Wireless Service
--------------------------------------------------------------
Citizens Communications Company has reached agreement with the
Burnsville City Council to deploy its Frontier Mobile wireless
broadband data service throughout the city.

The company's agreement with Burnsville allows for scaleable,
cost-efficient additions designed to expand network coverage as
needed.  The Company disclosed that the Burnsville Council, led by
Mayor Elizabeth Kautz, approved granting Frontier access to
rights-of-way and city facilities on which to locate equipment.
The use of city-owned infrastructure for networks helps to ensure
maximum coverage within the City.

Burnsville is a suburb located south of the Twin Cities of
Minneapolis and St. Paul, with a population of more than 60,000.

John Lass, senior vice president and general manager for the
Central Region, said, "Burnsville is home to Frontier
Communications' Central Region and was recently selected as one of
the company's core call centers, so we are especially proud to
bring Frontier Mobile service to the community,"

According to Mayor Kautz, "Our relationship with Frontier
Communications is a first step in achieving our goal to be
competitive globally on the telecommunications front; it will also
meet our goal to make available to our citizens a broadband
Internet choice that is affordable for them.  We are delighted
with our partnership with Frontier Communications and look forward
to a very successful relationship."

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

                         *     *     *

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

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


CLEAR CHANNEL: Receives Two Competing Takeover Bids
---------------------------------------------------
Clear Channel Communications Inc. received two competing takeover
bids that valued the company at over $17 billion, reports said.

The Company received a bid from a set of investors consisting of
Blackstone Group LP, Kohlberg Kravis Roberts & Co., and Providence
Equity Partners Inc.

The Company also received an opposing bid from a leverage buyout
group consisting of Bain Capital LLC and Thomas H. Lee Partners
LP.  Texas Pacific Group, a previous member of the team, was not
part of the proponents.

Apollo Management LP and Carlyle Group and Cerberus Capital
Management LP and Oak Hill Capital Partners were considering
bidding for the company, reports said.

San Antonio, Tex.-based Clear Channel Communications, Inc.
(NYSE: CCU) -- http://www.clearchannel.com/-- is a media and
entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's businesses
include radio, television and outdoor displays.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service placed the (P)Ba2 Multiple Seniority
Shelf Rating for Clear Channel Communications Inc. on review for
possible downgrade.


CLEAR CHANNEL: Discloses New International Management Team
----------------------------------------------------------
Clear Channel Outdoor disclosed a new management team for its
international business units.  The members of the newly named
management team will report to global president and chief
operating officer, Paul Meyer.

The management team includes:

   * Jonathan Bevan, international chief financial officer and
     director of corporate development;

   * Barry Sayer, newly appointed regional president for the
     United Kingdom, Ireland, and the company's 13 African
     markets, including South Africa;

   * Hubert Janvier, newly appointed regional president,
     Southern Europe, which includes France, Spain, Italy, and
     Belgium;

   * Rickard Hedlund, newly appointed regional president,
     Northern and Eastern Europe; and

   * Mark Thewlis, regional president, Asia Pacific.

Barry Sayer, who has been serving concurrently as chief executive
officer for the company's African business and interim CEO for the
United Kingdom, has also been named the UK's permanent CEO.
Rickard Hedlund was previously the company's CEO for Northern
Europe.  Hubert Janvier had been the company's CEO for Belgium and
Spain.

"I am confident that we now have a truly outstanding management
team in place to oversee the continued growth of our international
business units," Mr. Meyer stated.

"Each of our regional presidents has a strong operating track
record and brings a hands-on management style that will ensure we
are sharing best practices among our international business units
and with the Americas.

"Together with Jonathan Bevan, they will have a critically
important role in shaping our global strategy for the continued
success of our business internationally."

San Antonio, Tex.-based Clear Channel Communications, Inc.
(NYSE: CCU) -- http://www.clearchannel.com/-- is a media and
entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's businesses
include radio, television and outdoor displays.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service placed the (P)Ba2 Multiple Seniority
Shelf Rating for Clear Channel Communications Inc. on review for
possible downgrade.


COMPLETE RETREATS: Amends Ableco DIP Pact, Gets $2MM Add On Loan
----------------------------------------------------------------
As Complete Retreats LLC and its debtor-affiliates prepared to
close under its debtor-in-possession financing facility agreement
with Ableco Finance LLC, they determined that, among other things,
their estimates of various expenses that must be paid or escrowed
upon closing, including legal fees for secured lenders, closing
costs, title costs, and transfer taxes, were dramatically
understated.

Moreover, the Debtors underestimated the amount of reserves on
availability that would be required by Ableco.

To obtain the additional liquidity they need to operate their
business in the upcoming months, the Debtors engaged in further
discussions and negotiations with Ableco, their existing
secured lenders, and other parties.

As a result, Ableco agreed to lend the Debtors an additional
$2,000,000 so that the Ableco DIP Financing Facility would now
provide up to a total loan of $82,000,000.  Ableco also agreed to
reduce certain required reserves on availability by approximately
$4,000,000.

In exchange for the additional liquidity, the Debtors agreed to
modify the Ableco DIP Facility so that $5,000,000 of the DIP loan
would have a higher interest rate than the remaining portion.

The Debtors believe that the additional liquidity will afford them
sufficient time to finish their review of investor proposals,
formulate an appropriate exit strategy, and facilitate and
consummate their prompt exit from bankruptcy.

Accordingly, the Debtors obtained the U.S. Bankruptcy Court for
the District of Connecticut's permission to amend the Ableco DIP
Facility.

The Honorable Alan H.W. Shiff authorized the Debtors to:

   -- incur postpetition indebtedness up to an aggregate
      principal amount of $82,000,000;

   -- pay interest with respect to a $5,000,000 portion of the
      Ableco DIP Facility term loan portion at a rate of 20% per
      annum;

   -- amend the definition of the term "Borrowing Base" and the
      release of certain reserves to provide the Debtors with
      approximately $4,000,000 of incremental liquidity; and

   -- amend the definition of "Holdback" to mean $2,000,000 or a
      greater amount as may be agreed to by The Patriot Group,
      LLC.

In addition, the Court permitted Ableco, in its sole discretion,
to advance funds or other extensions of credit in excess of any
Budget, Budget Amount, Material Deviation formulae, or other
terms and conditions, provided that the principal amount of those
advances will not exceed $82,000,000.

As reported in the Troubled Company Reporter on Nov. 1, 2006, the
Court authorized the Debtors to borrow up to $80,000,000 from
Ableco as administrative and collateral agent, and certain other
lenders, on a final basis.

All objections to the Ableco DIP Financing have been withdrawn or
overruled.

The Court permitted the Debtors to repay prepetition obligations
and existing DIP obligations, which payments will be without
prejudice to the rights of the Debtors, the Official Committee of
Unsecured Creditors or any other party-in-interest.

Each Prepetition Lender and each Existing DIP Lender were expected
to provide the Debtors, no later than 3:00 p.m. on the business
day immediately preceding the Closing of the Ableco DIP Financing
Facility, a written pay-off letter setting forth their Prepetition
Indebtedness or Existing DIP Indebtedness.

The Court noted that LPP Mortgage Ltd. delivered its proposed
pay-off statements to the Debtors, the Creditors Committee, and
Ableco on Oct. 27, 2006.

With the first advance of funds under the Ableco DIP Financing
Facility, Judge Shiff directed the Debtors to pay, in full, to
each Prepetition Lender and each Existing DIP Lender their full
Pay-Off Amount.

Judge Shiff authorized the Debtors to withhold payment of
$2,000,000 to The Patriot Group LLC.  The Holdback will accrue
interest at the rate specified in the Patriot Prepetition Loan
Documents.

The Court preserved the Creditors Committee's rights to challenge
the Pay-Off Amounts and the reasonableness of any professional
fees, expenses or claim for payment of interest at a default
rate.

As adequate protection for the diminution in the value of
Patriot's interest in the Patriot Prepetition Collateral, and to
secure the prompt payment and performance of the Holdback and all
other Remaining Patriot Prepetition Indebtedness and Remaining
Existing DIP Loan Obligations owed to Patriot, the Court granted
Patriot the Patriot Replacement Lien and the Patriot Super-
Priority Claim that is equal or subordinate only to the Carve-Out
and the Super-Priority Claims of Ableco and the Postpetition
Lenders.

Judge Shiff also authorized the Debtors to pay homeowner
association fees, condominium fees and similar fees that accrued
prepetition, up to $80,000, in connection with obtaining title
insurance with respect to the closing of Ableco DIP Financing
Facility that was proposed to occur on Oct. 31, 2006.

The Final DIP Order is without prejudice to Christopher Stevens'
rights to pursue claims for the imposition of a constructive
trust with respect to funds he paid to the Debtors amounting to
$750,000.

The term of the Ableco DIP Facility will be through the earliest
of:

     (i) April __, 2008;

    (ii) the date of substantial consummation of a confirmed plan
         of reorganization; or

   (iii) the date on which the loans become due and payable in
         accordance with the terms of the loan documents.

A full-text copy of the Final DIP Order on the Ableco DIP
Financing Facility is available for free at:

                http://researcharchives.com/t/s?143f

A full-text copy of the Approved Ableco DIP Financing Facility is
available for free at:

                http://researcharchives.com/t/s?1440

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  No estimated assets
have been listed in the Debtors' schedules, however, the Debtors
disclosed $308,000,000 in total debts.  (Complete Retreats
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COMPLETE RETREATS: Wants Patriot & Footbridge Agreements Approved
-----------------------------------------------------------------
In August 2006, the U.S. Bankruptcy Court for the District of
Connecticut authorized Complete Retreats LLC and its debtor-
affiliates to obtain $12,000,000 in postpetition financing from
The Patriot Group, LLC, and LPP Mortgage Ltd.  The Patriot DIP
Order provided the Official Committee of Unsecured Creditors with
certain rights to investigate and bring actions against each the
Debtors' prepetition lenders.

Patriot is an agent under a prepetition loan facility with the
Debtors.  Footbridge Limited Trust is a participant in the
Patriot Facility.

The Committee has been and is conducting an investigation of
Patriot and Footbridge, in accordance with the Patriot DIP Order,
to determine the existence of potential claims that it could
assert against the Prepetition Lenders, Joel Levitin, Esq., at
Dechert LLP, in New York, relates.

                     Rule 2004 Exam on Patriot

In line with its investigation, the Committee has sought and
obtained the Court's permission to perform an examination
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure on Patriot.

The Committee seeks discovery from Patriot, among other things:

   -- an account history of financing of or credit advanced to
      the Debtors within the six months before the Petition Date;

   -- lists purporting to identify original notes and
      corresponding mortgages and the amount of debt allocated to
      each property or property interest of the Debtors; and

   -- contracts, agreements, arrangements, communications and
      settlements of any kind between Patriot and the Debtors.

                      The Settlement Agreement

In order to obtain capital to fund their operations and to avoid
the uncertainty and costs associated with litigation, the
Debtors, the Committee, Century Corporation Limited, and Private
Retreats Paradiso Ltd., engaged in negotiations with Patriot,
Footbridge, and the Lenders' officers, representatives,
subsidiaries, investors and financing participants.

Century Corp. and Private Retreats Paradiso are Nevisian
subsidiaries and affiliates of the Debtors who own real property
that serves as a portion of the collateral for the prepetition
and DIP financing that Patriot advanced to the Debtors.

Accordingly, the Debtors and the Committee sought and obtained
the Court's permission, pursuant to Rule 9019 of the Federal
Rules of Bankruptcy Procedure, to enter into a Settlement
Agreement and Release with Patriot and Footbridge.

Upon the effective date of the Settlement Agreement, Patriot and
Footbridge will pay the Debtors $1,000,000, in the aggregate, in
full and final settlement of all disputes and controversies
between the parties.  Patriot will pay $750,000 of the Settlement
Amount while Footbridge will pay the remaining $250,000.

In return, the Debtors and the Committee will release and forever
discharge Patriot and Footbridge of and from any and all claims,
demands, debts, obligations, rights, actions, causes of action,
damages or liabilities, which they have or could have against
Patriot and Footbridge.

The releases as they relate to Footbridge's financing
participants, Great Sound Realty and Lantana Resort Limited, will
be effective only as to claims, causes of action or other rights
of recovery arising as of and subsequent to the March 8, 2006 LMC
Acquisition, when Grosvenor Trust Company Limited, as trustee for
Footbridge, purchased 100% of the membership interests in DR
Lantana Management, LLC, from Debtor Preferred Retreats, LLC.

The Debtors and the Committee concede that the payoff amounts set
forth in an October 30, 2006 payoff letter from Patriot are
valid, approved, and not subject to review, reduction or
challenge of any kind.

Nothing in the Agreement, however, will be construed to affect,
in any way, the rights of any of the Released Parties to assert
claims against the Debtors, Paradiso, and Century.

                   Termination of Investigation

The Debtors and the Committee will terminate the investigation on
Patriot and Footbridge.  Moreover, the Debtors and the Committee
will have no further right to re-open the investigation for
potential claims.

The Committee further agrees to withdraw, with prejudice, its
motions for Rule 2004 examinations on Patriot and John C. Howe,
Patriot's former principal.

                   Validity of Patriot's Claims

Under the Agreement, the Debtors and the Committee acknowledge
that the proofs of claim filed by Patriot in the Debtors'
bankruptcy cases are accurate as to amount and secured status and
not subject to any objection, defense, setoff claims, claim of
recoupment, subordination or recharacterization.

The Debtors and the Committee further acknowledge that Patriot's
proofs of claim are allowed as filed.

A 17-page copy of the Patriot/Footbridge Settlement Agreement and
Release is available for free at:

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

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  No estimated assets
have been listed in the Debtors' schedules, however, the Debtors
disclosed $308,000,000 in total debts.  (Complete Retreats
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CONEXANT SYSTEMS: Prices $275 Million Senior Secured Notes
----------------------------------------------------------
Conexant Systems, Inc., priced of its offering of $275 million
aggregate principal amount of floating rate senior secured notes
due 2010 to qualified institutional buyers pursuant to Rule 144A,
or in offshore transactions pursuant to Regulation S, under the
Securities Act of 1933.

The Company disclosed that the offering size was increased from
$250 million.  The sale of the notes is expected to close on
Nov. 13, 2006, subject to customary closing conditions.

The notes will bear interest, payable and reset quarterly, at a
rate per annum equal to three-month LIBOR plus 3.75%.  The notes
will be guaranteed by certain domestic subsidiaries of the company
and secured by first-priority liens on substantially all of the
assets of the company and the subsidiary guarantors.

The company intends to apply the net proceeds from the offering,
together with available cash, cash equivalents and marketable
securities on hand, to repay at maturity or otherwise retire its
outstanding 4% convertible subordinated notes due Feb. 1, 2007.
The notes and related guarantees have not been registered under
the Securities Act of 1933, as amended, or applicable state
securities laws, and unless so registered may not be offered or
sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act and applicable
state securities laws.

Headquartered in Newport Beach, California, Conexant Systems, Inc.
(NASDAQ: CNXT) -- http://www.conexant.com/-- is a fables
semiconductor company.  The company has approximately 2,400
employees worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006
Moody's Investors Service assigned a B1 rating to the senior
secured floating rate notes and a Caa1 rating to the corporate
family rating of Conexant Systems Inc.

Moody's also assigned a Probability of default rating of Caa1, a
LGD-2 rating for the senior secured notes and a SGL-3 speculative
grade liquidity rating.  The rating outlook is stable.


CONTINENTAL AIRLINES: Inks Underwriting Pact with Morgan Stanley
----------------------------------------------------------------
Continental Airlines, Inc., entered into an underwriting agreement
with Morgan Stanley & Co. Incorporated, as representative of the
several underwriters named therein, in connection with the
issuance and sale by the Company of $200 million aggregate
principal amount of 8.75% Notes due 2011.

The Company expects delivery of the Notes will be made under the
Underwriting Agreement on or about Nov. 13, 2006.

The Company is offering the Notes pursuant to the Prospectus
Supplement, dated Nov. 8, 2006, which forms a part of the
Company's automatic shelf registration statement on Form S-3 filed
with the Securities and Exchange Commission.

A full text-copy of the Underwriting Agreement may be viewed at no
charge at http://ResearchArchives.com/t/s?14e9

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

                          *     *     *

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

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

As reported in the Troubled Company Reporter on Nov. 10, 2006
Moody's Investors Service assigned ratings of Caa1, LDG5-75% to
the $200 million of senior unsecured notes issued by Continental
Airlines, Inc.'s.  Moody's affirmed the B3 corporate family
rating.  The outlook is stable.


COUNTY CONDUIT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: County Conduit Corp.
             195 Main Street
             PO Box 297
             Hurleyville, NY 12747

Bankruptcy Case No.: 06-36221

Chapter 11 Petition Date: Nov. 13, 2006

Court: Southern District of New York (Poughkeepsie)

Debtor's Counsel: Gerald Orseck, Esq.
                  Orseck Law Offices
                  1924 State 204 Route 52
                  P.O. Box 469
                  Liberty, NY 12754
                  Tel: (845) 292-5800
                  Fax: (845) 292-6749

Total Assets: $3,040,035

Total Debts:    $918,791

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Henry Christensen, Esq.       Judgment taken in         $281,954
PO Box 308                    the matter of Sandee
Middletown, NY 10940          Friedland v. County
                              Conduit Corp.

Internal Revenue Service      taxes (est)               $127,000
Box 266, Niagara Sq. Station
111 W. Huron Street, Room 309
Buffalo, NY 142012301

Robert Freiberg                                          $57,000
PO Box 424
Smallwood, NY 12778

Orseck Law Offices            legal fees                 $55,000
PO Box 469
Liberty, NY 12754

Steven DeCarlo                Lillian Kapelow-           $54,712
All County Title              assignment of judgment
444 Broadway, Suite 5         Ashkenazie, et al v.
Monticello, NY 12701          Friedland

County of Dutchess            real property taxes        $45,000
22 Market Street
Poughkeepsie, NY 12601

County of Sullivan            real property taxes        $30,000
Government Center
Monticello, NY 12701

Larry Licari                                             $24,375
571 9th Street #4C
Brooklyn, NY 11215

NYS Dept of Taxation &        taxes (est)                $15,000
Finance
PO Box 5300
Albany, NY 12205

P&M Accounting                                           $12,500
456 Broadway
Monticello, NY 12701

Donna Blau                                                $8,125
201 E 21st Street #11M
New York, NY 101106419

Jack Pale                                                 $8,125
2115 Montvale Court West
Seattle, WA 98199


CSFB HOME: S&P Downgrades Rating on Class B-2 Certificates to BB
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B-2
from CSFB Home Equity Asset Trust 2003-2.  Concurrently, the
ratings on classes B-1 and B-2 are placed on CreditWatch with
negative implications.

In addition, the ratings on the other three classes from this
series are affirmed.

The downgrade and CreditWatch negative placements are based on
deteriorating performance that has continued to allow losses to
outpace excess interest and erode available credit support.  As of
the Oct. 2006 remittance report, cumulative losses totaled 2.08%
of the original pool balance and had eroded overcollateralization
to $2.2 million, which is below its current target of
$2.75 million.  The resulting credit support percentages for
classes B-1 and B-2 are projected to be lower than the original
percentages at the corresponding rating levels.  Severely
delinquent loans total approximately $11.7 million, or 19.92% of
the current pool balance, which has been paid down to 10.64% of
the original balance.

Standard & Poor's will continue to closely monitor the performance
of the classes with ratings on CreditWatch negative. If losses
decline to a point at which they no longer outpace excess
interest, and the level of o/c has not been further eroded, the
rating agency will affirm the ratings and remove them from
CreditWatch.

Conversely, if losses continue to outpace excess interest, the
rating agency will take further negative rating actions.

Credit support is provided by subordination, o/c, and excess
interest cash flow.  The collateral for this transaction consists
of subprime closed-end, fixed- and adjustable-rate, first- and
second-lien mortgage loans with original terms to maturity not
greater than 30 years.

          Rating Lowered And Placed On Creditwatch Negative

                CSFB Home Equity Asset Trust 2003-2

                                   Rating
                                   ------
                  Class     To               From
                  -----     --               ----
                  B-2       BB/Watch Neg     BBB

               Rating Placed On Creditwatch Negative

                CSFB Home Equity Asset Trust 2003-2

                                  Rating
                                  ------
                  Class   To                  From
                  -----   --                  ----
                   B-1     BBB+/Watch Neg     BBB+

                        Ratings Affirmed

               CSFB Home Equity Asset Trust 2003-2

               Series     Class            Rating
               ------     -----            ------
               2003-2     M-1              AA
               2003-2     M-2              A+
               2003-2     M-3              A


CVS CORPORATION: Moody's Puts Ratings on Review and May Upgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of eight securities
supported by CVS Corporation lease obligations on review for
possible upgrade:

   * CVS Credit Lease Backed Pass-Through Certificates

     -- Series A-1, $158,700,000, currently rated Baa2; on
        review for possible upgrade

     -- Series A-2, $125,000,000, currently rated Ba1; on review
        for possible upgrade

     -- CVS Lease-Backed Pass-Through Certificates, Series 2001,
        $241,784,170, currently rated Baa2; on review for
        possible upgrade

     -- CVS Lease-Backed Pass-Through Certificates,
       Series 2002-1, $245,371,101, currently rated Baa2; on
       review for possible upgrade

     -- CVS Lease-Backed Pass-Through Certificates,
        Series 2003-1, $117,832,023, currently rated Baa2; on
        review for possible upgrade

     -- CVS Leased-Backed Pass-Through Certificates,
        Series 2003-2, $285,699,572, currently rated Baa2; on
        review for possible upgrade

     -- CVS Lease-Backed Pass-Through Certificates,
        Series 2004-1, $474,341,341, currently rated Baa2; on
        review for possible upgrade

     -- CVS Lease-Backed Pass-Through Certificates, Series 2005,
        $379,197,066, currently rated Baa2; on review for
        possible upgrade

The review for possible upgrade was triggered by CVS's senior
unsecured debt rating being placed on review for possible upgrade
by Moody's on Nov. 2, 2006.  The rating action is prompted by the
announcement that drugstore retailer CVS and pharmacy benefits
manager Caremark Rx, Inc. intend to merge, and Moody's belief that
the credit quality of CVS may improve as a result of the
transaction.

Headquartered in Woonsocket, Rhode Island, CVS currently operates
about 6,205 drug stores in 44 states and the District of Columbia.


DAIMLERCHRYSLER: Suspends Some Senior Managers at Bus Unit
----------------------------------------------------------
DaimlerChrysler has suspended some senior managers in its bus
division because of "irregularities."

Wolfgang Diez, chief executive officer and president of EvoBus
GmbH and head of DaimlerChrysler Buses, also resigned for personal
reasons.

Andreas Renschler, head of DaimlerChrysler's heavy truck division,
will take over Mr. Diez's duties until a successor is found,
German magazine WirtschaftsWoche reported.

                       About DaimlerChrysler

DaimlerChrysler AG -- http://www.daimlerchrysler.com/-- engages
in the development, manufacture, distribution, and sale of various
automotive products, primarily passenger cars, light trucks, and
commercial vehicles worldwide.  It primarily operates in four
segments: Mercedes Car Group, Chrysler Group, Commercial Vehicles,
and Financial Services.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler, Jeep,
and Dodge brand names.  It also sells parts and accessories under
the MOPAR brand.

The Chrysler Group is facing a difficult market environment in the
United States with excess inventory, non-competitive legacy costs
for employees and retirees, continuing high fuel prices and a
stronger shift in demand toward smaller vehicles.  At the same
time, key competitors have further increased margin and volume
pressures -- particularly on light trucks -- by making significant
price concessions.  In addition, increased interest rates caused
higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and cut
costs in the short term are being examined at all stages of the
value chain, in addition to structural changes being reviewed as
well.


DANA CORP: Court Lifts Stay Allowing Franklin to Terminate Pacts
----------------------------------------------------------------
In October 2006, Franklin Fueling Systems Inc. asked the United
States Bankruptcy Court for the Southern District of New York to,
among others, modify the automatic stay to permit it to
immediately terminate three agreements it entered into with Dana
Corporation and its debtor-affiliates in November 2005:

   (1) A Supply Agreement requiring the Debtors to supply certain
       in-ground flexible fuel pipe to FFS;

   (2) A Bailment Agreement relating to certain of FFS' property
       to be used by the Debtors in the manufacture of the piping
       products; and

   (3) An Equipment Sale Agreement to convey certain used
       equipment to FFS.

Accordingly, the Court directed the Debtors to provide Franklin
Fueling a report of their expert's opinions for testimony and that
expert's related information not later than Nov. 10, 2006.

Franklin may also make use of expert rebuttal testimony, and by
no later than Nov. 17, 2006, provide the Debtors with a report of
its expert's opinions for testimony and that expert's related
information.

The Court also established these dates to govern the discovery
process with regards to the Debtors and Franklin:

   Nov. 17, 2006 -- Close of written discovery

   Nov. 28, 2006 -- Close of fact witness deposition
                        discovery

   Dec. 1, 2006  -- Close of expert witness deposition
                        discovery

   Dec. 11, 2006 -- Deadline to file pre-hearing briefs,
                        witness identification lists, hearing
                        exhibit identification lists and any
                        stipulations of facts

   Dec. 18, 2006 -- Evidentiary hearing

The Court ruled that the parties may agree with each other to
extend any scheduled dates without the need to amend the Agreed
Scheduling Order or to obtain the Court's permission in advance.

The Court clarified that the authority to extend the scheduled
dates does not apply to the Dec. 11, 2006, deadline for pre-
hearing briefs and related submissions or the Dec. 18, 2006,
hearing date.

The parties have also agreed to enter into a Court-approved
protective order for confidential information exchanged among
them in the current matter.  Confidential Information will refer
to any information which contains trade secrets, know-how,
proprietary data, research, development or other confidential
commercial information.

Confidential Information designated as "CONFIDENTIAL" may only be
disclosed to the parties' outside counsel of record and in-house
counsel, the parties' officers and employees to a limited extent,
consultants and experts retained for the matter, actual or
potential witnesses, and the Court.

The Court previously authorized the Debtors and Franklin to
conduct discovery pursuant to Rules 7026, 7028 and 7037 of the
Federal Rules of Bankruptcy Procedure.

The Court directed the Debtors to serve written responses and any
privilege, and make responsive, non-privilege documents available
for Franklin's inspection and copying no later than Nov. 2, 2006.

The Court permitted either party to serve additional document
requests, interrogatories or requests for admissions; provided
that:

   (i) neither Party may serve more than 25 interrogatories in
       total or 150 document requests in total, including
       discrete subparts as to both; and

  (ii) all document requests, interrogatories or requests for
       admissions must be served so that the deadline for
       responses is no later than the date for the close of
       written discovery.

The responding Party must serve written responses and any
privilege logs, and make responsive, non-privileged documents
available for inspection and copying by the requesting Party no
later than 15 days after service of the requests.

                      About Dana Corporation

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


DANA CORPORATION: Releases Third Quarter 2006 Financial Results
---------------------------------------------------------------

                        Dana Corporation
         Unaudited Condensed Consolidated Balance Sheet
                    As of September 30, 2006

ASSETS

CURRENT ASSETS
Cash and cash equivalents                          $785,000,000
Accounts receivable
    Trade                                         1,266,000,000
    Other                                           224,000,000
Inventories                                         732,000,000
Assets of discontinued operations                   458,000,000
Other current assets                                238,000,000
                                                 --------------
       Total current assets                       3,703,000,000

Investments and other assets                      1,316,000,000
Investments in equity affiliates                    627,000,000
Property, plant and equipment, net                1,805,000,000
                                                 --------------
       TOTAL ASSETS                              $7,451,000,000
                                                 ==============

LIABILITY AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
    Notes payable                                  $478,000,000
    Accounts payable                                861,000,000
    Liabilities of discontinued operations          209,000,000
    Other accrued liabilities                       745,000,000
                                                 --------------
       Total current liabilities                  2,293,000,000

Liabilities subject to compromise                 3,970,000,000
Deferred employee benefits and
    other non-current liabilities                   267,000,000
Long-term debt                                       16,000,000
DIP financing                                       700,000,000
Commitments and contingencies                                 -
Minority interest in consolidated subsidiaries       82,000,000
Shareholders' equity                                123,000,000
                                                 --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $7,451,000,000
                                                 ==============

                        Dana Corporation
    Unaudited Condensed Consolidated Statement of Operations
             For Three Months Ended September 30, 2006

Net sales                                        $2,009,000,000
Costs and expenses
    Cost of sales                                 1,949,000,000
    Selling, general and administrative expenses     90,000,000
    Impairment of goodwill                           46,000,000
    Impairment of other assets                      165,000,000
    Other income, net                                44,000,000
                                                 --------------
Loss from operations                               (197,000,000)

Interest expense                                     24,000,000
Reorganization items, net                            25,000,000
                                                 --------------
Loss before income taxes                           (246,000,000)
Income tax expense                                  (20,000,000)
Minority interests                                   (2,000,000)
Equity in earnings of affiliates                     (4,000,000)
                                                 --------------
Loss from continuing operations                    (272,000,000)
Loss from discontinued operations                   (84,000,000)
                                                 --------------
Loss before effect of change in accounting         (356,000,000)
Effect of change in accounting                                -
                                                 --------------
Net loss                                          ($356,000,000)
                                                 ==============

                        Dana Corporation
    Unaudited Condensed Consolidated Statement of Operations
              For Nine Months Ended September 30, 2006

Net sales                                        $6,506,000,000
Costs and expenses
    Cost of sales                                 6,199,000,000
    Selling, general and administrative expenses    329,000,000
    Impairment of goodwill                           46,000,000
    Impairment of other assets                      180,000,000
    Other income (expense), net                     114,000,000
                                                 --------------
Loss from operations                               (134,000,000)
Interest expense                                     89,000,000
Reorganization items, net                           114,000,000
                                                 --------------
Loss before income taxes                           (337,000,000)
Income tax expense                                  (78,000,000)
Minority interests                                   (5,000,000)
Equity in earnings of affiliates                     12,000,000
                                                 --------------
Loss from continuing operations                    (408,000,000)
Loss from discontinued operations                  (102,000,000)
                                                 --------------
Loss before effect of change in accounting         (510,000,000)
Effect of change in accounting                                -
                                                 --------------
Net loss                                          ($510,000,000)
                                                 ==============

                        Dana Corporation
    Unaudited Condensed Consolidated Statement of Cash Flows
            For Nine Months Ended September 30, 2006

OPERATING ACTIVITIES
Net loss                                          ($510,000,000)
Depreciation and amortization                       206,000,000
Impairment and divestiture-related charges          325,000,000
Reorganization items, net                           114,000,000
Payment of reorganization charges                   (65,000,000)
Changes in working capital                           29,000,000
Deferred taxes                                      (14,000,000)
Effect of change in accounting                                -
Other                                               (71,000,000)
                                                 --------------
    Net cash flows provided
         by operating activities                     14,000,000

INVESTING ACTIVITIES
Purchases of property, plant and equipment         (239,000,000)
Acquisition of business, net of cash acquired       (17,000,000)
Proceeds from sales of other assets                  54,000,000
Payments from leases, loans and partnerships         20,000,000
Other                                                33,000,000
                                                 --------------
    Net cash flows used for investing activities   (149,000,000)

FINANCING ACTIVITIES
Net change in short-term debt                      (550,000,000)
Payments of long-term debt                           (4,000,000)
Proceeds from debtor-in-possession facility         700,000,000
Issuance of long-term debt                            7,000,000
Dividends paid                                                -
Other                                                (6,000,000)
                                                 --------------
    Net cash flows provided
         by financing activities                    147,000,000

Net increase in cash and cash equivalents            12,000,000
                                                 --------------
Cash and cash equivalents - beginning of period     762,000,000
Effect of exchange rate changes on cash
    balances held in foreign currencies               6,000,000
Net change in cash of discontinued operations         5,000,000
                                                 --------------
Cash and cash equivalents - end of period          $785,000,000
                                                 ==============

A full-text copy of Dana Corporation's third quarter financial
results is available for free at:

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

                      About Dana Corporation

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP serves as counsel to the Official Committee of Equity Security
Holders.  Stahl Cowen Crowley, LLC serves as counsel to the
Official Committee of Non-Union Retirees.  When the Debtors filed
for protection from their creditors, they listed $7.9 billion in
assets and $6.8 billion in liabilities as of Sept. 30, 2005.
(Dana Corporation Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DANA CORP: Retiree Panel Taps Segal Co. as Actuarial Consultants
----------------------------------------------------------------
The Official Committee of Non-Union Retirees in Dana Corporation
and its debtor-affiliates' chapter 11 cases asks the U.S.
Bankruptcy Court for the Southern District of New York for
authority to retain The Segal Company, as its actuarial
consultants, nunc pro tunc to Oct. 2, 2006.

As actuarial consultants, Segal will:

   (a) understand the complex nature of the retiree benefits at
       issue;

   (b) question the benefit analyses conducted by the Debtors'
       actuarial professionals;

   (c) challenge the use of certain assumptions used by the
       Debtors' actuaries, including but not limited to, the
       expected lifetimes of the retirees used in calculating
       benefits, various inflationary healthcare factors, the
       impact of Medicare Part D, and the actual impact to the
       Retirees with respect to proposed reductions of benefits;

   (d) assist in negotiating with the Debtors' during the Section
       1114 process, including but not limited to evaluating the
       impact of various proposals on the retirees;

   (e) provide expert testimony in the event of a Section 1114
       hearing;

   (f) independently analyze the actual impact on the retirees of
       any settlement or adjudication of retiree benefits for
       purposes of determining the amount of their resulting
       unsecured claim;

   (g) provide assistance in advocating against anticipated
       objections of the Official Committee of Unsecured
       Creditors with respect to any proposed settlement and
       resulting claim; and

   (h) work with the Retiree Committee to find alternative
       healthcare plans that will save money for the Debtors'
       estate going forward.

Trent P. Cornell, Esq., at Stahl Cowen Crowley, LLC, in Chicago,
Illinois tells the Court that the Retirees need to concurrently
explore various options to restructure their benefits to lessen
the impact of any resulting reductions.

These Segal professionals will have primary responsibility in
providing services to the Retiree Committee:

      Professional              Hourly Rates
      ------------              ------------
      Thomas D. Levy                $583
      Stuart Wohl                   $436
      Jarilyn Paul                  $436
      Harold Burch                  $200

Segal will also be reimbursed for its necessary out-of-pocket
expenses.

Stuart Wohl, senior vice president of The Segal Company, assures
the Court that his firm does not represent any interest adverse
to the Retiree Committee or the Debtors and their estates, and is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                             Responses

1. Equity Committee

The Official Committee of Equity Security Holders believes that
the retention of an independent actuary to test the analysis and
conclusions of the Debtors' actuarial consultants is appropriate
and would be a benefit to all constituents.  Thus, the Equity
Committee asserts that Segal should be jointly retained by the
Retiree Committee, the Equity Committee and the Official
Committee of Unsecured Creditors.

By practice, actuaries use statistical knowledge and expertise to
evaluate the data presented.  While an actuary may test different
assumptions, those assumptions should not alter the objectivity
of the analysis, Gary Kaplan, Esq., at Fried, Frank, Harris,
Shriver & Jacobson, LLP, in New York, relates.  Thus, the Equity
Committee asserts that whether or not the official committees are
aligned on the issue of modifying the Debtors' retiree benefits
is irrelevant.

"If Segal is truly independent and is being retained to conduct
an unbiased analysis, as the Retiree Committee asserts, there
should be no reason why Segal cannot work on behalf of all
official committees," Mr. Kaplan contends.

If, however, the Retiree Committee is seeking to retain Segal to
manipulate the facts and statistics to achieve a desired outcome,
Mr. Kaplan says Segal's analysis will be unreliable and the
Debtors' estates should not have to bear the costs and expenses
related to their efforts.  To the extent that Segal is not going
to serve as an independent actuary retained to provide an
important and unbiased check on the Debtors' analysis, it may be
necessary for the other official committees to seek to retain an
independent and unbiased actuary, Mr. Kaplan adds.

Mr. Kaplan relates that before filing a response, the Equity and
Creditors' Committee have requested that Segal's retention be on
a joint basis.  The Retiree Committee, however, refused their
requests.

Given the fact that the Debtors' estates will be paying Segal's
fees and expenses and the work should benefit all official
committees equally, there is no basis to limit the retention of
Segal to consultants to the Retiree Committee, Mr. Kaplan
asserts.

Accordingly, the Equity Committee seeks the Court's authority to
retain Segal as its actuarial consultant on a joint basis with
the Retiree Committee.

2. Creditors' Committee

The Creditors' Committee recognizes the complex nature of the
retiree benefits at issue in the Debtors' Chapter 11 cases, and
agrees that it is important for an independent actuary to provide
a critical and unbiased examination to the estate constituencies.

Like the Retiree Committee, the Creditors' Committee believes
that it will need the assistance of an actuary to examine the
financial and retiree benefit information provided by the Debtors
to fulfill its fiduciary duties to unsecured creditors of the
estate.

As Segal will provide a "critical and unbiased examination" of
the Debtors' retiree benefits claims, the Creditors' Committee
believes that Segal can be retained jointly by the Creditors'
Committee and the Retiree Committee, thereby avoiding costs to
the Debtors' estates of hiring two independent professionals.

The Creditors' Committee asserts that both Committees can utilize
Segal's analysis to formulate their own strategies and
conclusions on how best to address retiree benefits in the
Debtors' cases.

Accordingly, the Creditors' Committee seeks the Court's authority
to retain Segal as its actuarial consultant on a joint basis with
the Retiree Committee.

                   Retiree Committee Talks Back

Mr. Cornell contends that while the Creditors' Committee's and
Equity Committee's requests sound innocuous enough, both
Committees ignore the question why the Retiree Committee needs an
actuary and the adversarial role that exists between the
constituencies with respect to the actuaries' work.

The Debtors are seeking permanent elimination of a vast majority
of their retiree benefits.  Thus, to negotiate in good faith
pursuant to Section 1114, the Retiree Committee must look behind
and challenge the assumptions used by the Debtors' actuaries, Mr.
Cornell maintains.  Segal will assist the Retiree Committee in
understanding the Section 1114 proposals and help structure new
benefit packages.  There is no need for the Creditors' and Equity
Committees to have any involvement in the process, Mr. Cornell
asserts.

Nevertheless, to the extent either of those Committees do have
involvement, it is likely that they will oppose continuing
retiree benefits and will likely cross-examine professionals from
Segal at the 1114 hearing, Mr. Cornell says.

The other material task required by the Retiree Committee of
Segal is to determine and defend the actuarial valuation of the
Retiree Committee's unsecured claim.  "This is where the
Creditors' and Equity Committee are very interested in Segal's
work -- and where they are assuredly going to be directly opposed
to the Retiree Committee," Mr. Cornell contends.

The Retirees' unsecured claim is the difference in the value of
their lifetime benefits as of the Petition Date versus the value
of any continuing benefits after modification, Mr. Cornell
elaborates.  The Debtors have indicated that they are going to
attempt to have Towers Perrin reduce its own previously
calculated numbers.  Likewise, professionals for the Creditors'
Committee have already indicated that they will oppose any
unsecured claim springing from the potential reduction in retiree
benefits.  Thus, an integral part of Segal's job will be to
defend its analysis against challenges by the parties that seek a
joint retention, Mr. Cornell points out.

The Creditors' and Equity Committees are not looking for a cost
saving measure for the Debtors' estate, Mr. Cornell argues.
Instead, they are trying to tie up the Retiree Committee's
actuary so that it cannot support the Retirees' unsecured claim.

"Segal cannot be expected to answer to the Committees that have
diametrically opposed interests with respect to the same claim,"
Mr. Cornell states.

                      About Dana Corporation

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


DELTA AIR: Comair Labor Union Okays Four-Year Labor Agreement
-------------------------------------------------------------
Teamster flight attendants at Comair Inc. overwhelmingly ratified
a new four-year agreement that strengthens workers' job security,
caps health insurance payments and provides financial assistance
to the company.  Along with its parent company, Delta Airlines,
Comair is restructuring under Chapter 11 protections.

"With this vote our members have shown they are ready to move
forward," said Connie Slayback, President of Local 513 in
Florence, Kentucky and a Comair flight attendant.  "This agreement
maintains industry leading wages and helps Comair begin the
process of rebuilding the company."

The agreement comes nearly a year after the parties began
negotiations, and follows two visits to the U.S. Bankruptcy Court
for the Southern District in New York.

"These workers fought a long, hard battle but it was worth it,"
said Jim Hoffa, Teamsters General President.  "This agreement
ensures that Comair flight attendants will receive the
compensation and respect they deserve."

The agreement will be enacted by the end of the year, dependent
upon when Comair pilots and mechanics reach agreements with the
Cincinnati-based carrier.  The flight attendants' agreement would
take effect sooner if the two groups and the company negotiate
agreements before Dec. 31.

Founded in 1903, the Teamsters Union represents more than 1.4
million hardworking men and women in the United States and Canada.

Headquartered in Atlanta, Georgia, Delta Air Lines
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.


DYNEGY INC: Sells Rockingham Facility to Duke Energy for $195 Mil.
------------------------------------------------------------------
Dynegy Inc. completed the sale of the Rockingham Power Generation
Facility to Duke Energy Carolinas LLC for approximately
$195 million in cash.

The transaction was announced on May 22, 2006, in connection with
the redemption of the company's $400 million Series C Convertible
Stock, which was completed on May 26, 2006.  In the May 22
announcement, the company stated that Dynegy Holdings Inc., the
company's wholly owned subsidiary, had arranged a $150 million
term loan as an interim source of liquidity. DHI is required under
the terms of its credit facility to use the proceeds from the sale
of the Rockingham facility to retire the $150 million term loan
within five business days after the consummation of the sale.  The
remainder of the proceeds will be an additional source of
liquidity.

The transaction received the requisite regulatory approvals from
the Federal Energy Regulatory Commission and the North Carolina
Utilities Commission, as well as meeting the conditions required
by the Hart-Scott-Rodino Antitrust Improvements Act.

As a result of the completion of reported liability management
plan activities and a multi-year self-restructuring initiative,
the company has shifted its strategic focus to the growth of its
power generation business in selected markets.  A news release
issued on Sept. 15, 2006, relates to a proposed combination with
LS Power, which would result in a combined entity with more than
20,000 megawatts of generation capacity, with a strong presence in
the Midwest, the Northeast and the West Coast.

Headquartered in Houston, Texas, Dynegy Inc. (NYSE:DYN) --
http://www.dynegy.com/-- produces and sells electric energy,
capacity and ancillary services in key U.S. markets.  The
company's power generation portfolio consists of more than 12,800
megawatts of baseload, intermediate and peaking power plants
fueled by a mix of coal, fuel oil and natural gas.

                         *     *     *

On Sept. 22, 2006, Moody's Investors Service affirmed the ratings
of Dynegy Holdings Inc., including the B1 Corporate Family Rating
and the B2 rating for its senior unsecured debt.  Moody's also
affirmed the ratings of DHI's parent, Dynegy Inc., including the
(P)Caa1 rating for its shelf registration for issuance of senior
unsecured debt.  The rating outlook for DYN and DHI remains
stable.


EMISPHERE TECH: Sept. 30 Stockholders' Deficit Narrows to $5.5MM
----------------------------------------------------------------
Emisphere Technologies Inc. filed its financial statements for the
third quarter ended Sept. 30, 2006, with the Securities and
Exchange Commission on Nov. 8, 2006.

                  Third Quarter Financial Results

Emisphere reported an operating loss of $8.7 million for the
quarter ended Sept. 30, 2006, compared with an operating loss of
$8.1 million for the third quarter of 2005.  Emisphere reported a
net loss of $8.158 million for the quarter ended Sept. 30, 2006,
compared with a net loss of $9.640 million for the same quarter of
2005.

Total operating expenses were $8.8 million for the 2006 third
quarter, an increase of $200,000, or 2%, compared with the same
period last year.

Included in operating expenses for the three months ended
Sept. 30, 2006 is $400,000 in non-cash compensation expense
related to the implementation of Statement of Financial Accounting
Standards 123, "Share Based Payment."

SFAS 123 was adopted by the Company on Jan. 1, 2006, under the
modified prospective application, and therefore was not recorded
in the three months ended Sept. 30, 2005.

Without this charge in the three months ended Sept. 30, 2006,
total operating expenses would show a decrease of $200,000 or 2%.
Total operating expenses include research and development costs of
$4.8 million, an increase of $100,000 or 2%, compared with last
year's third quarter, and general and administrative expenses of
$3 million, an increase of $200,000 or 7%, compared with the same
period last year.

For the quarter ended Sept. 30, 2006, the Company had interest
expense of $600,000, partially offset by a decrease in the fair
value of derivatives of $600,000, interest income of $500,000,
resulting in $500,000 of other income.  Other income and expense
for the same period last year was $1.5 million of expense, which
was comprised of an increase in the fair value of derivative
instruments of $1.3 million and interest expense of $300,000,
partially offset by interest income of $100,000.

As of Sept. 30, 2006, Emisphere held cash, cash equivalents and
investments totaling approximately $28 million.  This represents a
net increase of $18.8 million from such amounts held on Dec. 31,
2005.

At Sept. 30, 2006, the Company's balance sheet showed
$34.818 million in total assets and $40.375 million in total
liabilities, resulting in a $5.557 million stockholders' deficit.
The Company had a $14.895 million deficit at Dec. 31, 2005.

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

                        Going Concern Doubt

PricewaterhouseCoopers LLP raised substantial doubt about
Emisphere Technologies, Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditing firm
pointed to the Company's operating losses, limited capital
resources and significant future commitments.

                   About Emisphere Technologies

Headquartered in Tarrytown, New York, Emisphere Technologies Inc.
-- http://www.emisphere.com/-- is a biopharmaceutical company
charting new frontiers in drug delivery.  The Company develops
oral forms of injectable drugs, either alone or with corporate
partners, by applying its proprietary eligen(R) technology to
these drugs.


ENESCO GROUP: Inks Thirteenth Amendment to Credit Facility
----------------------------------------------------------
Enesco Group, Inc., signed a thirteenth amendment to its current
U.S. credit facility with Bank of America, N.A. and LaSalle Bank
N.A., effective as of November 6, 2006, to extend the Company's
credit facility to December 29, 2006.

The amendment continues existing financial covenants requiring
compliance, subject to permitted variances, with budgeted cash
receipts, cash disbursements and loan formulas.  The amendment
also provides for a forbearance of certain existing events of
default under the credit agreement as of the date of the
thirteenth amendment and requires the Company to enter into a
definitive agreement on or prior to Nov. 30, 2006, for a
transaction that will refinance Enesco's existing credit facility.

                    About Enesco Group, Inc.

Enesco Group, Inc. --- http://www.enesco.com/-- is a world leader
in the giftware, and home and garden decor industries.  Serving
more than 44,000 customers worldwide, Enesco distributes products
to a wide variety of specialty card and gift retailers, home decor
boutiques, as well as mass-market chains and direct mail
retailers.  Internationally, Enesco serves markets operating in
the United Kingdom, Canada, Europe, Mexico, Australia and Asia.
With subsidiaries located in Europe and Canada, and a business
unit in Hong Kong, Enesco's international distribution network is
a leader in the industry.  Enesco's product lines include some of
the world's most recognizable brands, including Border Fine Arts,
Bratz, Circle of Love, Foundations, Halcyon Days, Jim Shore
Designs, Lilliput Lane, Pooh & Friends, Walt Disney Classics
Collection, and Walt Disney Company, among others.

                What Happened to Precious Moments?

On May 17, 2005, the Company terminated its license agreement with
Precious Moments, Inc., to sell Precious Moments(R) products in
the U.S.  On July 1, 2005, the Company we began operating under an
agreement with PMI where Enesco provided PMI transitional services
related to its licensed inventory through December 31, 2005.  In
conjunction with the PMI agreement, in June 2005 the Company
incurred a loss of $7.7 million equal to the cost of inventory
transferred to PMI.  The Company has not recorded any revenues for
transition services in 2006, as PMI has exercised its option to
perform the services in-house beginning January 1, 2006.

During the transition period, Enesco maintained inventories of PMI
products on a consignment basis and processed sales orders on
PMI's behalf.  Enesco recorded the gross sale and cost of sale of
PMI products and, additionally, recorded a charge to cost of sales
for the sale amounts to be remitted to PMI, net of the amounts due
from PMI for inventory purchases.  Enesco also earned sales
commissions and service fees from PMI for product fulfillment,
selling and marketing costs.  In the three months ended June 30,
2006, Enesco and PMI reconciled the amounts owed to each other
and, as a result, the Company recorded an additional charge of
$355,000 to cost of sales to properly reflect amounts due to PMI.
At June 30, 2006, the net amount owed PMI was $1 million, payable
in three equal installments in July, August and September.


ENRON CORP: Judge Lake Sentences Skilling to 24 Years in Jail
-------------------------------------------------------------
As widely reported, the Honorable Sim Lake of the U.S. District
Court for the Southern District of Texas sentenced former Enron
Corp.  CEO Jeffrey Skilling to 24 years and four months in prison
for his part in the criminal activities at Enron that led to its
financial collapse and bankruptcy filing.

Judge Lake also ordered Mr. Skilling to source $45,000,000 out of
his own pocket to pay as restitution to the victims of the Enron
fraud.

A federal jury in May 2006 found Mr. Skilling guilty on 19 counts
of criminal offenses, including conspiracy, fraud and insider
trading that he allegedly committed while serving as CEO of
Enron.

                       About Enron Corp.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtor.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.  (Enron Bankruptcy News, Issue No. 181 and
182; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ENRON CORP: Wants Kennedy Oil's Claim for $2.9 Million Reduced
--------------------------------------------------------------
Enron Corp. and its debtor-affiliates objects to Kennedy Oil's
request for:

    -- payment of its administrative expenses; and

    -- ENA's full account for any cash collateral Kennedy had a
       security interest as of the Petition Date.

In its 61st Omnibus Claims Objection, the Reorganized Debtors
objected to Kennedy Oil's Claim No. 15605 on grounds that Kennedy
failed to demonstrate that it is entitled to any security
interest.

Kennedy Oil had filed Claim No. 15605 seeking recovery of
$2,910,363 plus postpetition interest, attorneys'
fees, and collection costs arising from natural gas transactions
with Enron North America Corp. in October and November 2001,
which were executed pursuant to a Gas Transportation Agreement
dated as of August 27, 1999.

Kennedy Oil maintains that it has security interests in the
proceeds from ENA's resale of any gas it purchased from Kennedy
under the Agreement.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates Kennedy Oil and ENA were parties to other agreements.
Specifically, in November 2001, the parties entered into an
Enfolio Firm Confirmation that confirmed transaction number YK
6095.1.  In October 2001, they also entered into multiple Enfolio
Firm Confirmations that confirmed transaction numbers YC 1743.1,
YC1743.2 and YC1743.4.  Each of the Firm Confirmations was
subject to the Enfolio Firm General Terms and Conditions.

Ms. Gray says that the Firm GTC and Firm Confirmations
automatically terminated at the Petition Date and damages were to
be measured by the difference between the gas prices under the
Firm Confirmations and the market price for natural gas on the
termination.

At the time of the termination, the market price of natural gas
was higher than the price reflected in the Firm Confirmations,
which means that Kennedy was able to sell the gas that it sold to
ENA as a higher price than the price reflected in the Firm
Confirmations, Ms. Gray relates.

At the time of the termination, ENA was in-the-money under the
contract and the termination conferred a substantial benefit ob
Kennedy Oil.  Therefore, ENA is entitled to setoff its Mark-to-
Market Damages resulting from Kennedy's termination of the
Confirmations pursuant to Section 3 of the Firm GTC, Ms. Gray
asserts.

The Mark-to-Market Damages due and payable to ENA should total
$1,189,097, but the Kennedy Claim does not reflect the amount due
to ENA under the GTC, Ms. Gray notes.  Therefore, she argues, the
Claim should be reduced by amounts that Kennedy owes ENA under
the Firm Confirmations.

In response to Kennedy's request to recover postpetition
interest, collections costs and attorney's fees, Ms. Gray notes
that, while Section 506(b) of the Bankruptcy Code permits
recovery of postpetition interest, collections costs and
attorney's fees in limited circumstances, the right to recover
the amounts is granted only to creditors who are proven to be
over-secured.

Even if a creditor proves that his claim is over-secured, he is
only allowed to collect fees, costs and interest under Section
506(b) up to the amount of the equity cushion, which does not
exist in Kennedy's Claim, Ms. Gray points out.

Moreover, Ms. Gray refutes Kennedy Oil's allegation that the
Debtors are judicially estopped from objecting to the Kennedy
Claim pursuant to a settlement of a previous adversary
proceeding.  Ms. Gray notes that the adversary proceeding is
unrelated to its Claim and involves different facts and legal
issues.

Ms. Gray also notes that under the Second Circuit Court ruling of
Bates v. Long Island R.R. Co., 997 F.2d 1028, a party cannot be
judicially estoppel on the basis of prior inconsistent statements
made in previous litigation that resulted in a settlement,
emphasizing estoppel only applies when a tribunal in a prior
proceeding has accepted the claim at issue by rendering a
favorable decision.

Accordingly, the Reorganized Debtors ask the Court to:

   (1) reduce the amount of the Kennedy Claim by $1,189,097,
       resulting in an allowed general unsecured claim of
       $1,721,266 against ENA;

   (2) disallow and expunged in its entirety Kennedy's claim for
       postpetition interest, attorney's fees and collection
       costs; and

   (3) declare that the Reorganized Debtors are not judicially
       estopped from objecting to the Kennedy Claim.

                       About Enron Corp.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtor.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.  (Enron Bankruptcy News, Issue No. 181;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


EVANS INDUSTRIES: Court Confirms Amended Liquidating Plan
---------------------------------------------------------
The Honorable Jerry A. Brown of the U.S. Bankruptcy Court for the
Eastern District of Louisiana confirmed the Amended Liquidating
Plan of Reorganization of Evans Industries, Inc., and its debtor-
affiliates.

As reported in the Troubled Company Reporter on Oct. 5, 2006, the
Debtors' Plan contemplates the sale of substantially all of
their assets to the highest bidder at an auction.  Proceeds from
the sale will be used first to satisfy administrative and priority
claims.  Excess sale proceeds and certain residual assets will be
transferred to a Distribution Trust for the benefit of general
unsecured creditors.

An entity called New Evans has been designated as the stalking-
horse bidder for the Debtors' assets.   New Evans proposes to
acquire these assets for a $2.5 million cash payment plus the
assumption of debt.  According to the Debtors, approximately
$617,251, plus the Residual Assets, will be vested to the
Distribution Trust under the deal with New Evans.

                      Treatments of Claims

The winning bidder for the Debtors' assets will assume the
postpetition secured claim of Frost National Bank and Frost's
liens will attach to all assets transferred to the winning bidder
as first priority, senior secured liens.

If the winning bidder does not assume Frost's claim, the claim
will be paid in full from the sale proceeds prior to any other
payments contemplated under the plan.

GE Commercial Finance will be paid an agreed amount from the sale
proceeds for the purchase of GE Commercials' equipment.  All
assets encumbered by GE Commercial will be transferred to the
winning bidder.

As of the petition date, the Debtors owed CIT Equipment Finance
approximately $1.2 million in principal and accrued interest,
$57,000 in late charges and $9,000 in attorneys' fees, on account
of various loans.

If New Evans will win at the auction, CIT's claim will be paid in
cash in an amount agreed upon by New Evans and CIT.  The Court
will conduct a valuation hearing to determine the value of CIT's
collateral if the parties fail to reach an agreement over the
payments due to CIT.

CIT will also be allowed to bid for its collateral at the auction
and offset the total amount of its claim against the value of its
collateral.

The Distribution Trustee will pay the secured claim of ASI Federal
Credit Union/SBA from the proceeds of the pledged business
interruption insurance.

The Debtors estimate the secured claim of Amegy Bank at zero and
concludes that no payment is necessary under this class.

Sydney Longwell's secured claim will be either paid in full on the
effective date of the Plan or assumed by the winning bidder.

All property encumbered by the secured claim of Janice Evans,
Janice Hamilton and Gary Hamilton will be sold and the proceeds
distributed to these creditors up to the allowed amount of their
claims.  The Official Committee of Unsecured Creditors is
currently reviewing these claims and may object to distributions
under this class.  The Committee intends to request that proceeds
from the sale of Ms. Evans and the Hamilton's collateral will be
held in escrow pending the outcome of its investigation.

Each of the secured claims of CitiCapital Commercial Corp, HSBC
Business Credit(USA), Inc. and SpiritBank will either be paid in
full on the effective date from the sale proceeds or assumed by
the winning bidder.

Any tort claimant in prepetition litigation with the Debtors will
be assigned all of the Debtors' rights under any insurance
policies covering their claims.  All damages not paid by the
insurers will be treated as general unsecured claims.

Creditors electing to hold Class 14 convenience claims will
receive an amount equal to 50% of their allowed claim, without
interest.

The Distribution Trustee will pay into the 401(k) account of any
creditor holding a Class 15 401(k) claim the full amount of any
unpaid, unmatched 401(k) contributions due under the plan for the
year 2001.

For the years 2002 and 2003, the wining bidder will pay into the
401(k) account the full amount of any unpaid contribution over a
period of five years without interest.

Holders of General Unsecured Claims will receive distributions
from the excess sale proceeds and residual assets held in trust by
the Distribution Trustee.

On the effective date, Equity interest will be terminated.

A full-text copy of the Disclosure Statement explaining the
Debtors' Plan is available for a fee at:

  http://www.researcharchives.com/bin/download?id=061004213941

Judge Brown disclosed that the modifications to the Plan made at
the confirmation hearing do not adversely change the treatment of
the Claim of any creditor and are immaterial.

                     About Evans Industries

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


FISCHER IMAGING: Earns $355,000 in Quarter Ended September 30
-------------------------------------------------------------
Fischer Imaging Corporation reported a $355,000 net income for the
three months ended Sept. 30, 2006, compared to $19,948,000 earned
for the same period in 2005.

Total revenues decreased 96.6% to $500,000 for the three-months
ended Sept. 30, 2006 from $13.4 million for the three-months ended
Sept. 30, 2005.

Service and product revenues have significantly declined from the
prior year due to the sale of the Company's intellectual property
rights related to its mammography business and products to
Hologic, Inc.  As of May 31, 2006, no further revenue will be
generated from the intellectual property sold to Hologic.

Product revenues decreased 96.7% to $0.3 million in the three-
months ended September 30, 2006 from $9.4 million in the three-
months ended Sept. 30, 2005.

     -- SenoScan digital mammography product revenue during the
        three-months ended Sept. 30, 2005 was $3.2 million.  As a
        result of the Asset Sale, there was only one sale of a
        rental unit for $0.1 million in the three-months ended
        September 30, 2006 and there will be no further sales of
        SenoScan.

     -- Revenues from the MammoTest breast biopsy products were
        $3.9 million in the three-months ended Sept. 30, 2005.
        The decrease in MammoTest product revenue is a direct
        result of the Asset Sale.  There will be no further sales
        of MammoTest.

     -- The radiology, electrophysiology and surgical products
        revenues decreased $2.2 million to $200,000 in the three-
        months ended Sept. 30, 2006 from $2.4 million in the
        three-months ended Sept. 30, 2005.  The sales decrease on
        RE&S products in the three-months ended Sep. 30, 2006, as
        compared to the three-months ended Sept. 30, 2005, was
        primarily due to a decrease in Bloom revenues of $400,000
        and a $1.8 million volume decrease in VersaRad x-ray
        products as a result of the last time buy purchase order
        from Kodak which was completed in May 2006.  We expect
        revenues for the three-months ending Dec. 31, 2006 will be
        approximately $100,000, all of which occurred prior to the
        Nov. 1, 2006 sale of the RE&S Business.

At Sept. 30, 2006, the Company's balance sheet showed $3,828,000
in total assets, $1,469,000 in total liabilities and stockholders'
equity of $2,359,000.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?1500

                       Going Concern Doubt

Ehrhardt Keefe Steiner & Hottman PC expressed substantial doubt
about Fischer Imaging's ability to continue as a going concern
after auditing the Company's financial statements for the years
ended Dec. 31, 2005 and 2004.  The auditing firm pointed to the
company's recurring losses from operations and the sale of
substantially all of its assets.

Fischer Imaging Corporation -- http://www.fischerimaging.com/--  
services and manufactures medical imaging systems for the
screening and diagnosis of disease.  The Company began producing
general-purpose x-ray imaging systems in 1910 and is the oldest
manufacturer of x-ray imaging devices in the United States.  The
Company filed for chapter 11 protection on Aug. 22, 2006 (Bankr.
D. Colo. Case No. 06-15611).  Douglas W. Jessop, Esq., at Jessop &
Company, P.C., represents the Debtor in its restructuring efforts.
When it filed for protection from its creditors, it listed
$2,235,414 in total assets and $26,104 in total debts.


FOAMEX INTERNATIONAL: Wants GMAC Settlement Agreement Approved
--------------------------------------------------------------
Foamex International Inc. asks the U.S. Bankruptcy Court for the
District of Delaware to approve the Settlement Agreement with GMAC
Commercial Finance LLC, formerly known as BNY Financial Corp.

GMAC Commercial, commenced a lawsuit against Foamex in the United
States Bankruptcy Court for the Northern District of Mississippi
asserting claims arising out of the recovery for certain
preferential transfers made to Foamex.

Subsequent to the filing of the Adversary Proceeding, the Debtors
filed a petition for Chapter 11.  In light of the commencement of
the Debtors' Chapter 11 cases, GMAC Commercial dismissed the
Adversary Proceeding and filed Claim No. 822 for $90,358 against
Foamex.

In their 7th Omnibus Objections to Claims, the Debtors sought the
Court's authority to reduce and reclassify Claim No. 822 as an
unsecured non-priority claim.

The parties agree to resolve the issues between them with respect
to the Claim though a Complete Release and Compromise Settlement
Agreement.

The principal terms of the Settlement Agreement are:

   (a) Foamex will allow GMAC an unsecured claim for $45,179; and

   (b) the parties will mutually release each other from any and
       all claims or actions in connection with the Adversary
       Proceeding or the Claim.

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 to Enter into Toyota Forklifts Lease
----------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to authorize Foamex
L.P., to enter into a lease with Toyota Motor Credit Corporation
for two electric forklift trucks.

Foamex will lease each forklift truck for two months at a monthly
rental of $585 plus applicable taxes.

Foamex will also be charged an hourly overtime rate of $1 for each
hour of use of any forklift truck in excess of 500 hours in any
calendar quarter as determined by the hour meter or other
mechanical device used to record house of used supplied in the
Equipment.

Among the other terms of the Lease are:

   (a) Foamex agrees to perform, at its own cost and expense, all
       maintenance, service and repair to the forklift trucks,
       including:

        * daily maintenance;

        * preventive maintenance service;

        * repairing, overhauling or adjusting of the forklift
          trucks' parts;

        * replacing or repairing of tires; and

        * repairs required as determined by Toyota during its
          periodic inspection and report to Foamex;

   (b) Foamex assumes all risks and liabilities arising from its
       possession, use and operation of the forklift trucks for
       the duration of the Lease;

   (c) Foamex will provide and pay for an all-risk insurance
       insuring against physical loss or damage to the forklift
       trucks in an amount satisfactory to Toyota; and

   (d) In case of theft or destruction of any of the forklift
       truck, Foamex will reimburse Toyota immediately by paying
       Toyota an amount equal to the then unpaid balance of
       aggregate rental for that forklift truck plus the fair
       market value at the expiration of the Lease.

The Debtors maintain that the terms of the Lease are consistent
with market rates for similar equipment.  Notwithstanding the
Debtors' belief that entry in to the Lease is an ordinary course
transaction, absent Court approval, Toyota will refuse to enter
into the Lease, and the Debtors will be unable to obtain use of
the forklift trucks.

Because the forklift trucks are necessary for their ongoing
operations, the Debtors state, if the Court denies approval of the
Lease, they will be forced to find other lessor willing to lease
similar equipment to them and renegotiate and draft a new lease.

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: Files Third Quarter & Restated 2005 Annual Reports
--------------------------------------------------------------
Ford Motor Company filed with the Securities and Exchange
Commission its 2006 third-quarter 10-Q Report and an amended 2005
10-K Report to restate its previously reported financial results
from 2001 through 2005 to correct accounting for certain
derivative transactions under Paragraph 68 of the Statement of
Financial Accounting Standards 133, Accounting for Derivative
Instruments and Hedging Activities.

As part of the restatement, the company also reversed certain
immaterial accounting adjustments and recorded them in the proper
period.

For the third quarter and first nine months of 2006, the company
reported a net loss of $5.2 billion and $7 billion, respectively;
this is an improvement of about $550 million and $250 million,
respectively, from the preliminary results released on Oct. 23.

The improvement primarily reflected the effect of the change in
accounting for certain Ford Motor Credit Company interest rate
swaps under Paragraph 68 of SFAS 133 and the impact of that change
on the valuation allowance for deferred tax assets.

The company also filed a Form 10-K/A for the year ended Dec. 31,
2005, which includes amended financial statements for each of the
years ended Dec. 31, 2003, 2004, and 2005, and selected financial
data for each of the years 2001 through 2005.  Amended Form 10-Qs
for the first and second quarter of 2006 will be filed with the
SEC by Nov. 20.

The restatement's cumulative impact on net income was an increase
of about $850 million.  The change in accounting for the Ford
Credit interest rate swaps did not affect the economics of the
derivative transactions involved, nor have any impact on Ford
Motor Company's cash.

Ford restated its results after discovering that certain interest
rate swaps that Ford Credit had entered into did not satisfy the
specific requirements of Paragraph 68 of SFAS 133 that would have
exempted these transactions from periodic assessments of their
effectiveness.

One of the general requirements of SFAS 133 is that hedge
accounting is appropriate only for those hedging relationships
that a company expects will be highly effective in achieving
offsetting changes in fair value or cash flows attributable to the
risk being hedged.

Although Ford Credit's interest rate swaps were and continue to be
highly effective economic hedges, the company determined that
nearly all of these transactions did not meet Paragraph 68's
exemption requirements.

SFAS 133 precludes the company from retroactively testing the
effectiveness of these transactions in order to continue to apply
hedge accounting.

As a result, the restatement of the company's financial results
reflects changes in fair value of these hedging instruments as
derivative gains and losses during the affected periods, without
recording any offsetting change in the value of the debt they were
hedging.

Changes in the fair value of interest rate swaps are driven
primarily by changes in interest rates.

Ford Credit has long-term interest rate swaps with large notional
balances, many of which are "receive-fixed, pay-float" interest
rate swaps.  These types of swaps increase in value when interest
rates decline, and decline in value when interest rates rise.

As a result, changes in interest rates can cause substantial
volatility in the fair values that must now be recognized in
earnings.

For 2001 and 2002, when interest rates were trending lower, Ford
is now recognizing large derivative gains in its restated
financial statements.

The upward trend in interest rates from 2003 through 2005 caused
the interest rate swaps to decline in value, resulting in the
recognition of derivative losses for these periods.

"After a review of our internal controls, we determined a material
weakness did exist with relation to SFAS 133.  That material
weakness has been fully remediated with the completion of this
restatement," Ford's executive vice president and chief financial
officer Don Leclair said.

"Our hedging strategy going forward will continue to be effective
at reducing our exposure to economic risks."

The restatement also includes out-of-period adjustments that were
previously evaluated, both individually and in the aggregate, and
determined to be immaterial to the company's originally-filed
financial statements.  As part of the restatement, these
immaterial adjustments are being reversed and recorded in the
appropriate periods.

Effect of Restatement

                              Net Income/(Loss) *
                -----------------------------------------------
                 2001      2002      2003      2004      2005
                (Bils.)   (Bils.)   (Bils.)   (Bils.)   (Bils.)
                -------   -------   -------   -------   -------
Previously
Reported
Net Income       ($5.5)    ($1.0)     $0.5      $3.5      $2.0

Total Change
in Net
Income/(Loss)     $0.7      $1.9     ($0.3)    ($0.5)    ($0.6)
                -------   -------   -------   -------   -------
Net Income
after
Restatement     ($4.8)      $0.9      $0.2      $3.0      $1.4
                =======   =======   =======   =======   =======

                           * Including Special Items

Full-text copies of the Company's financials are available for
free at:

   Third Quarter Ended
   Sept. 30, 2006        http://ResearchArchives.com/t/s?1511

   Year Ended
   Dec. 31, 2005         http://ResearchArchives.com/t/s?1512

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Company (NYSE: F)
-- 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.

Moody's Investors Service has disclosed that Ford's very weak
third quarter performance led to the downgrade of the company's
long-term rating to B3.


FMC REAL: Fitch Holds Low-B Ratings on Class G and H Notes
----------------------------------------------------------
Fitch has affirmed nine classes of notes issued by FMC Real Estate
CDO 2005-1.

    -- 131,825,000 class A-1 floating-rate 'AAA';
    -- 43,941,000 class A-2 floating-rate 'AAA';
    -- 43,941,000 class B floating-rate 'AA';
    -- 49,434,000 class C floating-rate 'A';
    -- 34,055,000 class D floating-rate 'BBB+';
    -- 13,182,000 class E floating-rate 'BBB';
    -- 21,970,000 class F floating-rate 'BBB-';
    -- 35,153,000 class G fixed-rate 'BB';
    -- 12,084,000 class H fixed-rate 'B'.

FMC 2005-1 is a cash flow commercial real estate loan
collateralized debt obligation that closed July 13, 2005.  Most
assets are short term floating rate loans.  Given that the CDO has
four years of its reinvestment period remaining, the assets are
expected to fully turnover.  The reinvestment period ends in July
2010.

Asset Manager:

FMC 2005-1 is managed by SCFFI GP LLC, an affiliate of Five Mile
Capital.  Five Mile is an alternative fixed-income investment
management firm founded in February 2003 by individuals whose
former experience includes positions with Salomon Brothers Inc.,
Greenwich Capital Markets, Inc., Kidder, Peabody & Company, Inc.,
and PaineWebber Inc.  Five Mile is majority owned and controlled
by its management and minority owned by affiliates of American
International Group, Inc., W.R. Berkley Corporation, and MBIA Inc.

As of June 16, 2005, Five Mile launched three investment funds:
Housatonic Fund, Silvermine Fund and Structured Income Fund, of
which SCFFI is a general partner.  The assets for FMC are from the
Structured Income Fund, which has $662 million in equity
commitments and is now closed to new investors.  This fund focuses
on debt and debt-like investments secured by commercial real
estate, consumer receivables, and other asset-backed collateral.

Deal Overview:

Since closing, the portfolio has maintained above average
reinvestment flexibility and has shown stable
overcollateralization and interest coverage ratios.  The weighted
average spread has decreased since the effective date, from 6.15%
to 5.41%; however it remains above the covenanted 4.25%.  The
decrease in the WAS is due in part to the large amount of cash
within the CDO.  This cash balance decreased from a high of
27.95%, as of the August 2006 trustee report, to 15.49% of the
Aggregate Collateral Balance, as of September 2006.  The asset
manager is being judicious in their investment decisions and
expects to invest the current cash and any cash due to anticipated
prepayments by February 2007.

The OC ratios of classes A through G remain stable; each class is
within its covenant.  The IC ratios of classes A through G have
also remained stable and each class is significantly over its
covenant, as of the September 2006 trustee report.

Upgrades during the reinvestment period are unlikely given that
the pool could still migrate to the modeled Poolwide Expected
Loss.  The Fitch PEL is 32.625%, as of September 21, 2006,
compared to a modeled stressed PEL of 56.5%.  The cushion of
23.88% provides above average reinvestment flexibility to the
manager.  The Fitch PEL is a measure of the hypothetical loss
inherent in the pool at the 'AA' stress environment before taking
into account the structural feature of the CDO liabilities.  Fitch
PEL encompasses all loan, property, and poolwide characteristics
modeled by Fitch.

Collateral Analysis:

The pool continues to be weighted more heavily towards subordinate
debt, B-notes (38%) and mezzanine loans (49%), than whole loans
and A-notes (13%).  However, the percentage of subordinate debt
has declined from 97% at issuance to 87%, as of September 2006.
Additionally, since close, the pool has migrated to an improved
quality of loans indicated by its increase in the weighted average
stressed DSCR, from 0.97x to 1.12x.  Since close, the largest
percent of non-traditional assets are still hotels; however the
portfolio's exposure to this property type is lower (17% versus
19%). Condominium conversion exposure has increased slightly since
close (from 1.1% to 4.2%).  The office property type still remains
the largest percentage (51.1%) of the loan portfolio.  Except for
the Herfindahl test covenant, the pool composition is within
guidelines, particularly with respect to its cushion.

The largest exposure (8.5% of the pool) is a pari passu
participation interest in a whole loan, on a class A office
building in Midtown Manhattan's Grand Central submarket.  The loan
has strong sponsors and the submarket is performing well with
94.6% occupancy.  The property is 90% complete and approximately
40% leased.  Tenants have begun moving into their spaces.  The
loan is expected to refinance on or before the second quarter of
2007.

The loans on the manager's monitoring list include a B-note
position on a class A office building in Midtown Manhattan's
Madison Avenue submarket and a B-note position on a condominium
conversion in Tampa, Florida.  The Manhattan office building (4.3%
of the pool) was flagged as the building occupancy fell to 41%
since the loan closed, due to one tenant moving out.  Of the
vacated space 18,000 square feet has been leased, bringing the
occupancy up to 63%.  The submarket is considered strong with a
vacancy rate of 7.5%.  There are few large blocks of contiguous
spaces in the submarket.  As such, stabilization of this building
is expected to occur within nine to twelve months.

The condominium conversion in Tampa, Florida (3.6% of the pool) is
on the manager's monitoring list because the primary servicer has
put all condominium conversion loans in Florida on its watch list.
As of October 31, 2006, 25.4% of the units have closed and sales
delivered such that the loan exposure is below rental market
value. Sales continue to be active at the property.

Rating Definitions:

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.  The ratings of
the class C, D, E, F, G, and H notes address the likelihood that
investors will receive ultimate interest and deferred interest
payments, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.

Ongoing Surveillance:

Fitch will continue to monitor and review this transaction for
future rating adjustments.


GENERAL MOTORS: Fitch Rates New $1.5 Billion Senior Loan at BB
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB/RR1' rating to General Motors
Corporation's new $1.5 billion, seven-year senior secured term
loan.  GM's new term loan is also placed on Rating Watch Negative,
where it stands with GM's 'B' Issuer Default Rating and 'B/RR4'
senior unsecured debt pending resolution of the Delphi situation.

The new senior secured loan will be secured by perfected, first-
priority liens on machinery, equipment and special tools at
principal U.S. manufacturing facilities.

The loan is overcollateralized and full recovery is expected under
a default scenario.  The loan is also subject to a collateral
value test with collateral value required to be at least 2.5 times
(x) the amount of the loan outstanding.

The new secured term loan brings total secured debt facilities to
$7.5 billion.  Under Fitch's recovery analysis, the new term loan
would move the estimated recovery value for unsecured debtholders
to the very bottom of the 'RR4' range (estimated recovery of 30-
50%).  As a result, any changes to Fitch's assumptions or to GM's
liability structure could result in a downgrade of the unsecured
debt rating.

The new facility provides a very modest boost to liquidity, which
remains adequate to fund near-term negative cash flows.  Cash
flows remain negative due to operating results, working capital
drains and restructuring costs.  Liquidity is expected to be
boosted substantially by the pending sale of a controlling
interest in GMAC.

Operating results have benefited from the rollout of the GMT-900
series SUV products, and will further benefit from the rollout of
the refreshed pickup lineup.  However, industry sales declines in
these categories are likely to continue due to changing customer
tastes, the impact of higher gas prices and the impact of slower
growth, casting doubt on the sustainability of revenues in the
latter part of 2007.  The realization of cost savings from
restructuring efforts should become more evident, although high
commodity costs, restructuring costs and working capital outflows
will likely result in continued negative cash outflows in 2007.
The Delphi situation, further stresses in the supply base, and the
September 2007 UAW contract talks also pose event risk over the
near-term.


GLOBAL CROSSING: Sept. 30 Balance Sheet Upside-Down by $131 Mil.
----------------------------------------------------------------
Global Crossing Ltd. disclosed its financial results for the third
quarter of 2006 and provided updates on its business activities
for the same period.

"We've revved up our business and it shows on many fronts," John
Legere, Global Crossing's chief executive officer, said.  "We've
generated positive adjusted EBITDA in the third quarter and posted
revenue growth for the second quarter in a row -- and with the
completed acquisition of Fibernet and our announced merger with
Impsat, we've found two companies that complement our portfolio
and are expected to contribute positively to our overall financial
goals.  Our strategy is sound, our business is healthy and our
employees are focused on ensuring that Global Crossing is a true
stand-out in the telecommunications industry."

                           Highlights

Global Crossing's business performance continued to improve in the
third quarter of 2006 on a sequential and year-over-year basis.
On a sequential basis, "invest and grow" revenue, namely that part
of the business focused on serving global enterprises, carrier
data and indirect channel customers, grew by 5% compared with the
second quarter for both the company's UK subsidiary (GCUK) and for
its businesses outside of the UK.  Adjusted gross margin improved
to 41% of revenue from 38% in the second quarter, and adjusted
Earnings Before Interest, Taxes, Depreciation and Amortization
(EBITDA) was positive, ending the quarter at $7 million.

In addition, Global Crossing disclosed that the acquisition of UK-
based Fibernet Group Plc and the planned acquisition of Latin
America-based Impsat Fiber Networks.  Both companies will
accelerate execution of Global Crossing's strategy of delivering
converged IP services to enterprises and carriers globally, and
they will expand Global Crossing's UK and Latin American offerings
in their respective regions.

Global Crossing expects the Fibernet acquisition to contribute
annual revenue of more than $80 million, and to yield annual
adjusted EBITDA of $30 million after completion of the integration
and operational synergies are fully realized.  Additionally, the
combination of Fibernet with GCUK will yield up to $10 million of
capital expense savings.  Integration is expected to be complete
in 12 to 18 months and to cost up to $10 million.

The Impsat acquisition is expected to generate $270 million in
annual revenue and $70 million in adjusted EBITDA following
integration, which includes the impact of anticipated net expense
synergies of more than $10 million per year.  Integration will
take approximately 12 to 18 months after the transaction closes,
which is expected in the first quarter of 2007.

                     Revenue and Margin

During the third quarter, Global Crossing's consolidated revenue
grew sequentially by $5 million to $466 million.  Adjusted gross
margin grew $16 million and was 41% of revenue or $191 million in
absolute terms, compared with 38% of revenue or $175 million in
the second quarter.  "Invest and grow" revenue grew sequentially
by 5% or $14 million to $313 million in the third quarter.  This
was driven by growth in the company's businesses outside of the
UK, which generated $205 million in "invest and grow" revenue, up
$9 million from $196 million in the second quarter.  Global
Crossing's GCUK subsidiary generated $108 million in "invest and
grow" revenue, a $5 million sequential improvement.  Adjusted
gross margin for the "invest and grow" segment was $172 million in
absolute terms or 55% of revenue for the third quarter.  This was
a $17 million sequential improvement from $155 million in the
second quarter of 2006 or 52% of revenue.

Cost of revenue -- which includes cost of access; technical real
estate, network and operations; third party maintenance; and cost
of equipment sales -- was $381 million in the third quarter, down
$12 million or 3% from $393 million in the second quarter of 2006.
Cost of access accounted for $275 million of Global Crossing's
cost of revenue during the third quarter, down $11 million or 4%
from the second quarter of 2006 when cost of access expense was
$286 million.  Sales, general and administrative costs were $78
million in the third quarter of 2006, compared with $85 million in
the second quarter of 2006.

                          Earnings

Adjusted EBITDA was positive for the third quarter at $7 million,
compared with a loss of $17 million in the second quarter of
2006.  Consolidated loss applicable to common shareholders was
$51 million, compared with a loss of $77 million in the second
quarter of the year.

                     Cash and Liquidity

As of Sept. 30, 2006, unrestricted cash and cash equivalents
totaled $417 million, and restricted cash was $7 million.  Global
Crossing used $39 million of cash in the third quarter, including
the use of $45 million for capital expenditures and principal on
capital leases.  Cash sources included $17 million of sales
proceeds for Indefeasible Rights of Use.

Global Crossing expects that it will generate positive cash flow
for the fourth quarter of 2006.

On Oct. 11, 2006, Global Crossing disclosed it had acquired
Fibernet for approximately $95 million in cash.  The company
has received a financing commitment for up to approximately
$95 million from ABN Amro to finance the Fibernet acquisition.
On Oct. 26, 2006, Global Crossing disclosed an agreement to
acquire Impsat for $95 million in cash and the assumption of
Impsat's debt, which totaled $241 million as of June 30, 2006.
The company will fund the Impsat transaction with approximately
$160 million of its cash resources, and it has received a
financing commitment from Credit Suisse for up to $200 million to
be used to refinance existing Impsat debt.  Closing is subject to
the approval of Impsat's common shareholders, certain debt
holders, certain regulatory approvals and other closing
conditions.

                      About Global Crossing

Headquartered in Florham Park, New Jersey, Global Crossing Ltd. --
http://www.globalcrossing.com/-- provides telecommunication
services over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe including Bermuda, Argentina, Brazil, Chile,
Mexico, Panama, Peru and Venezuela.  Global Crossing serves many
of the world's largest corporations, providing a full range of
managed data and voice products and services.  The company filed
for chapter 11 protection on Jan. 28, 2002 (Bankr. S.D.N.Y. Case
No. 02-40188).  When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003.

At Sept. 30, 2006, Global Crossing Ltd.'s balance sheet reflected
a $131 million stockholders' deficit.  At June 30, 2006, Global
reported $1.87 billion in total assets and $1.95 billion in total
liabilities, resulting to a stockholders' deficit of $86 million.
It also reported a $173 million stockholders' deficit on Dec. 31,
2005.


GLOBAL CROSSING: Will Acquire IMPSAT Fiber for $95 Million
----------------------------------------------------------
Global Crossing Ltd. has agreed to acquire IMPSAT Fiber Networks
Inc. for $9.32 in cash for each share of Impsat common stock,
representing a total equity value of approximately $95 million.

Global Crossing will assume, refinance, and repay Impsat's debt,
which was $241 million as of June 30, 2006.  Impsat's cash balance
as of June 30, 2006, was $23 million, resulting in a net debt
balance of $218 million at that date.  The transaction is expected
to close in the first quarter of 2007.

The acquisition of Impsat will accelerate Global Crossing's
strategy to provide converged Internet provider services to
enterprises and carriers globally, in addition to enhancing the
company's financials.

Impsat, as a leading Latin American provider of IP, hosting and
value-added data solutions, will add over 4,500 customers to
Global Crossing's ranks, all of which are supported by a world
class sales and customer care team with local presence in seven
Latin American countries.

Impsat's extensive IP-based intercity network, 15 metropolitan
networks and 15 advanced hosting centers will provide a greater
breadth of services and coverage to Global Crossing's Latin
American operations.

Impsat will also add scale to the company's regional presence and
will enhance its competitive position as a global service provider
to multinational enterprises and carrier customers.

Global Crossing expects the acquisition to contribute annual
revenue of more than $270 million, and to yield annual Adjusted
Earnings Before Interest, Taxes, Depreciation and Amortization of
more than $70 million after operational synergies are fully
realized.  Annual operational savings after integration are
expected to be more than $10 million.

Integration of the business is expected to be completed 12 to 18
months after closing of the transaction, at a one-time cost of
approximately $10 million.

John Legere, Global Crossing's chief executive officer, said, "The
combination of Impsat's data-centric customer set, extensive Latin
American network and managed IP capabilities with Global
Crossing's proven ability to deliver converged IP services on a
global scale is a compelling win for the customers of both
companies.

"The Impsat acquisition, along with our recently completed
acquisition of Fibernet in the UK, demonstrates our strategic and
focused participation in industry consolidation.  We will
aggressively pursue those opportunities that would enhance our
core business, expand our service capabilities and improve our
financials."

Global Crossing and Impsat have had a commercial relationship
since 2000, when Global Crossing selected Impsat as one of its
providers of Point of Presence facilities for Global Crossing's
Latin American network, known as South American Crossing.

Impsat has also been a customer of Global Crossing in Latin
America since 2000.  This longstanding relationship means that
customers of both companies should enjoy a seamless transition
following closing of the transaction.

Ricardo Verdaguer, Impsat's chief executive officer, noted, "This
transaction demonstrates the value created by Impsat within the
telecommunications industry in Latin America and represents an
attractive offer to our shareholders.

"Our service-oriented employees and portfolio of IP- based
products and services mesh perfectly with Global Crossing's
strategy and culture, which emphasize technology, security,
customer support and control.  I believe combining our companies
will enhance the solutions we provide customers, create economies
of scale and further serve the economic development objectives of
the Latin American region."

At closing of the acquisition, Global Crossing expects to use
approximately $160 million of its existing cash for equity
payments to Impsat shareholders, transaction expenses and
repayment of a limited amount of indebtedness.  In addition,
Global Crossing has obtained a financing commitment from Credit
Suisse for up to $200 million to refinance most of the Impsat debt
that is not being repaid at closing.

Global Crossing has obtained a financing commitment for
approximately $95 million from ABN Amro to finance its previously
announced acquisition of Fibernet Group plc in the United Kingdom.
Together, the two financing arrangements, which are subject to
customary closing conditions, are intended to preserve sufficient
cash reserves to enable Global Crossing to pursue additional
growth opportunities that may arise, including those being
generated by industry consolidation.

The transaction is subject to the approval of Impsat's common
shareholders, certain debt holders, certain regulatory approvals
and other closing conditions.

Under separate agreements, Morgan Stanley & Co., a significant
shareholder and debt holder of Impsat; W.R. Huff Asset Management
Co., a significant debt holder; and certain officers and directors
of Impsat have agreed to support the transaction.

The Blackstone Group is acting as sole financial advisor, and
Latham and Watkins LLP and Jorge Ortiz y Asociados are acting as
legal counsel to Global Crossing on the transaction.

                   About IMPSAT Fiber Networks

IMPSAT Fiber Networks Inc. -- http://www.impsat.com/-- provides
private telecommunications networks and Internet services in Latin
America.  The company owns and operates 15 data centers and
metropolitan area networks in some of the largest cities in Latin
America, providing services to more than 4,200 national and
multinational companies, financial institutions, governmental
agencies, carriers, Internet service providers and other service
providers throughout the region.  Impsat has operations in
Argentina, Colombia, Brazil, Venezuela, Ecuador, Chile, Peru, the
United States and throughout Latin America and the Caribbean.

                      About Global Crossing

Headquartered in Florham Park, New Jersey, Global Crossing Ltd. --
http://www.globalcrossing.com/-- provides telecommunication
services over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe including Bermuda, Argentina, Brazil, Chile,
Mexico, Panama, Peru and Venezuela.  Global Crossing serves many
of the world's largest corporations, providing a full range of
managed data and voice products and services.  The company filed
for chapter 11 protection on Jan. 28, 2002 (Bankr. S.D.N.Y. Case
No. 02-40188).  When the Debtors filed for protection from their
creditors, they listed US$25,511,000,000 in total assets and
US$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003.


GLOBAL POWER: Wants Court Approval to Use BoA's Cash Collateral
---------------------------------------------------------------
Global Power Equipment Group Inc. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware for
permission to use the cash collateral securing repayments of its
obligations to Bank of America N.A.

On Oct. 1, 2004, the Debtors entered into a $1 million credit
agreement with Bank of America N.A.  On Apr. 1, 2005, the Debtors
further entered into a $25 million term loan and $75 million
revolving credit facility joint agreement with the U.S. Bank
of National Association and Bank of Oklahoma N.A., their senior
lenders.  These obligations were secured by liens and security
interest in substantially of the Debtors' assets.

The Debtors' proposed cash collateral will be used to fund its
administration and operating expenses.  Additionally, the Debtors
pledge approximately $8.5 million in cash and cash equivalent to
further secure the Debtors' obligations.

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

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


GUNDLE SLT: Weak Earnings Cue S&P Junk Rating on Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Gundle/SLT Environmental Inc. to 'B-' from 'B+'.

The outlook is stable.

At the same time, Standard & Poor's lowered the issue rating on
GSE's senior secured credit facilities to 'B' from 'B+', one notch
above the corporate credit rating.   Standard & Poor's
also raised the recovery rating to '1' from '2' on the senior
secured credit facilities, indicating a high expectation of full
recovery of principal in a payment default.

In addition, consistent with the lower corporate credit rating,
Standard & Poor's lowered the rating on the company's senior
unsecured notes to 'CCC' from 'B-'.  As of Sept. 30, 2006, the
company had about $187 million of debt outstanding.

"The downgrade reflects weaker-than-expected operating earnings
and cash flow, resulting in the deterioration of liquidity and key
credit protection measures," said Standard & Poor's credit analyst
Robyn Shapiro.

While Standard & Poor's expect adverse working capital trends to
reverse in the months ahead due to seasonality and lower raw
material costs, business conditions could remain challenging.
Because of the highly competitive environment in the geomembrane
industry, selling prices and operating margins are likely to
decrease with expected capacity additions worldwide.  Also, GSE's
contractual agreement with Waste Management Inc., which accounts
for 13% of sales, is set to expire on Dec. 31, 2006.

Although the terms and conditions of GSE's new arrangement with
Waste Management have not been finalized, management anticipates
that once the existing contract expires, revenues and
profitability will be hurt as a result.

The ratings on Houston, Texas-based GSE reflect the limited scope
of the company's operations, the commodity nature of its products,
vulnerability to fluctuating raw material costs, and a highly
leveraged financial risk profile.  Partially offsetting factors
include the company's market position as the largest manufacturer
of geomembrane liners, its global manufacturing and
distribution capabilities, and relatively stable end markets.

The ratings are supported by Standard & Poor's expectation that
liquidity will improve significantly by year-end and the company
will maintain sufficient liquidity under its revolving credit
facility to withstand seasonal swings in working capital.

Additionally, cost-cutting efforts as well as managements'
strategic focus to diversify the business should lead to improving
operating performance in the intermediate term.

Standard & Poor's expect that GSE will approach any acquisition
spending in a manner that does not erode credit quality.  S&P also
expect that the company will obtain covenant relief if necessary.

If favorable developments during the next several months result in
meaningful improvements in operating performance and credit
measures, the rating agency could revise the outlook to
positive.  However, if raw material cost inflation or competitive
pressures result in a further deterioration of operating results
and liquidity, the outlook could be revised to negative or the
ratings lowered.


HARRAH'S OPERATING: Moody's Puts Ratings on Review & May Downgrade
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Harrah's on review
for possible downgrade reflecting a weakening liquidity cushion
caused by the unresolved buy-out proposal that has delayed the
company from going to market to refinance near term maturities.

Harrah's is likely to draw on its $5.0 billion revolving credit
facility to repay its 8.5% senior notes that mature on Nov. 2006
and to finance its pending $530 million acquisition of London
Clubs.

As a result, Moody's estimates revolver availability could drop to
around $700 to $800 million by year-end 2006.  This level of
availability is insufficient to support the company's near term
maturities of $500 million, 9.375% senior subordinated notes due
Feb. 2007, and $500 million 5.375% senior notes due June 2007.

Moody's is concerned that Harrah's may need to provide security
for future borrowings which would result in a downgrade of the
company's existing senior unsecured and subordinated bond ratings.

The review for possible downgrade will focus on the company's
plans to shore up its near term liquidity profile, as well as the
outcome of the board's review of the pending buy-out offer or
other debt financed initiatives to enhance shareholder value that
could occur if the buy-out proposal does not go forward.

As outlined in Moody's previous rating action, if an agreement is
reached to take Harrah's private in an all debt financed
transaction, Moody's estimates a potential downgrade to the single
B rating category.  If a transaction is not consummated, Moody's
is concerned that management may face considerable pressure to
increase returns to shareholders that would need to be financed
with new debt.

Ratings affected:

   * Issuer: Caesars Entertainment, Inc.

     -- Senior Unsecured, Placed on Review for Possible
        Downgrade, currently Baa3

     -- Senior Subordinated, Placed on Review for Possible
        Downgrade, currently Ba1

     -- Outlook, Changed To Rating Under Review From Negative

   * Issuer: Harrah's Operating Company, Inc.

     -- Senior Unsecured, Placed on Review for Possible
        Downgrade, currently Baa3

     -- Multiple Seniority Shelf, Placed on Review for Possible
        Downgrade, currently (P)Baa3 / (P)Ba1

     -- Senior Unsecured Commercial Paper, Placed on Review for
        Possible Downgrade, currently P-3

     -- Outlook placed under review from negative

Moody's last rating action was a change in Harrah's rating outlook
to negative that occurred on Oct. 2, 2006.

Headquartered in Las Vegas, Nevada, Harrah's Entertainment, Inc.,
through its wholly-owned subsidiary, Harrah's Operating Company,
Inc., operates 37 casinos, primarily under the Harrah's, Caesar's,
and Horseshoe brand names.


HEARTLAND PARTNERS: Disclosure Approved & Modified Plan Confirmed
-----------------------------------------------------------------
The Honorable Eugene R. Wedoff of the U.S. Bankruptcy Court for
the Northern District of Illinois in Chicago:

   -- approved Heartland Partners L.P and its debtor-affiliates'
      disclosure statement, and

   -- confirmed the Debtors' Second Amended Joint Plan of
      Liquidation.

Judge Wedoff determined that the Modified Plan satisfies the
13 standards for confirmation under Section 1129(a) of the
Bankruptcy Code.

                       Overview of the Plan

All of the Debtors' property will either be sold, liquidated, or
abandoned.  As of the Plan Effective Date, the Liquidation
Proceeds and all other property of each Debtor's Estate will be
transferred, conveyed, and assigned to the Liquidating Trust.

                         Liquidating Trust

On or before the Plan Effective Date, the Debtors will establish a
liquidating trust in accordance with the Liquidating Trust
Agreement.  The Debtors will be deemed to have transferred the
Liquidation Proceeds and all other property of the Debtors'
Estates to the Liquidating Trust pursuant to the terms of the
Liquidating Trust Agreement.

By confirmation of the Plan, the Bankruptcy Court will
specifically approve and designate the Liquidating Trust and the
Liquidating Trustee as representative of each Estate and will find
that the Liquidating Trust and the Liquidating Trustee are acting
on behalf of and for the benefit of the Liquidating Trust's
beneficiaries.

                         Terms of the Plan

The Debtors are classified in these classes:

   Class No.    Debtor
   ---------    ------
      1         CMC Heartland Partners
      2         Heartland Development Corporation
      3         Heartland Partners, L.P.
      4         CMC/Heartland Partners Holdings, Inc.
      5         HTI Interests, LLC

These classes will be paid in full:

   -- Class 1A Non-Tax Priority Claims,
   -- Class 2A Non-Tax Priority Claims,
   -- Class 3A Non-Tax Priority Claims,
   -- Class 4A Non-Tax Priority Claims, and
   -- Class 5A Non-Tax Priority Claims.

Allowed Class 1B, 2B, 3B, 4B, and 5B LaSalle's Secured Claim is
impaired.  Under the Plan, LaSalle's security interest will attach
to the Trust Assets, and LaSalle is entitled to all rights and
remedies under the Letter of Credit.

Holders of Class 1C, 2C, 3C, 4C, and 5C Other Secured Claims have
a first priority interest in the collateral securing their claim.
At the Debtors' election, the holder will receive the collateral
securing its claim or the liquidation proceeds of the collateral
less the cost of liquidation.

On the Plan effective date or as soon as practicable, holders of
Class 1D, 2D, 3D, 4D, and 5D General Unsecured Claims will receive
cash equal to their pro rata share of the liquidation proceeds.

Holders of Class 1F, 2F, 3F, 4F, and 5F Equity Interests will not
receive anything under the Plan.

A full-text copy of the Debtors' Modified Plan of Liquidation is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=061113225735

Headquartered in Chicago, Illinois, Heartland Partners, LP,
(Amex: HTL) is a based real estate limited partnership with
properties, primarily in the upper Midwest and northern United
States.  CMC Heartland is a subsidiary of Heartland Partners, L.P.
and is the successor to the Milwaukee Road Railroad, founded in
1847.  The company and four of its affiliates filed for chapter 11
protection on Apr. 28, 2006 (Bankr. N.D. Ill. Case No. 06-04764).
Steven B. Towbin, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC, represents the Debtor.  No Official Committee of
Unsecured Creditors has been appointed in the Debtors' chapter 11
cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $4,375,000 and total debts
of $3,951,000.  The Debtors' consolidated list of 20 largest
unsecured creditors, however, showed more than $30 million in
environmental litigation claims.


HEXION SPECIALTY: Amends Pact for $2 Billion Credit Facilities
--------------------------------------------------------------
Hexion Specialty Chemicals Inc., amended its senior secured credit
facility pursuant to an amendment and restatement of the credit
agreement governing the credit facility.

The amended and restated credit agreement provides that the
Company's current seven-year $1.625 billion term loan facility
will remain outstanding, and also provides for an additional
$375 million seven-year term loan facility, with the term
beginning in May 2006.  It also provides that the Company's
current seven-year $50 million synthetic letter of credit facility
will remain outstanding, with the term beginning in May 2006.  The
Company disclosed that it continues to have access to the
$225 million revolving credit facility.

                  Sale of Senior Secured Notes

The Company, on Nov. 3, 2006, through its wholly owned finance
subsidiaries, Hexion U.S. Finance Corp. and Hexion Nova Scotia
Finance, ULC, sold $200 million of Second-Priority Senior Secured
Floating Rate Notes due 2014 and $625 million of 9 3/4% Second-
Priority Senior Secured Notes due 2014.  The Notes were issued
under an Indenture, dated Nov. 3, 2006, among Hexion U.S. Finance
Corp. and Hexion Nova Scotia Finance, ULC, certain guarantors
named therein, and Wilmington Trust Company, as Trustee.

The Floating Rate Notes bear interest at a rate per annum, reset
quarterly, equal to LIBOR plus 4.50%, provided, that, if a Note
Registration Default occurs, up to 1% of additional interest will
accrue on the Floating Rate Notes.  Interest will be paid
quarterly in arrears to the holders of record of the Floating Rate
Notes on February 15, May 15, August 15 and November 15 of each
year commencing on Feb. 15, 2007.

The Fixed Rate Notes bear interest at a rate per annum of 9 3/4%,
provided, that, if a Note Registration Default occurs, up to 1% of
additional interest will accrue on the Fixed Rate Notes.  Interest
will be paid semi-annually in arrears to the holders of record of
the Notes on May 15 and November 15 of each year commencing on May
15, 2007.

The terms of the Notes are substantially identical to the
indenture, dated as of Aug. 12, 2004.  However, are not fungible
with the previously issued second-priority notes.

Under the terms of the Indenture, the Company is subject to
certain customary covenants, that, among other things, restrict
its ability to create liens on its assets, incur debt at its
subsidiaries or enter into sale leaseback transactions, subject to
a number of important qualifications and exceptions.  The
Indenture also specifies certain events of default, including
failure to pay principal and interest on the Notes, failure to
comply with covenants, subject to a grace period in certain
instances, and certain bankruptcy, insolvency or reorganization
events.

               Notes Registration Rights Agreement

In connection with the sale of Floating Rate Notes and Fixed Rate
Notes, the Company and certain of our wholly owned subsidiaries,
including Hexion U.S. Finance Corp. and Hexion Nova Scotia
Finance, ULC, entered into a registration rights agreement with
Credit Suisse Securities (USA) LLC, as representative of the
initial purchasers of the Notes.

Pursuant to the registration rights agreement, the Company agreed
to file a registration statement to exchange the Notes for new
notes, with substantially identical terms to the Notes being
exchanged.  It also agreed to cause the Note Exchange Offer
Registration Statement to be declared effective under the
Securities Act and to offer the new notes in exchange for
surrender of the Notes.  For each Note validly tendered, the
Company will issue to the holder of the Note a new note, which
will be freely transferable by holders other than its affiliates
after the exchange offer without further registration under the
Securities Act.

In certain circumstances and subject to certain conditions, the
Company agreed to cause a shelf registration statement covering
resales of the Notes to be declared effective and to keep it
effective for a period up to Nov. 3, 2008.

The Company also agreed that if it fails to timely file a Note
Exchange Offer Registration Statement or a Note Shelf Registration
Statement or if certain other conditions are not met, it will pay
additional cash interest on the Notes or new notes at the rate of
0.25% per annum for the first 90-day period immediately following
the occurrence of a Note Registration Default, and will increase
by an additional 0.25% per annum for subsequent 90-day period up
to a maximum of 1% per annum until the earlier of the cure of the
Note Registration Default or Nov. 3, 2008.

                     Intercreditor Agreement

On Nov. 3, 2006, the Company entered into an intercreditor
agreement governing the relationship between creditors under its
senior secured credit facility and creditors under the Notes with
respect to certain shared collateral.  Pursuant to the terms of
the intercreditor agreement, at any time at which first-priority
secured obligations are outstanding, the intercreditor agent,
initially, JPMorgan Chase Bank, N.A., the administrative agent
under the senior secured credit facility, will determine the time
and method by which the security interests in the collateral
securing the Notes and the senior secured credit facility will be
enforced.  The trustee under the Notes will not be permitted to
enforce the security interests securing the Notes except, in any
insolvency or liquidation proceeding, as necessary to file a claim
or statement of interest with respect to the Notes or as necessary
to take any action in order to create, prove, preserve, perfect or
protect its rights in the second-priority liens.

The intercreditor agreement further provides that, so long as
there are first-priority secured obligations outstanding:

     (i) the holders of first-priority secured obligations may
         direct the intercreditor agent to take actions with
         respect to the shared collateral without the consent of
         the holders of the Notes;

    (ii) the Company may require the trustee under the Notes to
         agree to modify the applicable security documents or the
         intercreditor agreement, without the consent of the
         trustee under the Notes and the holders of the Notes, to
         secure additional extensions of credit and add additional
         secured creditors so long as the modifications do not
         expressly violate the provisions of the senior secured
         credit agreement or the Indenture; and

   (iii) the holders of the first-priority secured obligations may
         change, waive, modify or vary the security documents
         without the consent of the holders of the Notes, provided
         that the change, waiver or modification does not
         materially adversely affect the rights of the holders of
         the Notes and the other secured creditors.

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

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2006
Standard & Poor's Ratings Services lowered its corporate credit
rating on Hexion Specialty Chemicals Inc. to 'B' from 'B+'.  The
outlook is stable.  S&P also lowered the rating on the existing
$225 million first-lien senior secured revolving credit facility
to 'B' from 'B+'.

As reported in the Troubled Company Reporter on Oct. 19, 2006
Moody's Investors Service assigned B3 ratings to the new
guaranteed senior secured second lien notes due 2014 of Hexion
Specialty Chemicals Inc.


HOLLINGER INT'L: Balance Sheet Upside-Down by $322MM at Sept. 30
----------------------------------------------------------------
Sun-Times Media Group, Inc., fka Hollinger International Inc.,
reported a $34.9 million net loss for the third quarter ended
Sept. 30, 2006, compared to a $9.1 million loss in the third
quarter of 2005.

The loss from continuing operations was also $34.9 million,
compared to a loss from continuing operations of $10.8 million in
the third quarter of 2005.

The loss from continuing operations for the nine months ended
Sept. 30, 2006 was $41.3 million, compared with a loss of
$51.7 million for the nine months ended Sept. 30, 2005.

The Company's balance sheet at Sept. 30, 2006, showed $905,298,000
in total assets and $1,227,326,000 in total liabilities, resulting
in a $322,028,000 stockholders' deficit.

               STNG Operating Segment Results

Total operating revenues for the third quarter were $99.1 million
compared with $113.6 million in the year-ago period.  All of the
Company's revenues are generated by its Sun-Times News Group
operating segment.

Advertising revenues in the third quarter were $76.4 million, down
$12.5 million, or 14%, compared with the prior year period.  The
Company estimates that newspaper print advertising declined
approximately 9.7% in the third quarter for the greater Chicago
market versus the comparable period in 2005.  This compares with
2.6% in the first quarter and 7.5% in the second quarter,
respectively.

STNG's advertising revenue performance lagged the Chicago market
in the third quarter largely due to weakness at the Chicago Sun-
Times, as well as at publications in the southwest suburbs,
including the Daily Southtown.

Consistent with the Company's expectations, its suburban titles,
excluding the southwest suburban publications, modestly improved
their market share of print advertising revenue in the third
quarter versus the year-ago period.

Circulation revenues in the third quarter were down 8% compared
with the same period a year ago.  The $1.7 million decline
reflects lower single-copy sales and continued competitive
discounting of home subscription rates.

Newsprint expense in the third quarter was $15.1 million, down 12%
from the prior year period.  Total newsprint consumption was down
22% due to lower circulation and page volumes, as well as planned
reductions of page sizes of many of STNG's titles.  Reduced
consumption more than offset an approximately 13% increase in
average cost per metric ton compared to the third quarter of last
year.

STNG segment compensation expense declined $900,000 to
$43.2 million in the third quarter due to lower headcount
resulting from reorganization efforts and attrition, which more
than offset wage increases and $500,000 additional severance
costs.

Other operating costs increased by $500,000 to $33.1 million in
the third quarter from the comparable period a year ago due to
increased professional fees of $1.3 million, largely to support
the reorganization effort, and increased advertising and marketing
expense of $500,000, partially offset by lower bad debt expense of
$500,000, and cost savings.

                 Investment & Corporate Group

Operating expenses of the Investment and Corporate Group were
$19.7 million in the third quarter, up $1.6 million from the same
period last year, largely due to severance costs of $4.1 million
related to the planned closing of the Company's New York office at
year end.

Spending related to the Special Committee investigation and
litigation was $6.7 million in the 2006 third quarter, down
$2.6 million from the same period a year ago.  Lower costs related
to the Special Committee, together with a decrease in wages of
approximately $1.7 million, were partially offset by a
$2.6 million increase in other legal and professional fees,
largely due to increases in internal audit and compliance
activities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?1514

Gordon A. Paris, Chief Executive Officer, said, "We have taken
significant steps to improve our cost structure and address the
challenging market and competitive environment.  There is more
work to do.  The Company has a valuable collection of titles with
strong brand identity.  We are exploring ways to better leverage
these brands to improve our profitability.  In particular, with
respect to the Chicago Sun-Times, we are analyzing alternatives to
reposition and reenergize that property to more effectively meet
the needs of our targeted print and online readers and
advertisers.  We also continue to better align our cost structure
with our revenue base, with efficiencies that include the
previously announced Gary and Harlem plant closures, aggressive
working capital management, reductions in newsprint consumption,
and a series of other measures to reduce costs.

"At the same time, in our continuing efforts to maximize
shareholder value, the Board is very focused on resolving the
outstanding non-operating issues facing the Company, and we are
actively assessing a broad array of options across the Company and
its assets," concluded Mr. Paris.

The Board is currently engaged in a search for a new Chief
Executive Officer to be based in Chicago.  The Board expects to
announce an appointment shortly.

                Stock Option Practices Review

Sun-Times is conducting an investigation into stock option awards
to executives and key employees through 2003, when the Company
ceased granting stock options.  The investigation is being
conducted by the Special Committee of the Board of Directors.
While the investigation is not yet complete, preliminary results
indicate that the grant dates on some stock option awards were
misdated between 1999 and 2002.

Based upon the preliminary results, management believes that the
amounts resulting from option misdating do not have a material
impact on the financial statements for the relevant periods.
However, the Company will need to determine whether any of these
instances were intentional, which could require the restatement of
affected prior year results.

                  About Hollinger International

Hollinger International Inc., nka Sun-Times Media Group, Inc --
http://www.hollingerinternational.com/-- is a newspaper publisher
whose assets include The Chicago Sun-Times and a large number of
community newspapers in the Chicago area.


HOLLINGER INT'L: Chancery Court Approves $50 Million Settlement
---------------------------------------------------------------
Sun-Times Media Group, Inc., fka Hollinger International Inc.,
reported Monday that the Delaware Court of Chancery has approved a
settlement of the claims brought against certain of the Company's
former independent directors in a derivative action filed by
Cardinal Value Equity Partners in December 2003.

The settlement, which was originally disclosed in May 2005,
provides for the payment of $50 million to the Company.  The
settlement will be funded by proceeds from certain of the
Company's executive and organization liability insurance policies.
Of the $50 million to be received by the Company, $2.5 million
will be paid to Cardinal's counsel as attorneys' fees.  The Court
also approved a previously announced $2.8 million settlement with
former Company executive Peter Y. Atkinson.

Gordon A. Paris, Chief Executive Officer and Chairman of the
Special Committee of the Board of Directors, commented, "We are
pleased that the Delaware Chancery Court has approved these
settlements.  The Special Committee is committed to continuing our
efforts to obtain additional recoveries for the Company."

The former directors who are parties to the Cardinal settlement
are:

     * Richard R. Burt
     * Henry A. Kissinger
     * Shmuel Meitar
     * James R. Thompson
     * Dwayne O. Andreas
     * Raymond G. Chambers
     * Marie-Josee Kravis
     * Robert S. Strauss
     * A. Alfred Taubman
     * Lord Weidenfeld
     * Leslie H. Wexner.

The settlement agreement contains no admission of wrongdoing or
liability by any of these individuals.

The proceeds of the Cardinal suit settlement will be held in
escrow until the resolution of any appeal of the order approving
the settlement.

As part of the settlement, Cardinal's claims against the remaining
defendants:

    * Conrad M. Black
    * Barbara A. Black
    * Daniel W. Colson
    * Richard N. Perle
    * F. David Radler
    * Bradford Publishing Company
    * Horizon Publications, Inc.

will be dismissed without prejudice.

The dismissal without prejudice will enable the Special Committee
to continue to pursue the Company's claims against Mr. and Mrs.
Black, Mr. Radler, Mr. Colson, Mr. Perle, John A. Boultbee,
Hollinger Inc., Ravelston Corporation Limited, and Ravelston
Management Inc. in the U.S. District Court for the Northern
District of Illinois.

That litigation has been stayed pending the outcome of a criminal
case that the United States Attorney for the Northern District of
Illinois has brought against certain of those individuals.  The
dismissal without prejudice also enables the Special Committee to
pursue claims against Bradford Publishing Company and Horizon
Publications, Inc.

                  About Hollinger International

Hollinger International Inc., nka Sun-Times Media Group, Inc --
http://www.hollingerinternational.com/-- is a newspaper publisher
whose assets include The Chicago Sun-Times and a large number of
community newspapers in the Chicago area.


HOME EQUITY: Moody's Rates Class B-1 Subor. Certificates at Ba1
---------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Home Equity Mortgage Trust 2006-5 and
ratings ranging from Aa1 to Ba1 to subordinate certificates in the
deal.

The securitization is backed by various originators originated,
fixed-rate, closed end second mortgage loans acquired by DLJ
Mortgage Capital, Inc.  The ratings are based primarily on the
credit quality of the loans and on protection against credit
losses by subordination, excess spread, overcollateralization, and
the interest-rate swap agreement provided by Credit Suisse
International.

Moody's expects collateral losses to range from 7.9% to 8.6%.

Select Portfolio Servicing, Inc. and Ocwen Loan Servicing, LLC
will service the loans, and SPS will act as master servicer.
Moody's has assigned SPS its servicer quality rating of SQ2- as a
servicer of second-lien mortgage loans.

These are the rating actions:

   * Home Equity Mortgage Trust 2006-5

   * Home Equity Mortgage Pass-Through Certificates,
     Series 2006-5

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


IMPSAT FIBER: Will be Acquired by Global Crossing for $95 Million
-----------------------------------------------------------------
Global Crossing Ltd. has agreed to acquire IMPSAT Fiber Networks
Inc. for $9.32 in cash for each share of Impsat common stock,
representing a total equity value of approximately $95 million.

Global Crossing will assume, refinance, and repay Impsat's debt,
which was $241 million as of June 30, 2006.  Impsat's cash balance
as of June 30, 2006, was $23 million, resulting in a net debt
balance of $218 million at that date.  The transaction is expected
to close in the first quarter of 2007.

The acquisition of Impsat will accelerate Global Crossing's
strategy to provide converged Internet provider services to
enterprises and carriers globally, in addition to enhancing the
company's financials.

Impsat, as a leading Latin American provider of IP, hosting and
value-added data solutions, will add over 4,500 customers to
Global Crossing's ranks, all of which are supported by a world
class sales and customer care team with local presence in seven
Latin American countries.

Impsat's extensive IP-based intercity network, 15 metropolitan
networks and 15 advanced hosting centers will provide a greater
breadth of services and coverage to Global Crossing's Latin
American operations.

Impsat will also add scale to the company's regional presence and
will enhance its competitive position as a global service provider
to multinational enterprises and carrier customers.

Global Crossing expects the acquisition to contribute annual
revenue of more than $270 million, and to yield annual Adjusted
Earnings Before Interest, Taxes, Depreciation and Amortization of
more than $70 million after operational synergies are fully
realized.  Annual operational savings after integration are
expected to be more than $10 million.

Integration of the business is expected to be completed 12 to 18
months after closing of the transaction, at a one-time cost of
approximately $10 million.

John Legere, Global Crossing's chief executive officer, said, "The
combination of Impsat's data-centric customer set, extensive Latin
American network and managed IP capabilities with Global
Crossing's proven ability to deliver converged IP services on a
global scale is a compelling win for the customers of both
companies.

"The Impsat acquisition, along with our recently completed
acquisition of Fibernet in the UK, demonstrates our strategic and
focused participation in industry consolidation.  We will
aggressively pursue those opportunities that would enhance our
core business, expand our service capabilities and improve our
financials."

Global Crossing and Impsat have had a commercial relationship
since 2000, when Global Crossing selected Impsat as one of its
providers of Point of Presence facilities for Global Crossing's
Latin American network, known as South American Crossing.

Impsat has also been a customer of Global Crossing in Latin
America since 2000.  This longstanding relationship means that
customers of both companies should enjoy a seamless transition
following closing of the transaction.

Ricardo Verdaguer, Impsat's chief executive officer, noted, "This
transaction demonstrates the value created by Impsat within the
telecommunications industry in Latin America and represents an
attractive offer to our shareholders.

"Our service-oriented employees and portfolio of IP- based
products and services mesh perfectly with Global Crossing's
strategy and culture, which emphasize technology, security,
customer support and control.  I believe combining our companies
will enhance the solutions we provide customers, create economies
of scale and further serve the economic development objectives of
the Latin American region."

At closing of the acquisition, Global Crossing expects to use
approximately $160 million of its existing cash for equity
payments to Impsat shareholders, transaction expenses and
repayment of a limited amount of indebtedness.  In addition,
Global Crossing has obtained a financing commitment from Credit
Suisse for up to $200 million to refinance most of the Impsat debt
that is not being repaid at closing.

Global Crossing has obtained a financing commitment for
approximately $95 million from ABN Amro to finance its previously
announced acquisition of Fibernet Group plc in the United Kingdom.
Together, the two financing arrangements, which are subject to
customary closing conditions, are intended to preserve sufficient
cash reserves to enable Global Crossing to pursue additional
growth opportunities that may arise, including those being
generated by industry consolidation.

The transaction is subject to the approval of Impsat's common
shareholders, certain debt holders, certain regulatory approvals
and other closing conditions.

Under separate agreements, Morgan Stanley & Co., a significant
shareholder and debt holder of Impsat; W.R. Huff Asset Management
Co., a significant debt holder; and certain officers and directors
of Impsat have agreed to support the transaction.

The Blackstone Group is acting as sole financial advisor, and
Latham and Watkins LLP and Jorge Ortiz y Asociados are acting as
legal counsel to Global Crossing on the transaction.

                      About Global Crossing

Headquartered in Florham Park, New Jersey, Global Crossing Ltd. --
http://www.globalcrossing.com/-- provides telecommunication
services over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe including Bermuda, Argentina, Brazil, Chile,
Mexico, Panama, Peru and Venezuela.  Global Crossing serves many
of the world's largest corporations, providing a full range of
managed data and voice products and services.  The company filed
for chapter 11 protection on Jan. 28, 2002 (Bankr. S.D.N.Y. Case
No. 02-40188).  When the Debtors filed for protection from their
creditors, they listed US$25,511,000,000 in total assets and
US$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003.

                   About IMPSAT Fiber Networks

IMPSAT Fiber Networks Inc. -- http://www.impsat.com/-- provides
private telecommunications networks and Internet services in Latin
America.  The company owns and operates 15 data centers and
metropolitan area networks in some of the largest cities in Latin
America, providing services to more than 4,200 national and
multinational companies, financial institutions, governmental
agencies, carriers, Internet service providers and other service
providers throughout the region.  Impsat has operations in
Argentina, Colombia, Brazil, Venezuela, Ecuador, Chile, Peru, the
United States and throughout Latin America and the Caribbean.

                       Going Concern Doubt

In its audit report on the consolidated financial statements for
year ended Dec. 31, 2005, auditors working for Deloitte & Touche
LLP noted that IMPSAT Fiber Networks, Inc.'s current liquidity
position, high debt obligations, and negative operating results
raised substantial doubt as to its ability to continue as a going
concern.


INDUSTRIAL ENTERPRISES: Amends March 31, 2006 Financial Statements
------------------------------------------------------------------
Industrial Enterprises of America Inc. amends its financial
statements on Form 10-QSB/A for the quarter period ended March 31,
2006, to the Securities and Exchange Commission.

The company restated its financial statements, including the notes
for the three months ended March 31, 2006, in order to correct an
error in recording the sale of its operating assets under the
equity method of accounting instead of recording the transaction
as an arms' length transaction recognizing the fair market value
of the securities received in the transaction.

                  Restated 2006 Quarterly Results

For the three months ended March 31, 2006, the Company incurred a
$6.8 million net loss on $9 million of net revenues compared to a
$851,341 net loss on $831,831 of net revenues for the same period
in 2005.

At March 31, 2006, the Company's restated balance sheet showed
total assets of $34,573,958, total liabilities of $21,327,474 and
total stockholders' equity of $13,246,484.

A full-text copy of the Company's restated quarterly report is
available for free at http://researcharchives.com/t/s?14f9

                       Going Concern Doubt

Beckstead and Watts, LLP, in Henderson, Nevada, raised substantial
doubt about Industrial Enterprises' ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended June 30, 2005.  The auditor pointed
to the Company's net losses from its inception, and its limited
operations, since the Company has not commenced planned principal
operations.

            About Industrial Enterprises of America

Headquartered in New York City, Industrial Enterprises of America,
Inc. (OTCBB:IEAM) is an automotive aftermarket supplier that
specializes in the sale of anti-freeze, auto fluids, and other
automotive additives & chemicals.  The company has distinct
proprietary brands that collectively serve the retail,
professional, and discount automotive aftermarket channels.


INDYMAC INDX: Moody's Rates Class M-10 Sub. Certificates at Ba1
---------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by IndyMac INDX Mortgage Loan Trust 2006-AR14
and ratings ranging from Aa1 to Ba1 to the subordinate
certificates of this deal.

The securitization is backed by first lien, adjustable-rate,
negative amortization mortgage loans originated by IndyMac Bank,
F.S.B.  The ratings are based primarily on the credit quality of
the loans and on protection from subordination,
overcollateralization and excess spread.

Moody's expects collateral losses to range from 1.05% to 1.25%.

IndyMac Bank F.S.B. will service the loans.  Moody's has assigned
IndyMac Bank F.S.B its servicer quality rating of SQ2 as a primary
servicer of prime first lien residential mortgage loans.

These are the rating actions:

   * IndyMac INDX Mortgage Loan Trust 2006-AR14

   * Mortgage Pass-Through Certificates, Series 2006-AR14

                     Cl. 1-A1A, Assigned Aaa
                     Cl. 1-A1B, Assigned Aaa
                     Cl. 1-A2A, Assigned Aaa
                     Cl. 1-A3A, Assigned Aaa
                     Cl. 1-A3B, Assigned Aaa
                     Cl. 1-A4A, Assigned Aaa
                     Cl. 1-A1AU, Assigned Aaa
                     Cl. 1-A2AU, Assigned Aaa
                     Cl. 1-A3AU, Assigned Aaa
                     Cl. 1-A3BU, Assigned Aaa
                     Cl. 1-A4AU, Assigned Aaa
                     Cl. 1-AX, Assigned Aaa
                     Cl. 2-A,  Assigned Aaa
                     Cl. 2-AX, Assigned Aaa
                     Cl. M-1, Assigned Aaa
                     Cl. M-2, Assigned Aa1
                     Cl. M-3, Assigned Aa1
                     Cl. M-4, Assigned Aa2
                     Cl. M-5, Assigned Aa3
                     Cl. M-6, Assigned A1
                     Cl. M-7, Assigned A2
                     Cl. M-8, Assigned Baa1
                     Cl. M-9, Assigned Baa2
                     Cl. M-10,Assigned Ba1


INTEGRATED HEALTHCARE: Restates 2006 1st & 2nd Quarter Financials
-----------------------------------------------------------------
Integrated Healthcare Holdings Inc. filed with the Securities and
Exchange Commission amended financial statements on Form 10-Q/A
for the quarterly periods ended March 31 and June 30, 2006, in the
overstatement of net revenues and accounts receivable.

According to the company, the restatements with respect to its
financial statements for these periods were necessary to write off
patient accounts receivable for services provided under capitated
contracts.

                  Restated 2006 Quarterly Results

At March 31, 2006, the Company's restated balance sheet showed
total assets of $132,883,713 and total liabilities of $161,279,718
resulting in a total stockholders' deficit of $28,396,005.

The Company's March 31 balance sheet also showed strained
liquidity with $73,123,217 in total current assets and
$153,299,970 in total current liabilities.

For the three months ended March 31, 2006, the company reported
$2.5 million of net income on $86,163,974 of net revenues.

At June 30, 2006, the Company's restated balance sheet showed
total assets of $133,341,527 and total liabilities of $160,409,681
resulting in a total stockholders' deficit of $27,068,154.

The Company's June 30 balance sheet also showed strained liquidity
with $74,444,424 in total current assets and $152,775,883 in total
current liabilities.

For the three months ended June 30, 2006, the company earned
$1.3 million on $89.8 million of net revenues compared to a $10.1
million net loss on $83.1 million of net revenues for the same
period in 2005.

A full-text copy of the Company's Restated Financial Report for
the Year Ended March 31, 2006, is available for free at:

              http://researcharchives.com/t/s?14f6

A full-text copy of the Company's Restated Financial Report for
the Quarter Ended June 30, 2006, is available for free at:

              http://researcharchives.com/t/s?14f7

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 3, 2006,
Ramirez International Financial & Accounting Services, Inc., in
Irvine, California, raised substantial doubt about Integrated
Healthcare Holdings, Inc.'s ability to continue as a going concern
after auditing the Company's consolidated financial statements for
the years ended Dec. 31, 2005, and 2004.  The auditor pointed to
the Company's losses, stockholders' deficiency, and need for
additional capital to refinance debt.

               About Integrated Healthcare Holdings

Based in Santa Ana, Calif., Integrated Healthcare Holdings, Inc.,
is a predominantly physician-owned company that acquired from
Tenet Healthcare Corp. four hospital facilities representing
approximately 12% of the hospital beds in Orange County,
California: 282-bed Western Medical Center in Santa Ana; 188-bed
Western Medical Center in Anaheim; 178-bed Coastal Communities
Hospital in Santa Ana; and 114-bed Chapman Medical Center in
Orange.


J.P. MORGAN: S&P Removes Negative Watch on Junk Rated Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on eight
classes of commercial mortgage pass-through certificates from J.P.
Morgan Chase Commercial Mortgage Securities Corp.'s series 2004-
CIBC8 from CreditWatch, where they were placed with negative
implications on June 16, 2006.  Concurrently, two of these eight
ratings are lowered, and six are affirmed.  In addition, 12 other
ratings from the same transaction are affirmed.

The former CreditWatch negative placements reflected the default
of the 10th-largest loan, which S&P has continued to monitor.  The
CreditWatch resolutions follow Standard & Poor's receipt of
updated valuation information from the special servicer, Midland
Loan Services Inc., for the property securing the loan.

The rating affirmations reflect credit enhancement levels that
adequately support the ratings through multiple stress scenarios.

The 10th-largest loan, with a balance of $25.6 million, was
transferred to the special servicer in Jan. 2006 due to payment
default.  The loan is secured by the Parkwoods Apartments, an 826-
unit multifamily property in Dallas, Texas, which is also
encumbered by a $1.7 million B note held outside the trust.  The
loan is currently 90-plus-days delinquent.  To date, $1.1 million
in total advances have been made on behalf of the loan, which
includes interest thereon.  An appraisal reduction amount of
$9.4 million is in effect related to this loan.  Current occupancy
for the collateral property is 60%.

A March 2006 appraisal valued the property at $20 million.  After
receiving the appraisal, Midland learned that the property was
subject to a Land Use Restrictive Covenants for Low-Income Housing
Rents agreement, and that it was not in compliance.  A receiver
was appointed on March 27, 2006, and Midland further learned that
the City of Dallas had cited the property for numerous and
significant code violations.

As a result, a new appraisal was ordered to determine the effect
on value caused by the existence of the LURA, as well as by the
$1.6 million in deferred maintenance and the actions brought by
the City of Dallas.  The appraisal, dated November 2006, states an
"as-is" value of $11.9 million with the LURA in place.  Excluding
the LURA, the hypothetical as-is value is $13.2 million.  The
appraiser also referenced $1.6 million in deferred maintenance.
Midland is attempting to take title to the property through
foreclosure while also reviewing all possible remedies and options
available to the trust, including, but not limited to, pursuing
the carve-out guarantor.

Standard & Poor's estimates that losses upon the eventual
resolution of this asset will be substantial, which is reflected
in the current rating actions.  The rating agency will continue to
closely monitor the loan to determine whether additional rating
actions are warranted.

As of Oct. 12, 2006, the trust pool consisted of 105 loans with an
aggregate balance of $1.20 billion, down from $1.25 billion and
the same number of loans at issuance.  The master servicer,
Capmark Finance Inc., provided year-end 2005 financial information
for 100% of the pool.  Based on this information and excluding
defeased loans ($14.5 million, 1%), Standard & Poor's calculated a
weighted average debt service coverage of 1.75x for
the pool, up from 1.61x at issuance.  All of the loans in the pool
are current except for the Parkwoods Apartments loan, which is 90-
plus-days delinquent.  The only ARA in effect is related to the
Parkwoods Apartments loan.  To date, the trust has not experienced
a loss.

The top 10 loans, excluding the Parkwoods Apartments loan, have an
aggregate outstanding balance of $543.1 million (46%) and a
weighted average DSC of 2.14x, up from 1.82x at issuance.  The
increase is inflated, however, as five of the top 10 loans are
currently in their interest-only periods and the DSC at issuance
included the amortization of principal that has not yet commenced.
Including the amortization of these loans, the actual DSC is
1.84x.

The seventh-largest loan is on the watchlist and is discussed
below.  Standard & Poor's reviewed property inspections provided
by the master servicer for all of the assets underlying the top 10
loans.  Two properties were was characterized as "excellent,"
while the remaining collateral was characterized as "good."

Four of the top 10 loans in the pool exhibited credit
characteristics consistent with those of investment-grade
obligations at issuance and continue to do so.  This includes the
largest loan in the pool, which is a $153.1 million participation
interest in a $439.3 million A note that is secured by the Forum
Shops in Las Vegas.  The loan continues to exhibit credit
characteristics consistent with an 'AAA' rated obligation

Capmark reported a watchlist of 15 loans with an aggregate
outstanding balance of $140.1 million (11%), which includes one of
the top 10 loans in the pool.  The seventh-largest loan in the
pool, 544 Third Avenue ($34.5 million, 3%), is secured by
126 units of a 31-story, 133-unit multifamily property and
1,118 sq. ft. of ground floor retail space on Third Avenue between
36th and 37th streets in Manhattan.  The loan was placed on the
watchlist due to low DSC.  Net cash flow declined as a result of a
lower gross income and an increase in expenses.  Year-end 2005
occupancy was 94%, and DSC was 1.14x.

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the specially serviced loans and those
on the watchlist.  The expected losses and resultant credit
enhancement levels adequately support the current rating actions.

      Ratings Lowered And Removed From Creditwatch Negative

      J.P. Morgan Chase Commercial Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates Series 2004-Cibc8

                 Rating
                 ------
   Class     To        From             Credit enhancement (%)
   ----      --        ----             ----------------------
   N         CCC       CCC+/Watch Neg                     1.54
   P         CCC-      CCC/Watch Neg                      1.29

      Ratings Affirmed And Removed From Creditwatch Negative

     J.P. Morgan Chase Commercial Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2004-CIBC8

                Rating
                ------
   Class     To        From             Credit enhancement (%)
   -----     --        ----             ----------------------
   H         BBB-      BBB-/Watch Neg                     5.40
   J         BB+       BB+/Watch Neg                      3.35
   G         BBB       BBB/Watch Neg                      5.40
   K         BB-       BB-/Watch Neg                      2.83
   L         B         B/Watch Neg                        2.32
   M         B-        B-/Watch Neg                       1.93

                        Ratings Affirmed

     J.P. Morgan Chase Commercial Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2004-CIBC8

           Class       Rating   Credit enhancement(%)
           -----       ------   ---------------------
           A1          AAA                      14.92
           A-1A        AAA                      14.92
           A2          AAA                      14.92
           A3          AAA                      14.92
           A4          AAA                      14.92
           B           AA                       12.35
           C           AA-                      11.19
           D           A                         8.88
           E           A-                        7.72
           F           BBB+                      6.43
           X1          AAA                        N/A
           X2          AAA                        N/A

                       N/A - Not applicable.


JO-ANN STORES: Moody's Reviews Ratings and May Downgrade
--------------------------------------------------------
Moody's Investors Service downgraded all ratings of Jo-Ann Stores,
Inc. and left the ratings on review for possible further
downgrade.  The downgrade is prompted by persistently negative
comparable store sales and the potentially adverse impact on sales
and cash flow.

The review for downgrade also considers Moody's concern that
operational performance and debt protection measures could
continue to deteriorate during the key fourth quarter of the Jan.
2007 fiscal year to levels that are not appropriate for the
current ratings.

These ratings are lowered and left on review for possible further
downgrade:

   -- Corporate Family Rating to B3 from B1;

   -- Probability of Default Rating to B3 from B1;

   -- $100 million senior subordinated note (2012) to Caa2, LGD5,
      79%, from B3, LGD 5, 80%.

Moody's does not rate the $425 million secured bank credit
facility.

Given about $120 million of revolving credit facility availability
as of July 2006, Moody's recognizes Jo-Ann's currently adequate
liquidity position.

However, comparable store sales and margins have fared poorly over
recent quarters as most categories have generated weaker results
than industry peers.

In Moody's view, customer count and sales conversion have fallen
as potential customers have not found an appealing product
selection and shopping environment at Jo-Ann.  Moody's believes
that the company's strategic options could considerably narrow if
the fourth quarter is weak given our expectation that the new CEO
may not have an impact until the second half of calendar 2007.

During the review, Moody's will focus on:

   (a) prospects for sales and cash flow results during the
       forthcoming holiday season;

   (b) the company's liquidity and working capital profile over
       the next four to six quarters, and;

   (c) the strategic alternatives available to the company's new
       senior management team.

Ratings could be confirmed if Moody's becomes comfortable that
revenue and debt protection measures will become appropriate for
the assigned ratings in 2007.

Jo-Ann Stores, headquartered in Hudson, Ohio, is a fabric and
craft specialty retailers.  The company operates 817 retail
locations in 47 states.  Revenue for the twelve months ending July
29, 2006 was $1.9 billion.


KANSAS CITY: Moody's Rates Senior Unsecured Notes due 2013 at B3
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Kansas City
Southern de Mexico S.A de C.V.'s issue of senior unsecured notes
due 2013.

Moody's will withdraw the rating on KCSM's 10.25% senior unsecured
notes due 2007.

Also, Moody's changed the ratings outlook to stable from negative
for KCSM, Kansas City Southern Railway Company and Kansas City
Southern.

KCSM is highly leveraged compared to other railroad competitors,
with credit metrics that are consistent with other issuers at the
B3 rating level.  The company operates a geographically attractive
railway concession in Mexico and has shown strong recent
improvement in operating performance, somewhat lagging the trend
of the rest of the industry however.  KCSM is highly sensitive to
conditions in the Mexican economy and to Mexican regulation and
has a particularly high exposure to local automotive production
levels.

In addition, "KCSM has significant ongoing capital spending
requirements, especially for locomotives, which will likely limit
sustained improvement in credit metrics" according to Bob
Jankowitz, Senior Vice President at Moody's.

KCSM's debt level will not change as proceeds of the 2013 Notes
will pay for the 10.25% Notes tendered under KCSM's current Tender
Offer.  Because a substantial portion of the 10.25% Notes has been
tendered to date, Moody's will withdraw the rating on these notes.

However, issuing the 2013 Notes at this time will ease the near
term refinancing risk considerably, particularly since a condition
of KCSM's bank facility requires the outstanding 10.25% Notes to
be refinanced in March, 2007 at the latest.

In addition, KCSM is expected to renegotiate its bank term loan to
extend out the amortization schedule.

These financing actions at KCSM, combined with much better
operating performance at both railroads and management's efforts
to control the cash position, have improved liquidity for both
KCSM and KCSR.

Moody's expectations of adequate near-term liquidity and some
further operating improvement drove the revision in the rating
outlook to stable from negative.

Moody's notes that KCSM's 2013 Notes will not be guaranteed by
either KCSR or KCS.  Similarly, the KCSR debt is not guaranteed by
KCSM.

Kansas City Southern de Mexico owns the concession to operate
Mexico's northeast railway.


MAJESTIC HOLDCO: Lower Revenues Cue Moody's to Revise Outlook
-------------------------------------------------------------
Moody's Investors Service revised Majestic HoldCo, L.L.C.'s rating
outlook to negative from stable in response to a continued decline
in the company's overall year-to date operating performance due
primarily to lower revenues and market share as well as a
significant increase in promotional expenses in the Northern
Indiana gaming market.

As a result of this year-to-date trend, Majestic Star's
debt/EBITDA is close to 6.8x taking into account a full year of
the Trump acquisition that occurred in Dec. 2005, putting Majestic
Star's leverage at the very low end of the 'B' indicated rating
category for that particular metric, according to Moody's Global
Gaming methodology.

Majestic Holdco, LLC's B2 corporate family and Caa1 senior
discount note ratings, along with Majestic Star Casino, LLC's B1
senior secured note and Caa1 senior unsecured note ratings, were
affirmed, although further declines over the next two quarters
would likely result in a ratings downgrade.  Majestic Star's two
Indiana casino properties generate a majority of the company's
consolidated revenues and EBITDA.

On a year-to-date basis, Majestic Star's Northern Indiana
properties have experienced a 13.5% decline in gross gaming
revenues while the Northern Indiana gaming market overall has
increased about 5%.  Gross gaming revenues were impacted by
highway construction on the roads leading from Chicago as well as
increased promotional activity by the other riverboats in the
Northern Indiana market.  Boyd Gaming Blue Chip casino experienced
a 22.6% increase in year-to-date gross gaming revenues through
October 2006 following the opening of its single level barge
earlier this year.

During that same period, Resorts East Chicago experienced a 13.3%
increase in gross gaming revenues through October 2006 driven by
its increased marketing efforts to capture lost market share.

In addition to lower top line performance, Majestic Star's cash
flow and profitability was negatively impacted by the increase in
its promotional and complimentary expenses as management attempted
to improve the level of gaming play of existing customers and to
re-introduce the gaming facilities to customers that patronized
the Indiana properties prior to the acquisition and integration of
Trump Indiana.

Majestic Star has brought in new management at the Indiana
properties in an effort to improve operating results.  This, along
with a growing, albeit increasingly competitive, Northern Indiana
market, gives the company an opportunity to stabilize it results
over the next 6 to 12 month period.  Management stated that the
fourth quarter continues to be a building quarter and expects to
benefit from its marketing initiative sometime in the first
quarter of 2007.  If this does not occur, the company will likely
be downgraded.


MARK PARKER: Chapter 15 Petition Summary
----------------------------------------
Petitioner/Foreign Representative: Timothy Newson

Debtor: Mark Steven Parker
        8052 Taxahaw Road
        Kershaw, SC 29067

Case No.: 06-05212

Chapter 15 Petition Date: November 14, 2006

Court: District of South Carolina (Columbia)

Petitioner's Counsel: William E. Hopkins, Jr., Esq.
                      McCutchen Blanton Johnson & Barnette LLP
                      1414 Lady Street
                      Columbia, SC 29201
                      Tel: (803) 799-9791

Estimated Assets: $50,000 to $100,000

Estimated Debts:  $100,000 to $500,000


MESABA AVIATION: Wants Complaint on Labor Agreements Stayed
-----------------------------------------------------------
On behalf of Mesaba Aviation, Inc., Timothy R. Thornton, Esq., at
Briggs and Morgan P.A., in Minneapolis, Minnesota, tells the
Honorable Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota that the Debtor has reached tentative labor
agreements with the Air Line Pilots Association, International,
the Association of Flight Attendants-CWA, AFL-CIO, and the
Aircraft Mechanics Fraternal Association.

Accordingly, the Debtor asks Judge Kishel to enter a ruling
staying the complaint pending the results of the Unions' votes on
the tentative agreements.

Mr. Thornton asserts that staying the complaint is appropriate,
because:

    (a) a stay will further the appropriate role of the courts in
        dispute resolution under the Railway Labor Act;

    (b) the issues presented on appeal by the Unions will be moot
        upon completion of the votes and ratification of the
        tentative agreements;

    (c) a stay will conserve precious resources of the courts,
        the Debtor and the Unions; and

    (d) the Unions will not be materially harmed by a stay,
        particularly since the Debtor has not exercised its
        Section 1113 of the Bankruptcy Code right to implement
        terms.

According to Mr. Thornton, the Unions' members will complete
ratification voting by the end of November 2006.  A stay will
permit the RLA's dispute resolution process to come to fruition
without litigation dissonance.

Mr. Thornton explains that if the complaint is not stayed, the
appeals would plow forward without regard for the parties' major
dispute resolution success and the Debtor's meager assets.
Moreover, a stay will allow the parties to consider tentative
agreement ratification without distracting parallel litigation.

Unless a response in opposition is filed not later than
Nov. 15, 2006, Judge Kishel may grant the request without a
hearing.

Judge Kishel had enjoined the Unions from calling, instigating,
and engaging in any strikes, work stoppages, and other concerted
refusal to perform normal employment duties.

                     About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MESABA AVIATION: MAIR Wants Panel Barred from Challenging Payments
-----------------------------------------------------------------
MAIR Holdings, Inc., Mesaba Aviation, Inc.'s parent company, asks
the Honorable Gregory F. Kishel of the U.S. Bankruptcy Court for
the District of Minnesota to bar the Debtor's estate from
challenging its 2002 Dividend Transfers and administrative expense
payments.  MAIR Holdings also ask the Court to deny the Debtor's
Official Committee of Unsecured Creditors' request to void these
dividend transactions.

As reported in the Troubled Company Reporter on Nov. 14, 2006, the
Creditors' Committee has repeatedly alleged that MAIR Holdings is
the recipient of improper payments and dividends from the Debtor,
since its appointment in the Debtor's bankruptcy case.

Kenric D. Kattner, Esq., at Haynes and Boone, LLP, in Houston,
Texas, asserted that every payment and dividend that MAIR received
from the Debtor was appropriate under applicable law, and occurred
in the ordinary course of the Debtor's business.
Moreover, the Debtor was solvent at the time it made each payment
and dividend, and it remained solvent and able to pay its
obligations after each payment or dividend to MAIR.

On June 30, 2003, MAIR and the Debtor entered into a management
services agreement pursuant to which MAIR provides to the Debtor
financial and administrative services and incurs expenses on
behalf of, and for the Debtor's benefit.

As a result of an actual controversy between the parties involving
the Dividend Transfers and the MSA, MAIR specifically asked the
Court to declare that:

    (1) The Debtor's estate is barred from challenging the
        Dividends that occurred on April 30, November 30, and
        Aug. 31, 2002, based on the expiration of limitations,
        and the estate cannot recover these Dividends from, or
        assert an action against MAIR;

    (2) The Dividends were permitted distributions under
        governing Minnesota law, and the estate cannot recover
        these Dividends from, or assert an action against MAIR;
        and

    (3) The Dividends and the MSA Transfers are not subject to
        avoidance under Sections 544 and 548 of the Bankruptcy
        Code.

The Creditors' Committee subsequently asked the Court to void the
$10.9 million prepetition dividend transfers and other
administrative payments to MAIR Holdings, Inc., and to direct MAIR
Holdings to return these transfers to the Debtor's estate.

                         MAIR Talks Back

However, Mr. Kattner argues that the Creditors Committee's
counterclaims are barred by (a) limitations, (b) principles of
set-off, recoupment, or other equitable principles, and (c) the
doctrines of waiver and estoppel.

Mr. Kattner notes that applicable Minnesota law bars the
Creditors Committee's counterclaims to the extent that they seek
to avoid dividends.  The doctrine of in pari delicto bars the
counterclaims to the extent that they are premised on the
Debtor's wrongdoing.

Mr. Kattner says MAIR admits that Mesaba generated approximately
95% of MAIR's consolidated operating revenue in fiscal year 2005.
However, MAIR denies the allegation that Mesaba's operations
generated all of MAIR's net income in 2005.  Since 1996, the
Debtor subleased 11 of its aircraft from Pinnacle Airlines, Inc.,
Mr. Kattner explains.

MAIR further denies any implication that the Management Services
Agreement Transfers or the "One Year Transfers" rendered the
Debtor insolvent or incapable of meeting its obligations or
conducting its business.  MAIR submits that it received the MSA
Transfers and One Year Transfers from the Debtor in good faith,
and the Creditors Committee cannot establish that any transfer to
MAIR is avoidable under applicable law.

Additionally, Mr. Kattner says, MAIR admits that the Debtor paid
quarterly management fees to MAIR under the MSA, but denies any
implication that MAIR did not provide services under the MSA, or
that the Debtor did not receive value in exchange for payments
made pursuant to the MSA.

With respect to the appointment of Mesaba's Board of Directors,
MAIR, as the Debtor's sole shareholder, has elected the members
of the Board of Directors in accordance with Minnesota law, Mr.
Kattner asserts.  He explains that Mesaba's by-laws require the
Debtor to obtain MAIR's consent or a waiver of consent before it
engages in certain significant acts.

MAIR denies any allegations that (a) it mischaracterized the
content of its proof of claim, and (b) its claims against the
Debtor are invalid or subject to disallowance.

Against this backdrop, MAIR asks Judge Kishel to declare that it
is entitled to recover:

    (a) the $31,700,000 contribution it made to the Debtor under
        the terms of the MAIR-Northwest Agreement, except to the
        extent the contribution is considered an equity
        investment by MAIR and is so recoverable under applicable
        priority provisions of the Bankruptcy Code; and

    (b) any amounts from the Debtor under the MSA or to assert
        any rights against the Debtor under the MSA for
        indemnification, missed payments, or otherwise.

                      Rule 7007.1 Statement

Pursuant to Rule 7007.1 of the Federal Rules of Bankruptcy
Procedure, MAIR informs the Court that:

    (a) Northwest Airlines Corporation owns 27.5% of its
        outstanding shares; and

    (b) Donald Smith & Co., Inc., owns 10% of its outstanding
        shares.

"There are no other corporations that own 10% or more of any
class of the equity interests in MAIR," Mr. Kattner says.

                     About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MESABA AVIATION: Wants Preliminary Injunctive Relief To Be Final
----------------------------------------------------------------
The Air Line Pilots Association, International, the Association
of Flight Attendants-CWA, AFL-CIO, and the Aircraft Mechanics
Fraternal Association ask the Honorable Gregory F. Kishel of the
U.S. Bankruptcy for the District of Minnesota to rule that the
injunctive relief ruling given by the Bankruptcy Court on Oct. 23
is a final order, and that they have the right to an immediate
appeal pursuant to Section 158(a)(1) of the Judiciary Procedures
Code as a matter of right.  Alternatively, the Unions ask the
Court to grant them leave to appeal pursuant to Section 158(a)(3).

The Unions had previously appealed to the U.S. District Court for
the District of Minnesota concerning the preliminary injunction.
They believe that the Bankruptcy Court exceeded its jurisdiction
in authorizing injunctive relief, James Jorissen, Esq., at
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd., in Minneapolis,
Minnesota, notes.

Mr. Jorissen asserts that in granting the injunction, the
Bankruptcy Court arrogated unto itself jurisdictional expanse
that the U.S. Congress took away from the federal courts when it
passed the Norris-LaGuardia Act, 29 U.S.C. Section 101, in 1932.

The Norris-LaGuardia Act expressly provides, with few exceptions
not applicable in the complaint, that no U.S. court will have
jurisdiction to issue any restraining order or temporary or
permanent injunction in a case involving a labor dispute.

"The demoralizing and synergistic effect of these companion
rulings is that the Unions have no recourse other than through
appeals," Mr. Jorissen explains.  "The bargaining equilibrium
Congress sought to achieve through both the substantive and
procedural requirements of Section 1113 and through preservation
of the Unions' right to strike under the Norris-LaGuardia Act has
been scuttled," he adds.

The Unions believe that the injunction, insofar as it effectively
disposes of all of the issues raised by the Debtor in its
complaint against the Unions, represents a final order,
appealable as a matter of right under Section 158(a)(1) of the
Judiciary Procedures Code.

                       Reasons for Appeal

According to Mr. Jorissen, the Unions will present on appeal
whether the Norris-LaGuardia Act deprive the Bankruptcy Court of
jurisdiction to enjoin the Unions from striking in response to
the Debtor's (a) rejection of the CBAs, and (b) unilateral
election to impose new work rules, rates of pay, and other terms
of employment.

"The Unions will therefore seek on appeal an order vacating the
improvidently granted Injunction and remanding the adversary
proceeding to the Bankruptcy Court with instructions to dismiss
the Adversary Proceeding for lack of subject matter
jurisdiction," Mr. Jorissen says.

Mr. Jorissen argues that leave to appeal should be granted
because:

    (a) The appeal involves a controlling question of law as to
        whether the Norris-LaGuardia Act divested the Bankruptcy
        Court of jurisdiction to issue the injunction;

    (b) Substantial grounds for difference of opinion exist as to
        the issue presented by the appeal, as the Bankruptcy
        Court itself acknowledged in the injunction; and

    (c) An immediate appeal will materially advance termination
        of the complaint.  If the Bankruptcy Court exceeded its
        jurisdictional bounds in issuing the injunction, then the
        injunction will need to be vacated and the complaint,
        which seeks as an end the issuance of a permanent
        injunction, dismissed.

Mr. Jorissen notes that no bankruptcy court in the 74-year
history of the Norris-LaGuardia Act has ever before enjoined a
labor union from striking in response to an employer's rejection
and unilateral imposition of new terms and conditions of
employment.

The Union's appeal, therefore, involves a single, novel and
controlling question of law under the Norris-LaGuardia Act, Mr.
Jorissen tells Judge Kishel.

Mr. Jorissen further asserts that even if the injunction could
properly be characterized as interlocutory in nature, the
Bankruptcy Court can and should grant the Unions leave to appeal
because resolution of the novel issue presented on appeal will
unquestionably determine the outcome of the complaint.

Mr. Jorissen explains that if the Bankruptcy Court exceeded its
jurisdictional bounds in issuing the injunction, then that will
be the end of the complaint.  If the injunction is upheld on
appeal, that will be equally dispositive of the issues raised by
the Debtor in the complaint.

                     About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


METABOLIFE INT'L: Agrees to $56 Million Settlement for Tort Claims
------------------------------------------------------------------
Brown Rudnick Berlack Israels LLP, counsel for the Official
Committee of Unsecured Creditors in Metabolife International
Inc.'s bankruptcy case, reached a $56 million global settlement
benefiting tort claimant creditors.  Many of Metabolife's
creditors are plaintiffs in ephedra-related personal injury tort
lawsuits against Metabolife and other defendants relating to
Metabolife's ephedra-based products.  The memorandum of under-
standing executed by the relevant bankruptcy parties provides for
a consensual plan of liquidation for the benefit of all of
Metabolife's creditors, including a $56 million fund that will be
established to satisfy the under- or non-insured ephedra tort
claims against Metabolife and non-debtor defendants.

Metabolife, currently known as MII Liquidation, filed for Chapter
11 bankruptcy in June 2005, in the face of declining sales and
increasing litigation over its flagship product, Metabolife 356,
which contained the now FDA-banned ephedra herbal stimulant.

After more than a year of legal proceedings and negotiations,
Metabolife and other defendants agreed to the $56 million global
settlement of over 250 tort claims, thereby providing a positive
resolution for tort claimants who would have been otherwise left
with the probability of little recovery from Metabolife in the
wake of that company's bankruptcy.  The memorandum of
understanding also provides for mechanisms under which
Metabolife's other creditors will be treated and receive
distributions.

                      About Brown Rudnick

Brown Rudnick -- http://www.brownrudnickcenter.com/-- is a full-
service, international law firm with offices in the United States
and Europe.  The firm's attorneys provide representation across
key areas of the law: Bankruptcy & Corporate Restructuring,
Complex Litigation, Corporate & Securities, Real Estate, Health
Care, Government Law & Strategies, Energy and Intellectual
Property. Combining a dedication to excellence with a commitment
to superior client service, Brown Rudnick provides its clients
with a breadth and depth of expertise uniquely suited to their
legal needs.

                       About Metabolife

Headquartered in San Diego, California, Metabolife International,
Inc. -- http://www.metabolife.com/-- sells dietary supplements
and management products in grocery, drug and mass retail locations
nationwide.  The Company and its subsidiary, Alpine Health
Products, LLC, filed for chapter 11 protection on June 30, 2005
(Jointly Administrated Under Bankr. S.D. Calif. Case No.
05-06040).  David L. Osias, Esq., and Deb Riley, Esq., at Allen
Matkins Leck Gamble & Mallory LLP, represent the Debtors in their
chapter 11 cases.  When the Debtors filed for protection from
their creditors, they listed $23,983,112 in total assets and
$12,214,304 in total debts.


MORGAN STANLEY: Moody's Rates Class B-5 Sub. Certificates at Ba2
----------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Morgan Stanley Mortgage Loan Trust 2006-
14SL, and ratings ranging from Aa2 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by Morgan Stanley Mortgage Capital
Inc. acquired fixed-rate closed-end second mortgage loans.  The
ratings are based primarily on the credit quality of the loans and
on the protection against credit losses by subordination, excess
spread, and overcollateralization.  Moody's expects collateral
losses to range from 8% to 8.5%.

GMAC Mortgage Corporation will service the loans.

These are the rating actions:

   * Morgan Stanley Mortgage Loan Trust 2006-14SL

   * Mortgage Pass-Through Certificates, Series 2006-14SL

                     Cl. A-1, Assigned Aaa
                     Cl. M-1, Assigned Aa2
                     Cl. M-2, Assigned Aa3
                     Cl. M-3, Assigned A2
                     Cl. M-4, Assigned A3
                     Cl. B-1, Assigned Baa1
                     Cl. B-2, Assigned Baa2
                     Cl. B-3, Assigned Baa3
                     Cl. B-4, Assigned Ba1
                     Cl. B-5, Assigned Ba2


MILLS CORP: Annual Stockholders Meeting Set for December 21
-----------------------------------------------------------
The Mills Corporation currently plans to hold its 2006 annual
meeting of stockholders on Thursday, Dec. 21, 2006, at a time and
place to be determined and announced later.

The date of the meeting may be moved to the last week of December
if the Company determines that it is unable to complete the
process for the solicitation of proxies by December 21.

The Company is required by its bylaws and by the listing
requirements of the New York Stock Exchange to hold an annual
meeting of stockholders in 2006.  The Company's Board of Directors
adopted resolutions on Nov. 2, 2006 calling the 2006 annual
meeting and fixing the close of business on Dec. 1, 2006 as the
record date for purposes of determining stockholders entitled to
notice of and to vote at the meeting.

At the 2006 annual meeting, the Company will be submitting for
stockholder consideration:

    1) the election of directors; and

    2) ratification of the appointment of Ernst & Young LLP, as
       the Company's independent registered public accounting
       firm.

In accordance with Rule 14a-8 of the Securities Exchange Act of
1934, all stockholder proposals to be considered for inclusion in
the Company's proxy statement for the 2006 annual meeting pursuant
to the stockholder proposal rule must be received by the Company's
Corporate Secretary by the close of business on Monday,
Nov. 20, 2006.

As reported in the Troubled Company Reporter yesterday, Gazit-
Globe Ltd. has filed a lawsuit against The Mills Corp, seeking to
compel the Company to hold its annual meeting.

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.

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.


MUSICLAND HOLDING: Objects to James Hayes Lift Stay Motion
----------------------------------------------------------
James and Susan Hayes sought the U.S. Bankruptcy Court for the
Southern District of New York to lift the automatic stay to allow
them to commence:

   (a) negotiations with St. Paul Travelers Insurance with
       regards to the personal injury incident; and

   (b) an action for negligence against Musicland Holding Corp.
       and its debtor-affiliates in the Supreme Court, County of
       Erie.

Joel A. McMahon, Esq., at Watson, Bennett, Colligan, Johnson &
Schechter, L.L.P., in Buffalo, New York, related that in February
2004, Mr. Hayes suffered severe injuries to his left lower
extremities when he slipped and fell in the parking lot of a
Mediaplay store.  The Mediaplay store is owned and managed by
Musicland Group, Inc.

Mr. McMahon asserted that Mr. Hayes sustained his injuries due to
the Debtors' negligence, the Troubled Company Reporter reports on
Oct. 20, 2006.

                         Debtors Oppose

Andrea L. Johnson, Esq., at Kirkland & Ellis LLP, in New York,
notes that the automatic stay is a key element in preventing a
chaotic and uncontrolled scramble for a debtor's assets in a
variety of uncoordinated proceedings in different courts.

Ms. Johnson contends that James and Susan Hayes failed to
establish a prima facie case for the lifting of the automatic
stay.

If the Court allows Mr. Hayes' request, it may create an
unnecessary distraction preventing the Debtors from focusing on
confirming and implementing the liquidating plan of
reorganization, Mr. Johnson says.  "Allowing the action to proceed
prejudices the interests of the Debtors and other unsecured
creditors."

The Debtors ask the Court to deny Mr. Hayes' request.

The Official Committee of Unsecured Creditors joins in the
Debtors' Objection.

                        Hayes Talks Back

The cost of defending an action is but one factor for the Court to
consider, but it alone does not constitute grounds for denying a
movant relief from the automatic stay, Joel A. McMahon, Esq., at
Watson, Bennett, Colligan, Johnson & Schechter, L.L.P., in
Buffalo, New York, contends.

Mr. McMahon relates that the Debtors' counsel is aware that Mr.
Hayes sustained an ulceration that may result in amputation, but
the Debtors deny that the resulting ulceration was related to the
initial injury.  Mr. McMahon argues that the Debtors' position is
speculative.

"It is the Hayes' position that the ulceration and potential
amputation is related to the incident caused by the Debtors'
negligence as lessee of the subject property," Mr. McMahon says.

Mr. Hayes asks the Court to permit him to proceed in negotiations
with the Debtors' insurance carrier and to commence an action for
negligence against the Debtors.

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


MUSICLAND HOLDING: Second Interim Fee Filing Deadline is Jan. 30
----------------------------------------------------------------
Musicland Holding Corp. and its debtor-affiliates' Plan of
Liquidation provides that all final requests for payment of Fee
Claims must be filed no later than 45 days after the Confirmation
Date.

The U.S. Bankruptcy Court for the Southern District of New York
has set a confirmation hearing date on Nov. 28, 2006.  If the Plan
is confirmed by November 28, the Professionals will be required to
submit a Final Fee Application by Jan. 12, 2007.

The Professionals would be obligated to file their Final Fee
Application relatively shortly after the filing of their Second
Interim Fee Application.

The Debtors, the Official Committee of Unsecured Creditors and the
Informal Committee of Secured Trade Vendors believe that the
requirement of filing the Second Interim Fee Application would
likely result in unnecessarily duplicative proceedings, a waste of
valuable judicial resources and an increase in the cost of
Professional's fees for the Debtors' estates.

Consequently, the Parties agree that the Professionals' deadline
for filing their Second Interim Fee Application is extended
through January 30, 2007.

If, however, the deadline for filing Final Fee Applications occurs
before the Second Interim Fee Application Deadline, the
Professionals are no longer required to file the Second Interim
Fee Applications and the deadline will be deemed vacated.

Upon review, the United States Trustee has no objections to the
Parties' agreement to postpone the filing deadline for the Second
Interim Fee Application.

At the parties' behest, the Court approves the Stipulation.

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


NATURAL NUTRIENTS: S&P Rates $200 Million Senior Bonds at B-
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
rating to Natural Nutrients USA LLC's $200 million senior secured
bonds due 2014.

The outlook is stable.

The proceeds of the bonds will be used to construct, develop, and
operate the Natural Chem Glycerine Plant in Corning, Iowa for
approximately $37.7 million of project consideration and the
Natural Nutrients Plant in Stanley, Wisconsin for approximately
$127 million.  The rest of the proceeds will be used to fund the
interest during construction, a 12-month debt service reserve
account, insurance costs, and owner's contingency.

Natural Chem Group LLC, through its affiliate Natural Nutrients,
plans to develop several plants utilizing its proprietary process
for the production of value-added products from the low-value, by-
product syrup stream produced at ethanol plants.

"The stable outlook on the bonds reflect our expectation that the
project's development and construction risk are acceptable at the
'B-' rating level," said Standard & Poor's credit analyst Elif
Acar.

The 'B-' rating is contingent upon review of the final documents
at closing and can be affirmed, changed, or withdrawn based on the
closing documents reflection of representations and assumptions
provided by the company during the preliminary rating process.


NRG ENERGY: Fitch Rates $1.1 Billion Senior Notes at B+
-------------------------------------------------------
Fitch Ratings has assigned a rating of 'B+/RR3' on NRG Energy's
issuance of $1.1 billion senior notes due 2011.  This issue will
rank equally with NRG's other senior unsecured obligations.  The
Rating Outlook is Stable.

On Nov. 3, 2006, Fitch affirmed NRG's ratings following the
company's announcement of its hedge reset transaction.  Proceeds
from the current offering along with cash on hand will be used to
fund payments to counterparties under certain of the company's
existing long-term hedging agreements pursuant to agreements to
reset the hedge price levels into line with current market prices.
While this transaction will increase total debt oustanding, it
will also substantially increase cash flow for the 2007 to 2010
period, as well as permit the company to enter into further hedges
through 2012.

NRG owns and operates a diverse portfolio of power-generating
facilities, primarily in Texas and the Northeast, South Central
and Western regions of the United States.  Its operations include
baseload, intermediate, peaking, and cogeneration facilities,
thermal energy production, and energy resource recovery
facilities.  NRG also has ownership interests in generating
facilities in Australia and Germany.


ON SEMICONDUCTOR: Earns $76.8 million in 2006 Third Quarter
-----------------------------------------------------------
ON Semiconductor Corp. reported a $76.8 million net income on
$420.9 million of revenues for the quarter ended Sept. 29, 2006,
compared with a net income of $23.5 million on $313.6 million of
revenues for the same period in 2005.

At Sept. 29, 2006, the Company's balance sheet showed
$1,416.7 million in total assets, $1,417.5 million in total
liabilities and $19.5 million in Minority interests in
consolidated subsidiaries, resulting in a $20.3 million
stockholders' deficit.

Full-text copies of the Company's consolidated financial
statements for the quarter ended Sept. 29, 2006, are available for
free at http://researcharchives.com/t/s?1492

                      About ON Semiconductor

ON Semiconductor -- http://www.onsemi.com/-- supplies power
solutions to engineers, purchasing professionals, distributors and
contract manufacturers in the computer, cell phone, portable
devices, automotive and industrial markets.

                          *     *     *

ON Semiconductor Corp.'s bank loan debt and long-term corporate
family rating carry Moody's B2 ratings.  The ratings were placed
on Dec. 15, 2005 with a positive outlook.

In June of the same year, Standard & Poor's placed the company's
long-term local and foreign issuer credit ratings at B+ with a
stable outlook.


ON SEMICONDUCTOR: Prepays $55 Million Senior Credit Facility
------------------------------------------------------------
ON Semiconductor Corporation reported the prepayment of
approximately $55 million of its senior secured credit facility,
on Nov. 9, 2006, with proceeds from sale and leaseback transaction
with General Electric Capital Corporation.

On Nov. 7, 2006, Semiconductor Components Industries, LLC, a
wholly owned subsidiary of ON Semiconductor Corp., consummated a
sale and leaseback transaction with General Electric Capital Corp.
with respect to certain manufacturing equipment located at
SCILLC's semiconductor wafer fabrication facilities in Gresham,
Oregon.

As part of the contemplated Transaction, SCILLC sold the Equipment
to GECC for $70 million in cash on Nov. 7, 2006 pursuant to a bill
of sale and then leased the same Equipment back from GECC on the
same day.  The parties also executed a lease agreement dated as
of Nov. 7, 2006, a schedule to the lease agreement dated as of
Nov. 7, 2006, and several ancillary documents.

Under the terms of the Lease Agreement, GECC's capitalized costs
were $70 million, SCILLC's interest rate is fixed at 5.94% per
annum, and lease payments are due monthly.  The Lease Agreement
provides SCILLC limited rights to relocate and substitute
Equipment during its term.  It further provides for:

   (1) a basic term of 72 months with a cash purchase option at
       the end equal to the Equipment's then fair market value;
       and

   (2) an early cash purchase option at 60 months equal to
       approximately 35% of GECC's capitalized costs.

Under the Lease Agreement, SCILLC indemnifies GECC for certain
matters, including taxes.  The document lists various occurrences
that would constitute an Event of Default.  Similarly, it lists
various remedies for an Event of Default, including the
acceleration of lease obligations under the Lease Agreement.  The
Corporation plans to account for the lease portion of the
Transaction as a capital lease in its consolidated financial
statements prepared in accordance with Generally Accepted
Accounting Principles.

GECC or its affiliates have from time to time, and may in the
future, participate as a lender or lenders to the Corporation
and/or SCILLC, and in the ordinary course of business provide
other services and products to the Corporation and/or SCILLC.
Currently, GECC and its affiliates are participating lenders in
SCILLC's senior secured credit facility for a principal amount of
approximately $32 million.

A full-text copy of the Bill of Sale dated Nov. 7, 2006 executed
by Semiconductor Components Industries, LLC (as seller) to General
Electric Capital Corporation (as buyer) is available for free at:

             http://ResearchArchives.com/t/s?1507

A full-text copy of the Lease Agreement dated as of Nov. 7, 2006
between Semiconductor Components Industries, LLC (as lessee) and
General Electric Capital Corporation (as lessor) is available for
free at http://ResearchArchives.com/t/s?1508

ON Semiconductor -- http://www.onsemi.com/-- supplies power
solutions to engineers, purchasing professionals, distributors and
contract manufacturers in the computer, cell phone, portable
devices, automotive and industrial markets.

At Sept. 29, 2006, ON Semiconductor's balance sheet showed a
stockholders' deficit of $20.3 million, compared to a deficit of
$300.3 million at Dec. 31, 2005.

                          *     *     *

ON Semiconductor Corp.'s bank loan debt and long-term corporate
family rating carry Moody's B2 ratings.  The ratings were placed
on Dec. 15, 2005 with a positive outlook.

In June of the same year, Standard & Poor's placed the Company's
long-term local and foreign issuer credit ratings at B+ with a
stable outlook.


PILGRIM'S PRIDE: Prices Gold Kist's 10-1/4% Senior Notes
--------------------------------------------------------
Pilgrim's Pride Corporation disclosed new pricing in its cash
tender offer for, and consent solicitation with respect to, any
and all of Gold Kist Inc.'s outstanding 10-1/4% Senior Notes due
March 15, 2014 (CUSIP No. 380616AB8, ISIN US380616AB82).  The
tender offer and consent solicitation are being made in connection
with Pilgrim's Pride's proposed acquisition of all of the
outstanding common shares of Gold Kist.  Pilgrim's Pride's
obligation to accept for purchase and to pay for Notes properly
tendered and not withdrawn is subject to the satisfaction of
certain conditions which are described in the Offer to Purchase,
and Consent Solicitation Statement Dated Sept. 29, 2006, including
the satisfaction or waiver of all conditions to the tender offer
for Gold Kist's common shares.

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Pilgrim's Pride extended the tender offer expiration date to
Nov. 29, 2006, unless further extended.  Pilgrim's Pride also
received the requisite consents to the proposed amendments to the
Notes and the indenture under which the Notes were issued from
holders of approximately 99% of the aggregate principal amount of
the outstanding Notes.  Pursuant to the terms of the offer, as a
result of the extension of the Expiration Date, the consideration
payable to holders of Gold Kist Notes has been calculated using a
new Price Determination Date of Nov. 13, 2006, which is the 11th
business day preceding the scheduled Expiration Date.

Based on an assumed payment date of Dec. 2, 2006, holders who
validly tendered Notes with consents at or prior to 5:00 p.m., New
York City time, on Oct. 13, 2006 are eligible to receive $1,153.29
for each $1,000 principal amount of the Notes.  The Total
Consideration includes a consent payment equal to $30 in cash per
$1,000 principal amount of the Notes.  The Consent Payment is
payable only to holders of Notes validly tendered with consents
and not validly withdrawn on or prior to the Consent Date.

Holders who validly tendered Notes with consents after the Consent
Date but at or prior to midnight, New York City time, on the
Expiration Date are eligible to receive $1,123.29 for each $1,000
principal amount of the Notes.

In addition to the Total Consideration or the Tender Offer
Consideration payable in respect of Notes purchased in the offer,
Pilgrim's Pride will pay accrued and unpaid interest from the last
interest payment date to, but not including, the Payment Date.
The "Payment Date" is expected to be promptly after the Expiration
Date and immediately prior to the closing of the transactions
contemplated by the tender offer for Gold Kist's common shares.

The Total Consideration and the Tender Offer Consideration were
determined as of 10:00 a.m., New York City time on Nov. 13, 2006,
based on the Reference Yield of 4.686% for the Notes, and a Fixed
Spread of 50 basis points for the Notes, using an assumed Dec. 2,
2006, Payment Date for calculation purposes.  The offer is
currently scheduled to expire at 5:00 p.m. New York City Time on
Nov. 29, 2006.  If the Expiration Date is extended for more than
10 business days following the Expiration Date, a new price
determination date will be established (to be 10:00 a.m. New York
City time on the 11th business day immediately preceding the new
Expiration Date) and the Tender Offer Consideration and the Total
Consideration will be redetermined as of new price determination
date.  Information regarding the pricing, tender and delivery
procedures, the conditions to the tender offer and consent
solicitation relating to the Notes and the proposed amendments to
the Notes and Gold Kist indenture are contained in the Offer to
Purchase.

Pilgrim's Pride has engaged Lehman Brothers Inc. to serve as the
Dealer Manager for the tender offer and the Solicitation Agent for
the consent solicitation.  Mellon Investor Services LLC has been
retained to serve as the Depository and Innisfree M&A Incorporated
has been retained to serve as the Information Agent for the tender
offer and consent solicitation.  Requests for documents may be
directed to:

     Innisfree M&A Incorporated
     501 Madison Avenue, 20th Floor,
     New York, NY 10022
     Telephone (877) 687-1874 (toll free in the U.S. and Canada)
                or (212) 750-5833 (call collect)

Questions regarding the tender offer and consent solicitation may
be directed to Lehman Brothers Inc. by telephone at (800) 438-3242
(toll free in the U.S.) or (212) 528-7581 (call collect).

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corp.
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the United
States, Mexico and in Puerto Rico.  Pilgrim's Pride employs
approximately 40,000 people and has major operations in Texas,
Alabama, Arkansas, Georgia, Kentucky, Louisiana, North Carolina,
Pennsylvania, Tennessee, Virginia, West Virginia, Mexico and
Puerto Rico, with other facilities in Arizona, Florida, Iowa,
Mississippi and Utah.

                        *    *    *

Moody's Investors Service's implementation of its new Probability-
of-Default and Loss-Given-Default rating methodology for the U.S.
Consumer Products sector, the rating agency held its Ba2 Corporate
Family Rating for Pilgrim's Pride Corp.  In addition, Moody's
revised or held its probability-of-default ratings and assigned
loss-given-default ratings on the company's note issues, including
an LGD6 rating on its $100 million 9.250% Sr. Sub. Global Notes
Due Nov. 15, 2013, suggesting noteholders will experience a 95%
loss in the event of a default.


REAL ESTATE: Moody's Puts Low-B Ratings on Six Certificate Classes
------------------------------------------------------------------
Moody's Investors Service assigned these provisional ratings to
certificates issued by Real Estate Asset Liquidity Trust
Commercial Mortgage Pass-Through Certificates, Series 2006-3:

   -- Aaa to the $215.5 million Class A-1 Certificates,
   -- Aaa to the $165.826 million Class A-2 Certificates,
   -- Aa2 to the $9.329 million Class B Certificates,
   -- A2 to the $9.969 million Class C Certificates,
   -- Baa2 to the $0.001 million Class D-1 Certificates,
   -- Baa2 to the $9.414 million Class D-2 Certificates,
   -- Baa3 to the $0.001 million Class E-1 Certificates,
   -- Baa3 to the $3.726 million Class E-2 Certificates,
   -- Ba1 to the $3.557 million Class F Certificates,
   -- Ba2 to the $1.235 million Class G Certificates,
   -- Ba3 to the $1.065 million Class H Certificates,
   -- B1 to the $1.065 million Class J Certificates,
   -- B2 to the $0.937 million Class K Certificates,
   -- B3 to the $0.298 million Class L Certificates,
   -- Aaa to the $* million Class XP-1 Certificates,
   -- Aaa to the $* million Class XP-2 Certificates,
   -- Aaa to the $* million Class XC-1 Certificates, and
   -- Aaa to the $* million Class XC-2 Certificates.

                   * Initial notional amount

The ratings on the Certificates are based on the quality of the
underlying collateral -- a pool of multifamily and commercial
loans located in Canada.  The ratings on the Certificates are also
based on the credit enhancement furnished by the subordinate
tranches and on the structural and legal integrity of the
transaction.

The pool's strengths include its high percentage of less risky
asset classes, recourse on 62.3% of the pool, the overall low
leverage and the creditor friendly legal environment in Canada.

In addition, five loans have investment grade shadow ratings.
Moody's concerns include the concentration of the pool, where the
top ten loans account for 49.7% of the total pool balance and the
existence of subordinated debt on 21.6% of the pool.

Moody's beginning loan-to-value ratio was 84.2% on a weighted
average basis.

Moody's issues provisional ratings in advance of the final sale of
securities and these ratings reflect Moody's preliminary credit
opinions regarding the transaction only.  Upon a conclusive review
of the final version of all the documents and legal opinions,
Moody's will endeavor to assign a definitive rating to the Notes.

A definitive rating may differ from a provisional rating.


RIVIERA HOLDINGS: Buy Offer Prompts Moody's to Hold B2 Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the existing B2 ratings and
negative outlook of Riviera Holding Corporation.

Moody's also notes that Riviera has entered a 30-day exclusive
negotiation agreement with real estate developer Ian Bruce Eichner
and D.E. Shaw group over Eichner/DE Shaw's offer to purchase
Riviera's outstanding shares for $21 per share.

The proposal is conditioned on completion of due diligence,
negotiation of definitive transaction documents, receipt of
necessary board, shareholder and regulatory approvals.  Eichner/DE
Shaw has stated that it plans to acquire the outstanding shares
using a combination of debt and equity and has spoken with several
financial institutions regarding debt financing.

There is no change in Moody's existing Riviera ratings, and the
outlook remains negative.  The negative outlook, which was
assigned in September 2006, reflects concerns regarding Riviera's
future strategic direction given recent efforts to sell the
company, the potential that gaming revenues may be negatively
impacted by lower foot traffic to the Las Vegas hotel and casino
given the closure of several properties nearby, and a slightly
weaker near term liquidity profile given the expiration date of
the company's revolving credit facility in July 2007.

Should the negotiations between Eichner/DE Shaw produce a
definitive merger agreement the ratings would likely go on review
for downgrade.

The review for downgrade would be based on the assumption that, if
a merger agreement received shareholder approval, the transaction
would result in a more highly leveraged entity than exists today.

Moody's last rating action on Riviera occurred in September 2006
when loss given default methodology was applied to all speculative
grade issuers.

Riviera Holdings Corporation owns and operates the Riviera Hotel
and Casino on the Las Vegas Strip and the Riviera Black Hawk
Casino in Black Hawk, Colorado.  Net revenues for the trailing
twelve months ended Sept. 30, 2006 were approximately
$201 million.


RIVIERA HOLDINGS: Buy Offer Prompts S&P's Developing Watch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Riviera
Holdings Corp., including its 'B' corporate credit rating, on
CreditWatch with developing implications.

The CreditWatch listing reflects Riviera's announcement that it
had received a nonbinding proposal from real estate developer Ian
Bruce Eichner and the D. E. Shaw group, on behalf of an entity to
be formed by them, to acquire all of the outstanding shares of
Riviera at a cash price of $21 per share, or about $475 million
including the assumption of debt.

Their proposal is conditioned:

   -- upon satisfactory completion of due diligence;

   -- negotiation of definitive transaction documents; and,

   -- receipt of necessary board, stockholder, third party, and
      regulatory approvals.

After receipt of the proposal, Riviera entered into a 30-day
exclusive negotiating agreement with Eichner and a member of the
D. E. Shaw group, effective Nov. 13, 2006.  In addition, Riviera's
board of directors has adopted resolutions, under the defensive
provisions of Riviera's articles of incorporation and Nevada's
business combination law, enabling Eichner and members of the D.
E. Shaw group to join together in making and negotiating their
acquisition proposal and to seek approvals that would be needed to
consummate the acquisition.

In resolving its CreditWatch listing, Standard & Poor's will
continue to monitor developments associated with a potential
acquisition of the company.

Should the company's outstanding notes be fully redeemed, Standard
& Poor's would withdraw its ratings on Riviera.  However, should
some or all of the debt remain outstanding under a more highly
leveraged capital structure, ratings could be lowered.


RURAL/METRO: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sectors,
the rating agency confirmed its B2 Corporate Family Rating for
Rural/Metro Corporation.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Discount
   Notes due 2016       Caa1     Caa1     LGD6     92%

Rural/Metro LLC

   Senior Secured
   Revolver due 2010    B1       Ba2      LGD2     15%

   Sr. Secured Term
   Loan B due 2011      B1       Ba2      LGD2     15%

   9.875% Sr. Sub.
   Notes due 2015       B3       B3       LGD4     63%

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

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

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

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com/-- provides emergency and non-emergency
medical transportation, fire protection, and other safety services
in 23 states and approximately 400 communities throughout the
United States.


SAINT VINCENTS: Court Okays 3-Year Lease Agreement with SW BOCES
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized Saint Vincents Catholic Medical Centers of New York
and its debtor-affiliates to lease an office and classroom space
located at 275 North Street, Harrison, in New York, to Southern
Westchester Board of Cooperative Educational Services.

As reported in the Troubled Company Reporter on Oct. 19, 2006, the
proposed transaction continues a longstanding relationship between
SW BOCES and Saint Vincent Catholic Medical Centers following the
expiration of a similar lease for two SW BOCES programs.

Pursuant to the Lease, SW BOCES will occupy 4,813 square feet of
classroom and office space on the first and second floors of
Vincentia Hall, located on the Debtors' Westchester campus in
Harrison, New York.  The Lease will run from September 1, 2006,
through August 31, 2009.

SW BOCES will pay rent for:

           Rent              Period
           ----              ------
       $189,825              09/01/06 - 08/31/07
       $195,520              09/01/07 - 08/31/08
       $201,385              09/01/08 - 08/31/09

SVCMC will pay for all utilities and building maintenance
expenses, except SW BOCES' telephone bills.

SW BOCES will have access to the Premises from Monday through
Friday, from 7:30 a.m. until 4:30 p.m.  SVCMC will also provide
SW BOCES with access to gym, recreation, and art therapy areas,
subject to SVCMC's right to schedule their use and access.

SW BOCES agrees to provide and maintain a comprehensive policy of
general liability insurance protecting itself, SVCMC, SVCMC's
mortgagee, and any other designated parties against any liability
for which SW BOCES is liable.

In addition, pursuant to the Lease, events of default will
include SW BOCES':

    (a) failure to pay rent on the due date and further failure to
        cure that delinquency within 10 days;

    (b) breach of any covenant of the Lease or any other lease
        between the parties, and corresponding failure to cure the
        breach within 30 days after written notice has been given
        by SVCMC to SW BOCES; or

    (c) commencement of bankruptcy proceedings.

Upon default, SVCMC may cancel the Lease or re-enter the Premises
and elect to recover as liquidated damages the present value of
the rent to be paid by SW BOCES to SVCMC for the remainder of the
term of the Lease, less the present value of the fair rental
value of the Premises over the same period.

SW BOCES agrees to indemnify and hold SVCMC and its employees,
agents, contractors and directors from any liabilities, expenses
and damages resulting from its use or occupancy of the
Premises.

Either party can terminate the Lease for cause.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 36 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: Court Okays Lease Rejection Stipulation with Bayer
------------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Southern District of New York, Saint Vincents Catholic Medical
Centers of New York and Bayer Corporation agree that:

    1. The St. Mary's Equipment Lease will be deemed rejected as
       of Aug. 29, 2006;

    2. The St. Joseph's Equipment Lease will be deemed rejected as
       of the Debtor's bankruptcy filing;

    3. After reconciliation of prepetition amounts owed to Bayer
       pursuant to the Equipment Leases and an $18,378 credit in
       postpetition payments made to Bayer on account of the St.
       Joseph's Equipment Lease, Bayer will have an allowed
       general unsecured claim for $15,664 resulting from the
       Equipment Leases;

    4. Except for the $18,378 credit, all prior payments made by
       the Debtors to Bayer under the Equipment Leases will remain
       Bayer's property, and the Debtors will have no claim for
       their return; and

    5. Bayer will have no other claims against the Debtors arising
       from or related to the Equipment Leases.

As reported in the Troubled Company Reporter on July 17, 2006,
SVMC operated seven hospitals including Saint Mary's Hospital in
Brooklyn, which was closed on Sept. 20, 2005, as of July 5, 2005.

Prior to its bankruptcy filing, SVCMC also operated Saint Joseph's
Hospital in Queens, which was closed on August 27, 2004.

St. Mary's and St. Joseph's, each leased equipment from Bayer
Corporation pursuant to two Cost Management Plan Contracts.

The equipment leased by St. Joseph's was returned to Bayer on
April 1, 2005, for storage.  The Debtors have never used or
possessed the equipment since the Debtor's bankruptcy filing but
continued to make payments under the St. Joseph's Equipment Lease.

Since the closure of the lab that utilized the equipment leased to
St. Mary's, the Debtors never used that equipment but continued to
make payments under the St. Mary's Equipment Lease.

The Debtors wanted to reject:

    (i) the St. Joseph's Equipment Lease effective as of
        July 5, 2005; and

   (ii) the St. Mary's Equipment Lease effective as of
        September 30, 2005 -- the date the lab was closed.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, informed the Court that the Debtors are current on their
obligations under the Equipment Leases and have made:

    * postpetition payments under the St. Joseph's Equipment Lease
      totaling $18,378; and

    * post-Closure Date payments under the St. Mary's Equipment
      Lease totaling $23,959.

Mr. Troop asserted the retroactive application of the Court's
approval of the rejection is fair, equitable, and consistent with
recent court decisions because:

    -- the Equipment Leases are burdensome liabilities with no
       corresponding benefit to the Debtors and their estates;

    -- the rejection eliminates any claim Bayer may have to
       further administrative payments under the Equipment Leases
       and provides the Debtors with the opportunity to recoup
       administrative payments that have been made;

    -- Bayer will not be prejudiced by a retroactive rejection of
       the Equipment Leases because, had the rejection occurred
       earlier, Bayer would not have been able to re-lease the
       equipment or obtain any significant value from the
       equipment;

    -- Bayer has been on notice that the Debtors were not
       benefiting from the Equipment Leases or using the
       equipment.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 37 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SALOMON BROTHERS: Fitch Cuts Ratings on 2 Cert. Classes to Low-B
----------------------------------------------------------------
Fitch has taken rating actions on the following classes of Salomon
Brothers Mortgage Securities VII, Inc., asset-backed pass-through
certificates:

Series 2002-CIT1:

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 downgraded to 'BBB+' from 'A';
    -- Class M-3 downgraded to 'BBB' from 'A-';
    -- Class M-4 downgraded to 'BB' from 'BBB';
    -- Class M-5 downgraded to 'BB-' from 'BBB-'.

The affirmations reflect satisfactory credit enhancement
relationship to future loss expectations and affect approximately
$39 million in outstanding certificates, as of the October 25,
2006 distribution report.  The downgrades reflect deterioration in
the relationship between CE & future loss expectations and affect
about $5.4 million in outstanding certificates.  The pool factor
(loan principal outstanding as a percentage of the loan principal
at closing) currently stands at 18.33%.

The collateral in this transaction consists of 30-year fixed-rate
& adjustable-rate mortgages extended to subprime borrowers.  The
CIT Group is the originator of these loans. The mortgage loans are
serviced by Litton Loan Servicing, LP which is rated 'RPS1' by
Fitch for subprime transactions.

As of the Oct. 25, 2006 distribution date, the
overcollateralization was $719,353 with a target of $1,240,344.
The average monthly excess spread for the past three months is
approximately $109,350 and the average monthly loss for the same
period is approximately $200,365.  This has led to an average
monthly reduction in credit enhancement of $91,015 over the past
three months.  The 90+ delinquencies are 17.02% of the current
collateral balance and this includes foreclosures and real estate
owned of 3.58% and 1.53%, respectively.  The cumulative losses in
this transaction are currently 2.47% of original collateral
balance.


SEARS HOLDINGS: Sears Canada Shareholders Reject Buyout Offer
-------------------------------------------------------------
Hawkeye Capital Management, LLC, Knott Partners Management LLC and
Pershing Square Capital Management, L.P. said that the minority
shareholders of Sears Canada Inc. decisively rejected the squeeze-
out transaction proposed by Sears Holdings Corporation at the
Special Meeting of the shareholders of Sears Canada held
yesterday.

Of the shares voted at the Special Meeting and eligible to be
counted to determine whether the proposed transaction would be
approved by the required majority of the minority, 61.52% were
voted against the proposed transaction.  Excluding shares owned by
Sears Holdings and its affiliates, over 91% of the publicly held
shares voted and eligible to be counted in the minority were voted
against the proposed transaction.

In addition, the Court of Appeal for Ontario denied Sears
Holdings' motion for leave to appeal the decision of the Ontario
Divisional Court which upheld the Ontario Securities Commission's
findings that Sears Holdings had violated Ontario's securities
laws and that elements of the conduct of Sears Holdings in pursuit
of its take-over bid were coercive and abusive of the minority
shareholders of Sears Canada and of the capital markets generally.

"This was a great day for minority shareholder rights in Canada,"
said Richard Rubin, Managing Partner of Hawkeye Capital
Management, LLC.  "Our goal was to ensure that Sears Canada remain
a public company for the benefit of all of its shareholders and we
have succeeded."

In light of these events, Hawkeye, Knott Partners and Pershing
Square have disbanded their group, which was formed in April 2006
to oppose Sears Holdings' efforts to acquire the publicly owned
shares of Sears Canada.

                   About Sears Holdings Corp.

Hoffman Estates, Illinois-based Sears Holdings Corporation
(NASDAQ: SHLD) -- http://www.searsholdings.com/-- is a broadline
retailer, with 3,800 full-line and specialty retail stores in the
United States and Canada.  Sears is a home appliance retailer as
well as a retailer of tools, lawn and garden, home electronics,
and automotive repair and maintenance.  Key proprietary brands
include Kenmore, Craftsman and DieHard, and a broad apparel
offering, including well-known labels as Lands' End, Jaclyn Smith,
and Joe Boxer, as well as the Apostrophe and Covington brands.  It
also has Martha Stewart Everyday products, which are offered
exclusively in the U.S. by Kmart and in Canada by Sears Canada.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 27, 2006,
Moody's Investors Service, in connection with its implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. and Canadian retail sector, the rating
agency confirmed its Ba1 Corporate Family Rating for Sears
Holdings Corporation, and its Baa3 rating on the Company's
$4 billion Sr. Sec. Revolving Credit Facility.  Additionally,
Moody's assigned an LGD2 rating to the facility, suggesting
creditors will experience a 24% loss in the event of a default.

As reported in the Troubled Company Reporter on June 23, 2006,
Standard & Poor's Ratings Services revised its outlook on Sears
Holdings Corp. to stable from negative.  All ratings, including
the 'BB+' corporate credit rating, and the 'B-1' short-term rating
for Sears Roebuck Acceptance Corp., are affirmed.

As reported in the Troubled Company Reporter on Jun 22, 2006,
Fitch affirms its ratings of Sears Holdings Corporation including
its Issuer Default Rating (IDR) at 'BB'; Senior notes at 'BB'; and
Secured bank facility at 'BBB-'.


SERACARE LIFE: Inks Joint Plan with Ad Hoc Equity Committee
-----------------------------------------------------------
SeraCare Life Sciences Inc. entered into a Joint Plan of
Reorganization pursuant to Bankruptcy Code Section 1121(a), with
certain members of the Ad Hoc Equity Committee on Nov. 10 .  The
Ad Hoc Equity Committee are:

   -- Harbinger Capital Partners Master Fund I Ltd.,
   -- Harbinger Capital Partners Special Situations Fund L.P.,
   -- Black Horse Capital Partners, and
   -- The Wolfson Group,

The Plan will not be effective unless approved by the U.S.
Bankruptcy Court for the Southern District of California.  The
Plan is also subject to the approval of the classes of claims and
interests entitled to vote to the extent required by the
Bankruptcy Code.

                       Overview of the Plan

The Plan proposes that the Company reorganize, and that current
shareholders fund a restructuring of the Company's balance sheet.

The Company and the Ad Hoc Committee have proposed that the Plan
be based on a rights offering.  The rights offering will be
available to current shareholders on a pro rata basis.

Each shareholder will be entitled to purchase a pro rata share,
out of all current shareholders, of 4,250,000 new shares to be
issued at a price of $4.75 per share.

Both the new shares issued and the price per share could be
adjusted if the plan is not confirmed by March 15, 2007.

In connection with the Plan, members of the Ad Hoc Committee have
committed to fully participate in the rights offering.  In
addition, certain members of the Ad Hoc Committee will act as
backstop purchasers, and have committed to purchase all
unexercised subscription rights.

Under the Plan, each shareholder of the Company that is a holder
as of the rights offering record date (which has not been
announced but would likely be on or around Dec. 21, 2006) will be
allowed to purchase its pro rata share of 4,250,000 shares of the
reorganized Company's common stock.

The subscription rights will not be transferable and the price of
shares in the rights offering will be $4.75 per share.  The rights
offering will seek to raise $20,187,500 for the Company.

The Plan also contemplates that the Company will affect a re-
incorporation merger pursuant to which it will become a Delaware
corporation.

In addition, the reorganized Company's board of directors would be
adjusted so that the Board would consist of a total of five
members:

   -- Susan Vogt, the Company's chief executive officer;

   -- Gene Davis;

   -- one designee of Harbinger reasonably acceptable
      to the Company;

   -- one designee of Black Horse reasonably acceptable to the
      Company; and

   -- the fifth member would be a current member of the Company's
      Board of Directors or a person designated by the Company's
      chief executive officer.

                         Terms of the Plan

The Plan divides the claims and interests in the Company into
Classes.  Certain claims --in particular, Administrative Claims
and Priority Tax Claims -- remain unclassified in accordance with
Bankruptcy Code Section 1123(a)(1).

The Plan assigns all other claims and interests to one of eight
Classes, which will receive distributions under the Plan.

Classes 1, 2, 3, 4, 4A, 5, and 6A, consisting, respectively, of
priority claims, bank claims, junior secured note claims,
miscellaneous secured claims, Commerce Bank claims, general
unsecured creditor claims, and certain governmental claims will be
unimpaired, and be paid in cash in full to the extent of allowed
claims.

Class 8, consisting of common stock options interests, will be
unimpaired and will receive new options in the reorganized
Company.

Unimpaired classes are, pursuant to the Bankruptcy Code, deemed to
accept the plan and therefore do not vote on the Plan.

At the option of the Plan proponents, holders of class 6B,
consisting of certain non-governmental claims, will be paid in
cash or stock of the reorganized Company to the extent of allowed
claims.  Holders of class 6B will be entitled to cast provisional
ballots in the event the Plan proponents decide to pay the allowed
claims in stock.

Class 7, consisting of holders of the Company's common stock, will
be impaired and entitled to vote on the Plan.

A full-text copy of the Plan is available for free at
http://ResearchArchives.com/t/s?150f

                      Plan Support Agreement

The Company and the Ad Hoc Committee also entered into a Plan
Support Agreement pursuant to which the parties agree to seek
confirmation of the Plan.

Under the Support Agreement, the Company agreed to file a motion
with the Bankruptcy Court:

   -- to approve the withdrawal of its previous financing motion
      related to its letter of intent with the Allegiant Group;

   -- not to file or seek confirmation or be a proponent of a plan
      of reorganization other than their Joint Plan; and

   -- to pay certain fees and expenses of the Ad Hoc Committee.

Members of the AHEC agreed:

   -- to act as the backstop purchasers of the Company's common
      stock in connection with the rights offering;

   -- to purchase the existing bank debt of the Company; and

   -- subject to the existence of certain conditions, to
      consent to certain motions related to the directors and
      officers insurance claims and class action litigation
      against the Company.

Each of the parties agreed to use their commercially reasonable
efforts to seek the Bankruptcy Court's approval of the joint
disclosure statement and confirmation of the Plan.

The Support Agreement will terminate upon the occurrence or
non-occurrence of certain events, including:

   -- failure of the Bankruptcy Court to:

      * approve the joint disclosure statement before
        Dec. 31, 2006, or

      * confirm the Plan before May 31, 2007,

   -- failure to consummate the Plan before June 30, 2007, or

   -- the failure to maintain a specified amount of EBITDA.

The Support Agreement also provides that the subscription price
per share in the proposed rights offering will be reduced (i) by
$0.25 per share every 15 days beginning March 15, 2007, if the
Plan is not confirmed by then, until the Plan is confirmed; and
(ii) by an additional $0.25 per share for each 15 day period after
the 30th day after the Bankruptcy Court approves the Plan until
the Plan becomes effective; provided that the price reduction
contemplated by clause (ii) will not apply if the Plan becomes
effective on or before March 31, 2007.

A corresponding adjustment will be made to the number of shares in
the rights offering to maintain the total financing amount.

A full-text copy of the Plan Support Agreement is available for
free at http://ResearchArchives.com/t/s?1510

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006
(Bankr. S.D. Calif. Case No. 06-00510).  Garrick A. Hollander,
Esq., Paul J. Couchot, Esq., and Peter W. Lianides, Esq.,
represent the Debtor.  The Official Committee of Unsecured
Creditors selected Henry C. Kevane, Esq., and Maxim B. Litvak,
Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP, as its
counsel.  When the Debtor filed for protection from its creditors,
it listed $119.2 million in assets and $33.5 million in debts.


SFBC INT'L: Moody's Assigns Loss-Given-Default Rating
-----------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sector,
the rating agency confirmed its Caa1 Corporate Family Rating for
SFBC International, Inc., and upgraded its B3 rating on the
Company's Senior Secured Credit Facility due 2009 to B1.  In
addition, Moody's assigned an LGD1 rating to notes, suggesting
noteholders will experience a 7% loss in the event of a default.

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

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

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

Based in Princeton, New Jersey, SFBC International, Inc. (NASDAQ:
SFCC) -- http://www.sfbci.com/and http://www.pharmanet.com-- is
an international drug development services company offering a
comprehensive range of clinical development, clinical and
bioanalytical laboratory, and consulting services to the branded
pharmaceutical, biotechnology, generic drug and medical device
industries.  SFBC has more than 35 offices, facilities and
laboratories with approximately 2,500 employees strategically
located throughout the world.


SHERIDAN HOLDINGS: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sectors,
the rating agency confirmed its B2 Corporate Family Rating for
Sheridan Holdings, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Revolving
   Credit Facility
   due 2009             B2       B1       LGD3     34%

   Sr. Sec. 1st Lien
   Term Loan due 2011   B2       B1       LGD3     34%

   Sr. Sec. 2nd Lien
   Term Loan due 2012   Caa1     Caa1     LGD5     87%

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

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

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

Headquartered in Sunrise, Florida, Sheridan Healthcare provides
physician services to hospitals and ambulatory surgical facilities
that desire to outsource the physician staffing for the
anesthesia, neonatology and emergency departments.  Sheridan also
provides a full compliment of professional and administrative
support services including physician billing.


SHYPPCO FINANCE: Fitch Holds C Rating on $62 Mil. Class A-3 Notes
-----------------------------------------------------------------
Fitch affirms one class and upgrades two classes of notes issued
by Shyppco Finance Company, LLC.

These rating actions are effective immediately:

    -- $11,582,083 class A-2A Notes affirmed at 'AAA';
    -- $28,491,924 class A-2B Notes upgraded to 'BBB+' from 'BB+';
    -- $12,740,291 class A-2C Notes upgraded to 'BBB+' from 'BB+';
    -- $62,000,000 class A-3 Notes remain at 'C/DR6'.

Shyppco is a collateralized debt obligation managed by MBIA
Capital Management, which closed May 5, 1998 and is composed of
high yield, emerging market and investment grade bonds.  Included
in this review, Fitch discussed the current state of the portfolio
with the asset manager and their portfolio management strategy
going forward.  In addition, Fitch conducted cash flow modeling
utilizing various default timing and interest rate scenarios to
measure the breakeven default rates going forward relative to the
minimum cumulative default rates required for the rated
liabilities.

The upgrades are the result of increased credit enhancement levels
due to the deleveraging of the A2-A, A2-B and A2-C notes.  Shyppco
continues to fail its overcollateralization test and therefore
continues to divert both principal proceeds and interest proceeds
towards the pro-rata redemption of the class A-2 notes.  As a
result, approximately 22.5% of the original class A-2 balance has
been paid down since Fitch's last review in June 2005 and a total
of 76.84% of the original class A-2 balance has been paid down
since the CDO closed.  Additionally, the weighted average coupon
has increased and the collateral quality has remained stable with
the weighted average rating remaining in the 'B-/CCC+' area.

The current rating on the A-3 notes continues to reflect Fitch's
expected recovery.  Although the A-3 notes have not received any
payments since 1998, Fitch projects that they will begin receiving
some interest payments after the A-2 notes have been fully
redeemed.

The rating of the class A-2A Notes reflects the insurance wrap
provided by MBIA Insurance Corp., whose insurer financial strength
is rated 'AAA' by Fitch.  The ratings on the class A-2B and A-2C
notes address the likelihood that investors will receive full and
timely payments of interest, as per the governing documents, as
well as the stated balance of principal by the legal final
maturity date.  The rating on the class A-3 notes addresses the
ultimate return of principal and interest by the legal final
maturity date.


SHAW COMMS: DBRS Confirms Senior Notes' Rating at BB (high)
-----------------------------------------------------------
Dominion Bond Rating Service confirmed the long-term rating of
Shaw Communications Inc.'s Senior Notes at BB (high) Positive and
maintained the Positive trend at this time.  While DBRS continues
to recognize Shaw's sustained EBITDA growth, DBRS is concerned
with Shaw's focus on principally returning all or the majority of
its free cash flow to shareholders with ongoing share repurchases
and its increased dividend for F2007.

As a result of its increased dividend, Shaw is expected to be in a
slight negative free cash flow position in fiscal year 2007.   The
Company is expected to use its roughly $100 million from its cash
tax savings for share repurchases or investments, with debt
reduction expected to be a third option.  The lack of debt
reduction, along with an increasingly competitive environment and
competitors operating with much strong balance sheets, has
continued to mitigate rating improvement for Shaw.

Notwithstanding these concerns DBRS recognizes Shaw's:

   (1) consistent incremental improvements in operations over the
       past four years and cash flow-to-debt improving to 0.17
       times;

   (2) continued broadband growth despite strong broadband
       penetration -- second highest in North America at nearly
       60% of basic subscribers;

   (3) successful scaling of its telephony service that will
       contribute to future EBITDA growth;

   (4) growth in basic video subscribers indicating that new
       services are helping to drive growth in legacy services;
       and

   (5) improved key credit ratios mostly due to growth in
       operations.

Shaw is currently deploying its digital telephony service where
demand is robust and the service is now available to roughly 60%
of homes passed.  Shaw's triple-play offering of video, telephony
and broadband continues to drive average revenue per unit and
reduces customer turnover.  Shaw has been disciplined in its
pricing strategy for its services, which has continued to support
a relatively rational competitive environment in western Canada,
thus averting a price war with its telco competitors.

However, DBRS expects that Shaw's competitive advantage in
some markets could potentially be short-lived as its telcos
competitors are currently deploying video offers, which will give
them a similar bundle of services with the addition of wireless.
Furthermore, the telcos are currently appealing regulatory rulings
that restrict their ability to respond to cable telephony
competition.  Should these restrictions be removed sooner than
currently planned, DBRS believes that the telcos could become more
nimble, which would likely increase Shaw's business risk profile.

As a result, DBRS believes that it will be necessary to mitigate
this expected heightening competitive environment through a
reduction in its financial risk and therefore a more balanced
use of its free cash flow.  Thus, Shaw's ability to improve its
financial risk profile and compete against the incumbent telcos
will be key for rating improvement.




SPATIALIGHT INC: Incurs $4.1 Mil. Net Loss in 2006 Third Quarter
----------------------------------------------------------------
SpatiaLight, Inc., posted a $4,173,985 net loss for the quarter
ended Sept. 30, 2006, versus a net loss of $3,620,751, for the
same period a year ago.  The company reported a net loss of
$15,111,236 for the nine months ended Sept. 30, 2006, compared to
$9,293,733 for the nine months ended Sept. 30, 2005.

SpatiaLight had revenues of $298,046 for the quarter ended
Sept. 30, 2006, as compared with revenues of $58,457 for the same
period in 2005.  Revenues for the nine months ended Sept. 30, 2006
were $442,888, compared to revenues of $197,365 for the same
period in 2005.

At Sept. 30, 2006, the Company's balance sheet showed $10,562,948
in total assets, $15,029,944 in total liabilities and $1,947,909
in temporary equity, resulting in a $6,414,905 stockholders'
deficit.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?1503

Don Suh, SpatiaLight's new CEO, commented, "SpatiaLight is pleased
with the results of the third quarter and we look forward to
continued growth as we become the proven supplier of LCoS
microdisplays to the television industry."

Mr. Suh added, "SpatiaLight will continue to grow its revenues
both through existing products and new product initiatives with
current and potential customers.  SpatiaLight's product roadmap is
intended to help manufacturers lower their costs while maintaining
superior image quality and offering a tremendous value proposition
for the end customer.  SpatiaLight's LCoS imagers will now be
marketed for use in front projector systems, both for the home and
office, pocket projection solutions and single panel based
handheld solutions."

Dave Hakala, Chief Operating Officer, commented, "We are now a
couple of months into our ramp up and we are seeing successful
production progress.  We believe that the third quarter is just
the beginning of our production output growth and we look forward
to continued success in our production output."

                        Going Concern Doubt

Odenberg, Ullakko, Muranishi & Co. LLP expressed substantial doubt
about SpatiaLight, Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the years
ended Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company's recurring operating losses, negative cash flows from
operations, negative working capital position and stockholders'
deficit.

                         About SpatiaLight

SpatiaLight, Inc. -- http://www.spatialight.com/-- founded in
1989, manufactures high-resolution Liquid Crystal on Silicon
microdisplays for use in high definition televisions and other
display applications.  The company manufactures its products at
its facility in South Korea.


SPHERIS INC: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sectors,
the rating agency confirmed its B3 Corporate Family Rating for
Spheris, 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
   ----------           -------  -------  ------   ----------
   Sr. Sec. Revolving
   Credit Facility      B3       Ba3      LGD2     17%

   Sr. Sec. First
   Lien Term Loan       B3       Ba3      LGD2     17%

   11% Sub. Notes       Caa1     Caa1     LGD5     75%

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

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

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

Headquartered in Franklin, Tennessee, Spheris Inc. provides
medical transcription services to health systems, hospitals and
physician practices.


STRUCTURED ASSET: Moody's Rates Class B5-II Sub. Certificates B2
----------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Structured Asset Securities Corporation
Mortgage Loan Trust, Series 2006-RF3 and ratings ranging from Aa2
to B2 to subordinate certificates in the deal.

The securitization is backed by Wells Fargo Bank, N.A. and other
mortgage lenders, none individually exceeding originated,
adjustable-rate and fixed-rate, FHA/VA and alt-a mortgage loans
acquired by Lehman Brothers Holding Inc.  The Stack 1 Certificates
ratings are based on the credit quality of the underlying loans
and the insurance provided by FHA and the guarantee provided by
the VA.

Moody's expects Stack 1 Certificates collateral losses to range
from 0.35% to 0.45%.  The Stack 2 Certificates ratings are based
on the credit quality of the underlying loans and the mortgage
insurance provided by United Guaranty and Triad Guaranty.  After
taking into account the benefit from the mortgage insurance,
Moody's expects Stack 2 Certificates collateral losses to range
from 0.4% to 0.6%.

The Federal Housing Administration is a federal agency within the
Department of Housing and Urban Development whose mission is to
expand opportunities for affordable home ownership, rental
housing, and healthcare facilities.  The Department of Veterans
Affairs, formerly known as the Veterans Administration, is a
cabinet level agency of the federal government.

The rating of this pool is based on the credit quality of the
underlying loans and the insurance provided by FHA and the
guarantee provided by the VA. Approximately 89% of the loans have
insurance provided by FHA and 11% from the VA.  The rating is also
based on the structure and legal integrity of the transaction.

Wells Fargo Bank, N.A., First Horizon Home Loan Corporation,
Aurora Loan Services LLC, will service the mortgage loans and
Aurora will act as master servicer.

Moody's has assigned Wells Fargo its servicer quality rating of
SQ1 as a servicer of prime mortgage loans, First Horizon its
servicer quality rating of SQ2+ as a servicer of prime mortgage
loans, and Aurora its servicer quality rating of SQ2 as a servicer
of prime mortgage loans.

Moody's has assigned Aurora its servicer quality rating of SQ1- as
a master servicer of mortgage loans.

These are the rating actions:

   * Structured Asset Securities Corporation Mortgage Loan Trust,
     Series 2006-RF3

   * Mortgage Pass-Through Certificates, Series 2006-RF3

                     Cl. 1-A1, Assigned Aaa
                     Cl. 1-A2, Assigned Aaa
                     Cl. 1-A3, Assigned Aaa
                     Cl. 1-A4, Assigned Aaa
                     Cl. 1-AP, Assigned Aaa
                     Cl. 1-AX, Assigned Aaa
                     Cl. 2-A,  Assigned Aaa
                     Cl. B1-I, Assigned Aa2
                     Cl. B2-I, Assigned A2
                     Cl. B3-I, Assigned Baa2
                     Cl. B4-I, Assigned Ba2
                     Cl. B5-I, Assigned B2
                     Cl. 3-A1, Assigned Aaa
                     Cl. 3-A2, Assigned Aaa
                     Cl. 3-AP, Assigned Aaa
                     Cl. 3-AX, Assigned Aaa
                     Cl. 4-A,  Assigned Aaa
                     Cl. B1-II,Assigned Aa2
                     Cl. B2-II,Assigned A2
                     Cl. B3-II,Assigned Baa2
                     Cl. B4-II,Assigned Ba2
                     Cl. B5-II,Assigned B2
                     Cl. R,    Assigned Aaa

The notes are being offered in a privately negotiated transaction
without registration under the 1933 Act.  The issuance was
designed to permit resale under Rule 144A.


TEAM FINANCE: Moody's Assigns Loss-Given-Default Ratings
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sectors,
the rating agency confirmed its B2 Corporate Family Rating for
Team Finance LLC.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Revolving
   Credit Facility
   due 2011             B2       B1       LGD3     34%

   Sr. Sec. Term
   Loan due 2012        B2       B1       LGD3     34%

   11.25% Sr. Sub.
   Notes due 2013       Caa1     Caa1     LGD5     87%

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

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

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

Team Finance LLC, is an intermediate holding company.
Headquartered in Knoxville, Tennessee, Team Health, Inc., the
parent company, -- http://www.teamhealth.com/-- is affiliated
with over 5,600 healthcare professionals who provide emergency
medicine, radiology, anesthesia, hospitalist, urgent care and
pediatric staffing and management services to over 500 civilian
and military hospitals, surgical centers, imaging centers and
clinics in 43 states.


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

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Secured
   Revolver due 2011    B2       B1       LGD3     35%

   Senior Secured
   1st Lien Term
   Facility due 2012    B2       B1       LGD3     35%

   Second Lien Term
   Facility due 2013    Caa1     Caa1     LGD5     88%

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

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

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

Based in Lake Success New York, TLC Health Care Services Inc. --
http://www.tlcathome.com/-- provides Medicare home health care
services, specializing in care for the elderly.


TITAN GLOBAL: Inks $22.9 Mil. Loan Deal With Greystone Business
---------------------------------------------------------------
Titan Global Holdings Inc. reached an agreement in principal to
establish a new $15,000,000 revolving credit facility and
$7,950,000 senior term loan with Greystone Business Credit II,
LLC.  The new financings provide terms that will save Titan more
than $3.6 million in annual cash flow and permit the Company to
reduce the number of outstanding common shares.

The completion of these financings will give Titan's business
units additional working capital to exploit organic and strategic
opportunities for the acceleration of business operations and
revenue-growing activities.

"The cumulative cost and monthly payments for this financing are
dramatically cheaper and lower than our existing financings, and
the terms of the agreements allow us much more flexibility to
invest in real growth," said David Marks, Chairman of Titan.
"Under the previous financing arrangements, since August, 2005
we paid approximately $9.8 million to our senior lenders in
interest, fees, and principal.  Given these contractual
obligations, Titan wasn't able to invest in significant organic
growth.  Upon completion of these new financings, Titan will have
more flexibility to use its substantial free cash flow for use
to exploit Titan's organic and strategic opportunities."

Termination of the previous financings will enable a reduction in
the total number of common Titan shares by up to 1.25 million
shares. In September, 2006, Titan reached agreements with Laurus
Master Fund, Ltd. for an option-purchase entitling Titan to
buy-back up to 1.25 million of the 2.5 million Titan common shares
Laurus owns and to limit the sale of all remaining common shares
of Titan Laurus owns.  Pursuant to the Option, Laurus has agreed
to sell to Titan 1.25 million shares of TTGL for total
consideration of $1 thousand dollars subject to the repayment on
or before December 31, 2006, of all outstanding principal and
interest amounts owed by Titan to Laurus under its debt
facilities.  Upon exercise of the Option, Titan will cancel
these common shares.

The new Greystone financings will be used to repay the existing
credit facilities of each Titan business unit, including repayment
of its Oblio Telecom Inc. loans with Capital Source, and Titan's
Electronics and Homeland Security Division's senior convertible
loans due to Laurus, and to provide for future working capital
requirements.  Additionally, the parties have discussed Greystone
providing financing solutions for Titan's acquisition prospects.

"In our current and last fiscal year which ended Aug. 31, 2006
Titan made great fundamental progress in dramatically growing its
revenue and earnings before interest, depreciation, taxes, and
amortization," said Bryan Chance, President and Chief Executive
Officer of Titan Global Holdings.  "These new financings will
enable us to devote more funds to the creation of shareholder
value."

The Greystone Revolving Credit Facility would have a term of three
years and an interest rate of the Prime Rate of Citibank, N.A.
plus 1.50%, and the Senior Term Loan would have a term of three
years and would be amortized over four years on a straight line
basis with an interest rate of the Prime Rate of Citibank, N.A.,
plus 6.00%.  Titan and Greystone expect to close the transaction
by Dec. 15, 2006. Upon recovery by Titan of federal excise taxes
and universal service fund fees paid, Titan will accelerate the
retirement of the Greystone senior loan.

There can be no assurance that such new financing arrangements
will be finalized in a timely fashion or on terms acceptable to
Titan.  If the parties are unable to agree on final terms, the
contemplated financings will not be completed.  The agreement in
principal is subject to Greystone's ongoing due diligence and
audits, Titan's execution and delivery to Greystone of loan and
security agreements, notes, and assurances as are reasonable and
customary for similar loans, and as Greystone may reasonably
require in connection with the closing.

Headquartered in Salt Lake City, Utah, Titan Global Holdings, Inc.
(OTCBB: TTGL) -- http://www.titanglobalholdings.com/-- operates
through three divisions: Oblio Telecom, Inc., Titan PCB East, Inc.
and Titan PCB West, Inc.  Oblio is engaged in the creation,
marketing, and distribution of prepaid telephone products for the
wire line and wireless markets and other related activities.
Titan PCB is a printed circuit board manufacturer providing
competitively priced time-sensitive, quality products to the
commercial and military electronics markets.  Titan PCB offers
high layer count, fine line production of rigid, rigid-flex and
flex PCBs.

                         Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 5, 2006, Wolf
& Company, P.C., in Boston, Massachusetts, raised substantial
doubt about Titan Global Holdings, Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the fiscal year ended Aug. 31, 2005.  The auditor
pointed to the Company's significant operating losses, high debt
levels, defaults on debt covenants, and negative working capital.

At May 31, 2006, the Company's balance sheet showed total assets
of $46,945,000 and total liabilities of $54,586,000, resulting in
a stockholders' deficit of $7,641,000.


TOTAL SAFETY: Moody's Junks Rating on $40 Mil. Senior Secured Loan
------------------------------------------------------------------
Moody's Investors Service assigned first time ratings consisting
of a Ba3 rating for the proposed senior secured first lien credit
facilities and a Caa1 rating for the proposed senior secured
second lien term loan of Total Safety, U.S., Inc.

Concurrently, Moody's assigned a B2 Corporate Family Rating to
Total Safety.

The outlook for the ratings is stable.

The proposed transaction is in connection with the acquisition of
the company by DLJ Merchant Banking Partners from H.I.G. Capital
through a combination of equity and debt financing.

Proceeds from the proposed $75 million first lien loan, the
$40 million second lien term loan, along with about $68 million of
equity will be used to purchase the equity of the company,
refinance existing debt, and pay expenses and transaction fees
associated with the transaction.  The $15 million senior secured
revolver includes a letter of credit subfacility.

The Corporate Family Rating of B2 reflects the high level of
indebtedness at the time of the purchase with funded debt
exceeding 2006 expected pro forma revenues, the significant amount
of goodwill and intangibles to total assets, and the relatively
low level of expected pro forma free cash flow  relative to debt
in 2006.  The ratings are supported by the potential size of the
global safety compliance market relative to current penetration,
trends in regulatory compliance and low capital expenditure
requirements.

Scale expansion, further tangible progress with the In-Plant
Service Center initiative and successful diversification of the
company into mining, steel manufacturing and other industrial
clients could lead to a positive outlook.

Weaker than expected revenue growth, increases in financial
leverage from acquisitions or margin deterioration could put
negative pressure on the company's ratings.

In addition, if free cash flow to debt is anticipated to turn
negative for any period of time, the ratings could be downgraded.

Moody's assigned these ratings:

   -- Corporate Family Rating, rated B2;

   -- $15 million senior secured first lien revolving credit
      facility due 2011, rated Ba3, LGD 2, 29%;

   -- $75 million senior secured first lien term loan due 2012,
      rated Ba3, LGD 2, 29%;

   -- $40 million senior secured second lien term loan due 2013,
      rated Caa1, LGD 5, 81%;

The ratings outlook is stable.

The ratings are contingent upon the receipt of executed
documentation in form and substance acceptable to Moody's.

Total Safety, U.S., Inc., headquartered in Houston, Texas,
provides a range of safety-related services to the refining,
petrochemical and oil and gas exploration and production
industries, as well as other industrial companies.


TUBE CITY: $720 Mil. Onex Offer Cues Moody's to Review Ratings
--------------------------------------------------------------
Moody's Investors Service placed the ratings of Tube City IMS
Corporation under review for possible downgrade.  The review was
prompted by Onex Corporation's report that it has agreed to
acquire Tube City in a transaction valued at $720 million,
including equity and debt.

Moody's review will assess the impact of increased leverage on
Tube City's credit profile and capital structure, and the overall
debt service capabilities of the company in light of the
acquisition and higher debt levels.

In addition, Moody's review will consider the amount of equity
investment by Onex Partners II, Onex's $3.5 billion private equity
fund, which is expected to be approximately $240 million, as well
as the strategic positioning within Onex.  If the Onex acquisition
results in the repayment of Tube City's existing debt, the
existing ratings will be withdrawn at the conclusion of any new
financing.

These ratings were placed on review for possible downgrade:

   * Issuer: Tube City IMS Corporation

     -- Corporate Family Rating of B1
     -- Probability of Default rating of B1
     -- Gtd. First Lien Revolving Credit Facility, B1
     -- Gtd. First Lien Term Loan due 2010, B1, LGD3, 43%
     -- Gtd. Second Lien Term Loan due 2011, B3, LGD5, 86%

Tube City IMS Corporation, headquartered in Glassport, PA, is a
leading North American provider of on-site steel mill services
such as material handling, scrap management, metal recovery and
slag processing.


UNITED CUTLERY: U.S. Trustee Appoints Four-Member Creditors Panel
-----------------------------------------------------------------
The United States Trustee for Region 8, appointed four creditors
to serve on an Official Committee of Unsecured Creditors in United
Cutlery Corp.'s chapter 11 case:

    1. Prima Products Global Ltd
       15/F Unit 22 Wah Wai Ind. Bldg
       53-61 Pak Tin Par Street
       Hong Kong, China
       Attention: Arendt Hopeman

    2. The Beanstalk Group, LLC
       28 East 28th Street, 15th Floor
       New York, NY 10016
       Attn: Richard Bergovoy

    3. Valk Industries
       50 Valk Lane
       Greeneville, TN 37744-0668
       Attn: Dale Waddle

    4. New Line Cinema
       c/o Jocelyn Keynes, Esq.
       Stevens & Lee, PC
       485 Madison Ave, 20th Floor
       New York, NY 10022

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

Headquartered in Sevierville, Tennessee, United Cutlery Corp. --
http://www.unitedcutlery.com/-- manufactures hunting, camping,
fishing, military, utility, collectible, and fantasy knives.  The
Debtors also market fantasy-based swords, weapons and armor under
license from movie studios.  The Company and two of its affiliates
filed for chapter 11 protection on Oct. 2, 2006 (Bankr. E.D. Tenn.
Case No. 06-50884).  Maurice K. Guinn, Esq., at Gentry, Tipton &
McLemore P.C., represents the Debtors.  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts between $10 million and $50 million.  The Debtors' exclusive
period to file a chapter 11 plan expires on Jan. 30, 2007.


UNITED CUTLERY: Panel Hires Harter Secrest as Bankruptcy Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of United Cutlery
Corporation obtained authority from the U.S. Bankruptcy Court for
the Eastern District of Tennessee to retain Harter Secrest & Emery
LLP as its counsel.

Harter Secrest is expected to:

    (a) provide the Committee with legal advise concerning its
        duties, powers and rights in relation to the debtor and
        the administration of the case;

    (b) assist the Committee in the investigation of the acts,
        conduct, assets, liabilities and financial condition of
        the debtor, the operation of the debtor's business, the
        desirability of the continuation of such business, the
        sale of the Debtor's business, and any other matters
        relevant to the case or formulation of a plan of
        reorganization or plan of liquidation;

    (c) aid the Committee with its negotiations with the debtor on
        the formulation of a plan of reorganization or
        liquidation;

    (d) assist the Committee with the review of the debtor's
        retention of professionals, and, if appropriate, the
        appointment of a trustee or examiner under Section 1104 of
        the Bankruptcy Code;

    (e) advise the Committee in connection with the Debtor's
        expressed intention of selling its business;

    (f) analyze and advise the Committee regarding the many
        motions, applications, contested matters, and adversary
        proceedings that are likely to be filed in this case and
        the hearings that will occur in this case;

    (g) take actions as are necessary to preserve and protect the
        unsecured creditors' rights and to pursue such remedies
        for the unsecured creditors as are appropriate;

    (h) prepare on behalf of the Committee all necessary or
        appropriate applications, pleadings, adversary
        proceedings, answers, reports, orders, responses, and
        other legal documents;

    (i) conduct appropriate discovery and investigation into the
        Debtor's operations, valuation of assets, lending
        relationships, management, and causes of action; and

    (j) perform any and all other legal services for the Committee
        which may be necessary or appropriate and in the best
        interests of the unsecured creditors.

The Committee tells the Court that John R. Weider, Esq., a partner
at Harter Secrest, and Ingrid S. Palermo, Esq., an associate, will
be the lead attorneys performing services for the Committee.  Mr.
Weider will bill $330 per hour while Mrs. Palermo bills $200 per
hour.

Mr. Weider assures the Court that his firm is disinterested as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Weider can be reached at:

         John R. Weider, Esq.
         Harter Secrest & Emery LLP
         1600 Bausch & Lomb Place
         Rochester, New York 14604
         Tel: (585) 232-6500
         Fax: (585) 232-2152.
         http://www.hselaw.com/

Headquartered in Sevierville, Tennessee, United Cutlery Corp. --
http://www.unitedcutlery.com/-- manufactures hunting, camping,
fishing, military, utility, collectible, and fantasy knives.  The
Debtors also market fantasy-based swords, weapons and armor under
license from movie studios.  The Company and two of its affiliates
filed for chapter 11 protection on Oct. 2, 2006 (Bankr. E.D. Tenn.
Case No. 06-50884).  Maurice K. Guinn, Esq., at Gentry, Tipton &
McLemore P.C., represents the Debtors.  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts between $10 million and $50 million.  The Debtors' exclusive
period to file a chapter 11 plan expires on Jan. 30, 2007.


UNIVERSAL HOSPITAL: Moody's Assigns Loss-Given-Default Rating
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sector,
the rating agency confirmed its B2 Corporate Family Rating for
Universal Hospital Services, Inc., and its B3 rating on the
Company's 10-1/8% Senior Notes due 2011.  In addition, Moody's
assigned an LGD4 rating to notes, suggesting noteholders will
experience a 64% loss in the event of a default.

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

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

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

Universal Hospital Services, Inc., is a medical equipment
lifecycle services company.  UHS currently operates through more
than 75 offices, serving customers in all 50 states and the
District of Columbia.


US ONCOLOGY: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. healthcare service sector, the rating
agency confirmed its B1 Corporate Family Rating for U.S. Oncology
Holdings.  Additionally, Moody's revised or held its probability-
of-default ratings and assigned loss-given-default ratings on
these loans and bond debt obligations of the Company and its
subsidiary, U.S. Oncology, Inc.:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior unsecured
   floating rate notes
   due 2015               Caa1     B3      LGD6       93%

   US Oncology, Inc.

   Senior secured
   revolving credit
   facility due 2010      Ba3      Ba2      LGD2      20%

   Senior secured term
   loan due 2011          Ba3      Ba2      LGD2      20%

   9% senior unsecured
   notes due 2012         B1       B2       LGD4      58%

   10.75% senior sub.
   notes due 2014         B3       B3       LGD5      81%

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, US Oncology, is a cancer
treatment and research network.  Its network includes 1,029
affiliated physicians, 411 sites of service, 78 comprehensive
cancer centers, 13 other facilities providing radiation therapy
only, a clinical trial program that currently is managing 70
active clinical trials and a pharmaceutical distribution business
that currently distributes $1.7 billion in oncology
pharmaceuticals annually from its 75,000 square foot oncology
pharmaceutical distribution facility.


USG CORP: S&P Rates Proposed $500 Mil. Senior Unsec. Notes at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' debt rating
to the proposed $500 million senior unsecured notes of USG Corp.,
due 2016, to be issued under Rule 144a with registration rights.

The rating is based on preliminary terms and conditions.

Proceeds from the notes offering will be used for debt reduction
and general corporate purposes, which include working capital.

USG expects total debt, including capitalized operating leases,
tax-effected underfunded pension and postretirement benefits, and
asset-retirement obligations, to be $2.9 billion at year-end 2006.
The ratings on USG Corp. reflect the Chicago, Illinois-based
company's leading position in the U.S. gypsum wallboard and
ceiling system markets, competitive cost position, flexible
capital spending needs, and moderate financial policies.  The
ratings also reflect cyclical demand for the company's products.

Ratings List:

   * USG Corp.

     -- Corporate Credit Rating BB+/Stable
     -- $500 million senior unsecured notes due 2016 at 'BB+'


USP DOMESTIC: 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. healthcare services sector, the rating
agency downgraded its Ba2 Corporate Family Rating to Ba3 for USP
Domestic Holdings, Inc., and affirmed its Ba2 rating on the
company's 7-yr Term Loan 'B' due 2013.  Additionally, Moody's
assigned an LGD3 rating to those bonds, suggesting noteholders
will experience a 35% loss in the event of a default.

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

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

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

Headquartere in Dallas, Texas, United Surgical Partners
International currently maintains ownership interests or operates
128 surgical facilities.  Of its 125 domestic surgery centers, 68
are jointly owned with not-for-profit healthcare systems.  The
Company also operates three facilities in the United Kingdom.


VALENCE TECHNOLOGY: Posts $4.8MM Loss in Quarter Ended Sept. 30
---------------------------------------------------------------
Valence Technology Inc. incurred a $4.8 million net loss available
to common stockholders for the fiscal 2007-second quarter ended
Sept. 30, 2006, compared to a net loss available to common
stockholders of $8.1 million in the second quarter of fiscal 2006
and a net loss of $5.7 million in the first quarter of fiscal
2007.

The Company generated revenue for the second quarter of fiscal
year 2007 of $6.4 million, an increase of 15.5 percent over the
second quarter of fiscal 2006, and an increase of 101.3 percent
over first quarter of fiscal 2007.  The substantial increase in
revenue is a result of the small-format N-Charge system orders
that were scheduled to ship in the first quarter but were
postponed due to the Company's UL recertification process.  Large-
format systems represented 69.0 percent of total revenue for the
second quarter.

At Sept. 30, 2006, the Company's balance sheet showed $18,724,000
in total assets and $74,834,000 in total liabilities, resulting in
a stockholders' deficit of $64,720,000.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?1504

"I am pleased with our cost reduction programs and enhanced
manufacturing processes, as well as the momentum we are
experiencing for our large-format Saphion(R) batteries," said Dr.
James R. Akridge, president and chief executive officer of Valence
Technology.  "We will remain focused on cost control, quality
processes and products, improved productivity and higher revenue,
while diligently working to bring the Company to profitability."

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 5, 2006,
Deloitte & Touche LLP expressed substantial doubt about Valence's
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal year ending March 3,
2006.  Deloitte & Touche pointed to the Company's recurring losses
from operations, negative cash flows from operations and net
stockholders' capital deficiency.

                        About Valence

Headquartered in Austin, Texas, Valence Technology, Inc., --
http://www.valence.com/-- develops and markets battery systems
using Saphion(R) technology, the industry's first commercially
available, safe, large-format Lithium-ion rechargeable battery
technology.  Valence Technology holds an extensive, worldwide
portfolio of issued and pending patents relating to its Saphion
technology and lithium-ion rechargeable batteries.  The company
has facilities in Texas, Las Vegas, Nevada, and Suzhou and
Shanghai, China.


VB CHOWCHILLA: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: VB Chowchilla IV, LLC
        5213 Clayton Road
        Suisun Valley, CA 94534

Bankruptcy Case No.: 06-24740

Chapter 11 Petition Date: November 13, 2006

Court: Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Wendy Dezzani, Esq.
                  Meegan, Hanschu & Kassenbrock
                  1545 River Park Drive, Suite 550
                  Sacramento, CA 95815-4615
                  Tel: (916) 925-1800

Total Assets: $13,250,000

Total Debts:  $10,234,920

Debtor's Five Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Mark Raeber                        Loan                  $120,000
1002 North 11th Avenue
Hanford, CA 93230

83 Architects                      Trade Debt             $78,000
2020 alameda Padre Serra
Suite 133
Santa Barbara, CA 93103-1756

Provost & Pritchard                Trade Debt             $70,250
285 West Cromwell Avenue
Fresno, CA 93711-6162

Dan Segur                          Trade Debt             $31,500
21 Nob Hill Drive
Danville, CA 94526

Technicon Engineering Services     Trade Debt             $12,170
4539 North Brawley Avenue
Suite 108
Fresno, CA 93722


VESTA INSURANCE: Files 1st Amended Plan & Disclosure Statement
--------------------------------------------------------------
Vesta Insurance Group, Inc., delivered to the U.S. Bankruptcy
Court for the Northern District of Alabama its amended and
restated  Chapter 11 Plan of Liquidation and Disclosure Statement
on November 7, 2006.

Pursuant to the Amended Vesta Plan, the first distribution to
Vesta creditors will be made no later than 210 days after the
Plan's effective date.

Vesta will have no obligation to make Distributions on account of
an Allowed Claim if the aggregate amount of all Distributions
authorized or required to be made at the time in question is less
than $5,000 or to a specific allowed claimholder if the amount to
be distributed to that holder on a particular date does not
constitute a final distribution to the holder and is less than
$50.

Vesta states that it has acquiesced to the request of the
Official Committee of Unsecured Creditors in its case to appoint
Lloyd T. Whitaker as Plan Trustee.  Mr. Whitaker will be paid
from available funds in the estate under the terms and conditions
of the retention agreement that will be negotiated with the VIG
Committee.

Vesta relates that there remains open the overriding question of
the current status of the Insurance Receiverships and the
projected impact that the liquidations and rehabilitations will
have on the Estate.  Little or no information has been provided
to Vesta by any Receiver as to the steps being taken to
administer the entities or the projected return expected on a
company-by-company basis.

Vesta relates that it is impossible for it to make any
predictions as to the impact, whether positive or negative, of
the Insurance Receiverships on the Estate.

Vesta assures the Court that the Plan is not intended to and does
not diminish any property, including any cause of action, that is
owned by a Receiver, or assert an interest in property owned by a
Receiver, provided the property is not also Estate Property, or
if it is, the Estate's interest in the property is subordinate or
must yield to the interest of the Receiver pursuant to the
McCarran-Ferguson Act.

Vesta, acting by and through a Plan trustee and after
consultation with the Committee, may abandon, destroy or
contribute to a charitable organization any item of tangible
Estate Property, which are of inconsequential value with an
original cost value equal to or less than $10,000, without notice
to any person.

The abandonment clause also allows Vesta to abandon or destroy
any books or records in its possession, custody or control after
providing at least 20 days written notice to counsel of each
Receiver, if the information contained relates to the business of
an Insurance Company for which the Receiver is authorized to act;
counsel of Plan Committee; and the J. Gordon Gaines, Inc.
Trustee.

A full-text copy of Vesta's First Amended Plan is available at no
charge at http://ResearchArchives.com/t/s?14ec

A full-text copy of Vesta's First Amended Disclosure Statement is
available at no charge at http://ResearchArchives.com/t/s?14eb

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines, Inc., is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The Company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered the Order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.  (Vesta
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


VESTA INSURANCE: Committee Wants Voting Deadline Established
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Vesta Insurance
Group, Inc., tells the U.S. Bankruptcy Court for the Northern
District of Alabama that Vesta Insurance Group Inc. seeks to bar
from voting on its Chapter 11 Plan of Liquidation the unscheduled
claimholders that have not filed their claims by the proposed
record holder date, which could be as early as November 9, 2006,
the hearing to approve the Debtor's Disclosure Statement.

Colin M. Bernardino, Esq., at Kilpatrick Stockton LLP, in
Atlanta, Georgia, relates that only creditors who carefully study
the Debtor's request will know that they will have to file proofs
of claim before November 9 to preserve their rights to vote on
the Plan.  He notes that Vesta has only circulated its request to
a limited number of creditors and parties-in-interest; the others
will not receive notice of the proposed proof of claim deadline
until after the order approving the voting procedures has been
entered.

The VIG Creditors' Committee asks the Court to establish the
Voting Deadline as the date by which creditors must file their
proofs of claim to vote on the Plan.

Moreover, the VIG Creditors' Committee tells the Court that Vesta
should be required to amend its schedules to show claimholders as
opposed to Vesta being allowed to file a list of its choosing
without following the requirements of Rules 1007, 1008, and 1009
of the Federal Rules of Bankruptcy Procedure.

Mr. Bernardino asserts that the order should allow for assignees
of "transferred and assigned filed or scheduled claim" to be
allowed to vote if the transfer and assignment have been timely
and properly noted, to ensure that assignees of claimholders can
vote.

The VIG Committee also asks the Court to require the Debtor to
consult with the panel regarding any decision whether to allow or
disallow a ballot or any similar ballot tabulation issues.

The VIG Committee insists that the Debtor should tabulate the
ballots and report the results not later than two business days
before the Plan confirmation hearing.

(2) Wilmington Trust

Wilmington Trust Company is the trustee with respect to an
Indenture dated as of January 31, 1997, pursuant to which Vesta
Insurance Group, Inc., issued its 8.525% Junior Subordinated
Deferrable Interest Debentures.

Wilmington Trust relates that it is currently working with the
Debtor to reach a consensual resolution on certain provisions in
the Disclosure Statement and the proposed solicitation and voting
procedures.  Wilmington Trust advises the Court that it will file
objections in the event it is unable to reach an agreement with
the Debtor.

In this regard, Wilmington Trust seeks Judge Bennett's permission
to raise its objections concerning Vesta's Chapter 11 Plan of
Liquidation and Disclosure Statement and the proposed voting and
soliciting procedures before the Court at the Disclosure
Statement hearing.

        Objections to Vesta & Gaines Disclosure Statements

(1) Special Deputy Receiver

Prime Tempus, Inc., the Special Deputy Receiver appointed by the
Texas Department of Insurance to oversee the receivership of
certain insurance companies, tells the Court that the Disclosure
Statements explaining the Chapter 11 Plans of Liquidation
separately filed by Vesta Insurance Group, Inc., and J. Gordon
Gaines, Inc., do not contain necessary "adequate information" to
make an informed decision on whether to vote to accept or reject
the Plans.

The Texas Insurance Companies hold approximately $47,062,000 of
unsecured claims pursuant to the Debtors' schedules of assets and
liabilities.  The Texas Insurance Companies comprise:

   * Vesta Fire Insurance Corp.,
   * Vesta Insurance Corp.,
   * Shelby Casualty Insurance Co.,
   * The Shelby Insurance Co.,
   * Texas Select Lloyd's Insurance Co., and
   * Select Insurance Services, Inc.

George H. Tarpley, Esq., at Cox Smith Matthews Incorporated, in
Dallas, Texas, argues that the Debtors are impermissibly
attempting to accelerate the December 11, 2006 Claims Bar Date
for purposes of voting on the Plans.

Mr. Tarpley relates that the Debtors are seeking to limit voting
to holders of claims or interests who either:

   (i) have filed a proof of claim by the Record Holder Date;

  (ii) hold a claim listed on the Debtors' schedules as not
       contingent, unliquidated, or disputed; and

(iii) hold a claim identified on any list filed by the Debtors
       before Plan confirmation.

Mr. Tarpley states that all claims included on the Debtors'
schedule, including the Texas Insurance Companies' claims, are
unliquidated.  Furthermore, the Debtors have not yet filed any
list of claims with the Court identifying claims that are
permitted to vote on the Plans.  Therefore, he says, only those
claimants who file a proof of claim before the record holder date
can vote on the Plans.

To protect their voting rights, the Texas Insurance Companies
must either file a claim sooner than the Court-ordered Claims Bar
Date, or risk being disenfranchised by the Debtors' actions.

Accordingly, Prime Tempus asks the Court to deny the Debtors'
request for establishment of the Record Holder Date to the extent
it conflicts with the Claims Bar Date.

In addition, Mr. Tarpley complains that the Disclosure Statement
fails to adequately address the proposed funding of both Plans.
He says that the Disclosure Statements address myriad possible
estate causes of action that the Debtors may have against
insiders, third parties, legal and accounting firms, and
affiliated entities.  Information on the anticipated value of,
viability of, and costs associated with pursuing the potential
causes of action are not provided, he notes.

Mr. Tarpley contends that it would be impossible for Prime Tempus
to determine whether the interests represented will be better
protected through the Plans or a Chapter 7 liquidation of assets.
To the extent that the Debtors have valued, determined the
viability of, and assessed the costs of pursuing the Debtors
estate's potential causes of action, the Debtors' Disclosure
Statements should disclose that information.

Furthermore, to the extent that the Debtors have not fully
evaluated the estate's potential causes of action, Mr. Tarpley
maintains that the Debtors should disclose:

   -- at what stage the evaluation process is;

   -- how long before the Debtors anticipate they will fully
      evaluate all potential causes of action; and

   -- the anticipated budget for the causes of action.

Mr. Tarpley relates that the Disclosure Statements contain a list
of approximately 150 different entities that might have potential
causes of action against the Debtors, including Prime Tempus and
the Texas Insurance Companies.  He asserts that inadequate
information on the nature or viability of the causes of action
makes it hard for Prime Tempus to assess and evaluate how the
causes of action will affect Prime Tempus or the Texas Insurance
Companies under the Plans.

Prime Tempus' continued access to Vesta's books and records on
matters concerning the Insurance Subsidiaries and the Receivers
are not disclosed, Mr. Tarpley contends.  With regards to
exculpatory clause of the Plans, the "release" of negligence
claims, if any, is without support in the law and should be
deleted from the Plan, he points out.

Prime Tempus wants both Disclosure Statements clarified to
provide that no injunction is sought against any action by the
receivers that they are authorized to take pursuant to the state
insurance codes.

Prime Tempus further insists that both the Disclosure Statements
and the Plans should clarify that nothing attempts or has the
effect of:

   -- limiting the jurisdiction or authority of the receivership
      courts overseeing the Insurance Subsidiaries;

   -- enjoining the Receivers from taking any action authorized
      by the insurance codes under which they operate;

   -- mandating or limiting venue of any actions available to
      the Receivers;

   -- creating bankruptcy jurisdiction that has been "reverse
      preempted" by applicable non-bankruptcy law, including the
      McCarran-Ferguson Act; and

   -- limiting or asserting an interest in property, including
      causes of action, owned or controlled by the Receivers.

(2) Bankruptcy Administrator

J. Thomas Corbett, as Chief Deputy Bankruptcy Administrator for
the Northern District of Alabama, asks the Court to deny approval
of the Disclosure Statements separately filed by VIG and Gaines
because they do not:

   a) set a date certain for the liquidation of tangible assets,
      including real and personal property;

   b) provide an estimate of the costs associated with a complete
      liquidation of the Debtor's assets;

   c) provide for the treatment or ownership of assets ultimately
      not liquidated;

   d) include a retention agreement for a Plan trustee; and

   e) identify what future business operations will be conducted
      by the reorganized Debtor in the event that all assets are
      not liquidated.

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines, Inc., is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The Company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered the Order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.  (Vesta
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VOIP INC: Files Restated Results for 2006 Quarter Ended June 30
---------------------------------------------------------------
VoIP Inc. delivered its amended financial statements on Form 10-
Q/A for the second quarter ended June 30, 2006, to the Securities
and Exchange Commission.

The company restated its financial statements for the three months
ended June 30, 2006, which understated other income and warrant
liabilities, and overstated net loss and additional paid-in
capital.

                  Restated 2006 Quarterly Results

For the three months ended June 30, 2006, the Company incurred a
$5.1 million net loss on $9 million of net revenues compared to a
$3.5 million net loss on $1.4 million of net revenues for the same
period in 2005.

At June 30, 2006, the Company's restated balance sheet showed
total assets of $49,760,228, total liabilities of $31,768,585 and
total stockholders' equity of $17,991,643.

The Company's June 30 balance sheet also showed strained liquidity
with $5,350,695 in total current assets available to pay
$31,514,773 in total current liabilities.

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

                        Going Concern Doubt

Berkovits, Lago & Company, LLP, in Fort Lauderdale, Florida,
raised substantial doubt about VoIP Inc.'s ability to continue as
a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditor pointed to the Company's lack of sufficient working
capital and recurring losses.

                            About VoIP

VoIP, Inc. provides communications services to communication
companies, businesses, and residential consumers.  The company
also sells various communication hardware to broadband service
providers.


VWR INTERNATIONAL: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. healthcare services sector, the rating
agency confirmed its B2 Corporate Family Rating for VWR
International, Inc.  Additionally, Moody's held its probability-
of-default ratings and assigned loss-given-default ratings on
these loans and bond debt obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Secured EURO
   Term Loan              B2       Ba3     LGD2        24%

   Senior Secured Gtd.
   U.S. Dollar Term Loan
   due 2011               B2       Ba3     LGD2        24%

   Senior Secured Gtd.
   Revolver, due 2009     B2       Ba3     LGD2        24%

   Senior Unsecured Gtd.
   Notes, due 2012        B3       B3      LGD4        67%

   CDRV Investors Inc. (parent)

   Senior Subordinated
   Unsecured Guaranteed
   Notes, due 2014        Caa1     Caa1    LGD6        90%

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

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

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

Headquartered in West Chester, Pennsylvania, VWR International
distributes scientific supplies, which is diversified across a
spectrum of products and services, customer groups and geography.
The company offers more than 750,000 products, from more than
5,000 manufacturers, to over 250,000 customers throughout North
America and Europe.  VWR's primary customers work in the
pharmaceutical, life science, chemical, technology, food
processing and consumer product industries.  Its customers also
include universities and research institutes; governmental
agencies; environmental testing organizations; and primary and
secondary schools.  VWR International affiliates operate in 18
countries and employ almost 6,000 people.


WERNER LADDER: Court Extends Plan-Filing Period to January 15
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the exclusive periods of Werner Holding Co. (DE), Inc., aka Werner
Ladder Company, and its debtor-affiliates:

   (i) to file a plan of reorganization through and including
       Jan. 15, 2007; and

  (ii) to solicit acceptances for the plan through and including
       March 16, 2007.

The Court directs the Debtors to deliver their budget for the
2007 fiscal year by Dec. 15, 2006, and their long-term business
plan for fiscal years 2008 through 2010 by Jan. 7, 2007.

If the Debtors fail to meet the Dec. 15, 2006 and Jan. 7, 2007
deadlines, the Official Committee of Unsecured Creditors; the
Second Lien Lenders; Black Diamond Commercial Finance LLC, as
the administrative agent under the $99,000,000 DIP Facility; and
the lenders under the First Lien Credit Agreement dated June 11,
2003, can seek relief from the Court, on appropriate notice, to
terminate the Exclusive Periods.  The Debtors' failure to meet
the deadlines will be a factor that the Court may consider upon
any motion to terminate.

                 Second Lien Committee's Support

The Ad Hoc Committee of Second Lien Note Holders under the
$100,000,000 Senior Credit Facility dated May 10, 2005, and
Credit Suisse First Boston, the administrative agent under the
Second Lien Facility, are willing to support a limited extension
of the Debtors' exclusive periods to file, and solicit
acceptances of, a reorganization plan, subject to conditions that
have been the subject of ongoing negotiations with the Debtors.

Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
in Los Angeles, California, relates that the Second Lien
Committee's support to an extension is conditioned upon, among
others, the approval by the Debtors' Board of Directors and Chief
Executive Officer of the designation and appointment of a Chief
Restructuring Officer, who will oversee and manage the Debtors'
restructuring process and report accordingly to the CEO and the
Board.

The Second Lien Committee and CSFB reserve their rights to
expressly preserve, subject to the Court's order, their legal and
equitable rights with respect to the Extension Motion in the
unlikely event that the terms of their support do not materialize
in the ongoing discussions.

                          Court Decree

The Hon. Kevin J. Carey overrules any responses or objections to
the Debtors' request, except for the response and reservation of
rights filed by the Second Lien Committee and CSFB.

                       About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The firm of Willkie Farr & Gallagher LLP serves as the Debtors'
counsel.  Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and
Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP,
represents the Debtors as its co-counsel.  The Debtors have
retained Rothschild Inc. as their financial advisor.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's financial
advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WERNER LADDER: Court Okays Neil Minihane as Committee Consultant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorizes
the Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Werner Holding Co. (DE), Inc., aka Werner
Ladder Company, and its debtor-affiliates, to retain Neil
J. Minihane as its consultant.

Pursuant to an Engagement Letter dated Sept. 7, 2006 with the
Committee, Mr. Minihane agrees to:

   (a) review and analyze the Debtors' historical financial and
       operations data relating to their operations in Chicago,
       Illinois and Juarez, Mexico, including, profits and loss
       information and cash usage analyses relating to these
       facilities;

   (b) assess and periodically advise the Committee regarding the
       status and progress of the transition of the Debtors'
       operations from Chicago to Juarez, and provide suggestions
       or recommendations as may be appropriate or necessary;

   (c) advise and attend meetings of the Committee and its
       professionals, as appropriate;

   (d) advise and attend meetings with third parties, including
       the Debtors, as may be requested by the Committee, or
       otherwise necessary or appropriate to perform the
       services;

   (e) prepare and deliver to the Committee a written report on
       the status and progress of the transition of the Debtors'
       operations from Chicago to Juarez, and containing
       suggestions, recommendations and concerns relating to the
       transition;

   (f) be reasonably available for follow-up questions by the
       Committee concerning the report;

Mr. Minihane will be:

   (i) paid $15,000 per week, for a period of four weeks, or as
       extended by Court order, commencing upon Court approval of
       the Application; and

  (ii) reimbursed for reasonable and necessary expenses relating
       to the services provided.

Mr. Minahe assures the Court that he does not hold or represent
an interest adverse to the Committee or the bankruptcy estates.
He is a "disinterested person" as that term is defined in Section
101 (14) of the Bankruptcy Code.

                Second Lien Committee's Objection

The Ad Hoc Committee of Holders of Second Lien Claims under the
$100,000,000 Senior Secured Credit Facility tells the Court it is
not opposed in concept to having an expert in the transition of
U.S. manufacturing operations to Mexico "look over the shoulder"
of the Debtors' management in formulating and implementing an
important and fundamental business strategy.  The Second Lien
Committee believes that Neil J. Minihane's analysis and report
may provide valuable insight to all creditor constituencies.  The
Second Lien Committee, however, does not believe that the product
of an estate-funded process should remain the exclusive and
confidential work product of the Unsecured Creditors' Committee.

"The Minihane analysis, as proposed, is not a tool for
litigation.  It must be a tool to provide expert insight to the
Debtors and assist the principal creditor constituencies in their
evaluation of the Debtors' transition plan," Laura Davis Jones,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, LLP,
in Wilmington, Delaware, says.

Black Diamond Commercial Finance, LLC, as sole administrative
agent, collateral agent, book runner, lead arranger, and
documentation agent, for the lenders under the DIP Agreement,
agrees with the Second Lien Committee.

                         Judge's Decree

The Court has required Mr. Minihane to the U.S. Trustee and the
Debtors a record of the number of hours worked each day and a
description of his services performed.

The Hon. Kevin J. Carey also ruled that the final report of Mr.
Minihane that is delivered to the Committee will also be delivered
to the Debtors, the Second Lien Committee, and to JPMorgan Chase
Bank, N.A., as Agent under the First Lien Credit Agreement dated
June 11, 2003, and to Credit Suisse, Cayman Island Branch, as
Agent under the Second Lien Credit Agreement dated May 10, 2005.

Mr. Minihane will not be liable to the Debtors, the Second Lien
Committee, and the Agents under each of the DIP Financing
Agreements regarding the preparation or content of the final
report.

                       About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The firm of Willkie Farr & Gallagher LLP serves as the Debtors'
counsel.  Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and
Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP,
represents the Debtors as its co-counsel.  The Debtors have
retained Rothschild Inc. as their financial advisor.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's financial
advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WERNER LADDER: Ct. OKs 5th Amended Agreement with Grupo American
----------------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates, obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to enter into a fifth amendment
of a service agreement with Grupo American Industries, S.A. DE
C.V., effective July 1, 2006.

Werner Co. is a party to a service agreement dated Aug. 1, 2003,
with Grupo American Industries, S.A. DE C.V., in connection with
the operation of the Debtors' facility in the city of Juarez,
Mexico.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, related that the services provided to
the Debtors by AI are critical and include, but are not limited
to:

   (i) human resources activities;
  (ii) accounting and fiscal services;
(iii) customs activities;
  (iv) freight forwarding activities;
   (v) environmental control;
  (vi) purchasing of non-production materials; and
(vii) expatriate support.

The Debtors pay AI a "Shelter Fee" for its services, which is
based on the number of full-time employees at the Juarez Facility
in any given week and the total number of hours the employees
work in that given week.  Shelter Fee payments made by the
Debtors for the past three years were:

                  Year-to-Date         Payment
                  ------------         -------
                  June 2004          $753,132
                  June 2005           977,986
                  June 2006           611,261

The Shelter Agreement is currently set to expire on June 30,
2007.

The Debtors wanted to extend the term of the Agreement and obtain
certain immediate cost savings.

To that end, the Debtors and AI have reached an agreement
whereby, in exchange for an 18-month extension of the Shelter
Agreement, through Dec. 31, 2008, AI has agreed to reduce its
current Shelter Fee rates, retroactive to July 1, 2006, and
assume 50% of an employee housing cost program -- up to $69,953
-- in which housing will be provided to labor force employees
that AI will hire and bring to Juarez from other areas of Mexico.

The Amendment expressly provides that the Shelter Agreement will
remain a prepetition agreement and any claims related thereto
will be prepetition claims.

Mr. Brady explains that the Juarez Facility is a cornerstone of
the Debtors' operational restructuring plan.

The services provided by AI at the Juarez Facility are essential
to the Debtors' operations there, Mr. Brady says.

The Debtors expect to save approximately $1,100,000 as a result
of the Amendment.  Mr. Brady relates that approximately $350,000
of the cost savings would be realized prior to the end of the
current contract term and the remaining $750,000 would be
realized during the extended term.

The Debtors intend to perform in-house many, if not all, of the
services currently provided by AI, but the Debtors do not have
sufficient resources to do this by June 30, 2007.

The Debtors estimate that they will spend approximately
$2,700,000 under the Shelter Agreement through December 2008.  If
the Debtors were to provide the same services themselves through
December 2008, they estimate that it would cost approximately
$3,000,000.

                        About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The firm of Willkie Farr & Gallagher LLP serves as the Debtors'
counsel.  Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and
Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP,
represents the Debtors as its co-counsel.  The Debtors have
retained Rothschild Inc. as their financial advisor.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's financial
advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WORLD AIRCRAFT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: World Aircraft Connection, Inc.
        1450 Coachlight Way
        Dunedin, FL 34698

Bankruptcy Case No.: 06-06427

Type of Business: The Debtor manufactures and wholesales aircraft
                  parts and equipment.

Chapter 11 Petition Date: November 14, 2006

Court: Middle District of Florida (Tampa)

Debtor's Counsel: David S. Jennis, Esq.
                  Jennis Bowen & Brundage, P.L.
                  400 North Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Helimarket Ltd.                    Payment Under         $822,400
Akara Building 24                  Contract
De Castro Street
Wickhams Cay I Road Town
Tortola
British Virgin Islands

Michael Taylor Smith              Payment Under          $421,013
Zulu Aviation Africa              Contract
[no address provided]

Dr. J Samuel Grimes Jr.           Payment Under          $418,065
[no address provided]             Contract

Luc Marcoux                       Payment Under          $362,000
2033 Thomas Street                Contract
Hollywood, FL 33020

Walter Wolf                       Payment Under          $345,000
c/o Christopher D. Ekman          Contract
Heilmann Ekman & Associates
P.O. Box 216
Burlington, VT 05402-0216

Gilbert Greaux                    Payment Under          $282,500
148 Torino Lane                   Contract
Kissimmee, FL 34759

Serge Ouimet                      Payment Under          $230,000
                                  Contract

Heriot Aviation (Pty.) Ltd.       Payment Under          $225,000
                                  Contract

Dan Christensen                   Payment Under          $216,613
                                  Contract

Robert Perry                      Payment Under          $200,000
                                  Contract

Armstrong Helicopters Ltd.        Payment Under          $200,000
                                  Contract

Fred London                       Payment Under          $150,000
                                  Contract

Ceryl Johns                       Payment Under          $130,000
                                  Contract

Don Nelson                        Payment Under          $125,000
                                  Contract

Clemente Torres                   Payment Under          $125,000
                                  Contract

Avalair Helicopters, Inc.         Payment Under          $120,000
                                  Contract

Robert Eremian                    Repair                  $90,287
                                  Reimbursement

Justo Niebla                      Settlement Balance      $75,000

City of Wilmington NC             Deposit for             $60,000
                                  Refurbishment

Rotorcraft Leasing Co. LLC        Payment due under       $26,000
                                  successful bid


WORLDCOM INC: Qwest Wants to Recover Terminating Access Charges
---------------------------------------------------------------
Qwest Corporation commenced a complaint against MCI Inc. and
certain other entities, seeking to recover unpaid terminating
access charges, plus late fees and prejudgment interest, for
indirectly delivered calls made subsequent to WorldCom Inc. and
its debtor-affiliates' bankruptcy filing.

The other defendants are:

   * MCI Communications Corporation,
   * MCI Network Services, Inc.,
   * MCI Telecommunications Corp.,
   * MCI WORLDCOM Communications, Inc.,
   * MCImetro Access Transmission Services LLC,
   * Telecom USA, Inc., and
   * Teleconnect Company,
   * Teleconnect Long Distance Service & Systems Company,
   * TTI National, Inc., and
   * WorldCom Technologies Inc.

Qwest's Complaint was originally filed under seal.  With the
consent of Honorable Arthur Gonzalez of the U.S. Bankruptcy Court
for the District of New York, the Complaint has been made a public
record.

Qwest provides local, intraLATA toll and exchange access
telecommunications services in all or parts of Arizona, Colorado,
Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North
Dakota, Oregon, South Dakota, Utah, Washington, and Wyoming.

                          Access Charges

The use of local exchange networks to originate and terminate
long distance calls is known as access service.  Interexchange
carriers, like the Debtors, use access services of local exchange
carriers, like Qwest, as elements in an end-to-end long-distance
call that the interexchange carriers sell as their product to
their own long distance customers.

The transmission of an interexchange call from the calling
party's premises or telephone to a long-distance carrier's
network is known as "originating access."  If the calling party
is a local service customer of Qwest, but an interexchange
service customer of any of the Debtors, the Debtors are required
to pay Qwest originating access charges for the use of Qwest's
network to place interexchange calls.

The transmission of an interexchange call over the local exchange
carrier's network to the called party's premises or telephone is
known as "terminating access."  If the called party is a local
service customer of Qwest, but an interexchange service customer
of any of the Debtors, those Debtors are required to pay
terminating access charges to Qwest.

The amount of originating and terminating access charges payable
by interexchange carriers is governed by federal and state
tariffs applicable to a given interexchange call.

              MCI Failed to Pay Qwest Access Charges

Scott A. Golden, Esq., at Hogan & Hartson L.L.P., in New York,
relates that subsequent to the Petition Date, interexchange
service customers of the Debtors made long distance calls to
local service customers of Qwest, which were terminated or
transported using Qwest's facilities.  Some of the calls were
Directly Delivered Calls while others were Indirectly Delivered
Calls.

Under applicable non-bankruptcy law and federal and state tariffs
filed by Qwest, MCI is required to pay Qwest the terminating
access charges set forth in the tariffs for the use of Qwest's
network to terminate or transport long-distance calls, regardless
of whether those calls were Directly Delivered Calls or
Indirectly Delivered Calls.

Mr. Golden contends that the Debtors failed to pay terminating
access charges to Qwest on many of the Directly Delivered Calls
and Indirectly Delivered Calls made subsequent to the Petition
Date.  "The charges paid by [the Debtors] to third-party carriers
for Indirectly Delivered Calls did not reflect, incorporate or
cover the terminating access charges set forth in Qwest's
applicable tariff," Mr. Golden avers.

Mr. Golden relates that at an April 11, 2006 hearing, the
Debtors' counsel appeared to have suggested to the Court that the
Debtors may have delivered Indirectly Delivered Calls to Qwest
through AT&T pursuant to a "very favorable volume" or other
private "contract" between Qwest and AT&T.  Mr. Golden argues
that the assertion of the Debtors' counsel is false.

Mr. Golden maintains that Qwest offers and provides access
services exclusively through its tariffs.  Furthermore, the
Indirectly Delivered Calls are subject to the rates for switched
access service, which do not include volume discounts.

In addition, the Indirectly Delivered Calls at issue were
delivered by the Debtors to Qwest through third-party carriers
other than AT&T, Mr. Golden says.

Mr. Golden tells the Court that Qwest did not know that the
Debtors failed to pay the applicable terminating access charges
on the calls until late 2003, when Qwest completed and analyzed
certain studies to calls originating and terminating on its local
exchange facilities because:

   -- the Indirectly Delivered Calls were delivered to Qwest over
      facilities used for local calls; or

   -- the Indirectly Delivered Calls were not accompanied by
      "signaling" information used to determined whether a call
      is local, intrastate long distance or interstate long
      distance.

Accordingly, Qwest asks the Court to:

   (a) for all Indirectly Delivered Calls placed subsequent to
       the Petition Date, rule that the Debtors have violated
       applicable non-bankruptcy state and federal law and
       breached the State and Federal Tariffs;

   (b) rule that the Debtors are liable for all unpaid
       terminating access charges with respect to those
       Indirectly Delivered Calls, plus late fees and prejudgment
       Interest;

   (c) direct the Debtors to pay Qwest an amount equal to the sum
       of the unpaid terminating access charges plus late fees
       and prejudgment interest;

   (d) award costs and attorney's fees Qwest incurred in
       connection with the complaint; and

   (e) compel the Debtors to deliver a full accounting of the
       number of interexchange minutes indirectly to Qwest
       through unaffiliated third-party carriers subsequent to
       the Petition Date, and the number of those minutes for
       which the Debtors have failed to pay Qwest the federal and
       state tariffed terminating access charges.

Mr. Golden clarifies that Qwest's Complaint does not include
claims for terminating access charges for Directly Delivered
Calls.  Those Claims are subject to a complaint filed by Qwest in
the United States District Court for the District of Colorado on
January 9, 2006.

                         About WorldCom

WorldCom, Inc., a Clinton, MS-based global communications company,
filed for chapter 11 protection on July 21, 2002 (Bankr. S.D.N.Y.
Case No. 02-13532).  On March 31, 2002, WorldCom listed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on Apr. 20, 2004, the Company formally emerged from U.S. Chapter
11 protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with
Verizon Communications, Inc.  MCI is now known as Verizon
Business, a unit of Verizon Communications.  (WorldCom Bankruptcy
News, Issue No. 127; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WORLDCOM INC: Wants to Recover Excess Commission Payments to HSG
----------------------------------------------------------------
In August 1998, WorldCom Technologies Inc., later known as MCI
WorldCom Communications, Inc., and HSG/ATN, Inc., entered into a
representation agreement, as amended, whereby HSG agreed to
obtain orders for certain WorldCom services.

WorldCom agreed to pay HSG residual commissions, based on the
Adjusted Billed Usage of Services, after termination of the
Agreement as long as a Customer's Adjusted Billed Usage exceeds
$25,000 per month.  WorldCom's obligation to pay commissions
ceases the first month that the Customer's Adjusted Billed Usage
drops below that threshold.

On June 28, 2002, HSG sent WorldCom a termination notice of the
Agreement.  According to Douglas Y. Curran, Esq., at Stinson
Morrison Hecker LLP, in Kansas City, Missouri, WorldCom accepted
the termination and reminded HSG that it is required to comply
with Section 8.1 of the Agreement, which provides that as long as
the Debtor pays the commissions, HSG would not contact any
WorldCom Group customers procured pursuant to the Agreement for
the purpose of inducing them to switch to a competing service
provider.

HSG, however, solicited Customers for another service provider in
violation of the Agreement, Mr. Curran relates.

On November 14, 2002, after discovering HSG's solicitation,
WorldCom sent HSG notice of its breach as required under the
Agreement.

HSG is not entitled to the residual commissions that would have
been payable in and after December 2002, Mr. Curran argues.
Under Section 8.3 of the Agreement, WorldCom was permitted to
terminate commission payments to HSG as a result of the violation
of the Agreement.

"Any recovery for HSG/ATN must be offset by inadvertent
overpayments," Mr. Curran asserts.  "[The] Court determined in
its April 27, 2004 Memorandum Decision and Order Regarding Motion
for Allowance and Payment of Administrative Claim by HSG/ATN,
Inc. that the residual commissions are not entitled to
administrative expense priority," Mr. Curran declares.

Pursuant to the April 27 Order, Mr. Curran contends that WorldCom
overpaid HSG in September to November 2002.  "WorldCom paid HSG
$435,211 in residual commissions allegedly due in September,
October and November 2002, at 100 cents on the dollar instead of
as Class 6 claims under the Bankruptcy Plan," Mr. Curran says.

Mr. Curran also argues that even if WorldCom had been obligated
to continue making commission payments despite HSG's breach, HSG
has significantly overestimated the commissionable revenue that
Customers have produced and will produce for WorldCom, to entitle
it to commissions totaling $9,667,051.  "In calculating the Claim
amount, HSG has erroneously relied on an irrelevant and incorrect
customer attrition rate instead of a revenue attrition rate based
upon actual commissionable revenue," Mr. Curran contends.

Moreover, HSG's calculation of future commissions is too
speculative to be recoverable, Mr. Curran adds.

Accordingly, the Debtors assert that:

   * HSG tortiously interfered with WorldCom's contractual
     relationships with Customers and WorldCom's business and
     prospective business relationships, through its egregious
     solicitation of Customers;

   * HSG's solicitations of current WorldCom Customers and
     WorldCom agents were intentional, willful and malicious;

   * HSG's solicitations were calculated to cause damage to
     WorldCom's business and to interfere with its current
     contractual relationships with its Customers;

   * HSG's solicitations were wrongful, egregious and without
     justification;

   * HSG benefited and WorldCom was injured and suffered damages
     as a result of the solicitations;

   * HSG's multiple solicitation efforts violated the automatic
     stay because they were actions taken to obtain possession of
     estate property, namely WorldCom's Customer accounts.

Accordingly, the Debtors seek to recover the excess commission
payments made to HSG, plus compensatory damages, as well as
punitive damages due to the egregiousness of HSG's solicitations,
costs, attorneys' fees, and any other relief as the U.S.
Bankruptcy Court for the District of New York deems just.

                   Debtors Object to HSG Claims

In November 2003, HSG filed Amended Claim No. 36482 for
$7,106,348 for services performed.

The Debtors argued that Claim No. 36482 was not timely filed, is
not entitled to administrative status and does not include
sufficient supporting documentation.

After some investigation, the Debtors discovered that HSG filed
another claim on January 23, 2003, assigned as Claim No. 38458.
Similarly, the Debtors opposed the Claim because it did not
provide sufficient information to permit them to evaluate it.
The Debtors also asserted that Claim No. 38458 is a duplicate
claim and HSG failed to mitigate damages.

Mr. Curran reminds Judge Gonzalez that HSG did not seek the
Court's permission to amend its November 18, 2003, proof of
claim.  Even if HSG had sought permission to amend its original
proof of claim, HSG has provided no justification for its failure
to file the amendment by the January 23, 2003, Bar Date, Mr.
Curran maintains.

Mr. Curran notes that HSG's Claim purports to simply increase the
damages HSG is seeking, but provides no justification for the
recent increase in the claim amount.

Mr. Curran argues that HSG's Claim is barred, in whole or in
part, by the equitable doctrines of waiver estoppel, laches and
unclean hands.

                    HSG Seeks Summary Judgment

HSG asks the Court to grant summary judgment in its favor, and
dismiss the Debtors' Complaint with prejudice.

HSG asserts that the Complaint fails to state a claim upon which
relief may be granted.

Eric B. Fisher, Esq., at Morgenstern Jacobs & Blue, LLC, in New
York, maintains that the claims asserted by the Debtors are
barred by the applicable statutes of limitations, the doctrine of
unclean hands, the doctrine of laches, waiver and equitable
estoppel, collateral estoppel, payment, res judicata, and
release.

The Debtors also failed to mitigate or otherwise act to lessen or
reduce the alleged damages, Mr. Fisher adds.

Mr. Fisher argues that the Debtors' Complaint is a pressure
tactic designed to impose costs and burdens on HSG, in order to
gain leverage over HSG with respect to its pending proof of claim
against WorldCom.

Mr. Fisher asserts that HSG is entitled to summary judgment for
these reasons:

   (a) WorldCom's claim for postpetition payments is barred by
       the statute of limitations;

   (b) WorldCom's claims for tortious interference with its
       customer and agent contracts and with its business
       relationships are a transparent effort to restate breach
       of contract claims as tort claims;

   (c) WorldCom seeks to recover for alleged wrongful conduct
       occurring outside the statute of limitations period for
       the claims; and

   (d) WorldCom is not entitled to seek damages under Section
       362(h) of the Bankruptcy Code as a matter of law.

           Debtors Oppose HSG's Summary Judgment Motion

Summary judgment is appropriate when there is no genuine issue of
material fact and the moving party demonstrates that it is
entitled to judgment as a matter of law.  HSG has the initial
burden of demonstrating the absence of a genuine issue of
material fact, Mr. Curran asserts.

Mr. Curran argues that:

   (a) the Debtors' claim under Section 549 of the Bankruptcy
       Code is timely;

   (b) the Debtors' tortious interfence claims are not barred
       because they have not filed any breach of contract claims;

   (c) the Debtors' tort claims are timely; and

   (d) the Debtors are entitled to damages for the willful
       violation of the automatic stay.

Mr. Curran maintains that the Debtors clearly initiated
proceedings prior to the expiration of the required two-year
period -- first when they demanded the return of the funds in the
objection to HSG's administrative priority motion in 2003 and
then again when they objected to HSG's claims in October 2004,
and sought the return of the benefit of the postpetition
payments.

Accordingly, the Debtors ask the Court to deny HSG's Summary
Judgment Motion.

                        HSG Talks Back

Mr. Fisher maintains that the Section 549 claim should be
dismissed because:

   (a) The Complaint for turnover of the certain payments was
       commenced approximately three years after the last of
       those payments;

   (b) The Court's Administrative Claim Decision and the
       subsequent May 11, 2004 Order specifically directed
       WorldCom to commence an adversary proceeding, but WorldCom
       failed to file the proceeding before the statute of
       limitations expired; and

   (c) Due to the delay, WorldCom has been unable to retrieve
       relevant documents from former WorldCom employees with
       knowledge of the matters at issue.

                          *     *     *

The Court directed the parties to complete all fact and expert
depositions by December 1, 2006.  A pre-trial conference will be
held on January 23, 2007.

                         About WorldCom

WorldCom, Inc., a Clinton, MS-based global communications company,
filed for chapter 11 protection on July 21, 2002 (Bankr. S.D.N.Y.
Case No. 02-13532).  On March 31, 2002, WorldCom listed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on Apr. 20, 2004, the Company formally emerged from U.S. Chapter
11 protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with
Verizon Communications, Inc.  MCI is now known as Verizon
Business, a unit of Verizon Communications.  (WorldCom Bankruptcy
News, Issue No. 127; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


YOUTH AND FAMILY: Moody's Assigns Loss-Given-Default Ratings
------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. rental company sector this week, the
rating agency confirmed its B2 Corporate Family Rating for Youth
and Family Centered Services, Inc.  Additionally, Moody's revised
its probability-of-default ratings and assigned loss-given-default
ratings on these loans:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Secured
   Revolving Credit
   Facility due 2012      B2       B1      LGD3        41%

   Senior Secured
   Term Loan B due 2013   B2       B1      LGD3        41%

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

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

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

Youth and Family Centered Services, Inc., provides affordable,
successful health, education and assisted living services, to
troubled children and adolescents through the acquisition of
specialized service companies throughout the country.


* Cadwalader Wickersham Names 24 Attorneys as Special Counsels
--------------------------------------------------------------
Cadwalader, Wickersham & Taft LLP, disclosed the promotion of
24 attorneys to the position of Special Counsel.

"Cadwalader has long recognized the need to develop and retain its
most valuable asset - our attorneys," Robert O. Link, Jr.,
Cadwalader's Chairman, states.

"The position of Special Counsel supports this effort and provides
recognition and incentive for our experienced attorneys who have
demonstrated excellent legal and management skills and expertise
in their area of practice.

"Above and beyond that, these attorneys have worked very hard,
have excellent working relationships with clients, train and
mentor junior staff, and have made significant contributions to
our pro bono, diversity, recruiting and marketing efforts.

"We are very fortunate to have so many talented and deserving
lawyers to promote this year.  We congratulate them on their
achievements and look forward to their continued success with us."

Aaron Benjamin, an attorney in the Capital Markets Department in
Charlotte, focuses on structured finance, derivative products,
other innovative limited-recourse lending transactions, secured
transaction law and the federal securities laws.  He received his
J.D. from the University of Toronto Law School and his
undergraduate degree, with high honors, from Carleton University.
He is admitted to practice in the State of New York.

Resident in the New York Litigation Department, Jeffrey S. Burman
concentrates in the resolution of reinsurance disputes, including
litigation, arbitration and mediation, and the representation of
insurers, reinsurers, banks, investment banks, hedge funds, and
private equity funds in insurance and reinsurance based
transactions.  He received his undergraduate degree from the
University of Delaware, and his law degree from Rutgers University
School of Law, where he was an editor of the Rutgers Law Journal.
Following law school, he served as a judicial clerk for The
Honorable James M. Havey, Presiding Judge of the Appellate
Division of the Superior Court of New Jersey.   He is a member of
the bars of the States of New York and New Jersey and is admitted
to practice before the United States District Courts for the
Southern District of New York and the District of New Jersey.

Elizabeth Butler, based in the New York Litigation Department,
advises clients in a variety of areas of commercial law, including
banking, insurance and reinsurance, contracts, antitrust, torts
and fraud.  She graduated cum laude and Phi Beta Kappa from the
University of Minnesota and received her J.D. from Northwestern
University School of Law.  She is a member of the New York State
bar.

Anderson D. Caperton, resident in Charlotte, concentrates his
practice in the area of real estate finance and securitization.  A
member of the Global Finance Department, he represents national,
international, and regional financial institutions, investment
banks, pension funds, and investors in connection with the
financing, acquisition, disposition and leasing of commercial
office buildings, regional shopping malls, shopping centers,
hotels, industrial warehouses, merchandise marts, multifamily
housing, and residential and planned unit developments.  He
received his undergraduate degree from University of Virginia, and
his J.D. from University of North Carolina School of Law, where he
was a member of the University of North Carolina Law Review and
the founder of the North Carolina Banking Institute.  He is
admitted to practice in
the State of North Carolina.

Holly Marcille Chamberlain, also in the Global Finance Department
in the Charlotte office, practices in the area of real estate
finance and securitization.  She represents national,
international, and regional financial institutions, investment
banks, pension funds, and investors in connection with the
financing, acquisition, disposition and leasing of commercial
office buildings, regional shopping malls, shopping centers,
hotels, industrial warehouses, merchandise marts, multifamily
housing, and residential and planned unit developments.  She
received her J.D. from New York Law School and her B.A. from
Binghamton University.  She is admitted to practices in New York,
North Carolina and Massachusetts.

Matthew Fenster focuses on litigation for a wide array of health
care organizations involving general commercial matters, complex
fraud, and health care reimbursement.  He earned a B.S.
from Cornell University and received his J.D. from New York
University School of Law, where he was an editor of the NYU
Journal of International Law & Politics.  He is admitted to
practice in the courts of the States of New York and New Jersey,
and before the United States Court of Appeals for the Second
Circuit and the United States District Courts for the Southern and
Eastern Districts of New York.

David Gingold, a member of the Capital Markets Department in New
York, is experienced in corporate and capital markets
transactions, including public and private debt and equity
offerings (including synthetic CDOs and securitizations), public
and private mergers and acquisitions, equity and credit
derivatives, and various types of structured financings.  He
received his J.D. from the University of Michigan Law School and
his B.A., with honors, from Williams College.  He is admitted to
practice in the State of New York.

Nathan Haynes, a restructuring attorney in New York, has played
significant roles in numerous chapter 11 cases, including
Northwest Airlines, Lodgian, Inc., Casual Male Corp. and Bradlees
Stores Inc.  He is experienced in commercial litigation in state
and federal bankruptcy court and with issues involving debtor and
creditor rights, the enforcement of contractual obligations, loan
work-outs, banking and insurance coverage.  He is a magna cum
laude graduate of Pace Law School, where he was Editor-in-Chief of
the Pace Law Review, and a cum laude graduate of Northeastern
University.  He is admitted in New York and Massachusetts.

Resident in the Global Finance Department in New York, Gerard
Hefner represents institutional lenders in the real estate finance
area, including in the origination of commercial mortgage loans
and mezzanine loans secured by office buildings, apartment
complexes, shopping malls, hotels, healthcare facilities and cell
towers.  He received his law degree from St. John's University
School of Law, where he was a St. Thomas More Scholar and
Associate Editor of the St. John's University
Law Review.  He received his undergraduate degree, summa cum
laude, also from St. John' s University.  He is admitted to
practice in New York and the District of Columbia.

Richard Jensen, resident in the New York office, concentrates in
the area of asset securitization, with particular emphasis on the
securitization of prime, alt-A and sub-prime residential mortgage
loans.  Clients he regularly represents include major mortgage,
investment and commercial banks.  He received his undergraduate
degree from Villanova University and earned his law degree from
St. John's University School of Law.  He is admitted to practice
in New York.

Robert Kim, a New York capital markets lawyer, has developed
expertise in every aspect of the commercial mortgaged-backed
securities practice, including public and private CMBS offerings,
real estate CDO transactions and structured mortgage and mezzanine
loan participation transactions.  He received his J.D. from Boston
University School of Law and his A.B. from
Harvard University.  He is admitted to practice in the State of
New York.

A New York-based litigator, Stacey Lara concentrates in the areas
of complex commercial and securities litigation, and antitrust
related matters.  She received her undergraduate degree from New
York University and her J.D. from St. John's University School of
Law, where she also served on the Moot Court Honor Society.  She
is admitted to practice in New York State and before the United
States District Court for the Southern District of New York.

Jeffrey Legault, a corporate lawyer in New York, represents large
corporate entities as well as global investment banks in domestic
and cross-border mergers and acquisitions, private
placements and joint ventures.  He received his undergraduate
degree from Queen's University in Kingston, Ontario, Canada and
his LL.B. from the Faculty of Law of the University of Toronto.
He is admitted in New York and Canada.

Ivan Loncar, an attorney in the Capital Markets Department in New
York, focuses his practice on fixed income and credit derivatives
and structured financial products.  He represents dealers, banks
and other financial institutions in connection with interest rate,
total return, and credit default swaps and other structured
financial products that combine securitization techniques and
derivative products.  He received his LL.B. from University of
Belgrade School of Law and his LL.M. from Columbia University
School of Law.  He is admitted to practice in the State of New
York.

Michael C. Macchiarola, resident in New York, concentrates his
practice on structured products transactions on behalf of
investment banks, domestic and foreign commercial banks ,
and large hedge funds.  He has experience with equity-linked and
hedge-fund linked products as well as derivatives, particularly
equity derivatives.  He also advises on prime brokerage and stock
loan matters.  He received his J.D. from New York University
School of Law, an M.B.A. from Columbia Business School, and an
A.B. from The College of The Holy Cross.  He is
licensed to practice in New York.

Geoffrey R. Maibohm, a Capital Markets attorney in Charlotte,
handles all aspects of commercial mortgage-backed securities
transactions, representing issuers, underwriters, servicers and
subservicers, as well as co-lenders and participants in loans.  He
also has significant experience dealing with ongoing servicing
issues.  He graduated magna cum laude from the Syracuse University
College of Law, where he was a member of the Law Review, and his
B.A. from the State University of New York at Geneseo.  He is
admitted in North Carolina and New York.

Richard Nugent, an attorney in the Tax Department, is resident in
New York.  A transactional lawyer with significant expertise in
the tax aspects of public and private corporate mergers,
acquisitions, and spin-offs, he also has experience advising
clients on cross-border tax planning strategies, the tax
consequences of restructurings and bankruptcies, and financing
transactions.

He received his B.A., summa cum laude, from Saint Peter's College,
his J.D., with honors, from Rutgers School of Law, and his LL.M.,
with distinction, from Georgetown University Law Center.
Following law school, he clerked for The Honorable Robert P. Ruwe
of the United States Tax Court and The Honorable Richard F.
Suhrheinrich of the United States Court of Appeals for the Sixth
Circuit.  He is admitted in New York.

Matthew Robertson, resident in the Charlotte Global Finance
Department, represents national, international and regional
financial institutions, investment banks, and investors in
connection with the financing of a wide range of commercial
properties, including multi-state, multi-property mortgage loans
and large, sophisticated financings involving multiple lenders and
various levels of mortgage and mezzanine debt as well as the sale
and transfer of various types of commercial loans.  He received
his B.A., with honors, from the University of Delaware, and his
J.D. from Duke University School of Law.  He is admitted in North
Carolina.

Jason Salman, resident in London, has worked on a wide range of
corporate and restructuring matters throughout Europe and in
Australia, including mergers and acquisitions, reorganizations
and restructurings and general corporate governance and regulatory
matters.  He received his Bachelor of Economics degree and
Bachelor of Laws degree from Murdoch University in Western
Australia.  He is admitted to practice in England and Wales and as
a solicitor of the Supreme Court of Western Australia.

Michelle R. Seltzer, a lawyer in the Business Fraud and Complex
Litigation Group in Cadwalader's Washington, D.C. office, advises
clients on a wide range of complex civil litigation
matters and on a variety of criminal and regulatory issues,
including Foreign Corrupt Practices Act, securities and other
white collar crime matters.  She received a B.A., with highest
honors, from the University of Texas at Austin, and a J.D. from
the Duke University School of Law.  Following law school, she
served as a clerk to United States District Court Judge John F.
Nangle in the Southern District of Georgia.  She is admitted to
practice in the District of Columbia and in Georgia.

Thomas Stimson, a member of the Business Fraud and Complex
Litigation Group, resident in Washington, represents corporations
and individuals in a wide variety of white collar criminal,
regulatory, and complex civil litigation matters, including
international corruption (arising under the Foreign Corrupt
Practices Act), money laundering, securities, antitrust and
intellectual property cases.  He also conducts internal
investigations and advises clients with regard to compliance and
corporate governance issues.  He received a B.A., with honors,
from Iowa State University, and a J.D. from the University of
Virginia, where he was a member of the Journal of Law & Politics.
He is a member of the District of Columbia Bar and the Virginia
State Bar.

An attorney in Cadwalader's Capital Markets Department, Laura
Swihart concentrates in commercial mortgage-backed securities,
representing mortgage loan sellers, issuers and underwriters. She
received her J.D. from New York University School of Law and her
B.A., with honors, from the University of Connecticut.  She is
admitted to practice in the State of New York.

Jackson Taylor, a member of the Financial Restructuring practice
in London, advise creditors, insolvency practitioners, debtor
companies and directors on a range of contentious and
consensual insolvency processes as well as institutional creditors
and ad hoc creditors' committees on restructuring financially
distressed companies outside of formal insolvency
proceedings.  He graduated with double degrees, with honors, from
The University of Melbourne, where he also obtained a Master of
Laws degree.  He also holds a Certificate of Proficiency in
Insolvency from the UK Insolvency Practitioners Association.  He
is qualified as a barrister and solicitor.

Joshua R. Weiss, a New York-based litigator, has experience in
various areas of complex commercial litigation and arbitration,
including banking and finance, swaps and derivatives, securities,
contract, employment, trade secrets and unfair competition,
bankruptcy, copyright and trademark, and insurance coverage
litigation.  He also has been involved in numerous
international, multi-jurisdictional disputes.  He received his
undergraduate degree from The Johns Hopkins University, and his
J.D., cum laude, from The Benjamin N. Cardozo School of
Law, Yeshiva University.  He is admitted to practice in New York
State and before the United States District Courts for the
Southern and Eastern Districts of New York.

             About Cadwalader, Wickersham & Taft LLP

Cadwalader, Wickersham & Taft LLP -- http://www.cadwalader.com/--  
established in 1792, is one of the world's leading international
law firms, with offices in New York, London, Charlotte, Washington
and Beijing.  Cadwalader serves a diverse client base, including
many of the world's top financial institutions, undertaking
business in more than 50 countries in six continents.  The firm
offers legal expertise in antitrust, banking, business fraud,
corporate finance, corporate governance, environmental,
healthcare, insolvency, insurance and reinsurance, litigation,
mergers and acquisitions, private client, private equity, real
estate, securities and financial institutions regulation,
securitization, structured finance, and tax.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
November 15-16, 2006
   EUROMONEY INSTITUTIONAL INVESTOR
      Asia Capital Markets Forum
         Island Shangri-La, Hong Kong
            Contact: http://www.euromoneyplc.com/

November 16, 2006
   BEARD AUDIO CONFERENCES
      KERPs and Bonuses under BAPCPA
         New Legal Strategies for Retaining Executives at Troubled
            Companies
               Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, WA
            Contact: 403-294-4954 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Life in the Bankruptcy Court with BAPCPA,
      A View from The Bench
         Oxford Hotel, Denver, CO
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround & Transaction of the Year
      Award Presentations
         Solera, Minneapolis, MN
            Contact: http://www.turnaround.org/

November 16-17, 2006
   STRATEGIC RESEARCH INSTITUTE
      8th Annual West Distressed Debt Investing Forum
         Venetian Resort Hotel Casino, Las Vegas, NV
            Contact: http://www.srinstitute.com

November 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast with Harry Nolan, Author of
      Airline without a Pilot - Lessons in Leadership
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

November 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The Brave New World of Selling Distressed Companies
         Mid-Day Club, Chicago, IL
            Contact: http://www.turnaround.org/

November 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      "Inherent Jurisdiction of the Courts"
      Dinner Event - Special Presentation by
      Madam Justice Juliana Topolniski
         Union Bank Inn, Edmonton, AB
            Contact: http://www.turnaround.org/

November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 23-24, 2006
   EUROMONEY CONFERENCES
      5th Annual China Conference
         China World Hotel
         Beijing, China
            Contact: http://www.euromoneyconferences.com/

November 27-28, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Thirteenth Annual Conference on Distressed Investing
      Maximizing Profits in the Distressed Debt Market
         The Essex House Hotel - New York
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint TMA Florida/ACG Tampa Bay Luncheon
      Buying and Selling a Troubled Company
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Some Do's and Don'ts in Investing in Turnarounds
         University Club, Milwaukee, WI
            Contact: http;//www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Industry Trends
         Jasna Polana, Princeton, NJ
            Contact: http://www.turnaround.org/

November 30, 2006
   EUROMONEY CONFERENCES
      Euromoney/DIFC Annual Conference
      Managing superabundant liquidity
         Madinat Jumeirah, Dubai
            Contact: http://www.euromoneyconferences.com/

November 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring Around Intellectual Property -
      Preserving Value When Trouble Lurks
         Carnelian Room, San Francisco, CA
            Contact: http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 1, 2006
   CEB
      Creditors' Remedies & Debtors' Rights
         Garden Grove, CA
            Contact: http://www.ceb.com/

December 4-5, 2006
   PRACTISING LAW INSTITUTE
      Mortgage Servicing & Default Management
         Washington, DC
            Contact: http://www.pli.edu/

December 5, 2006
   EUROMONEY CONFERENCES
      CFO Forum
         Hyatt Regency, Hangzhou, China
            Contact: http://www.euromoneyconferences.com/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Intellectual Property -
      Are You Overlooking Significant Value?
         5th Avenue Suites, Portland, OR
            Contact: http://www.turnaround.org/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Cash Management After The Storm:
      Near-Term Planning for Long-Term Business Success
         Sheraton, Metairie, LA
            Contact: http://www.turnaround.org/

December 8, 2006
   CEB
      Creditors' Remedies & Debtors' Rights
         Los Angeles / Century City, CA
            Contact: http://www.ceb.com/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

December 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA, AVF & CFA
         Georgia Aquarium, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lender's Panel
         University Club, Jacksonville, FL
            Contact: http://www.turnaround.org/

January 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lender's Panel Breakfast
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

January 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 17-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Wynn, Las Vegas, NV
            Contact: http://www.turnaround.org/

February 8-11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Certified Turnaround Professional (CTP) Training
         NY/NJ
            Contact: http://www.turnaround.org/

February 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA PowerPlay - Atlanta Thrashers
         Philips Arena, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 25-27, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Hyatt Regency, Denver, CO
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 8-9, 2007
   EUROMONEY
      Leveraged Finance Asia
         JW Marriott Hong Kong
            Contact: http://www.euromoneyplc.com/

February 21-22, 2007
   EUROMONEY
      Euromoney Pakistan Conference
      Perceptions & Realities
         Marriott Hotel, Islamabad, Pakistan
            Contact: http://www.euromoneyplc.com/

February 22, 2007
   EUROMONEY
      2nd Annual Euromoney Japan Forex Forum
         Mandarin Oriental, Tokyo, Japan
            Contact: http://www.euromoneyplc.com/

February 25-26, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Marriott Park City, UT
            Contact: http://www2.nortoninstitutes.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 1, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 2, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Bankruptcy Battleground West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

March 21-22, 2007
   EUROMONEY
      2nd Annual Vietnam Investment Forum
         Melia, Hanoi, Vietnam
            Contact: http://www.euromoneyplc.com/

March 21-22, 2007
   EUROMONEY
      Euromoney Indian Financial Market Congress
         Grand Hyatt, Mumbai, India
            Contact: http://www.euromoneyplc.com/

March 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "The Six Keys of Sustained Profitable Growth"
      Rodney Page, Senior Partner of Blue Springs Partners
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         JW Marriott, Washington, DC
            Contact: http://www.abiworld.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

April 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "Why Prospects Become Clients"
      Mark Fitzgerald, President of Sales Training Institute Inc
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

April 26-28, 2007
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Philadelphia, PA
            Contact: http://www.ali-aba.org

April 29 - May 1, 2007
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency Conference
      Zurich, Switzerland
            Contact: http://www.ibanet.org/

May 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA Atlanta Golf Outing
         White Columns, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

May 4, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton US Custom House, SDNY
         New York, NY
            Contact: http://www.abiworld.org/

May 7, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      9th Annual New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center
         New York, NY
            Contact: http://www.abiworld.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, WY
            Contact: http://www2.nortoninstitutes.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or www.turnaround.org

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, SC
            Contact: http://www.abiworld.org/

August 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
         Cambridge, MD
            Contact: http://www.abiworld.org/

September 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
         Las Vegas, NV
            Contact: http://www.abiworld.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, DC
            Contact: http://www.abiworld.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         JW Marriott Spa and Resort, Las Vegas, NV
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, MI
            Contact: http://www.abiworld.org/

August 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, FL
            Contact: http://www.abiworld.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
         Tucson, AZ
            Contact: http://www.abiworld.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      The Emerging Role of Corporate Compliance Panels
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      BAPCPA One Year On: Lessons Learned and Outlook
         Contact: http://www.beardaudioconferences.com
                  240-629-3300

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Distressed Market Opportunities
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation under the New
      Code
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Homestead Exemptions under BAPCPA
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Reverse Mergers-the New IPO?
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners and
      Litigators
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      When Tenants File -- A Landlord's BAPCPA Survival Guide
         Contact: http://www.beardaudioconferences.com
         240-629-3300

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***