TCR_Public/061116.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 16, 2006, Vol. 10, No. 273

                             Headlines

1POINT SOLUTIONS: Sale of Assets Continue Despite Break-In
ADELPHIA COMMS: Chicago Partners Can Provide Consulting Services
ADELPHIA COMMUNICATIONS: Court Approves Comcast JV Settlement
ADVENTURE PARKS: Court Approves Frost Tamayo as Local Counsel
ADVENTURE PARKS: Court Okays James Frenzel as Panel's Co-Counsel

ALLIED HOLDINGS: Court OKs Payment of Automobile Liability Claims
ALLIED HOLDINGS: Volvo Seeks Summary Judgment on AAG Dispute
AMERIQUEST MORTGAGE: Moody's Junks Rating on Class M-4 Certs.
ANSONIA CDO: Fitch Places Junk Ratings on Three Note Classes
ANVIL KNITWEAR: Meeting of Creditors Scheduled Today

ASSET BACKED: Fitch Rates $10.13MM Privately Offered Class at BB+
BA ENERGY: Moody's Rates $450 Million Senior Term Loan at B1
CABELA'S MASTER: Moody's Rates $11.2 Million Class D Notes at Ba2
CATHLEEN SMITH: Case Summary and Largest Unsecured Creditor
CATHOLIC: Portland Wants Appraisal Work Suspended Due to Mediation

CATHOLIC CHURCH: Rev. Martin Amos is Davenport's New Bishop
CHATTEM INC: Plans to Offer $100 Million Convertible Senior Notes
CHENIERE ENERGY: Sabine Pass Closes $2 Billion Senior Notes Sale
CINCINNATI BELL: Earns $25 Million for 2006 Third Quarter
CINRAM INT'L: Weak Performance Prompts S&P's Negative Outlook

CITIGROUP COMMERCIAL: Fitch Rates Three Cert. Classes at Low-Bs
CITIZENS COMMS: S&P Affirms Ratings and Removes Negative Watch
CLEAR CHANNEL: Earns $198.621 Million in Third Quarter of 2006
COLLINS & AIKMAN: Restructuring Focus Shifts Toward Sale
COMMUNICATIONS CORP: Wants Final Order on Cash Collateral Use

COMPLETE RETREATS: Panel to Conduct Rule 2004 Exam on LPP Mortgage
CONGOLEUM CORP: Sept. 30 Balance Sheet Upside-Down by $44.3 Mil.
COPELANDS' ENT: Sells Assets to The Sports Authority and Hilco
COREL CORP: Slapped With Copyright Infringement Lawsuit by Entrust
CS MORTGAGE: Moody's Rates Class B-1 Certificates at Ba2

CWABS ASSET: Moody's Rates Class B Certificates at Ba1
DANA CORPORATION: Court Approves Bing Metals Settlement Agreement
DANA CORP: Dana Credit Inks New Forbearance Pact with Noteholders
DELPHI CORP: Delphi Medical Wants to Close Stafford Facility
DELPHI CORP: Wants W.Y. Campbell as Financial Advisor

DELTA AIR: US Airways Makes $8 Billion Merger Offer
DENNY'S CORP: Extends CEO Nelson Marchioli's Employment Term
DURA AUTOMOTIVE: Nasdaq to Delist Common Stock and Securities
ELECTRONIC DATA: Moody's Holds Rating and Says Outlook is Positive
ELTON KERR: Case Summary & 15 Largest Unsecured Creditors

ENRON CORPORATION: Court Approves $19.7 Million Fleet Settlement
ENRON CORP: Court Okays $25 Million NewPower Settlement Agreement
FERRO CORPORATION: Files Three Quarters of 2005 Financial Reports
FINOVA GROUP: Wants to Settle Claims and Sell Remaining Assets
FIRST CONSUMERS: Moody's Cuts Rating on $36 Million Notes to B2

FISHER SCIENTIFIC: Thermo Merger Prompts S&P to Lift Ratings
FOAMEX INTERNATIONAL: Foamex LP Can Assume Amended Chemtura Pact
FOAMEX INT'L: Schulte Roth Unveils 12-Member Sr. Noteholders Panel
FORD CREDIT: S&P Rates $59.1 Million Class D Notes at BB+
FORD MOTOR: DBRS Says Financial Restatement Has No Material Impact

GENERAL MOTORS: S&P Rates Proposed $1.5 Billion Senior Loan at B+
GS MORTGAGE: S&P Holds Low-B Ratings on Six Certificates
GSAMP TRUST: Losses Cue Moody's to Junk Ratings on Two Tranches
GSI GROUP: CEO and Director Richard Christman Resigns
HERBALIFE LTD: Class III Board Member Jesse Rogers Resigns

HORNBECK OFFSHORE: Closes Offering of $220 Mil. Convertible Notes
HORNBECK OFFSHORE: Moody's Holds Low-B Ratings with Neg. Outlook
HOSPITAL FOR SPECIAL: Moody's Lifts Rating on Series B Bonds
IMAX CORP: To Pay Interim CFO Edward MacNeil CDN$345,000 Per Year
INTERPUBLIC GROUP: Fitch Rates $400 Million Senior Notes at B

INTERPUBLIC GROUP: S&P Rates Proposed $400 Mil. Senior Notes at B
JP MORGAN: Fitch Puts BB+ Rating on $8.4MM Privately-Offered Class
KINDER MORGAN: Moody's Rates Four Senior Credit Facilities at Ba2
LAWRENCE MANNING: Case Summary & 14 Largest Unsecured Creditors
LB COMMERCIAL: Moody's Holds Junk Ratings on Two Certificates

LINCO DEVELOPERS: Voluntary Chapter 11 Case Summary
LONG BEACH: Moody's Rates Class B Subordinate Certificates at Ba2
LORECE WRIGHT: Case Summary & 10 Largest Unsecured Creditors
MASTR ASSET: Moody's Reviews Class M-11 Certificates' Rating
MAYCO PLASTICS: Panel Hires Grant Thornton as Financial Advisor

MAYCO PLASTICS: Wants to Borrow Funds from PNC and Fifth Third
METABOLIFE INTERNATIONAL: Ideasphere Acquires Non-Ephedra Brands
MICROVISION INC: Inks Underwriting Pact with MDB Capital Group
MORINE INC: Case Summary & Three Largest Unsecured Creditors
MOTIVNATION INC: Files Amended Financial Statements

MUSHIN INC: Case Summary & 20 Largest Unsecured Creditors
MUSICLAND HOLDING: Panel Wants to Recover Fraudulent Transfers
MUSICLAND HOLDING: Walks Away from Calhoun Beach Lease Contract
NASH FINCH: Moody's Junks Rating on $322 Mil. Subordinated Notes
NATIONAL ENERGY: Court Moves Claim Inclusion Date to February 15

NEENAH FOUNDRY: Moody's Holds Junk Rating on $100 Mil. Senior Note
NEW YORK: Wants Until January 2 to File Schedules & Statements
NORTH AMERICAN: Wants Solicitation Period Extended to March 31
NORTH AMERICAN: Plan Confirmation Hearing Scheduled Tomorrow
PARKWAY HOSPITAL: Can Borrow Additional $700,000 from Boro Medical

PERFORMANCE TRANSPORTATION: Seeks Plan-Filing Period Extension
PERFORMANCE TRANSPORTATION: Turns to PwC for Tax Advice
PITTSBURGH BREWING: Objects to Three Claims Filed by PBGC
PONTIAC GENERAL: Fitch Cuts Underlying Rating to BB- from BBB+
POPE & TALBOT: Posts $10 Mil. Net Loss in Quarter Ended Sept. 30

PORTRAIT CORP: Judge Hardin Sets November 28 as Claims Bar Date
PORTRAIT CORPORATION: Hires Mesirow as Restructuring Accountants
PRIMUS TELECOMMS: Sept. 30 Balance Sheet Upside-Down by $466.3MM
RADNOR HOLDINGS: Stevens & Lee Okayed as Panel's Conflicts Counsel
REMY INTERNATIONAL: Weak Earnings Prompt S&P to Cut Rating to CCC

RFMSI TRUST: S&P Puts Negative Watch on Class B-2 Certs. Rating
RURAL/METRO: Makes $7 Million Principal Payment on Term Loan B
SALOMON BROTHERS: Moody's Acts on 17 Non-Investment Grade Bonds
SAN JOAQUIN: Fitch Affirms BB Rating on $1.97 Bil. Revenue Bonds
SCOTTISH RE: Likely Notes' Non-Payment Prompts S&P to Cut Ratings

SEA CONTAINERS: Taps Sidley Austin as Bankruptcy Counsel
SEA CONTAINERS: U.S. Trustee Appoints Seven-Member Creditors Panel
SOUNDVIEW HOME: Moody's Rates Class M-10 Certificates at Ba1
SPECIALTYCHEM PRODUCTS: Sells All Assets to Resilience Capital
STRUCTURED ASSET: S&P Puts Default Rating on Two Security Classes

SUSAN GREENFIELD: Case Summary & 13 Largest Unsecured Creditors
TAPESTRY PHARMA: Posts $3.6 Mil. Net Loss in Qtr. Ended Sept. 27
TECHNICAL OLYMPIC: Write-Offs Cue Moody's to Downgrade All Ratings
TELCORDIA TECH: Weak Revenue Prompts S&P to Lower Ratings
THERMA-WAVE INC: Second Fiscal Qtr. Net Loss Narrows to $1.95 Mil.

THOMAS HULING: Case Summary & 15 Largest Unsecured Creditors
TRANSMERIDIAN EXPLORATION: $290 Mil. Sr. Notes Trading at Discount
TRIPOS INC: Posts $4.4 Million Net Loss in 2006 Third Quarter
TRIPOS INC: Wants Waiver on Covenant Violation from LaSalle Bank
TUBE CITY: Onex Partners Offer Prompts S&P's Negative Watch

TYSON FOODS: Incurs $56 Million Net Loss in 2006 Fourth Quarter
UNIVERSAL EXPRESS: Posts $5.5 Mil. Net Loss in First Fiscal Qtr.
US AIRWAYS: Makes $8 Billion Merger Offer to Delta Air
US AIRWAYS: Pilot Groups to Conduct Informational Picket Today
VANGUARD CAR: Europcar Alliance Plan Cues S&P to Affirm B+ Rating

VESTA CAPITAL: Chapter 11 Case Cues Moody's to Withdraw Ratings
WCI COMMUNITIES: High Leverage Prompts S&P to Lower Ratings
WERNER LADDER: Court Approves PwC as Tax Advisor and Auditor
WERNER LADDER: Wants to Reject Supplemental Retirement Plans
WORLDCOM INC: Court Expunges Gary Campbell's Personal Injury Claim

WORLDCOM INC: Court Expunges Mark Lahti's Personal Injury Claim
XERIUM TECH: Earns $5.7 Million in Third Quarter Ended Sept. 30

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

                             *********

1POINT SOLUTIONS: Sale of Assets Continue Despite Break-In
----------------------------------------------------------
Auctioneer Bobby Colson disclosed that office equipment was stolen
from 1Point Solutions LLC's Bellevue office Monday night,
NashvillePost.com reports.  The equipment was supposed to be
auctioned off Tuesday to pay some portion of the Company's more
than $12 million debts,.

E. Thomas Wood, writing for NashvillePost.com, relates that Mr.
Colson found out that a glass door at the rear of the facility had
been smashed open and that four computers and eight flat-screen
monitors were missing.

John McLemore, the Bankruptcy Trustee who arranged the auction of
the Company's assets, told NashvillePost.com that the glass door
was not covered by the building's alarm system, and the thief
avoided motion detectors in the hallway by using a box-cutter to
chop through wallboards as he moved from room to room.

"The good news is that the point of entry wasn't where the good
stuff was, in the front," Mr. McLemore attested.  He added that
there were new Dell computers still in their boxes among the
goodies at the front of the office, but the ones taken were used.

In spite of the break-in, the auction went on for seven hours
before ending late Tuesday afternoon.  Some 210 registered
bidders, NashvillePost.com says, spent more than $60,000 in the
course of the day.

According to the data compiled by NashvillePost.com, two more
auctions are set for December.  The sale of a house and steel
building owned by CEO Barry R. Stokes in Dickson is set for Dec.
14, 2006, and then on Dec. 16, 2006, comes what Mr. McLemore is
proudly calling "the beaver-skin coat sale" -- the sale of Mr.
Stokes' personal possessions, including the now-famous coat and
other luxury items.

Headquartered in Dickson, Tennessee, 1Point Solutions LLC's
creditors filed an involuntary chapter 11 petition on Sept. 26,
2006 (Bankr. M.D. Tenn. Case No. 06-05400).  John McLemore, the
Chapter 11 Trustee in 1Point Solutions LLC obtained permission
from the Court to substantively consolidate the Debtor's chapter
11 case with the bankruptcy case of the Debtor's founder, Barry R.
Stokes.


ADELPHIA COMMS: Chicago Partners Can Provide Consulting Services
----------------------------------------------------------------
Adelphia Communications Corporation and its debtor affiliates
obtained authority from the U.S. Bankruptcy Court for the Southern
District of New York to employ Chicago Partners LLC, nunc pro tunc
to July 24, 2006, to provide consulting services with respect to
the litigation between the Debtors and Deloitte & Touche LLP.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, relates that pursuant to an order dated October 24, 2003,
the Debtors retained LECG, LLC, as their economics consultants.
LECG has provided the Debtors with a variety of services,
including consulting services and expert testimony services
related to the Deloitte Litigation.

On July 24, 2006, several professionals, including those who
worked for the Debtors as accounting consultants and experts with
respect to the Deloitte Litigation, left LECG to join Chicago
Partners' New York office.  Chicago Partners is an accounting,
finance, and economics consulting firm with offices in New York
and Chicago.  Due to the familiarity of those professionals with
the Deloitte Litigation, Chicago Partners is now uniquely
qualified to provide consulting services and expert testimony
services to the Debtors with respect to the Deloitte Litigation,
Ms. Chapman says.

To the extent that Chicago Partners provides consulting services
to Dechert LLP, lead counsel for the Debtors in the Deloitte
Litigation, or any of the Debtors' other retained counsel in
connection with litigation matters, Chicago Partners' work will
be performed at the sole direction of the Debtors' counsel and
will be solely and exclusively for the purpose of assisting
counsel in their representation of the Debtors.  As such,
Ms. Chapman says, Chicago Partners' work may be of fundamental
importance in the formation of mental impressions and legal
theories by counsel, which may be used in counseling the Debtors
and in the representation of the Debtors.

Accordingly, in order for Chicago Partners to carry out its
responsibilities, it may be necessary for Debtors' counsel to
disclose their legal analysis as well as other privileged
information and attorney work product.  Thus, Ms. Chapman
asserts, it is critical that the Court order that the status of
any writings, analysis, communications, and mental impressions
formed, made, produced, or created by Chicago Partners in
connection with its assistance of Dechert or any of the Debtors'
other retained counsel in litigation matters be deemed the work
product of Dechert or any of the Debtors' other retained counsel
in their capacity as counsel to the Debtors.

Moreover, the Debtors seek an order that provides that the
confidential or privileged status of the Chicago Partners
Litigation Work Product will not be affected by the fact that the
firm has been retained by the Debtors rather than by Dechert or
any of the Debtors' other retained counsel.

The Debtors will pay Chicago Partners on an hourly basis, plus
reimbursement of actual and necessary expenses incurred.  The
hourly billing rates for Gene L. Deetz and Peter Logrieco, both
Principals at Chicago Partners, will be $460 and $455.  These
rates are the same rates that were previously billed by LECG, and
are less than Chicago Partners' standard rates. The hourly
billing rates for other CP consultants will range from $100 to
$425, subject to periodic adjustments.  These rates are similar
to rates previously billed by LECG.

According to Mr. Deetz, the firm has performed a conflicts check.
Mr. Deetz assures the Court that the Managing Consultants at
Chicago Partners (i) do not provide services to any party adverse
to the Debtors with respect to the matters on which the firm is
to be retained, and (ii) have no connection with any of the
Potential Parties in Interest that would affect its ability to
provide services to the Debtors.

"To the extent that one of [Chicago Partners'] clients might have
claims against the Debtors, we would not provide services to any
such client in pursuing such claims, and thus we would expect
that our provision of services to such clients would not be
'adverse' to our representation of the Debtors. . . .  Further,
to the extent that any of [Chicago Partners'] clients or
principals of such clients might institute litigation against any
Debtors, we would not provide services in such litigation,"
Mr. Deetz tells the Honorable Robert E. Gerber, U.S. Bankruptcy
Court Judge for the Southern District of New York.

The Debtors assert that the professionals at Chicago Partners are
"disinterested persons" within the meaning of Section 101(14) of
the Bankruptcy Code.

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest  
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie Farr
& Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 153; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMUNICATIONS: Court Approves Comcast JV Settlement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
approved the motion of Adelphia Communications Corporation
relative to (a) the settlement of postpetition cost allocations
with the Comcast JV Partners and (b) the modification of cash
management protocol as necessary to implement settlement.

The Debtors presented to the Court a revised order approving the
Motion.  The Order reflects certain modifications to the order and
settlement agreement that was filed with the Motion, to which
these parties-in-interest objected:

    * JPMorgan Chase Bank, N.A.;
    * Bank of America, N.A.;
    * Calyon New York Branch;
    * The Bank of New York;
    * The Bank of New York Company;
    * Barclays Bank PLC;
    * CIBC, Inc.;
    * Credit Suisse, Cayman Branch;
    * The Royal Bank of Scotland PLC; and
    * Toronto Dominion (Texas), LLC

The parties to the Settlement Agreement have agreed to the
modifications.  The Debtors believed that the modifications
resolve the Objections and that the parties that filed the
Objections do not oppose entry of the Proposed Order.

The Proposed Order included a revised Schedule 2.4 and a new
Schedule 2.4.1 to the Settlement Agreement.  As a result of the
occurrence of the Effective Date of the JV Debtors' Joint Plan,
the schedules provide the final dollar amounts to be allocated to
the Century-TCI and Parnassos Borrower Groups through
Sept. 30, 2005, and through July 31, 2006.

Specifically, the Proposed Order provides that the Debtors will be
authorized to and will allocate Postpetition Expenses through
July 31, 2006, to the Century-TCI and Parnassos Borrower Groups:

                              Amount Allocated   Amount Allocated
                              to Century-TCI     to Parnassos
Postpetition Expenses        Borrower Group     Borrower Group
---------------------        ----------------   ----------------
Sale, Prepetition Bank
Debt, and some General
Restructuring                   $8,967,869.70      $5,238,777.35

Creditor Committee, certain
General Bankruptcy Costs,
Accounting Restatement and
Management                              $0.00              $0.00

Equity Committee                        $0.00              $0.00

DIP Financing                   $1,053,641.16        $397,600.44

Litigation Expenses                     $0.00              $0.00

Bank Advisors                   $7,737,162.05      $3,952,077.87

Other Reorganization
Expenses and Income:
     Other Expenses                $438,725.08        $375,634.55
     Postpetition Interest      ($1,281,445.47)   ($14,318,442.36)

Fee Committee                      $39,374.17         $21,940.73

High Speed
Internet Expenses               $6,536,626.53      $4,867,051.79

Workers Compensation
Insurance Premiums             $31,332,085.50      $4,424,361.76
                              ----------------   ----------------
                      TOTAL     $54,824,038.73      $4,959,002.12
                               ================   ================

The allocation of Postpetition Expenses through Sept. 30, 2005,
reflects:

                              Amount Allocated   Amount Allocated
                              to Century-TCI     to Parnassos
Postpetition Expenses        Borrower Group     Borrower Group
---------------------        ----------------   ----------------
Sale, Prepetition Bank
Debt, and some General
Restructuring                   $6,395,191.43      $3,989,742.55

Creditor Committee, certain
General Bankruptcy Costs,
Accounting Restatement and
Management                              $0.00              $0.00

Equity Committee                        $0.00              $0.00

DIP Financing                   $1,004,610.81        $379,098.42

Litigation Expenses                     $0.00              $0.00

Bank Advisors                   $5,747,358.90      $2,816,250.09

Other Reorganization
Expenses and Income:
     Other Expenses                $161,587.01        $230,998.38
     Postpetition Interest      ($1,101,105.11)    ($6,127,001.11)

Fee Committee                      $22,063.54         $12,058.00

High Speed
Internet Expenses               $4,853,785.71      $3,894,291.60

Workers Compensation
Insurance Premiums             $24,376,220.94      $3,478,025.78
                              ----------------   ----------------
                      TOTAL     $41,459,713.23      $8,673,463.71
                              ================   ================

The Debtors have advised Comcast Corporation that in anticipation
of the implementation of the Settlement Agreement, prior to
Effective Date of the JV Plan and to Closing under the Purchase
Agreement, the Debtors transferred $5,000,000 from Parnassos to
ACOM, representing the Debtors' estimate of the impact of the
allocation of Postpetition Expenses to Parnassos under the
Settlement Agreement rather than under the Interim Cost Order on
the balance of the cash of Parnassos at Closing.

The parties' rights to any credit agreement prior to the Debtors'
filing for chapter 11 protection, with respect to which any entity
within the Century-TCI or Parnassos Borrower Groups was obligated,
will be preserved as to the Century-TCI or Parnassos Borrower
Groups; will not be affected by the Settlement Agreement; and will
constitute "Excluded Expenses" under the agreement.

A full-text copy of the Revised Proposed Order is available for
free at http://ResearchArchives.com/t/s?150c

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest  
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie Farr
& Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.  
(Adelphia Bankruptcy News, Issue No. 151; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADVENTURE PARKS: Court Approves Frost Tamayo as Local Counsel
-------------------------------------------------------------
The Honorable John T. Laney III of the U.S. Bankruptcy Court for
the Middle District of Georgia in Valdosta authorized Adventure
Parks Group LLC and its debtor-affiliates to employ Frost, Tamayo,
Sessums & Aranda P.A. as their special counsel.

Frost Tamayo will serve as local counsel of Vanek, Vickers &
Masini P.C. in the prosecution of the claims of Cypress Gardens
Adventure Park LLC, as Plaintiff v. Landmark American Insurance
Company and J. Smith Lanier & Co., as Defendants.

The case is pending in the Circuit Court of the Tenth Judicial
Circuit in Polk County, Florida, Case No. 53-2005-CA-003549,
Division 8.

The case involves recovery on insurance contracts issued by
Landmark American Insurance through J. Smith Lanier, an insurance
broker.

In the complaint, there is also a claim against J. Smith Lanier
having to do with failure to obtain adequate insurance coverage
for the Cypress location.  The losses involved result from damage
by three separate hurricanes, which caused damage to the property
of Cypress.

John W. Frost, II, Esq., a shareholder at Frost Tamayo Sessums &
Aranda P.A., disclosed that he will bill $400 per hour.  Other
attorneys from the firm bill between $225 and $450 per hour.

Mr. Frost assured the Court that the Firm does not represent nor
hold any interest adverse to the Debtors.

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


ADVENTURE PARKS: Court Okays James Frenzel as Panel's Co-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' bankruptcy cases to retain
James C. Frenzel P.C. as its co-counsel.

The Firm will:

   a. serve as local counsel at the direction of Foley and Lardner
      LLP, the Committee's lead counsel;

   b. provide the Committee with legal advice with respect to its
      duties and powers in the Debtors' proceeding in all matters
      relating to or affected by Georgia law;

   c. represent and appear on behalf of the Committee in matters
      occurring within the state of Georgia as requested;

   d. represent the Committee on routine motions before the
      Bankruptcy Court; and

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

Mr. Frenzel disclosed that attorneys bill between $175 and $350
per hour and paraprofessionals and law clerks bill $100 per hour.

Mr. Frenzel assured the Court that his Firm does not represent nor
hold any interest adverse to the Debtors with respect to the
matters on which the Firm is engaged.

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


ALLIED HOLDINGS: Court OKs Payment of Automobile Liability Claims
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
allows Allied Holdings, Inc., and its debtor-affiliates to pay
prepetition automobile liability claims.

According to Judge Mullins, the Debtors are authorized, but not
required, to pay the prepetition automobile claims in their sole
discretion, subject to the terms and conditions of applicable
insurance policies and related agreements.  The payment of any
single Automobile Claim will not exceed $250,000.

If a proposed settlement payment exceeds $250,000, the Debtors
will provide counsel for the Official Committee of Unsecured
Creditors five days written notice of the proposed payment.  If
the Committee objects, the matter will be heard by the Court.

The Debtors are also authorized to accept and enter into a
Corrective Endorsement.

As reported in the Troubled Company Reporter on Sept. 8, 2006,
Pursuant to certain policies, two insurance carriers provide
automobile liability coverage for the Debtors, specifically:

    (i) the ACE Group of Companies through the ACE AL Program,
        which provided coverage for the U.S. Debtors from March 1,
        2003, through December 31, 2005; and

   (ii) the American Home Assurance Company by the AHA Policy,
        which provided coverage for the Debtors in Canada,
        prepetition.

Under the Insurance Policies, ACE and AHA retained a portion of
the premiums paid by the Debtors each year, and ceded the
remaining amount of premiums to Haul Insurance Limited in return
for Haul's agreement to reinsure a substantial portion of
automobile liability losses under the Policies.

To secure its obligations to ACE, Haul has caused letters of
credit to be issued in favor of ACE under their reinsurance
agreement.

In 2005, the ACE AL Program carried a $1,000,000 per incident
deductible and a $5,000,000 limit of coverage.  Under the ACE AL
Program, the Debtors are responsible for $7,000,000 inner-
aggregate liability between the $1,000,000 and $5,000,000 layers
of coverage.

On the same year, the AHA Policy carried a CN$500,000 per
incident deductible and a CN$2,500,000 limit of coverage, under
which the Debtors are responsible for CN$500,000 inner-aggregate
liability between the CN$500,000 and CN$1,000,000 layers of
coverage.

Prior to filing for bankruptcy, the Debtors have approximately 204
claims pending for alleged automobile-related liability, of which
164 are in the U.S. and 40 are in Canada.

Harris B. Winsberg, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, told the Court that if the Debtors do not pay amounts
within the deductible limits or Haul does not pay its obligations
under its reinsurance agreements, the Insurance Carriers may draw
on the letters of credit posted by the Debtors or Haul.

Mr. Winsberg pointed out that the draw would hurt Haul's and the
Debtors' ability to seek a return of any cash collateral posted
with the banks that issued the letters of credit.

Furthermore, the Debtors discovered that a policy regarding a
corridor deductible for 2005 contained an error.  Following
discussions with ACE, the Debtors received an endorsement that
corrects the 2005 policy to reflect the parties' prepetition
agreement.

A full-text copy of the Corrective Endorsement if available for
free at http://researcharchives.com/t/s?113f

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


ALLIED HOLDINGS: Volvo Seeks Summary Judgment on AAG Dispute
------------------------------------------------------------
Volvo Parts North America, Inc., asks the U.S. Bankruptcy Court
for the Northern District of Georgia to enter a summary judgment
declaring that Volvo is entitled to, and did recoup, the
overpayments against the account balance of Allied Automotive
Group, Inc.

As reported in the Troubled Company Reporter on April 19, 2006,
Volvo asked the Court to dismiss an adversary proceeding initiated
by the Debtors and, alternatively, demanded a trial by jury.

Allied Automotive Group had asked the Court to compel Volvo to
turn over certain funds and prepetition deposits.  The Debtors
claimed that Volvo's continued possession of the funds is an
exercise of control over property of the Debtors' estate.

Allied Automotive Group and Volvo are parties to a Service
Agreement dated Jan. 12, 2004.  Under the agreement, Volvo agreed
to provide managed breakdown assistance for AAG drivers in need of
mechanical service in exchange for payment.

On the Petition Date, Volvo began requiring AAG to post a deposit
in advance of each service it provided.  AAG posted $48,735 in
prepetition Deposits with Volvo.  Between the Petition Date and
Oct. 20, 2005, AAG posted more than 1,800 additional Deposits,
aggregating $1,015,104, with Volvo.  During that postpetition
period, Volvo provided $476,651 in services.

AAG said that it has paid in full all postpetition services Volvo
provided and is entitled to a return of the remaining unearned
Deposits totaling $538,743.

Representing Volvo, C. David Butler, Esq., at Shapiro Fussell
Wedge Smotherman Martin & Price, LLP, in Atlanta, Georgia,
asserted that:

    * the Debtors fail to state any claim on which relief can be
      granted against Volvo;

    * the Debtors' claims are barred by the doctrine of
      recoupment;

    * the Debtors' claims are barred because they are not
      insolvent;

    * the Debtors' claims are barred by the doctrine of accord and
      satisfaction on payment; and

    * the Debtors' claims are barred by the doctrines of estoppel
      or waiver;

Volvo denied that the Remaining Funds are property of the
Debtors' bankruptcy estates, and that the Debtors have a legal or
equitable interest in the Remaining Funds.  Volvo contends that
the Debtors cannot use the Remaining Funds under Section 363 of
the Bankruptcy Code.

                       Summary Judgment

C. David Butler, Esq., at Shapiro Fussell Wedge & Martin, in
Atlanta, Georgia, notes that the controlling pre-bankruptcy
obligations of the parties are contained in the Service Agreement
between Volvo and AAG under which AAG promised to pay for, and
Volvo promised to provide, repair services to disabled trucks.

Thus, Mr. Butler says, Volvo may recoup its damages arising from
AAG's breach of its payment obligations against AAG's claim for a
refund of money paid to Volvo for the uninterrupted provision of
services bargained for by AAG.

Mr. Butler submits that:

    * no affirmative recovery is sought by Volvo;

    * Volvo's unsecured proof of claim for $963,000 should be
      allowed in full; and

    * a windfall to AAG should be avoided by dismissing AAG's
      complaint and adversary proceeding.

"Equity and the application of Georgia law principles of
recoupment demand this result," Mr. Butler emphasizes.

Against this backdrop, Volvo asks the Court to enter a summary
judgment declaring that Volvo is entitled to, and did recoup, the
overpayments against the account balance of AAG.

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)


AMERIQUEST MORTGAGE: Moody's Junks Rating on Class M-4 Certs.
-------------------------------------------------------------
Moody's Investors Service downgraded three certificates from two
deals issued by Ameriquest Mortgage Securities Inc.

These rating actions were prompted by declines in
overcollateralization to below-target levels.

Moody's analysis considered current projected losses versus
available support from overcollateralization, excess spread, and
subordination.  Collateral performance to date has been in the
area of original expectations; however, excess spread compression
has caused some erosion of credit enhancement, impacting the
junior-most tranches in these deals.

These are the rating actions:

Downgrade:

   * Issuer: Ameriquest Mortgage Securities Inc.

     -- Series 2002-3; Class M-4, downgraded from B3 to Caa2

   * Quest Trust 2004-X3

     -- Class M-6, downgraded from Ba1 to Ba2

   * Quest Trust 2004-X3

     -- Class M-7, downgraded from Ba2 to B1


ANSONIA CDO: Fitch Places Junk Ratings on Three Note Classes
------------------------------------------------------------
Fitch has assigned these ratings to Ansonia CDO 2006-1 Ltd. and
Ansonia CDO 2006-1 LLC, (Ansonia CDO 2006-1):

     -- $215,462,000 class A-FL floating-rate notes 'AAA';
     -- $80,000,000 class A-FX 5.702% notes 'AAA';
     -- $57,479,000 class B 5.812% notes 'AA';
     -- $34,285,000 class C 5.961% notes 'A+';
     -- $16,134,000 class D 6.062% notes 'A';
     -- $18,151,000 class E 6.163% notes 'A-';
     -- $24,201,000 class F 6.755% notes 'BBB+';
     -- $30,252,000 class G 7.149% notes 'BBB';
     -- $26,218,000 class H 7.445% notes 'BBB-';
     -- $48,403,000 class J floating-rate notes 'BBB-';
     -- $43,361,000 class K 3.15% notes 'BB+';
     -- $23,193,000 class L 3.15% notes 'BB';
     -- $14,117,000 class M 3.15% notes 'BB-';
     -- $22,184,000 class N 1.25% notes 'B+';
     -- $18,151,000 class O 1.25% notes 'B';
     -- $13,109,000 class P 1.25% notes 'B-';
     -- $12,100,000 class Q 1.00% notes 'CCC+';
     -- $10,084,000 class S 1.00% notes 'CCC';
     -- $8,067,000 class T 1.00% notes 'CCC-'.

The maturity date on all classes of notes is July 2046.

Additional information on Fitch's action can be obtained from the
new issue report titled 'Ansonia CDO 2006-1 Ltd./LLC', which will
be available shortly on the Fitch Ratings web site at
http://www.derivativefitch.com/


ANVIL KNITWEAR: Meeting of Creditors Scheduled Today
----------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Anvil
Knitwear Inc. and its debtor-affiliates' creditors at 2:00 p.m.,
on Nov. 16, 2006, at 80 Broad St., 2nd Floor in New York City.  
This is the first meeting of creditors required under Section
341(a) in the Bankruptcy Code in all bankruptcy cases.

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

Headquartered in New York, Anvil Holdings, Inc., is a Delaware
holding company with no material operations and owns all of the
outstanding common stock of Anvil Knitwear, Inc.  Anvil Knitwear,
in turn, owns all of the outstanding common stock of Spectratex,
Inc., fka Cottontops, Inc.  The Debtors design, manufacture, and
market active wear.  The Debtors filed for chapter 11 protection
on Oct. 2, 2006 (Bankr. S.D.N.Y. Case Nos. 06-12345 through 06-
12347).  The Debtors' consolidated financial data as of July 29,
2006 showed total assets of $110,682,000 and total debts of
$244,586,000.  The Debtors' exclusive period to file a chapter 11
plan expires on Jan. 30, 2007.


ASSET BACKED: Fitch Rates $10.13MM Privately Offered Class at BB+
-----------------------------------------------------------------
Fitch rates Asset Backed Funding Corp. Asset-Backed Certificates,
$813.3 million mortgage pass-through certificates, series 2006-
OPT3, which closed on Nov. 14, 2006:

     -- $635.65 million classes A1, A2 and A-3A through A-3C
        'AAA';

     -- $35.03 million class M1 'AA+';

     -- $32.08 million class M2 'AA';

     -- $18.57 million class M3 'AA-';

     -- $16.04 million class M4 'A+';

     -- $15.62 million class M5 'A';

     -- $13.98 million class M6 'A-';

     -- $13.51 million class M7 'BBB+';

     -- $12.24 million class M8 'BBB';

     -- $10.55 million class M9 'BBB-';

     -- $10.13 million privately offered class B 'BB+'.

The 'AAA' rating on the senior certificates reflects the 24.70%
total credit enhancement provided by the 4.15% class M1, the 3.80%
class M2, the 2.20% class M3, the 1.90% class M4, the 1.85% class
M5, the 1.65% class M6, the 1.60% class M7, the 1.45% class M8,
the 1.25% class M9, 1.20% privately offered class B and the
initial and target overcollateralization of 3.65%.  All
certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans, the integrity of the transaction's legal structure as
well as the capabilities of Option One Mortgage Corp. as servicer
and Wells Fargo Bank, N.A., as Trustee.

The certificates are supported by three collateral groups.  Group
I will consist of 841 mortgage loans that have original principal
balances that conform to Fannie Mae guidelines.  The Group I
mortgage pool consists of first lien, adjustable-rate and fixed-
rate mortgage loans that have a cut-off date pool balance of
$151,756,592.  Approximately 10.17% of the mortgage loans are
fixed rate mortgage loans and 89.83% are adjustable-rate mortgage
loans.  The weighted average current loan rate is approximately
8.810%.  The weighted average remaining term to maturity is 357
months.  The average principal balance of the loans is $180,448.  
The weighted average original loan-to-value ratio is 97.68%.  The
weighted average FICO score is 634. The properties are primarily
located in California (12.23%), Florida (11.62%), and
Massachusetts (5.45%).

Group II will consist of 640 mortgage loans that have original
balances that conform to Freddie Mac guidelines.  The Group II
mortgage pool consists of first lien, adjustable-rate and fixed-
rate mortgage loans that have a cut-off date pool balance of
$151,850,026.  Approximately 9.85% of the mortgage loans are fixed
rate mortgage loans and 90.15% are adjustable-rate mortgage loans.  
The weighted average current loan rate is approximately 8.807%.
The weighted average remaining term to maturity is 357 months.  
The average principal balance of the loans equals $237,266.  The
weighted average original loan-to-value ratio is 97.71%.  The
weighted average FICO score is 634.  The properties are primarily
located in California (12.54%), Massachusetts (9.25%), and Florida
(7.64%).

Group III will consist of 1,917 mortgage loans that have original
balances that may or may not conform to Fannie Mae and/or Freddie
Mac guidelines.  The Group III mortgage pool consists of first
lien, adjustable-rate and fixed-rate mortgage loans that have a
cut-off date pool balance of $540,552,843.  Approximately 7.80% of
the mortgage loans are fixed rate mortgage loans and 92.20% are
adjustable-rate mortgage loans.  The weighted average current loan
rate is approximately 8.776%.  The weighted average remaining term
to maturity is 357 months.  The average principal balance of the
loans equals $281,979.  The weighted average original loan-to-
value ratio is 98.37%.  The weighted average FICO score is 643.
The properties are primarily located in California (37.03%), New
York (9.05%), and Florida (7.31%).

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

Option One was incorporated in 1992, and began originating and
servicing subprime loans in February 1993.  Option One is a
subsidiary of Block Financial, which is in turn a subsidiary of
H & R Block, Inc.


BA ENERGY: Moody's Rates $450 Million Senior Term Loan at B1
------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
and B1 senior secured ratings to BA Energy's Inc.'s $450 million
7-year senior secured Term Loan B and CDN$60 million senior
secured revolving credit maturing the earlier of project
completion or Sept. 30, 2010.

BA is building a greenfield merchant stand-alone bitumen upgrader.  
BA expects Phase I's 77,500 barrels per day of capacity to cost in
the range of CDN$1.1 billion, including soft costs.  It expects
Term Loan and revolver proceeds, plus cash on hand and its pending
initial public offering, to fully fund Phase I engineering,
procurement, construction, and start-up costs. Subject to pro-
forma covenant compliance, the rated facilities also permit BA to
incur another $300 million of pari-passu debt to commence Phase
II.

The rating outlook is stable.

However, the ratings and outlook are entirely subject to

   (a) BA completing its IPO of common shares during fourth
       quarter 2006 for gross proceeds of at least
       CDN$220 million to CDN$240 million;

   (b) prior to disbursement of Term Loan B construction account
       funds, BA would have executed CDN$150 million of
       contingent common equity commitments as a cost overrun
       buffer; and

   (c) Moody's review of final documentation affirming that the
       terms, conditions, and financial structure match
       assumptions built into the ratings.

Contingent equity providers' commitments will have been backed by
unconditional letters of credit from investment grade banks.  The
ratings would likely be downgraded if BA is unable to complete its
pending IPO by year-end 2006 and is not able to execute its
contingent equity commitments before the first construction
disbursements under Term Loan B.

The rationales for the corporate family and debt ratings overlap
because BA is a greenfield project, with no cash flow until 2008,
and the debt facilities are effectively a project finance package
for the creation of a credit worthy borrower.

The ratings are restrained:

   (a) by a very tough sector and regional cost and labor
       productivity environment, significantly escalating project
       risks;

   (b) 55% of total engineering and 12% of construction have been
       completed, widening the potential for significant cost
       overruns;

   (c) two critical process technologies have not previously been
       built to commercial scale and operations;

   (d) a lack of liquidated damages in the major equipment
       supply, engineering, and construction contracts,
       reportedly to reduce costs and get suppliers to commit to
       shorter delivery times;

   (e) the fact that Heartland must demonstrate a sound market
       for its sour syncrude production; and,

   (f) its lack of firm feedstock supply contracts or product
       offtake contracts.

The ratings are supported:

   (a) by heavy first-in equity funding and significant
       contingent equity to absorb a modest degree of project
       risk and cost overruns;

   (b) a favorable fundamental view of uncommitted regional
       bitumen production growth, ample to feed BA's upgrader;

   (c) supportive third party engineering review of the project
       on behalf of the lenders; and,

   (d) BA's employment of leading engineering and construction
       firms.

The ratings are also supported by BA's deeply experienced
management team, steeped in general downstream and oil sands
upgrading experience, and by a degree of potential support from
parent Value Creation Inc., which holds extensive oil sands
leases.

Although it incorporates the risk of two new processes
technologies not yet been tested at commercial scale, and
Heartland will also test the market for sour synthetic crude oil,
the Heartland Upgrader is a sound project concept located in the
midst of vital infrastructure and bitumen flows to which the
project appears able to eventually connect.

Notably, the B1 ratings also benefit from:

   (a) the credit facilities' covenanted ability to temper their
       financial exposure to project risk and target BA's use of
       funds and activities to the sole objective of completing
       and operating the project;

   (b) establishment of a debt service reserve account for
       8 quarters of interest expense and remaining term loan
       funds placed in a construction reserve account;

   (c) post-start-up covenants providing protection once
       commercial operations are attained; and,

   (d) a first lien on all project contracts and tangible and
       intangible assets contracts.

For each construction account draw, a minimum of CDN$30 million of
contingent equity cost overrun buffer must be in place.  Thus BA
must be in an over-funded position in order to have access to
construction account funds.

The ratings after start-up are restrained by the project's status
as a single standalone processing unit, exposing debt service
capacity to inherent downtime risk and substantial shortfall.
Further restraint stems from continuing margin pressures in the
bitumen and upgrading sector due to the Athabasca region's
sustained rise in bitumen and synthetic crude oil supply exceeding
the current capacity of export pipelines to extend the scale of
the bitumen and synthetic crude market.

Overall, margins will always be subject to volatile commodity
seasonal, cyclical, and secular movements on both sides of BA's
gross margin

After start-up, BA's capacity for a ratings upgrade would depend
on its ability to operate reasonably to design specifications,
generate free cash flow in line with expectations, and fund
potential sustained heavy capital spending for subsequent project
phases with a cash flow and new equity mix suitable for a higher
rating.  

The ratings and outlook are also subject to change if sector
conditions have moderated down sufficiently to impair the
project's ability to sustain sound margins.

While the project has not arranged feedstock or offtake
agreements, the province of Alberta believes that, at least over
the intermediate term, growth in bitumen production will outpace
the growth in competing bitumen upgrading capacity.  It is also
confident that there will be a sufficient demand for undedicated
upgraded bitumen for the project to move its volumes into the
market at a market clearing price.  

BA believes it will also be able to adapt its product mix as the
optimal mix evolves over time with local supply conditions and
regional and broader U.S. refinery demand conditions.

Third party downstream engineer Purvin & Gertz estimates that the
volume of bitumen production in the region that is not yet
committed to dedicated upgraders may be as much as
438,000 barrels per day in 2005, 1,092,000 barrels per day in
2010, and 2,474,000 barrels per day in 2015.  As of now, that data
indicates ample free market bitumen for which independent
upgraders will compete.  Including Heartland, Purvin & Gertz
estimates that independent upgrading facilities comprising
approximately 191,000 barrels per day by 2010 and approximately
500,000 barrels per day by 2015.

BA expects Phase I to cost in the range of CDN$1.1 billion, funded
with CDN$295 million of existing cash, $450 million of Term Loan B
proceeds, and fourth quarter 2006 IPO gross proceeds of at least
CDN$220 million to CDN$240 million.

Approximately CDN$94 million-equivalent of Term Loan B proceeds
would be placed in a debt service reserve account with the
remainder in a construction reserve account.  A modest degree of
cost overrun protection is provided by the CDN$150 million of
contingent common equity.  The ratings also consider the potential
for an additional $300 million of pari passu term debt to
partially fund Phase II, with attendant project risks and before
material debt reduction of Term Loan B has occurred.

BA Energy is headquartered in Calgary, Alberta, Canada. The
Heartland Upgrader is located in the Athabasca oil sands region of
Fort Saskatchewan, Alberta.


CABELA'S MASTER: Moody's Rates $11.2 Million Class D Notes at Ba2
-----------------------------------------------------------------
Moody's assigned definitive ratings of Aaa to Class A-1&A-2, A2 to
Class B, Baa2 to Class C, and Ba2 to Class D notes of Series 2006-
III issued by Cabela's Credit Card Master Note Trust.

These are the rating actions:

   * Issuer: Cabela's Credit Card Master Note Trust

     -- $250,000,000 Class A-1 Fixed Rate Asset-Backed Notes,
        Series 2006-III, rated Aaa

     -- $182,500,000 Class A-2 Floating Rate Asset-Backed Notes,
        Series 2006-III, rated Aaa

     -- $35,000,000 Class B Floating Rate Asset-Backed Notes,
        Series 2006-III, rated A2

     -- $21,250,000 Class C Floating Rate Asset-Backed Notes,
        Series 2006-III, rated Baa2

     -- $11,250,000 Class D Floating Rate Asset-Backed Notes,
        Series 2006-III, rated Ba2

Structure:

Y. Angela Ge, an associate analyst in Moody's Structured Finance
Group, said this is the second series issued from the Note Trust
that does not benefit from a monoline bond insurance policy.
Instead, the notes and related ratings are based on the quality of
the underlying pool of credit card receivables and the
transaction's structural protections, including subordination,
early amortization trigger events, and credit enhancement levels
that reflect the potential risks associated with the floating rate
payment obligations of the trust.

Collateral:

The collateral of the Note Trust consists of the Series 2004-1
certificate issued out of Cabela's Master Credit Card Trust, which
represents an undivided investor interest in the assets of the
Master Trust.  The underlying assets mainly consist of prime
receivables arising in selected VISA revolving credit card
accounts that meet certain eligibility criteria.  Compared to the
industry averages, the Trust receivables have very low charge-off
rate and high payment rate.

Origination and servicing:

Cabela's Incorporated originates and services its $1.4 billion
credit card program through a wholly-owned, unrated subsidiary,
World's Foremost Bank.  WFB is a limited purpose credit card bank
located in Lincoln, Nebraska.

The company:

Cabela's is an unrated, public retail company located in Lincoln,
Nebraska.  Cabela's was established in 1961 and is currently the
leading outdoor mail order business in the U.S.  The company mails
more than 120 million catalogs annually to customers in all 50
states and 120 countries.  As of the closing date, Cabela's also
operates thirteen retail stores.


CATHLEEN SMITH: Case Summary and Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Cathleen Chambery Smith
        405 Arbol Via
        Walnut Creek, CA 94598

Bankruptcy Case No.: 06-42186

Chapter 11 Petition Date: November 15, 2006

Court: Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Marc Voisenat, Esq.
                  1330 Broadway, Suite 1035
                  Oakland, CA 94612
                  Tel: (510) 272-9710

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
David Sternberg, Esq.            Legal Services         $72,000
540 Lennon Lane
Walnut Creek, CA 94598


CATHOLIC: Portland Wants Appraisal Work Suspended Due to Mediation
------------------------------------------------------------------
The Archdiocese of Portland in Oregon asks the U.S. Bankruptcy
Court for the District of Oregon to:

   (a) suspend any further work by the real estate appraisers
       retained by the Official Committee for Tort Claimants; and

   (b) schedule a status conference on the matter for
       approximately the week of December 11, 2006.

These real estate appraisers include:

   -- Powell Valuation, Inc.,
   -- Duncan & Brown, Inc., and
   -- Skelte & Associates, Inc.

Thomas W. Stilley, Esq., at Sussman Shank LLP, in Portland,
Oregon, explains that the parties in the Archdiocese's Chapter 11
case are currently engaged in a global mediation with two
mediators:

   (1) Honorable Michael R. Hogan of the U.S. District Court for
       the District of Oregon; and

   (2) Judge Lyle C. Velure, Circuit Court Judge of the State
       of Oregon for Lane County.

The Archdiocese is hopeful with the mediation that the value of
the properties being appraised will become irrelevant and the
parties will be able to agree to the material terms of a
consensual plan of reorganization, Mr. Stilley tells Judge
Perris.

The Appraisals are estimated to result in appraisal fees totaling
$185,500, which will be paid by the bankruptcy estate.

The Archdiocese believes that the chances of a successful
mediation will be enhanced and its resources preserved if further
appraisal work is curtailed while the mediation proceeds.

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)


CATHOLIC CHURCH: Rev. Martin Amos is Davenport's New Bishop
-----------------------------------------------------------
Bishop Franklin of the Diocese of Davenport in Iowa tendered his
resignation as head of the diocese on October 12, 2006.  The
Vatican has appointed Bishop Martin John Amos in his place.

                   Bishop Franklin's Statement

October 12, 2006

Bishop Franklin:

  Thank you for attending this meeting today on such short
notice.

  In May of 2005, I offered my resignation to the Holy Father
on the occasion of my 75th birthday.  With my resignation, I
offered to continue my work as Bishop of the Davenport Diocese
until a successor is installed.  I am now the second oldest
bishop of a diocese in the United States and the seventh oldest
bishop of a diocese in the world.

  For the past seventeen months, we have prayed for a new
bishop.  Today, our prayers have been answered.

  The Holy Father has accepted my resignation and has
appointed Bishop Martin John Amos as the Eighth Bishop of
Davenport.  It is with joy and great pleasure that I introduce to
you Bishop Amos.

                     Bishop Amos's Statement

  Thank you, Bishop Franklin.

  First, let me tell how grateful I am for the warm welcome I
have received since arriving in Davenport yesterday.

  As you are now aware, Pope Benedict XVI has appointed me the 8th
Bishop of the Diocese of Davenport.  Bishop Franklin will remain
in the Diocese as the apostolic administrator until my
installation on November 20.

  I am sure that you are curious about who I am, where I come from
and what I am like.  The biographical details will be available
after this press conference, but let me make some brief comments
now.

  I was born in 1941 in Cleveland, Ohio.  The oldest of six
children -- three boys and three girls.  I was ordained to the
priesthood in 1968.  Served in two parishes as associate pastor
and then was transferred to the Borromeo Seminary High School and
then the Seminary College where I was Academic Dean and taught
Latin and Scripture.

  After 10 years I was sent to St. Dominic Parish in Shaker
Heights, OH where I pastored for 18 years.  So pastoring and
teaching have always been a part of my life.

  On April 3, 2001 Pope John Paul II named me Auxiliary Bishop of
Cleveland and life greatly changed.

  But those are just a few of the facts about where I've been.

  Last week, Archbishop Sambi called to tell me the Holy Father
wished me to pastor here in the Diocese of Davenport.  It has
certainly been a roller coaster week!  I am sad about leaving
what I have called home for almost 65 years.  I am anxious and at
the same time excited about this new path on my journey. Certainly
God has been with me on many twists and turns in life and I know
that God is with me as I come here today.

  I come to a Diocese that recently celebrated its 125th
Anniversary.  I have been told about the wonderful priests,
deacons, religious and people of the Diocese.

  Bishop Franklin has briefly discussed with me the serious issues
facing the Diocese.  I know we need to continue to reach out to
those touched by abuse and to continue to strengthen the
protection of children and young people.  The recent decision to
declare Bankruptcy will have serious implications.

  I know you have many questions about a variety of these issues
and others as well.  So have I.  But until I have an opportunity
to meet with my staff and the leadership and the people of the
Diocese, I really can't respond to your questions until a later
date.

  As a bishop when I install a new pastor for a parish, one of the
final things I say to him is what I hope will be the mark of my
own pastoring of the Diocese of Davenport.  I say to him, "My
brother, be a loving father, a gentle shepherd and a wise
teacher."  I pray I will be that for you . . . a loving father, a
gently shepherd and a wise teacher.  After this press conference
I will join Bishop Franklin and some of the staff to celebrate
Mass -- to pray for the people of the Diocese and for myself.

  My thought was, after that I will be going home, but I realized
I am home, now.  I will return to the Diocese of Cleveland to wrap
up affairs there, to say my good-byes and return for my
installation on November 20th.

  In the meantime, I ask the people of the Diocese to keep me in
your prayers.  I know that over the past year you have been
praying for me as you prayed for the new bishop, now you can pray
for me by name.

                Archbishop Hanus' Statement

  The appointment of the Most Reverend Martin J. Amos as the next
Bishop of Davenport is the occasion for heartfelt congratulations.  
The clergy, religious, and laity of the Archdiocese of Dubuque
join me in welcoming him to our state and assuring him of our
prayerful support as he assumes and then fulfills his position as
pastoral leader.

  One hundred twenty-five years ago, the southern half of the
state of Iowa was taken away from the Archdiocese to form the new
Diocese of Davenport.  We have been separate and independent
dioceses since that date.  But we remain "sister churches" working
for the welfare of Iowans, especially the needy and the poor.

  Personally, I and Archbishop Kucera, had the privilege of
participating in the episcopal ordination of Bishop Amos on June
7, 2001, in Cleveland.  We joined the other participating bishops
in imposing hands on him and invoking the Holy Spirit.  We rejoice
that he will now be fulfilling his vocation as a bishop in the
Province of Dubuque.  May the same Holy Spirit be his strength and
inspiration.

                                Most Rev. Jerome Hanus, O.S.B.
                                Archbishop of Dubuque

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)


CHATTEM INC: Plans to Offer $100 Million Convertible Senior Notes
-----------------------------------------------------------------
Chattem Inc. intend to offer, subject to market and other
conditions, $100 million aggregate principal amount of Convertible
Senior Notes due 2013 in a private placement to qualified
institutional buyers.

Chattem intends to use approximately $26 million of the offering
proceeds to fund a convertible note hedge transaction to be
entered into with an affiliate of the placement agent for the
offering, which transaction is intended to offset Chattem's
exposure to potential dilution upon conversion of the notes.  
Chattem will also enter into a separate warrant transaction
with an affiliate of the placement agent that, together with the
convertible note hedge transaction, will have the effect of
increasing the effective conversion premium of the notes to
Chattem to approximately 60%.  Chattem plans on using proceeds
from the warrant transaction and a portion of the net proceeds
from the note offering to repay all amounts outstanding under
its existing revolving credit facility.

In certain circumstances, the notes may be convertible into cash
up to the principal amount of the notes and, with respect to any
excess conversion value, into cash, shares of Chattem common stock
or a combination of cash and common stock, at Chattem's option.  
The interest rate, conversion price and other terms will be
determined by negotiations between Chattem and the purchasers of
the notes.  Chattem anticipates that the notes will bear interest
at a rate in the range of 2% to 2.25% and will have an initial
conversion premium in the range of 25% to 27%.

If Chattem consummates the acquisition of the U.S. rights to five
brands from Johnson & Johnson and the consumer healthcare business
of Pfizer Inc., Chattem plans on using the remaining proceeds
derived from the sale of the notes to finance in part such
acquisition.  If the acquisition does not close, Chattem will use
the net proceeds remaining after the cost of funding the
convertible note hedge transaction and the repayment of
obligations under its existing revolving credit facility for
working capital and other general corporate purposes.

Based in Chattanooga, Tennessee, Chattem Inc. (NASDAQ: CHTT)
-- http://www.chattem.com/-- manufactures and markets a variety   
of branded consumer products, including over-the-counter
healthcare products and toiletries and skin care products.  The
Company's products include Icy Hot(R), Gold Bond(R), Selsun
Blue(R), Garlique(R), Pamprin(R) and BullFrog(R).

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 10, 2006
Moody's Investors Service placed Chattem Inc's corporate family
rating and senior subordinated ratings of Ba3 and B1,
respectively, under review for possible downgrade prompted by
the company's announcement today that it had entered into an
agreement to acquire the U.S. rights to five leading consumer and
over-the-counter brands from Johnson & Johnson and the consumer
healthcare business of Pfizer Inc. for $410 million in cash.  The
review for downgrade reflects the potential for significantly
increased leverage and weakened debt protection measures as a
result of this  likely all-debt financed acquisition.


CHENIERE ENERGY: Sabine Pass Closes $2 Billion Senior Notes Sale
----------------------------------------------------------------
Cheniere Energy, Inc.'s wholly-owned subsidiary, Sabine Pass LNG,
L.P., has closed its private placement of $550 million of 7.25%
senior secured notes due 2013 and $1.482 billion of 7.50% senior
secured notes due 2016.

As reported in the Troubled Company Reporter on Nov. 8, 2006
Sabine Pass LNG, L.P., entered into a purchase agreement with
Credit Suisse Securities (USA) LLC, as representative of several
initial purchasers, to sell to the Initial Purchasers $550 million
aggregate principal amount of its 7.25% Senior Secured Notes due
2013 and $1.482 million aggregate principal amount of its 7.50%
Senior Secured Notes due 2016.

The notes were offered and sold in the United States only to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended, and in offshore transactions
to non-United States persons in reliance on Regulation S under the
Securities Act.

The Company disclosed that at closing, net proceeds of
approximately $2 billion from the offering were used as follows:
approximately $380 million to repay borrowings under, and replace,
the $1.5 billion project finance facility of Sabine Pass LNG;
approximately $380 million to distribute funds to Cheniere LNG
Holdings, LLC that it used, together with other funds, to repay
its approximately $600 million of term debt; approximately
$335 million to fund a reserve account for scheduled interest
payments on the notes through May 2009; and approximately
$18 million to pay transaction costs and expenses.  The remaining
approximately $887 million will be used to fund the remaining
costs to complete Phase 1 and Phase 2-Stage 1 of the Sabine Pass
LNG receiving terminal.

The notes sold by Sabine Pass LNG were not registered under the
Securities Act or any 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.

                     About Sabine Pass LNG

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

                     About Cheniere Energy

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

                         *     *     *

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


CINCINNATI BELL: Earns $25 Million for 2006 Third Quarter
---------------------------------------------------------
Cincinnati Bell Inc., reported revenue of $320 million with
operating income of $83 million and net income of $25 million for
the third quarter ended Sept. 30, 2006, compared to revenue of
$300 million, operating income of $72 million and net loss of
$44 million for the comparable quarter in 2005.

Net income excluding special items in the quarter was $24 million,
an increase of $13 million from the third quarter of 2005.
Special items in the current quarter included a charge of
$3 million related to the outsourcing of supply chain management
functions and a gain on the sale of broadband fiber assets of
$5 million.

For the nine months ended Sept. 30, 2006 the Company reported
revenue of $941.7 million with net income of $63.6 million, versus
revenue of $904.3 million with net loss $77.1 million for the same
period in 2005.

Free cash flow was $15 million in the quarter, with which the
company repaid debt.  Net debt totaled $2.1 billion at the end of
the quarter.  Capital expenditures during the quarter were
$35 million, or 11% of revenue.

In the current quarter, adjusted EBITDA was $118 million, up 3%
from a year ago.  Year-to-date adjusted EBITDA of $346 million
represented a decline of 4% from the prior year period.  Current
quarter results include a gain of $3.6 million in the Broadband
segment related to the sale of a bankruptcy claim receivable.

                        Segment Results

Local Segment

Quarterly total access line performance rate of decline slowed
from 4.2% to 4%.  Compared with the second quarter of 2006, access
line decline was up slightly primarily due to higher levels of
involuntary churn.  At the end of the quarter, the company had
47,000 out-of-territory access lines, up 34% from the prior year.

The Local segment produced quarterly revenue of $187 million,
equal to the third quarter of 2005.  Adjusted EBITDA in the
quarter of $92 million decreased by $3 million compared to a year
ago as a result of increased pension and post-retirement medical
expenses.  Year-to-date adjusted EBITDA of $283 million was down
2% from the prior year period.

Wireless Services

Cincinnati Bell Wireless's postpaid net activations of 11,000
represented an increase of 7,000 from a year ago.  Postpaid churn
of 1.7% was an improvement from 2.2% in the third quarter of 2005.
ARPU of $47.25 was a slight increase from a year ago.

The Wireless segment generated quarterly revenue of $65 million,
up 12% from the third quarter of 2005 and included a $7 million
increase in postpaid service revenue.  Quarterly adjusted EBITDA
was $14 million, an increase of $5 million from a year ago.  Year-
to-date adjusted EBITDA was $38 million compared with $46 million
in the prior year period.

In the quarter, Cincinnati Bell acquired 20 megahertz of advanced
wireless spectrum in the company's Cincinnati and Dayton operating
area, which will enable the Company to continue to expand the
wireless business through new data services.  The Company also
acquired spectrum outside of its traditional markets including
Indianapolis.

Hardware and Managed Services

The Hardware and Managed Services segment produced quarterly
revenue of $57 million, a 32% increase from a year ago driven by
an increase in equipment sales and data center and related managed
service activity.  The growth produced quarterly adjusted EBITDA
of $6 million, up 74% from the third quarter of 2005.  Year-to-
date adjusted EBITDA was $14 million, an increase of 27% from the
prior year period.

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc.
(NYSE:CBB) -- http://www.cincinnatibell.com/-- provides a wide  
range of local exchange and wireless telecommunications products
and services to residential and business customers in Ohio,
Kentucky and Indiana.

                         *     *     *

Cincinnati Bell's senior secured debt, bank loan debt and
corporate family ratings carry Moody's Ba3 rating.  Moody's also
junked the Company's preferred stock rating and placed its senior
unsecured debt at B1 and senior subordinated debt at B2.

Standard & Poor's placed the Company's long term foreign and local
issuer credit ratings at B+ with a negative outlook.

The Company's senior secured and bank loan debts carry Fitch's BB+
ratings.  Fitch also assigned a BB- rating to the Company's senior
unsecured debt, a B rating to its subordinated debt and a B-
rating to its preferred stock.


CINRAM INT'L: Weak Performance Prompts S&P's Negative Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Cinram
International Inc., a wholly owned indirect subsidiary of Cinram
International Income Fund, to negative from stable.

At the same time, Standard & Poor's affirmed its 'BB-' long-term
corporate credit rating and its 'BB-' bank loan rating, with a
recovery rating of '4', on prerecorded multimedia manufacturer
Cinram.

"The negative outlook is based on Cinram's weakened financial
performance with both reported revenues and EBITDA down compared
with the same period the previous year," said Standard & Poor's
credit analyst Lori Harris.

The reported EBITDA margin also declined compared with the same
period the previous year because of lower volume and prices.

"We believe that margin pressure will be ongoing given the media
replication industry's commodity-like nature, which has resulted
in a continued decline in selling prices," added Ms. Harris.

Furthermore, the negative outlook also reflects Standard & Poor's
concerns about long-term industry fundamentals as digital
distribution is expected to become a larger source of studio
revenues.

The ratings on Cinram reflect the company's limited financial
flexibility and weak business risk profile, which is based on
customer and product concentration, seasonality, and the
commodity-like nature of the media replication industry that is
vulnerable to shifts in technology toward on-demand products and
availability of hit new releases.  

Although new hits are a significant source of revenue growth, the
availability of previously released titles and television series
in DVD format is also an important part of the company's revenue
base.  These factors are partially offset by Cinram's strong
market position as the world's largest manufacturer of prerecorded
multimedia products, solid credit measures, and management's track
record of adapting to changing technologies.

The negative outlook reflects the rating agency's concerns
regarding the challenges Cinram faces given its weakened operating
performance and difficult industry fundamentals.  The medium-to-
long-term effect of these challenges could be weakness in the
overall business model as consumers choose other media delivery
methods.  

Downward pressure on the ratings could come from debt-financed
acquisition activity or the deterioration in the company's
operations stemming from the loss of a significant contract or the
increased consumer acceptance of a competitive product or service.  
In the medium term, there is limited potential for a revision of
the outlook back to stable, given the high technological risk
associated with the industry.


CITIGROUP COMMERCIAL: Fitch Rates Three Cert. Classes at Low-Bs
---------------------------------------------------------------
Fitch rates Citigroup Commercial Mortgage Trust, Series 2006-FL2,
commercial mortgage pass-through certificates:

     -- $711,655,000 Class A-1 'AAA';
     -- $237,218,000 Class A-2 'AAA';
     -- $1,193,552,082 Class X-1 'AAA';
     -- $0 Class X-2 'AAA';
     -- $1,193,552,082 Class X-3 'AAA';
     -- $17,904,000 Class B'AA+';
     -- $20,887,000 Class C 'AA+-';
     -- $38,790,000 Class D 'AA';
     -- $26,855,000 Class E 'AA-';
     -- $26,855,000 Class F 'A+';
     -- $23,871,000 Class G 'A';
     -- $20,887,000 Class H 'A-'.
     -- $22,379,000 Class J 'BBB+';
     -- $22,380,000 Class K 'BBB';
     -- $23,871,082 Class L 'BBB-';

These are rated by Fitch and are nonpooled components of the
related trust assets.

     -- $978,603 Class CAC-1 'BBB+';
     -- $670,418 Class CAC-2 'BBB';
     -- $779,549 Class CAC-3 'BBB-';
     -- $2,564,349 Class CAN-1 'BBB+';
     -- $3,802,021 Class CAN-2 'BBB';
     -- $7,455,660 Class CAN-3 'BBB-';
     -- $10,600,000 Class CNP-1 'BBB-'.
     -- $20,117,692 Class CNP-2 'BBB-';
     -- $5,182,308 Class CNP-3 'BB+';
     -- $1,000,000 Class DSG-1 'BBB-';
     -- $1,200,000 Class HFL 'BBB-';
     -- $4,000,000 Class HGI-1 'BBB';
     -- $8,500,000 Class HGI-2 'BBB-'.
     -- $2,800,000 Class HMP-1 'BBB'.
     -- $3,300,000 Class HMP-2 'BBB-';
     -- $2,700,000 Class HMP-3 'BBB-';
     -- $6,971,100 Class MVP 'BBB-';
     -- $2,000,000 Class RAM-1 'BBB-';
     -- $2,400,000 Class RAM-2 'BB+';
     -- $6,000,000 Class WBD-1 'BBB-';
     -- $4,000,000 Class WBD-2 'BB+'.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 16
floating rate loans having an aggregate principal balance of
approximately $1,318,173,786, as of the cutoff date.


CITIZENS COMMS: S&P Affirms Ratings and Removes Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Stamford, Connecticut-based Citizens Communications Co., including
the 'BB+' corporate credit rating.

The outlook is negative.

All ratings were removed from CreditWatch, where they were placed
with negative implications on Sept. 18, 2006.

The CreditWatch placement followed the company's announcement that
it had entered into a definitive agreement to acquire Dallas,
Pennsylvania-based Commonwealth Enterprises Inc. for a total of
$1.2 billion, including the assumption of approximately $228
million of Commonwealth net debt.  The acquisition may
initially be partially financed with a $990 million bridge loan,
which the company would refinance with long-term debt prior to
maturity.

The ratings were placed on CreditWatch because of S&P's concerns
about the integration risk associated with the acquisition of
Commonwealth, including its competitive local exchange carrier
business, and a modestly weaker financial profile.  Pro forma
total debt is approximately $4.8 billion.

"Today's affirmation results from our belief that, although the
initial borrowings needed to fund the acquisition will modestly
increase leverage, Citizens' financial profile should remain
appropriate for the ratings," said Standard & Poor's credit
analyst Allyn Arden.

Also, Standard & Poor's believe the acquisition improves Citizens'
satisfactory business risk profile given the greater economies of
scale and geographic diversity, reducing the company's exposure to
the highly competitive Rochester, New York, market.  The
affirmation does not incorporate a major debt-financed
acquisition.

The ratings on Citizens reflect:

   -- a shareholder-oriented financial policy with an aggressive
      dividend payout and share repurchases;

   -- a heightened business risk profile resulting from rising
      competition from cable telephony and wireless substitution,
      which have caused access-line losses;

   -- integration risk from the acquisition of Commonwealth; and,

   -- longer term risk to regulatory support.

Citizens also lacks a facilities-based video strategy to help
combat the "triple-play" bundle offered by some cable operators.

Tempering factors include:

   -- Citizens' status as a well-positioned incumbent local
      exchange carrier with relatively stable and high margins,
      primarily in less-competitive, rural areas;

   -- growth in high-speed data services; and;

   -- healthy discretionary cash flow generation.


CLEAR CHANNEL: Earns $198.621 Million in Third Quarter of 2006
--------------------------------------------------------------
Clear Channel Communications Inc. reported results for its third
quarter ended Sept. 30, 2006.  For the three months ended Sept.
30, 2006, the Company reported $198.621 million of net income
compared with $211.980 million of net income in the same quarter
of 2005.

At Sept. 30, 2006, the Company's balance sheet showed
$18.931 billion in total assets, $10.786 billion in total
liabilities, $328 million in minority interests, and
$7.817 billion in total stockholders' equity.

The Company reported revenues of approximately $1.8 billion in the
third quarter of 2006, an increase of 7% from the $1.7 billion
reported for the third quarter of 2005.

Included in the Company's revenue is a $14.4 million increase due
to movements in foreign exchange; strictly excluding the effects
of these movements in foreign exchange, revenue growth would have
been 6%.

Clear Channel's income before discontinued operations increased 8%
to $185.9 million, as compared with $171.8 million for the same
period in 2005.  

The Company's OIBDAN (defined as Operating Income before
Depreciation & Amortization, Non-cash compensation expense and
Gain (loss) on disposition of assets - net) was $595.4 million in
the third quarter of 2006, a 10% increase from the third quarter
of 2005.

"We are one of the best performing companies in the media
industry," commented Mark Mays, chief executive officer.

"Our healthy fundamentals and solid growth highlight the superior
positioning of our assets and the emerging benefits of our
concerted investment strategy.

"We are capitalizing on our diverse portfolio of out-of-home media
properties to meet the shifting demands of the global media
marketplace.

"Our radio division once again outperformed the industry,
demonstrating the strength of our brands in connecting with our
audiences.

"Our outdoor division continues its track record of robust growth,
posting considerable revenue gains year-over-year.  Looking ahead,
we continue to maintain strong operating momentum and we are
hopeful that we can continue to convert our revenue gains into
profitable returns for our shareholders."

Randall Mays, president and chief financial officer, commented,
"We generated strong results in the third quarter, demonstrating
the scale and operating leverage in our business model.

"Even as we continue to invest in our content and distribution
assets to position our company to excel over the long-term, we are
converting our revenue growth into profitable and tangible cash
flows."

                        Radio Broadcasting

The Company's radio broadcasting revenues increased 5% during the
third quarter of 2006 as compared with the third quarter of 2005
primarily from an increase in national advertising revenues,
driven by increases in yield and average unit rates.

The number of 30 second and 15-second commercials broadcast as a
percent of total minutes sold increased in the third quarter of
2006 as compared with the same period of 2005.

The Company's top 50 markets paced the revenue growth for the
quarter, growing revenues at a higher percentage than the
remainder of its markets.  Strong advertising client categories
during the third quarter of 2006 as compared with the third
quarter of 2005 were autos, retail, and entertainment.

The Company's radio broadcasting direct operating and SG&A
expenses increased $27.5 million for the third quarter of 2006 as
compared with the third quarter of 2005.  This growth includes an
increase in non-cash compensation expense of $6.3 million as
result of adopting FAS 123R.  Also contributing to the increase
were increased costs related to programming, sales and
distribution initiatives.

                        Outdoor Advertising

The Company's outdoor advertising revenue increased 8% during the
third quarter of 2006 as compared to the third quarter of 2005.  
Included in the 2006 results is approximately $14.4 million from
increases related to foreign exchange movements compared to 2005.  
Strictly excluding the effects of foreign exchange, the Company's
outdoor advertising revenue for the third quarter of 2006 would
have increased 6% over the third quarter of 2005.

Outdoor advertising expenses increased $19.7 million, including
$1.5 million in non-cash compensation expense related to the
adoption of FAS 123R, during the third quarter of 2006 as compared
with the third quarter of 2005.

Included in the 2006 results is approximately $12.1 million from
increases related to foreign exchange movements compared with
2005.

Included in SG&A expenses during the third quarter of 2005 is
$26.6 million related to restructuring the Company's businesses in
France.

The Company's outdoor advertising OIBDAN increased 18% in the
third quarter of 2006 as compared to the same period of 2005.

Americas Outdoor

The Company's Americas revenue increased 12% during the third
quarter of 2006 as compared with the third quarter of 2005
primarily attributable to bulletin and airport revenues.  The
increase in bulletin revenue was driven by an increase in rates.
The increase in airport revenues was attributable to increased
occupancy and rates as well as the acquisition of Interspace
Airport Advertising in the current quarter, which contributed
$14.6 million to revenue growth over the third quarter of 2005.

Strong revenue growth for the quarter was achieved across a broad
spectrum of markets including Boston, Cleveland, Dallas,
Minneapolis, Orlando, Sacramento, San Antonio, and Tucson.

Top advertising client categories during the quarter included
autos, business and consumer services, entertainment, insurance,
and retail.

Direct operating and SG&A expenses increased $17.9 million in the
third quarter of 2006 over the third quarter of 2005.  Increased
site lease and commission expenses associated with the increase in
revenue drove the increase.  Interspace contributed $9 million to
direct operating and SG&A expenses in the third quarter of 2006.  
Non-cash compensation expense increased $1.2 million related to
the adoption of FAS 123R.

International Outdoor

Revenues from the Company's international outdoor operations
increased 4% in the third quarter of 2006 as compared to the third
quarter of 2005 primarily from movements in foreign exchange.

Excluding the effects of foreign exchange, the Company's
international outdoor revenue was flat over the third quarter of
2005 primarily as a result of growth in street furniture revenues
offset by declines in billboard revenues in France and the United
Kingdom.  Top advertising client categories during the quarter
included autos, business and consumer services, entertainment,
insurance and retail.

Direct operating and SG&A expenses increased 1% over the third
quarter of 2005 primarily from increases due to movements in
foreign exchange and an increase in fixed rent associated with
guarantees on new contracts.

Included in direct operating and SG&A expenses in the third
quarter of 2005 is approximately $26.6 million related to
restructuring the Company's businesses in France.

Also included in the increase is $300,000 in non-cash compensation
expense related to the adoption of FAS 123R.

                 FAS No. 123R: Share Based Payment

The Company adopted FAS 123R on Jan. 1, 2006, under the modified-
prospective approach which requires it to recognize employee
compensation cost related to its stock option grants in the 2006
financial statements for all options granted after the date of
adoption as well as for any options that were granted prior to
adoption but not vested.

Under the modified-prospective approach, no stock option expense
is reflected in the financial statements for 2005 attributable to
these options.  Non-cash compensation expense recognized in the
financial statements during 2005 relates to the expense associated
with restricted stock awards.

                 Return of Capital to Shareholders

The Company announced Aug. 9, 2005, its intention to return
approximately $1.60 billion of capital to shareholders through
either share repurchases, a special dividend or a combination of
both.

Since announcing its intent through the date of this release, the
Company has returned approximately $1.58 billion to shareholders
by repurchasing 53.5 million shares of its common stock.

Since announcing a share repurchase program in March 2004, the
Company has repurchased approximately 130.9 million shares of its
common stock for approximately $4.3 billion.

Subject to its financial condition, market conditions, economic
conditions and other factors, it remains the Company's intention
to return the remaining balance of approximately $18 million in
capital to its shareholders through share repurchases from funds
generated from the repayment of inter-company debt, the proceeds
of any new debt offerings, available cash balances and cash flow
from operations.

The $1 billion share repurchase plan authorized on Aug. 9, 2005,
has been completed.  A $600 million repurchase plan was authorized
by the Board of Directors on March 9, 2006, and approximately
$18 million remains under this plan.  An additional $1 billion
share repurchase plan was authorized on Sept. 6, 2006.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1516

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.


COLLINS & AIKMAN: Restructuring Focus Shifts Toward Sale
--------------------------------------------------------
Collins & Aikman Corporation expects to sell its operations, in
whole or in parts, to maximize the value of the enterprise for its
creditors and preserve the largest number of jobs for its
employees.

On Aug. 30, 2006, the Company filed a plan of reorganization that
proposed a framework for emergence from Chapter 11.  Under the
Plan, the Company's pre-petition secured lenders were to exchange
their debt for equity in a reorganized Collins & Aikman.  The Plan
also provided the flexibility to continue the sale process as an
alternative recovery strategy.

After recently disclosed production cuts by its major customers
and projected deterioration in the US automotive sector, the
Company, in consultation with its major creditor constituencies,
further analyzed the risks and benefits of operating as a stand-
alone enterprise.  The Company, in conjunction with its creditors,
has concluded that a sale process option in the Plan represents
the best strategy for maximizing creditor recoveries.  The current
course of action was recommended by Collins & Aikman's senior
management team and restructuring advisors after meeting with
creditors.

"The valiant and successful effort put forth by C&A's employees
and restructuring team to stabilize operations must be commended,"
commented Frank Macher, Collins & Aikman's President and CEO.  
"However, industry conditions have continued to deteriorate to a
point that we have determined it was absolutely necessary for us
to pursue a cooperative sale process to provide the maximum value
for our creditors and preserve the largest number of jobs for our
employees."

In conjunction with the sale process, the Company anticipates
announcing the consolidation or closure of additional facilities
in the near future.  Rationale for these additional actions will
largely be based on buyer interest, which likely will take into
consideration projected capacity requirements, plant performance,
and the operational restructuring and volume reduction measures
recently announced by its largest customers.

"Despite the current environment, there are portions of our
operations that have not only shown improvement but are operating
at a level that should be very attractive for the right buyer,"
added Mr. Macher.  "We have maintained a dialogue with a number of
interested parties throughout our reorganization and feel pursuing
this track is the best option available for all of our
stakeholders, including employees, customers and creditors."

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


COMMUNICATIONS CORP: Wants Final Order on Cash Collateral Use
-------------------------------------------------------------
Communications Corporation of America and its debtor-affiliates
and White Knight Holdings, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Louisiana in
Shreveport to issue a final order allowing the use of cash
collateral securing repayment of their prepetition debts to:

     -- General Electric Capital Corporation, in its individual
        capacity as lender and as collateral agent and the senior
        agent, and certain financial institutions that are a party
        to two Credit Agreements, each dated June 4, 2004;

     -- Bank of Montreal as agent, and certain financial
        institutions that are a party to a certain Note Agreement,
        dated as of June 4, 2004; and

     -- Apollo Management, L.P., as Notes Representative, and
        certain financial institutions that are a party to a
        certain Note Agreement, dated as of June 4, 2004.

The Debtors asked for access to their lenders' cash collateral in
order to fund their day-to-day operations and provide services
necessary for their businesses.  The court has issued a series of
interim orders,  most recently on Sept. 15, 2006, granting access
to the cash collateral in accordance with certain budgets.

To protect creditors asserting liens on the cash collateral
against any diminution in the value of their collateral, the
Debtors agree to provide customary adequate protection in the form
of replacement and superpriority claims under Section 507(b) of
the Bankruptcy Code.

                       About White Knight

Headquartered in Lafayette, Louisiana, White Knight Holdings,
Inc., is a media, television and broadcasting company.

White Knight entered into commercial inventory agreements, joint
sales agreements, and shared services agreements with
Communications Corporation of America.  However, both entities are
independent companies and are not affiliates of each other.  Along
with Communications Corp., White Knight operates around 23 TV
stations.

White Knight and five of its affiliates filed for chapter 11
protection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50422
through 06-50427).  R. Patrick Vance, Esq., and Matthew T. Brown,
Esq., at Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
LLP, represents White Knight and its debtor-affiliates in their
restructuring efforts.  White Knight and its debtor-affiliates'
chapter 11 cases are jointly administered under Communication
Corporation of America's chapter 11 case.

When White Knight and its debtor-affiliates filed for protection
from their creditor, they estimated less than $50,000 in assets
and estimated debts between $100,000 and $500,000.

             About Communications Corp. of America

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


COMPLETE RETREATS: Panel to Conduct Rule 2004 Exam on LPP Mortgage
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Complete Retreats
LLC and its debtor-affiliates' chapter 11 cases obtained
permission from the U.S. Bankruptcy Court for the District of
Connecticut to conduct an examination, pursuant to Rule 2004 of
the Federal Rules of Civil Procedure, on LPP Mortgage Ltd.

LPP Mortgage, along with the Patriot Group LLC, provided
prepetition financing to the Debtors.

The Court directed LPP Mortgage, through its persons most
knowledgeable, to appear for oral examination at the offices of
Bingham McCutchen LLP, One State Street, in Hartford,
Connecticut, or other mutually agreeable location on Nov. 17,
2006, or on another date as may be agreed upon by the parties.

The Committee seeks to examine documents, within the scope of
Rule 2004(b), from LPP Mortgage concerning topics, which include:

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

   -- financial statements or reports regarding the Debtors;

   -- opinion letters regarding mortgages on properties owned or
      leased by the Debtors;

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

   -- documents reflecting memberships held by LPP Mortgage, its
      processors-in-interest, or its principals, employees or
      affiliates in any of the Debtors' clubs;

   -- internal reports and analyses regarding the Debtors or
      financing extended or contemplated to be extended to the
      Debtors;

   -- the assignment of notes and mortgages from Beal Bank,
      S.S.B. to LPP Mortgage;

   -- the financing of the Debtors by LPP Mortgage or its
      predecessors-in-interest;

   -- contracts, agreements, or arrangements between LPP
      Mortgage or its processors-in interest and the Debtors;

   -- the identity of each person who participated in any
      decision by LPP Mortgage, or its predecessors-in-interest
      to enter into, modify, continue or terminate a contract,
      agreement, or arrangement between LPP Mortgage, or its
      predecessors-in-interest, and the Debtors;

   -- the management, operation, financing, or marketing of the
      Debtors;

   -- the Debtors' financial condition;

   -- communications between LPP, or its predecessors-in-
      interest, and the Debtors; and

   -- settlements between LPP, or its predecessors-in-interest,
      and the Debtors.

                     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).


CONGOLEUM CORP: Sept. 30 Balance Sheet Upside-Down by $44.3 Mil.
----------------------------------------------------------------
Congoleum Corporation reported financial results for the third
quarter ended Sept. 30, 2006.

Sales for the three months ended Sept. 30, 2006 were
$57.5 million, compared with sales of $60.5 million reported in
the third quarter of 2005, a decrease of $3.0 million or 5.0%.  
The net loss for the third quarter of 2006 was $0.4 million,
compared with net income of $0.3 million in the third quarter of
2005.

Sales for the nine months ended Sept. 30, 2006 were $173.4 million
compared with sales of $176.2 million in the first nine months of
2005.  Net income for the nine months ended September 30, 2006 was
$0.4 million, versus a net loss of $14.6 million, in the first
nine months of 2005, which included an asbestos related charge of
$15.5 million.

Roger S. Marcus, Chairman of the Board, commented, "As previously
reported, there was an explosion in late August on one of our two
main resilient sheet production lines at the Marcus Hook facility.  
Fortunately, no one was hurt and the damage was limited to the
oven section of the line.  We were able to immediately replace
about a third of the lost production capacity using our other line
on a seven-day operation.  We also made an arrangement with a
competitor to provide the balance of our requirements.  By the end
of September we were nearly back to normal service levels as a
result of these arrangements.  While we estimate the incident cost
us approximately $0.8 million in the third quarter due to excess
costs, lost production and the impact of lost sales, I do not
anticipate any further negative impact on fourth quarter
performance.  The equipment manufacturer, our insurance carrier,
and our own employees should all be complimented for their timely
response and support in expediting the line rebuilding process.  
At this time we expect the replacement line will be installed and
running by the end of this year."

Mr. Marcus continued, "In addition to the impact of the production
disruption, our third quarter sales suffered from an extremely
slow retail environment, particularly in upper end remodel
products, which is affecting the entire flooring category.  On a
positive note, our Duraproduct sales continue to show healthy
growth despite this environment, and we are benefiting from the
2006 introduction of our K-Tech product line which we did not have
at this time last year."

"The impact of the production line incident, the weak retail
environment, and continuing cost increases on certain specialty
raw materials all hurt our results for the quarter.  However, the
good news is that the line problems are behind us, costs for our
core raw materials appear to have stabilized, and a September
price increase of nearly 5% will help our margins going forward.  
While we will not have the hurricane-related business that took
place in the fourth quarter of 2005, we expect increased
Duraproduct sales and the addition of K-Tech will help replace
some of that business."

                       Bankruptcy Update

In March 2006, Congoleum filed a new amended plan of
reorganization.  In addition, an insurance company, Continental
Casualty Company, and its affiliate, Continental Insurance
Company, filed a plan of reorganization and the Official Committee
of Bondholders, representing holders of the Company's 8-5/8%
Senior Notes due August 1, 2008, also filed a plan of
reorganization.

In May 2006, the U.S. Bankruptcy Court for the District of New
Jersey ordered all parties in interest in Congoleum's
reorganization proceedings to participate in global mediation
discussions.  Several mediation sessions took place from June
through September 2006.  During the initial mediation
negotiations, Congoleum reached an agreement in principle, subject
to mutually agreeable definitive documentation, with the Asbestos
Claimants Committee, the Future Claimants' Representative, and the
Company's controlling shareholder, American Biltrite, Inc., on
certain terms of an amended plan of reorganization, which
Congoleum filed and proposed jointly with the ACC on August 11,
2006.

CNA and the Bondholders' Committee jointly filed a new, competing
plan on Aug. 18, 2006 and each withdrew its prior plan of
reorganization.  Following further mediated negotiations,
Congoleum, the ACC, the FCR, ABI and the Bondholders' Committee
reached agreement on terms of a new amended plan, which was the
tenth plan.  Congoleum filed this plan jointly with the ACC on
Sept. 15, 2006.  Following the Bondholders' Committee's withdrawal
of support for CNA's plan, CNA filed an amended plan of
reorganization.

On October 23, 2006, Congoleum and the ACC jointly filed a revised
version of the Tenth Plan which reflected minor technical changes
agreed to by the various parties supporting Congoleum's plan.  On
Oct. 26, 2006, the Bankruptcy Court held a hearing to consider the
adequacy of the disclosure statements with respect to the Tenth
Plan and the CNA Plan and to hear arguments on respective summary
judgment motions that the Tenth Plan and the CNA Plan are not
confirmable as a matter of law.

The Bankruptcy Court provisionally approved the disclosure
statements for both the Tenth Plan and the CNA Plan subject to the
Bankruptcy Court's ruling on the respective summary judgment
motions which are pending.  Because the Tenth Plan and Eleventh
Plan are substantially identical, the Company believes rulings
issued with respect to the Tenth Plan will also apply to the
Eleventh Plan.

                       About Congoleum Corp.

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:
CGM) -- http://www.congoleum.com/-- manufactures and sells
resilient sheet and tile floor covering products with a wide
variety of product features, designs and colors.  The Company
filed for chapter 11 protection on Dec. 31, 2003 (Bankr. D. N.J.
Case No. 03-51524) as a means to resolve claims asserted against
it related to the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennanat, Esq., at Pillsbury Winthrop Shaw Pittman LLP represent
the Debtors in their restructuring efforts.  Elihu Insulbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Claimants' Committee.  R. Scott Williams serves as the Futures
Representative, and is represented by lawyers at Orrick,
Herrington & Sutcliffe LLP, and Ravin Greenberg PC.  Michael S.
Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the
Official Committee of Unsecured Bondholders.  When Congoleum filed
for protection from its creditors, it listed $187,126,000 in total
assets and $205,940,000 in total debts.

At Sept. 30, 2006, Congoleum Corporation's balance sheet showed a
$44,378,000 stockholders' deficit compared with a $44,960,000
deficit at Dec. 31, 2005.  Congoleum is a 55% owned subsidiary of
American Biltrite Inc. (AMEX: ABL).


COPELANDS' ENT: Sells Assets to The Sports Authority and Hilco
--------------------------------------------------------------
Copelands' Enterprises, Inc., has entered into a definitive asset
purchase agreement with a joint venture composed of The Sports
Authority, Hilco Real Estate, LLC and Hilco Merchant Resources,
LLC.

Under the agreement, The Sports Authority is to acquire seven to
thirteen of Copeland's current 20 retail store locations.  Hilco
Real Estate, which has acquired certain lease designation rights,
is expected to acquire or remarket the Company's remaining leases.
Together with the Sports Authority, Hilco Merchant Resources and
Hilco Real Estate collectively structured, financed and
facilitated the strategic transaction, and will also manage the
disposition of unwanted assets.

The Company plans to immediately seek approval of the agreement
from the U.S. Bankruptcy Court for the District of Delaware.  The
sale will be subject to court approval, a court-supervised auction
sale, and other conditions to closing.

The Company disclosed that it believes that The Sports Authority
plans to retain many of the current employees working at the
Company's retail stores and that the proposed sale is the best
available means of keeping as many of its facilities open as
possible.  It also said that the sale of its business as a "going
concern" should maximize the value of its assets and operations
for the benefit of its creditors and help preserve jobs for
company employees.

                     About Sports Authority

Headquartered in Englewood, Colorado, The Sports Authority, Inc.,
operates approximately 400 stores in 45 states under "The Sports
Authority" name.  The Sports Authority, Inc.'s e-tailing website,
located at thesportsauthority.com is operated by GSI Commerce,
Inc. under license and e-commerce agreements.

                     About Hilco Real Estate

Hilco Real Estate, LLC is headquartered in Northbrook, Illinois.
It provides real estate disposition, lease negotiation, real
estate appraisal and property disposition services.

                 About Hilco Merchant Resources

Hilco Merchant Resources -- http://www.hilcomerchantresources.com/
-- provides high yield strategic retail inventory disposition and
store closing services. Over the years, Hilco principals have
disposed of assets valued in excess of $35 billion. Hilco Merchant
Resources and Hilco Real Estate are part of the Hilco
Organization, a provider of asset valuation, acquisition,
disposition and financial services to an international marketplace
through 19 specialized business units, 400 employees and nearly
200 qualified field consultants.

                  About Copelands' Enterprises

Based in San Luis Obispo, California, Copelands' Enterprises Inc.
dba Copelands' Sports -- http://www.copelandsports.com/--    
operates specialty sporting goods stores.  The Company filed for
chapter 11 protection on Aug. 14, 2006 (Bankr. D. Del. Case No.
06-10853).  Laura Davis Jones, Esq., Marc A. Berlinson, Esq., and
Ira A. Kharasch, Esq., at Pachulski, Stang, Ziehl, Young, Jones, &
Weintraub LLP, in Los Angeles, California, represent the Debtor.
Clear Thinking Group serves as the Debtor's financial advisor.
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $50 million and $100 million.


COREL CORP: Slapped With Copyright Infringement Lawsuit by Entrust
------------------------------------------------------------------
Entrust Inc. filed a copyright infringement lawsuit against Corel
Corporation alleging that Corel and its resellers have distributed
Entrust software in various Corel WordPerfect products without a
license to do so.

The complaint cited copying and distribution of Entrust security
technology in multiple products in Corel's WordPerfect portfolio
without license and without paying applicable fees for those
rights.  These Entrust products help organizations protect
sensitive information from unauthorized access and modification.  
The claim also alleges violation of the Virginia Business
Conspiracy Act.

The lawsuit was filed in the United States District Court for the
Eastern District of Virginia on Nov. 13, 2006.

Entrust alleged that Corel distributed Entrust's Authority File
Toolkit software with Corel's suite of Wordperfect products.

The Toolkit software allows an application to digitally sign,
encrypt, and time-stamp documents.

                        About Entrust Inc.

Dallas, Tex.-based Entrust Inc. (NASDAQ: ENTU) --
http://www.entrust.com/-- offers SSL Certificates, e-mail  
security, data protection, Public-Key Infrastructure, strong
authentication, and other security products and services.

                         About Corel Corp.

Ottawa, Ontario-based Corel Corporation (NASDAQ: CREL) (TSX: CRE)
-- http://www.corel.com/-- is a packaged software company with an  
estimated installed base of over 40 million users.  The Company
provides productivity, graphics and digital imaging software.  Its
products are sold in over 75 countries through a scalable
distribution platform comprised of original equipment
manufacturers, Corel's international websites, and a global
network of resellers and retailers.  The Company's product
portfolio features CorelDRAW(R) Graphics Suite, Corel(R)
WordPerfect(R) Office, WinZip(R), Corel(R) Paint Shop(R) Pro, and
Corel Painter(TM).

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit and senior secured debt ratings on Canada-based
packaged software company, Corel Corp.


CS MORTGAGE: Moody's Rates Class B-1 Certificates at Ba2
--------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificate issued by CSMC Trust 2006-CF3 and ratings ranging from
Aa2 to Ba2 to the subordinate certificates in the deal.

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

Moody's expects collateral losses to range from 7.2% to 7.7%.

Select Portfolio Servicing, Inc will service the mortgage loans.

These are the rating actions:

   * CSMC Trust 2006-CF3

   * CS Mortgage Pass-Through Certificates, Series 2006-CF3

                     Cl. A-1, Assigned Aaa
                     Cl. M-1, Assigned Aa2
                     Cl. M-2, Assigned Aa3
                     Cl. M-3, Assigned A2
                     Cl. M-4, Assigned Baa1
                     Cl. M-5, Assigned Baa2
                     Cl. M-6, Assigned Baa3
                     Cl. B-1, Assigned Ba2

The certificates were sold in privately negotiated transactions
without registration under the Securities Act of 1933 under
circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under Rule 144A.


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

The securitization is backed by Countrywide Home Loans, Inc.
originated, adjustable-rate and fixed-rate, subprime mortgage
loans acquired by Countrywide Financial Corporation.  The ratings
are based primarily on the credit quality of the loans and on
protection against credit losses by lender paid primary mortgage
insurance, provided by both United Guaranty Mortgage Indemnity
Company and Mortgage Guaranty Insurance Corporation.  

The rating also benefit from subordination, excess spread,
overcollateralization, and the interest-rate swap agreement
provided by Bear Stearns Financial Products Inc.  After taking
into consideration the benefit from the mortgage insurance,
Moody's expects collateral losses to range from 3.4% to 3.9%.

Countrywide Home Loans LP will act as master servicer.

These are the rating actions:

   * CWABS Asset-Backed Certificates Trust 2006-20

   * Asset-Backed Certificates, Series 2006-20

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

The Class B Certificates were sold in privately negotiated
transactions without registration under the Securities Act of 1933
under circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under Rule 144A.


DANA CORPORATION: Court Approves Bing Metals Settlement Agreement
-----------------------------------------------------------------
At Dana Corporation and its debtor-affiliates' behest, the U.S.
Bankruptcy Court for the Southern District of New York approved
the settlement agreement the Debtors entered into with Bing Metals
Group-Assembly Inc., which provides that:

   (a) The Debtors will purchase at normal invoice price all
       parts in Bing Metals' inventory produced for the Ford
       U-354 Program in an as-is condition, as long as those
       parts are not generally recognized as scrap.  The parties
       will reconcile their accounts receivable and accounts
       payable for those parts, taking into account any
       postpetition debits possessed by the Debtors for "offsets
       for steel, short shipping, sorting costs and defective
       costs" and to determine the amount to be paid upon
       reconciliation.

       The Debtors will limit its potential offsets to the
       offsets they had previously brought to Bing Metals'
       attention, including $48,000 in debits they identified to
       Bing Metals on the eve of Settlement.  The Debtors will
       also waive any other potential debits and pay the
       reconciled amount.

       The Debtors estimates that the amount is approximately
       $150,000, whereas Bing Metals has argued that it should be
       approximately $170,000.

   (b) The Debtors agree to purchase at normal invoice price 176
       packaging baskets that Bing Metals had purchased for
       packaging parts to be sold to the Debtors.  The total
       invoice cost of those baskets was approximately $55,000.
       The Debtors estimate that the amount represents the fair
       market value for those packaging baskets and as part of
       the Settlement, the Debtors paid the amount to Bing Metals
       on September 22, 2006.

   (c) The Debtors will purchase from Bing Metals any Severstal
       brand steel inventory in Bing Metals' possession at
       $0.1814 per pound.  Bing Metals has since advised the
       Debtors that it can provide no evidence that the steel it
       possesses is Severstal brand steel.  As a result of the
       concession, the Debtors have no obligation to pay those
       amounts.

   (d) The Debtors agree to pay $75,000 to Bing Metals for "costs
       attributed to start-up of the Toyota Program," including
       "sunk costs."  Bing Metals was required to provide to the
       Debtors all of the documentary evidence of those costs in
       Bing Metals' possession, but the Debtors agreed as a part
       of the Settlement to pay the amount immediately regardless
       of what evidence was produced by Bing Metals.  In
       connection with the Settlement, the Debtors made the Sunk
       Cost Payment on September 22, 2006.

   (e) Bing Metals was to surrender possession of the Ford
       Tooling by immediately providing the Debtors with access
       to its premises and assisting with the shipment of those
       tooling.  Bing Metals surrendered possession of the Ford
       Tooling to the Debtors on September 12, 2006.

   (f) The Debtors would assume Bing Metals' obligations to third
       parties with respect to the purchase of Toyota Tooling.

   (g) The parties agree to a limited release of claims with
       respect to the Toyota and Ford Programs, but the Debtors
       will retain certain warranty claims against Bing Metals
       for parts sold by Bing Metals to them.

   (h) The Debtors will pay $25,000 to Bing Metals if it could
       provide proof that the Debtors agreed to pay a particular
       expedited shipping charge.  Bing Metals has since conceded
       that it has no proof that the Debtors ever agreed to pay
       the amount.

As reported in the Troubled Company Reporter on Oct. 19, 2006, the
Debtors and Bing Metals are parties to a number of agreements
relating to two separate manufacturing programs for Operations,
Engineering and Maintenance products:

   (1) The Ford U-354 Program

       Bing Metals supplies the Debtors with parts utilized to
       manufacture frames for the Ford Expedition and Lincoln
       Navigator sport-utility vehicle.

       In February 2005, the Debtors issued a purchase order for
       tooling in connection with the Ford Program.  Pursuant to
       the Purchase Order and the Debtors' agreements with Ford
       Motor Company, ownership of the Ford Tooling passed from
       Bing to the Debtors to Ford.

       The Debtors have paid Bing Metals in full before the
       Petition Date for the Ford Tooling, and was reimbursed by
       Ford for the cost of those tooling.

   (2) The Toyota 200L Program

       In late 2005, Bing Metals was identified as a supplier
       parts utilized to manufacture frames for the Sequoia
       sport-utility vehicle, referred to as the Toyota 200L
       Program.  In connection with the Toyota Program, the
       Debtors and Bing Metals entered into a non-binding letter
       of intent in November 2005.

       The Debtors then issued a series of purchase orders, dated
       June 7, 2006, for approximately $3,611,459 for tooling to
       be utilized in Bing Metals' production of component parts
       for the Toyota 200L Program.

       Bing Metals, in turn, sought to purchase that tooling from
       Fabest Co., Ltd., for approximately $400,000 less than the
       amount the Debtors were to pay for the Toyota Tooling.

       As of the Debtors' bankruptcy filing, the Toyota Tooling
       had not been completed by Fabest or sold to Bing Metals,     
       and the Debtors have not paid any amounts to Bing Metals
       for the Tooling.

In late July and August 2006, the Debtors expressed concerns to
Bing Metals regarding the quality of the parts Bing Metals was
producing for them.

After continuing to experience various financial, quality and
other difficulties, Bing Metals advised the Debtors that it no
longer desired to produce production parts under the Ford U-354
Program, and that it desired to terminate its relationship with
the Debtors with respect to that program.

In response, the Debtors exercised its right to cancel the letter
of intent with respect to the Toyota 200L Program.  The parties
then held a number of discussions in an effort to effect an
equitable and consensual conclusion of their business
relationship.

As part of the process, the Debtors sought to take possession of
the Ford Tooling from Bing Metals so that it could be delivered
to a replacement supplier.  Bing Metals, however, was unwilling
to release the Ford Tooling unless and until the Debtors agreed
to pay certain disputed amounts associated with both the Ford U-
354 Program and the Toyota 200L Program.

Specifically, Bing Metals demanded that the Debtors pay various
costs it incurred in connection with the Ford U-354 Program,
including reimbursement for steel purchased by Bing Metals,
certain expedited freight charges it incurred in shipping parts
to the Debtors and the cost of certain packaging baskets it had
purchased.  Bing Metals sought to have the Debtors waive their
rights to certain debits or claims they have against Bing Metals
for short shipments and defective parts.  Bing Metals also
demanded that the Debtors reimburse various costs it allegedly
incurred in connection with its efforts to source the tooling for
the Toyota 200L Program.

                      The Michigan Lawsuit

The Debtors were unwilling to pay the demanded amounts.  
Subsequently, on Sept. 11, 2006, the Debtors commenced a lawsuit
against Bing Metals in the U.S. District Court for the Eastern
District of Michigan:

   (a) asserting that Bing Metals had breached its contracts with
       the Debtors relating to the Ford U-354 Program; and

   (b) seeking the return of the Ford Tooling, along with money
       damages and other forms of relief.

On the same date, the Debtors filed a motion in the Michigan
Lawsuit, seeking a temporary restraining order requiring Bing
Metals to give the Debtors' employees access to its premises so
that the Debtors could take possession of the Ford Tooling.  Bing
Metals filed a response to the Debtors' TRO Motion.  Before the
hearing on the TRO Motion, the Debtors and Bing Metals have
agreed on a settlement of their disputes.

                      About Dana Corporation

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


DANA CORP: Dana Credit Inks New Forbearance Pact with Noteholders
-----------------------------------------------------------------
Dana Credit Corporation has outstanding notes in the aggregate
principal amount of approximately $399,000,000.  An Ad Hoc
Committee of Noteholders in Dana Corporation and its debtor-
affiliates' bankruptcy cases, representing the holders of a
majority of the outstanding principal amount of the DCC Notes, has
asserted that the DCC Notes became immediately due and payable as
a result of the commencement of the Debtors' bankruptcy.

In a filing with the Securities and Exchange Commission dated
October 30, 2006, Michael L. DeBacker, vice president of Dana
Corporation, relates that DCC and the Ad Hoc Committee have been
negotiating the terms of a new forbearance agreement under which,
among other things, DCC will continue to market its lease and
other portfolio assets and use the sale proceeds to make payments
to forbearing holders of the DCC Notes.

According to Mr. DeBacker, the terms of the forbearance agreement
which are currently being discussed are set forth in the DCC
Restructuring Proposal.

Dana does not undertake to furnish any updates to the terms or to
any drafts of the proposed forbearance agreement until the time,
if any, as a definitive agreement with respect to the matter is
executed, Mr. DeBacker says.

A full-text copy of DCC Restructuring Proposal is available at no
charge at http://researcharchives.com/t/s?143d

                      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).


DELPHI CORP: Delphi Medical Wants to Close Stafford Facility
------------------------------------------------------------
Delphi Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to
authorize Delphi Medical Systems Texas Corporation to:

   (a) enter into an amendment to a contract manufacturing
       agreement with Applera Corporation; and

   (b) close its facility at the city of Stafford, in Houston,
       Texas.

Pursuant to the Contract, Delphi Medical Texas used the operations
at the Houston Facility to manufacture and sell certain medical,
analytical, and testing devices to Applera.  In turn, Applera:

   (i) purchased the Products exclusively from Delphi Medical
       Texas on a three-year basis;

  (ii) assigned to Delphi its interest in the lease for the
       Houston Facility; and

(iii) transitioned its work force at the Houston Facility to
       Delphi Medical Texas.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, informs the Court that
manufacturing the products for Applera were unprofitable at the
agreed prices and the alternative uses for the Facility's excess
capacity did not develop as planned.  As a result, Delphi Medical
Texas, whose sole function was to perform pursuant to the
Agreement, suffered annual losses aggregating $2,500,000.

According to Mr. Butler, losses might increase given that the
current term of the Agreement extends to June 6, 2008.
Accordingly, Delphi Medical Texas has determined that it is
necessary to seek an earlier termination of the Agreement and wind
down operations at the Facility.

To facilitate the closure of the Facility, Delphi Medical Texas
proposes to enter into an amendment to the Agreement to continue
manufacturing and selling a set quantity of products to Applera
for a finite period of time.

Among other things, the Amendment provides:

   * price increases that will reduce losses by $1,300,000
     through 2007;

   * that Applera will purchase remaining inventory upon the
     closure of the Houston Facility, thus saving Delphi Medical
     Texas the necessity of liquidating $5,000,000 worth of
     otherwise excess inventory; and

   * that Applera will pay Delphi Medical Texas $547,000 as a
     success fee for closing the Houston Facility and relocating
     manufacturing operations.  About $250,000 of that amount
     will be allocated to defray the expense of employee
     severances and $297,000 will be allocated as retroactive
     price increases.

A full-text copy of the Applera Contract Amendment is available
for free at http://researcharchives.com/t/s?150d

Delphi Medical Texas expects that the wind-down period will be
completed and the Houston Facility will be closed in the first
quarter of 2007.

Delphi Medical Texas will have no further obligations once all
requirements under the Agreement are satisfied.

Mr. Butler asserts that the Amendment and closure of the Houston
Facility will provide several benefits to Delphi Medical Texas
with relatively minor attendant costs.  Specifically, the Debtors
have an estimated total benefit value of $9,700,000 compared to
an estimated total cost of $350,000.

Applera has agreed to enter into the Amendment to the Agreement.

Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/--   
is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on
Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm.
Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors
in their restructuring efforts.  Robert J. Rosenberg, Esq.,
Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham &
Watkins LLP, represents the Official Committee of Unsecured
Creditors.  As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


DELPHI CORP: Wants W.Y. Campbell as Financial Advisor
-----------------------------------------------------
Delphi Corporation and its debtor-affiliates ask the United States
Bankruptcy Court for the Southern District of New York for
permission to employ W.Y. Campbell & Company as their financial
advisor and investment banker effective as of Sept. 1, 2006.

John D. Sheehan, vice president and chief restructuring officer
of Delphi Corporation, relates that since commencing operations
in 1988, Campbell has, among other things, completed numerous
transactions in a host of industry segments with particular
experience in automotive related transactions.  Campbell has
concluded transactions across North America, Europe, and Asia.

Mr. Sheehan explains that Campbell's accumulated experiences and
special expertise in automotive related transactions makes the
firm uniquely qualified to provide financial advisory and
investment banking services that are essential to the Debtors in
their Chapter 11 cases.

As the Debtors' financial advisor, Campbell will:

   (a) identify, review, evaluate and initiate potential merger
       and acquisition transactions or other transactions;

   (b) review and analyze the assets and the operating and
       financial strategies of the Debtors' Mount Business;

   (c) assist in the definition of objectives related to value
       and terms of divestiture;

   (d) assist in identification of the Mount Business'
       proprietary attributes;

   (e) assist in the identification and solicitation of
       appropriate transaction parties;

   (f) prepare and distribute confidentiality agreements and
       appropriate descriptive selling materials;

   (g) initiate discussions and negotiations with prospective
       transaction parties;

   (h) assist the Debtors and their other professionals in
       reviewing and evaluating the terms of any proposed M&A
       Transaction or other transaction, in responding to it and,
       if directed, in developing and evaluating alternative
       proposals for an M&A Transaction or other transaction;

   (i) review and analyze any proposals the Debtors receive from
       third parties in connection with an M&A Transaction or
       other transaction;

   (j) assist or participate in negotiations with the parties-in-
       interest in connection with an M&A Transaction or other
       transaction;

   (k) advise and attend meetings of the Debtors' Board of
       Directors, creditor groups, official constituencies, and
       other interested parties;

   (l) participate in hearings before the Bankruptcy Court or any
       other court as the Debtors may request and provide
       relevant testimony;

   (m) assist the Debtors' internal and external counsel to
       enable that counsel to provide legal advice to the
       Debtors as contemplated under an engagement letter
       between the Debtors and Campbell; and

   (n) at the Debtors' request, render other financial advisory
       and investment banking services.

In exchange for its services, Campbell will be entitled to
receive in cash:

   * a $50,000 monthly advisory fee of $50,000, which in the
     aggregate will not be less than $600,000;

   * an M&A fee due and payable upon the closing of any M&A
     Transaction;

   * $750 per hour for preparing for, attending, or testifying at
     hearings;

   * to the extent the Debtors ask Campbell to perform additional
     services not contemplated by the Engagement Letter, the
     additional fees as will be mutually agreed upon by Campbell
     and the Debtors, in writing, in advance;

   * a monthly fee credit equal to 100% of the aggregate Monthly
     Fees credited against the M&A Fee; and

   * reasonable expenses incurred in connection with the
     performance of the firm's engagement.

In addition, the Debtors will indemnify and hold Campbell
harmless against liabilities arising out of or in connection with
its retention by the Debtors except for any liability resulting
from the firm's gross negligence, willful misconduct or fraud.

A full-text copy of the Engagement Letter is available for free
at http://researcharchives.com/t/s?150e

Andre A. Augier, a managing director at Campbell, assures the
Court that his firm is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code.  Campbell does
not hold or represent an interest adverse to the Debtors or their
estates, Mr. Augier says.

Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/--   
is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on
Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm.
Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors
in their restructuring efforts.  Robert J. Rosenberg, Esq.,
Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham &
Watkins LLP, represents the Official Committee of Unsecured
Creditors.  As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


DELTA AIR: US Airways Makes $8 Billion Merger Offer
--------------------------------------------------
US Airways Group, Inc. (NYSE: LCC) has made a merger proposal to
Delta Air Lines, Inc. (OTC: DALRQ) under which both companies
would combine upon Delta's emergence from bankruptcy.  The
proposal would provide approximately $8.0 billion of value in cash
and stock to Delta's unsecured creditors.  Delta creditors would
receive $4.0 billion in cash and 78.5 million shares of US Airways
stock with an aggregate value of approximately $4.0 billion based
on the closing price of US Airways' stock as of Nov. 14, 2006.

The combination of US Airways and Delta would create one of the
world's largest airlines and would operate under the Delta name.  
Customers would benefit from expanded choice as well as the reach
and services of a large-scale provider within the cost structure
of a low-fare carrier.  As a combined company, the "New" Delta
would be the number one airline across the Atlantic and the second
largest airline to the Caribbean.  The New Delta would reach more
than 350 destinations across five continents, including North and
South America, Europe, Asia and Africa.  In the U.S., the
combination would create a leading competitor in the Eastern U.S.
and an enhanced position in the Western U.S.  The combined company
would be the number one airline at 155 airports.  The New Delta
would also be uniquely positioned to compete with low cost and
legacy carriers.

US Airways' proposal represents a 25% premium over the current
trading price of Delta's prepetition unsecured claims as of Nov.
14, 2006 (40 cents/dollar), assuming that there will ultimately be
$16.0 billion of unsecured claims.  The proposal also represents a
40 percent premium over the average trading price for Delta
unsecured claims over the last thirty days.

US Airways believes that the combination will generate at least
$1.65 billion in annual synergies, including $935 million in
network synergies, predominantly from optimization of the
airlines' complementary networks, including rationalization of
network overlap, which will result in a 10 percent reduction of
the combined airlines' capacity, reducing unprofitable flying and
improving the mix of traffic.  In addition, $710 million in net
cost synergies will be achieved by combining facilities in overlap
airports and eliminating redundant systems and overhead.  
Significantly, the opportunity to generate more than half of these
synergies could be lost if a merger is delayed until after Delta
emerges from bankruptcy.  The merger is expected to be accretive
to US Airways' earnings in the first full year after completion of
the merger.

US Airways Chairman and Chief Executive Officer Doug Parker
stated, "We believe that the combination of US Airways and Delta,
like the US Airways/America West merger we completed in September
2005, is extremely compelling and will create significant value
for each of our stakeholders.  The combined company will be a more
effective and profitable competitor in the current fragmented
marketplace, with the ability to better meet the continuing
evolution of the airline industry.  We will be flying under the
Delta brand name, which is recognized around the world.

"Delta creditors will receive significantly greater value under
this proposal than they would under any standalone plan for Delta.  
US Airways shareholders and Delta creditors will benefit from the
significant upside potential of the combined company through their
respective ownership stakes.

"Even with a 10 percent reduction in capacity, all existing U.S.
destinations served today by US Airways and Delta will remain part
of the new, improved network.  Consumers will have the advantages
of a larger, full-service airline with the cost structure of a
low-fare carrier, and the communities we serve, as well as those
Delta serves, will have access to a wider range of network
options.  More than ever, the New Delta will be able to connect
our customers to the people and places they want to visit.

"All of the employees of the New Delta will benefit from working
for a larger and more competitive airline.  As we demonstrated
during our US Airways/America West merger, long-term job security
for employees in our industry results from sound economics and a
healthy business able to compete in our changing marketplace,"
Parker concluded.

The New Delta will create a more comprehensive global route
network that will provide more choice for travelers and attract
new customers to key markets.  In addition, many travelers have
already benefited from the US Airways/America West merger.  Since
the merger, US Airways has lowered leisure fares in nearly 350
markets with discounts ranging from 10 percent to 75 percent -- an
average reduction of 24% within those markets.  US Airways has
also lowered business fares in nearly 400 markets during the same
period with reductions ranging from 10 percent to 83 percent -- an
average reduction of 37% within those markets.

Paul Reeder, President of PAR Capital Management, US Airways'
largest shareholder, said, "We enthusiastically support this
transaction, which we believe offers the opportunity to build upon
US Airways' current competitive position.  We have confidence in
the US Airways management team, the $1.65 billion in identified
synergies, and the potential upside for US Airways shareholders."

             USAir CEO's Letter to Delta Counterpart

A full-text copy of the letter US Airways sent to Gerald
Grinstein, Delta's Chief Executive Officer:

     November 15, 2006

     VIA FACSIMILE
     Mr. Gerald Grinstein
     Chief Executive Officer
     Delta Air Lines, Inc.
     Atlanta, GA 30320-6001


     Dear Jerry:

     Last Spring we had a conversation about a potential merger
     of US Airways and Delta.  As you know, following that
     conversation, I sent you a letter on September 29, 2006,
     outlining our thoughts about a transaction, describing the
     significant benefits that could be achieved for both of our
     respective stakeholder groups from this type of transaction,
     and proposing to meet with you and your team to work
     together to further consider and develop our proposal.  I
     was disappointed that you declined to meet or even enter
     into discussions in your letter of October 17, 2006.
     Because the benefits of a merger of US Airways and Delta are
     so compelling to both of our companies' stakeholders, we
     believe it is important to inform them about our proposal.
     Therefore, we are simultaneously releasing this letter to
     the public.

     The Board of Directors and management team of US Airways
     believe that a combination of Delta and US Airways presents
     a significantly greater value for Delta's creditors,
     customers, employees and partners than a plan to emerge from
     bankruptcy on a standalone basis.  We also believe that,
     unless we act quickly to pursue a combination through the
     actions that can be taken during Delta's bankruptcy process,
     our respective stakeholders will not be able to realize what
     we believe are substantial economic benefits from such a
     combination.

     Merger Proposal

     We propose a merger of Delta and US Airways in a transaction
     in which Delta prepetition unsecured creditors would receive
     $4.0 billion in cash plus 78.5 million shares of US Airways'
     common stock.  Based upon the closing price of US Airways'
     common stock of $50.93 on November 14, 2006, the equity
     component represents a value of approximately $4.0 billion.
     As a result of this transaction, immediately following the
     merger, Delta unsecured creditors would own approximately 45
     percent of the combined company.

     This proposal represents an aggregate of approximately
     $8.0 billion in value to Delta's prepetition unsecured
     creditors, before taking into account realization of any of
     the significant additional value from the synergies we
     believe are achievable.  Even prior to the realization of
     any synergy value, this proposal represents a 25 percent
     premium over the current trading price of Delta's
     prepetition unsecured claims as of November 14, 2006
     (40 cents/dollar), assuming that there will ultimately be
     $16.0 billion of unsecured claims.  The proposal also
     represents a 40 percent premium over the average trading
     price for Delta unsecured claims over the last thirty days.
     We believe that this proposal, which is based on publicly
     available information, fully values Delta.

     Synergy Value

     What makes this proposal most compelling for both Delta
     creditors and US Airways shareholders are the significant
     synergies that we believe can be readily achieved in this
     proposed transaction.  We have preliminarily identified
     annual network and cost synergies in excess of $1.65
     billion, which at a median industry EBITDAR multiple of 5.0x
     translates into approximately $8.3 billion of additional
     value creation. This is value that neither of our teams, no
     matter how well managed, could create independently.  Under
     the combination, these synergies would be shared by Delta
     creditors and US Airways shareholders in proportion to their
     initial ownership in the combined company.

     The synergies would be generated only through an
     appropriately timed transaction, and under our current
     analysis we believe would be as follows:

        * Approximately $710 million would be realized through
          expense reductions.  The largest savings would be in
          consolidation of information systems, reduction of
          overhead and consolidation of facilities.  Additional
          savings are expected through lower distribution costs
          and renegotiation of our collective contracts with
          vendors.  Based upon our experience and synergies
          achieved with the merger of US Airways and America
          West, we believe this estimate is conservative.

        * Another $935 million would be realized through network
          rationalization synergies.  Network rationalization
          savings would be generated by managing the combined
          networks to ensure that the combined fleet size is
          better matched to passenger demand.  Network synergies
          would also arise from better serving our current
          customers, and by increasing our competitive presence,
          attracting new customers and corporate accounts in
          markets where neither carrier today is a significant
          competitor.

     In our US Airways/America West merger, we preliminarily
     identified approximately $250 million in potential annual
     cost synergies that we believed could be realized in that
     transaction.  After having successfully completed that
     transaction over a year ago, we have now identified over
     $300 million in cost synergies, outperforming our
     expectations.  Year-to-date, US Airways' RASM is up
     17.1 percent versus the industry being up 9.1 percent, which
     translates into $425 million in network synergies already
     this year.  Accordingly, we have a high level of confidence
     that we can achieve at a minimum the synergies that we have
     identified in a potential Delta/US Airways merger.

     Our analysis presumes that a merger would proceed in the
     same fashion as the US Airways/America West transaction,
     with the closing in conjunction with Delta's emergence from
     bankruptcy.  As I have previously indicated to you, if we
     model a merger of our companies after Delta emerges from
     bankruptcy standalone, our synergy estimates are cut in
     half.  We do not believe that simply allowing that potential
     value to evaporate is in the best interests of any
     constituency.

     Financing and Structure

     We have obtained a financing commitment from Citigroup to
     provide $7.2 billion in new financing for this transaction.
     This funding would be utilized to refinance Delta's debtor-
     in-possession credit facility, refinance US Airways'
     existing senior secured facility with GE Capital, and
     provide the funding for the $4.0 billion cash portion of our
     offer.  All other allowed secured debt and administrative
     claims would be assumed or paid in full.

     Preliminarily, we would intend to follow the model used
     successfully in the US Airways/America West merger for this
     transaction.  We would, of course, seek to structure the
     transaction in a tax efficient manner for our respective
     stakeholders, maximizing Delta's net operating loss
     carryforwards.

     Integration

     Our proposal contemplates the creation of the leading global
     airline operating under the "Delta" name and brand.  To
     streamline our operations and capitalize on potential
     synergies, we would expect to develop together an
     integration plan, and identify areas in which efficiencies
     can be maximized, including appropriate rationalization of
     operational centers.

     Regulatory Matters

     We have worked with antitrust counsel to analyze this
     transaction and believe that any antitrust issues can be
     resolved.

     Labor Matters

     We believe that this transaction is in the best interests of
     the employees of US Airways and Delta because of the
     strength and stability of the company that the transaction
     will produce.  Also, we expect that we would move to the
     highest of the existing labor costs in every group.  Because
     the wage rates for Delta and US Airways employees are not
     markedly different, we do not anticipate that this action
     will have a material negative impact, and that fact has been
     included in our analysis.  Similar to the US Airways/
     America West merger in which there were no furloughs of
     mainline operating group employees, our current model does
     not assume furloughs of employees in the mainline operating
     groups.

     Conditions

     Our proposal is conditioned on satisfactory completion of a
     due diligence investigation, which we believe can be
     completed expeditiously.  In addition, the proposed
     transaction would be conditioned on the bankruptcy court's
     approval of a mutually agreeable plan of reorganization that
     would be predicated upon the merger, regulatory approvals
     and approval of the shareholders of US Airways.  Given our
     analysis to date, we are confident that our joint efforts
     would result in satisfaction of these conditions and a
     successful combination of our companies in a timely manner.

     This proposal presents an opportunity for Delta creditors to
     receive significantly higher recoveries than they can
     receive under any standalone plan for Delta.  It is also an
     opportunity for US Airways shareholders to benefit from the
     significant upside potential of the combination.  Consumers
     will benefit from expanded choice as well as the reach and
     services of a large-scale provider within the cost structure
     of a low-fare carrier.  Our employees will benefit from a
     more competitive employer and our willingness to adopt
     highest common denominator employee costs.

     As I expressed to you previously, I understand that you and
     your team have worked extremely hard on your own
     restructuring, and greatly respect all that you have
     accomplished to make Delta a healthy, viable airline.  We
     simply believe that a combination with US Airways will
     produce even more value for your creditors and our
     shareholders, and that this is a unique opportunity to
     create an airline that is even better positioned to thrive
     long into the future, whatever that future might bring to
     the industry, greatly benefiting our employees and
     customers.

     We and our advisors, Citigroup Corporate and Investment
     Banking and Skadden, Arps, Slate, Meagher & Flom LLP, are
     ready to commence due diligence and to negotiate definitive
     documentation immediately, and request that you agree to
     work with us so that this alternative to your standalone
     plan can be quickly and fully developed.  We are prepared to
     meet with you, Delta's Board, Delta's Official Committee of
     Unsecured Creditors, and any major Delta creditor or other
     stakeholder, to achieve this outcome.  I believe we owe it
     to our respective stakeholders to pursue this opportunity
     vigorously.

     I look forward to hearing from you soon.


     Respectfully,

     /s/ Doug Parker


               $7,200,000,000 Citigroup Commitment

US Airways has committed financing from Citigroup for the proposed
transaction for $7.2 billion, representing $4.0 billion to fund
the cash portion of the offer and $3.2 billion in refinancing at
both companies.

The US Airways proposal is conditioned on satisfactory completion
of a due diligence investigation, which the Company believes can
be completed expeditiously, approval by Delta's Bankruptcy Court
of a mutually agreeable plan of reorganization that would be
predicated upon the merger, regulatory approvals, and the approval
of the shareholders of US Airways.  US Airways believes that this
process could be completed in the first half of 2007.

Citigroup Corporate and Investment Banking is acting as financial
advisor to US Airways, and Skadden, Arps, Slate, Meagher & Flom
LLP is acting as primary legal counsel, with Fried, Frank, Harris,
Shriver & Jacobson LLP as lead antitrust counsel to US Airways.

                    Conference Call on Nov. 15

US Airways executives held a conference call with analysts and
investors on Nov. 15, 2006, relating to the proposed merger with
Delta.  A full-text copy of the investor presentation is available
at no charge at http://researcharchives.com/t/s?152d

                  Delta Will Review USAir Offer

Delta Air Lines' CEO Gerald Grinstein issued [this] statement
regarding U.S. Airways' proposed merger with Delta:

   "We received a letter from U.S. Airways this morning and will
of course review it.  Delta's plan has always been to emerge from
bankruptcy in the first half of 2007 as a strong, stand-alone
carrier.  Our plan is working and we are proud of the progress
Delta people are making to achieve this objective.

   The Bankruptcy Court has granted Delta the exclusive right to
create the plan of reorganization until Feb. 15, 2007.  We will
continue to move aggressively towards that goal."

   [USAir's Doug Parker first called Mr. Grinstein in July 2006
for talks about a potential merger.  In an October 17 letter, Mr.
Grinstein advised Mr. Parker that exploratory merger discussions
at that time would not be productive given the significant work
that remains to be done by Delta's restructuring team.  Mr.
Grinstein added that the USAir proposal has been presented to the
Official Committee of Unsecured Creditors in Delta's bankruptcy
case, and the panel supported the company's response to the
offer.]

                        About US Airways

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of US Airways, Inc.,
Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines,
Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales,
Inc., Material Services Company, Inc., and Airways Assurance
Limited, LLC.

The Company and its affiliates filed for chapter 11 protection on
Aug. 11, 2002 (Bank. E.D. Va. Case No. 02-83984).  Under a chapter
11 plan declared effective on March 31, 2003, USAir emerged from
bankruptcy with the Retirement Systems of Alabama taking a 40%
equity stake in the deleveraged carrier in exchange for $240
million infusion of new capital.

US Airways and its subsidiaries filed their second chapter 11
petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  
Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J.
Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken,
Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent
the Debtors in their restructuring efforts.  In the Company's
second bankruptcy filing, it listed $8,805,972,000 in total assets
and $8,702,437,000 in total debts.  The Debtors' chapter 11 plan
for its second bankruptcy filing became effective on Sept. 27,
2005.  The Debtors completed their merger with America West on the
same date.

On March 31, 2006, the Court entered a final decree closing the
chapter 11 cases of four affiliates.  Only US Airways, Inc.'s
chapter 11 case remains open.

US Airways (NYSE: LCC) and America West's merger created the fifth
largest domestic airline employing nearly 35,000 aviation
professionals.  US Airways, US Airways Shuttle and US Airways
Express operate approximately 3,800 flights per day and serve more
than 230 communities in the U.S., Canada, Europe, the Caribbean
and Latin America.  US Airways is a member of Star Alliance, which
provides connections for our customers to 841 destinations in 157
countries worldwide.

                          About Delta Air

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.


DENNY'S CORP: Extends CEO Nelson Marchioli's Employment Term
------------------------------------------------------------
Denny's Corporation amended the employment agreement with Denny's
Inc., a wholly owned subsidiary, and Nelson J. Marchioli, the
president and chief executive officer of the Company and Denny's
Inc., to extend the term of Mr. Marchioli's employment through
May 20, 2009.

A full text-copy of the amendment to the Employment Agreement may
be viewed at no charge at http://ResearchArchives.com/t/s?1518

Headquartered in Spartanburg, South Carolina, Denny's Corporation
-- http://www.dennys.com/-- is America's largest full-service  
family restaurant chain, consisting of 543 company-owned units and
1,035 franchised and licensed units, with operations in the United
States, Canada, Costa Rica, Guam, Mexico, New Zealand and Puerto
Rico.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2006
Denny's Corporation's balance sheet at June 28, 2006 showed
$500.3 million in total assets and $758.2 million in total
liabilities, resulting in a $257.9 million stockholders' deficit.


DURA AUTOMOTIVE: Nasdaq to Delist Common Stock and Securities
-------------------------------------------------------------
The NASDAQ Stock Market had made a final determination to delist
the Common Stock (Pink Sheets:DRRAQ) and the Convertible Trust
Preferred Securities (Pink Sheets:DRRPQ) of Dura Automotive
Systems, Inc., and will file a Form 25 with the Securities and
Exchange Commission to complete the delisting.

The delisting will become effective ten days after the Form 25
filing.  NASDAQ previously suspended trading of the security.

The Company, Oct. 31, 2006, disclosed that it had received a
delisting notification from The Nasdaq Stock Market, dated
Oct. 30, 2006, which stated that trading of its common stock will
be suspended at the opening of business on Nov. 8, 2006.  The
Company also disclosed that it does not intend to appeal the
decision.

NASDAQ letter indicated that the delisting determination was
prompted in light of DURA's voluntary filing for protection under
Chapter 11 of the U.S. Bankruptcy Code and was based on Nasdaq
Marketplace Rules 4300, 4450(f), and IM-4300.

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

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


ELECTRONIC DATA: Moody's Holds Rating and Says Outlook is Positive
------------------------------------------------------------------
Moody's Investors Service has affirmed Electronic Data Systems
Corporation's Ba1 rating and has revised its rating outlook to
positive from stable.

The rating outlook revision reflects EDS's reduction of cash
outflows associated with large commercial and governmental problem
contracts, including Navy, growth in organic revenue and new
business contract signings, improvement in operating margins to in
excess of 3%, and containment of capital expenditures to less than
10% of revenues with a concurrent reduction of CFT off balance
sheet capital financing program usage.

EDS's Ba1 rating reflects its leading market position in
commercial I/T outsourcing, an industry prone to technical
execution risks, a concentrated set of large client contracts, a
shift toward smaller contract parceling, and offshore competition.  
EDS maintains its franchise breath as one of the largest I/T
services companies worldwide and its cash flows are improving.

However, its sizeable financial leverage adjusted for operating
leases and under funded pensions and low net cash asset returns
have constrained its rating.  

"A positive overall I/T services industry outlook and EDS's
increasing offshore footprint support the potential for the
company to maintain a book to bill ratio of approximately 1:1 and
improve its operating margins to 6% in 2007," said Vice President
and Senior Analyst John Moore.

What Could Drive the Rating-Up

   * Operating margins adjusted by Moody's for pensions and under
     funded leases meet or exceed 6% in FY 2007 (versus 4.2% LTM
     Sept. 2006 operating margin adjusted by Moody's for leases
     and under funded pensions);

   * Moody's gains further confidence in the performance
     stability of EDS's large contracts, including developmental
     stage contracts with prospective milestones and recently
     renewed contracts;

   * The ratio of debt to EBITDAR less capital expenditures
     adjusted by Moody's for operating leases and under funded
     pensions is 5.5x or less; and,

   * The company continues to sign a consistent amount of
     contracts approximating $20 billion or more on an LTM basis.

What Could Drive the Rating- down

Given the positive rating outlook, a rating downgrade is unlikely
at the present time.

A revision of the rating outlook back to stable could occur if:

   (a) Organic revenues and new business contract signings
       decline in excess of 5% on an annual basis;

   (b) Gross capital expenditures exceed 10% of revenues on an
       annual basis; or

   (c) The company experiences weakening contract performance
       such that operating margins with Moody's adjustments for
       leases and under funded pensions decline to 3% or less on
       an annual basis.

Headquartered in Plano, Texas, Electronic Data Systems Corporation
is a leading provider of I/T services worldwide.


ELTON KERR: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Elton R. Kerr
        Marga L. Kerr
        1903 West Yakima Avenue
        Yakima, WA 98902

Bankruptcy Case No.: 06-02872

Chapter 11 Petition Date: November 14, 2006

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Frank L. Kurtz

Debtors' Counsel: Metiner G. Kimel, Esq.
                  Kimel Law Offices
                  1115 West Lincoln Avenue, Suite 105
                  Yakima, WA 98902
                  Tel: (509) 452-1115
                  Fax: (509) 452-1116

Total Assets:   $629,648

Total Debts:  $2,046,278

Debtors' 15 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Internal Revenue Service                 $1,500,000
P.O. Box 21126
Philadelphia, PA 18114

State of Ohio Collections                  $100,000
Enforcement Section
150 East Gay Street, 21st Floor
Columbus, OH 43215

Millikin & Fitton Law Firm, LPA             $24,800
5020-B College, Corner Pike
Oxford, OH 45056

American Express                            $15,000
P.O. Box 297814
Fort Lauderdale, FL 33329

Chase                                       $11,150
P.O. Box 15299
Wilmington, DE 19850-5299

JC Penny                                     $8,577

Ronald M. Martin Jr.                         $8,000

John Folkerth                                $5,017

National City Bank - VISA                    $4,848

Juanita Kerr                                 $4,500

Huntington Bank                             $15,049
                                    Collateral FMV:
                                            $12,100

Wells Fargo Financial                        $1,040

Oakwood City                                   $669

Sears                                        $1,905
                                    Collateral FMV:
                                             $1,500

PAML                                           $400


ENRON CORPORATION: Court Approves $19.7 Million Fleet Settlement
----------------------------------------------------------------
The Honorable Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York approved a $19.7 million settlement
agreement between Enron Corp. and FleetBoston Financial Corp.,
Fleet National Bank, and certain of their affiliates.

As reported in the Troubled Company Reporter on Oct. 9, 2006, the
Debtor reached an agreement with Fleet Financial to settle the
MegaClaims litigation and an avoidance action to recover
preferential transfers in connection with Enron's Commercial Paper
litigation.  Pursuant to the terms of the settlement, Fleet
Financial will pay Enron $10.4 million to settle the MegaClaims
litigation and $9.35 million to settle the Commercial Paper
litigation.  Fleet Financial did not admit liability or wrongdoing
and both parties agreed to settle the litigation to avoid the
costs and uncertainties of further proceedings.

                       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. 182;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ENRON CORP: Court Okays $25 Million NewPower Settlement Agreement
-----------------------------------------------------------------
The Honorable Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York approved the $25 million settlement
agreement between Enron Corp. and its debtor-affiliates, and the
NewPower Entities, and Rufus T. Dorsey, IV.

As reported in the Troubled Company Reporter, Nov. 8, 2006, Enron
Corp., Enron North America Corp., Enron Energy Services, Inc.,
Enron Power Marketing, Inc., Enron Energy Services, LLC, entered
into a Master Cross-Product Netting, Setoff and Security Agreement
with The New Power Company, NewPower Holdings, Inc., and TNPC
Holdings, Inc., concerning a series of commodity purchase and swap
transaction.

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

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

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

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

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

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

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

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

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

                       About Enron Corp.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.  
Albert Togut, Esq., at Togut Segal & Segal LLP, 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. 182;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FERRO CORPORATION: Files Three Quarters of 2005 Financial Reports
-----------------------------------------------------------------
Ferro Corporation has now submitted its 2005 reports on Form 10-Q
for the quarters ending March 31, June 30 and Sept. 30, 2005, to
the Securities and Exchange Commission.

The Company's Statement of Operations showed:

                               For the period ended
                ------------------------------------------------
                     Quarter        Quarter      Quarter   
                     03/31/06       06/30/06     09/30/06  
                   -----------     ---------    ----------
Revenue           $461,674,000  $496,626,000  $466,116,000

Net (Loss)            ($65,000)    ($154,000)  ($6,850,000)

The Company's Balance Sheet showed:

                               For the period ended
                   -----------------------------------------------
                        Quarter        Quarter          Quarter
                        03/31/06       06/30/06         09/30/06
                       ----------      ----------       ---------
Current Assets       $640,453,000    $643,089,000    $626,011,000

Total Assets       $1,740,891,000  $1,719,239,000  $1,698,818,000

Current
Liabilities          $402,457,000    $383,856,000    $375,031,000

Total
Liabilities        $1,213,911,000  $1,207,523,000  $1,186,508,000

Total
Stockholders'
Equity (Deficit)    ($504,923,000)  ($490,310,000)  ($491,377,000)

Full-text copies of the company's financial statements are
available for free at:

   First quarter ended
   March 31, 2005         http://researcharchives.com/t/s?1522

   Second quarter ended
   June 30, 2006          http://researcharchives.com/t/s?1523

   Third quarter ended
   Sept. 30, 2006         http://researcharchives.com/t/s?1524

With the completion of the 2005 financial filings, the Company
will then focus on the completion of its Form 10-Q filings for the
first three quarters of 2006, and expects to file these reports
with the SEC by the end of 2006.

                       About Ferro Corp

Headquartered in Cleveland, Ohio, Ferro Corporation --
http://www.ferro.com/-- supplies technology-based performance  
materials for manufacturers.  Ferro materials enhance the
performance of products in a variety of end markets, including
electronics, telecommunications, pharmaceuticals, building and
renovation, appliances, automotive, household furnishings, and
industrial products.  The Company has approximately 6,800
employees globally.

                         *     *     *

Standard & Poor's Ratings Services' 'B+' long-term corporate
credit and 'B' senior unsecured debt ratings on Ferro Corp.
remains on CreditWatch with negative implications, where they were
placed Nov. 18, 2005.


FINOVA GROUP: Wants to Settle Claims and Sell Remaining Assets
--------------------------------------------------------------
The FINOVA Group, Inc. and FINOVA Capital Corporation, on
Nov. 10, 2006, filed a motion in the United States Bankruptcy
Court for the District of Delaware to seek an order:

     (i) approving the previously announced settlement of various
         litigations associated with The Thaxton Group, Inc.;

    (ii) approving the ongoing sale of FINOVA's remaining assets,
         the orderly windup of FINOVA's operations and its future
         dissolution;

   (iii) reopening the Company's chapter 11 case to facilitate the
         planned asset sales and, ultimately, the dissolution of
         FINOVA; and

    (iv) channeling to the Court any claim of the holders of
         senior secured notes of the Company and the indenture
         trustee for the senior secured notes against FINOVA
         arising under or related to FINOVA's joint chapter 11
         plan, the ongoing liquidation, the senior secured notes,
         or the windup.

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


FIRST CONSUMERS: Moody's Cuts Rating on $36 Million Notes to B2
---------------------------------------------------------------
Moody's Investors Service downgraded the rating of the Series
2001-A, Class C subordinate notes issued through First Consumers
Credit Card Master Note Trust to B2 from Baa2.  This rating action
concludes a review that began on July 28, 2006.

Rating action:

   * Issuer: First Consumers Credit Card Master Note Trust

     -- $36,000,000 Class C Asset-Backed Notes, Series 2001-A,
        downgraded to B2 from Baa2

Rationale:

The downgrade of the Class C notes was prompted by an increase in
the default frequency regarding the sufficiency of a class-
specific reserve account to fully cover the outstanding principal
on the notes.  Although the reserve account currently exceeds the
par value of the notes, the notes may not be retired until the
final maturity in Sept. 2008, during which time the reserve
account may be drawn upon to cover monthly, LIBOR-based interest
coupon payments.  The sufficiency of the amount held in the class-
specific reserve account is a function of future interest rates,
the rate of return on amounts held in the reserve account, and the
speed at which the remaining invested amount is written down.

Upon the depletion of the collateral amount, the Class C
noteholders are not entitled to Trust collections.  The
$38 million reserve account, however, can be used to pay Class C
coupon payment shortfalls.  As a result, Class C coupon payments
will be paid entirely from draws from the reserve account until
the legal final maturity date of Sept. 2008 according to the
servicer, First National Bank of Omaha.  Given the potential level
of negative carry between the income earned on the reserve account
and the coupon on the Notes and the length of the exposure the
sufficiency of the funds in reserve account to pay off the full
Class C principal balance at maturity is no longer consistent with
a Baa2 rating.

Background:

The Class C ratings were initially put on review in March 2002. At
that time, rapid deterioration in the Trust's performance caused
the breach of an early amortization event for all the outstanding
classes of notes in the trust.  Shortly thereafter, the card
program was discontinued, cardholders' charging privileges were
revoked, and deterioration in the collateral performance
accelerated.  Servicing was transferred to a successor in June
2003.  The ratings on the Class C notes were confirmed shortly
thereafter, in Sept. 2003.

Unlike the other related classes of notes, which were downgraded
several notches, the Series 2001-A Class C notes were not
initially downgraded due to a class-specific reserve account,
which was funded to the Class C's $36 million par value.  Over
time, this reserve account has grown to over $38 million due to
investment earnings; however, for reasons cited above, the
sufficiency of the funds in the reserve account to pay off the
full Class C principal balance no longer warrants a Baa2 rating.


FISHER SCIENTIFIC: Thermo Merger Prompts S&P to Lift Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the debt
of Fisher Scientific International Inc. in light of the completion
of its merger with Thermo Electron Corp. to create Thermo Fisher
Scientific Inc. (BBB+/Positive/--).  

The ratings were also removed from CreditWatch, where they were
placed with positive implications May 8, 2006, in anticipation of
the merger's closing.

The rating on Fisher Scientific's senior unsecured debt was raised
to 'BBB+' from 'BBB-' and the rating on the company's subordinated
debt was raised to 'BBB' from 'BB+'.

The 'BBB-' corporate credit rating on Fisher Scientific was
withdrawn, as was the 'BBB' senior secured rating assigned to a
bank facility that has been repaid.


FOAMEX INTERNATIONAL: Foamex LP Can Assume Amended Chemtura Pact
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Foamex L.P. to assume, as amended, its executory contract dated
June 16, 2003, with Chemtura Company.

As reported in the Troubled Company Reporter on Oct. 25, 2006,
Chemtura, as successor-in-interest to Great Lakes Chemical
Corporation, supplied the Debtors with a variety of additives
classified in general as flame-retardants.  These additives were
critical to meet industry and regulatory requirements for
retarding the flammability of foam products, while meeting
environmental guidelines.

Kenneth J. Enos, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, contended that with the assumption of the
Chemtura Contract, Foamex is ensured continued supply of the
specialty chemical it needs.

Chemtura also agreed to provide Foamex several weeks to pay the
cure amount due to Chemtura, and has agreed to a 9% discount on
the cure amount owed.  Specifically, Chemtura has agreed to accept
$1,055,317 in order to cure any and all defaults under the
Chemtura Contract to be paid in three equal weekly installments.
Foamex owes $1,155,317 to Chemtura for prepetition purchases.

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


FOAMEX INT'L: Schulte Roth Unveils 12-Member Sr. Noteholders Panel
------------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, Adam C. Harris, Esq., at Schulte Roth & Zabel LLP, in
New York, discloses that as of Nov. 6, 2006, the Ad Hoc
Committee of the Holders of Foamex International Inc. and its
debtor-affiliates' 10-3/4% Senior Secured Notes due April 1, 2009,
consists of 12 members:

   (a) Basso Capital,
   (b) Cerdarview Capital Management, LP,
   (c) Chilton Investment Company, Inc.,
   (d) Credit Suisse First Bolton,
   (e) Jefries & Company, Inc.,
   (f) Murray Capital Management, Inc.,
   (g) Northeast Investors,
   (h) Plainfield Asset Management LLC,
   (i) Quadrangle,
   (j) Rockview Capital,
   (k) TQA Investors, LLC, and
   (l) Venor Capital Management LP.

As of Nov. 6, 2006, the aggregate principal amount of Senior
Secured Notes held or managed by the Senior Noteholders Committee
is approximately $135,000,000.  The aggregate principal amount of
all the Senior Secured Notes outstanding is $300,000,000.

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 CREDIT: S&P Rates $59.1 Million Class D Notes at BB+
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Ford Credit Auto Owner Trust 2006-C's $3.019 billion
asset-backed notes series 2006-C.

The preliminary ratings are based on information as of Nov. 14,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support, including:

   -- the subordination of 7% for class A, 4% for class B,
      and 2% for class C;

   -- the excess spread; and,

   -- a nonamortizing, fully funded reserve account equal to 0.5%
      of the initial gross pool balance.

The payment structure also features a turbo mechanism through
which the excess spread, after covering losses, will be used to
pay the securities until the requisite overcollateralization is
reached.
   
                  Preliminary Ratings Assigned
              Ford Credit Auto Owner Trust 2006-C
   
           Class          Rating                  Amount
           -----          ------                  ------     
           A-1            A-1+                 $664,000,000
           A-2A           AAA                  $530,721,000
           A-2B           AAA                  $530,720,000
           A-3            AAA                  $509,551,000
           A-4A           AAA                  $288,419,000
           A-4B           AAA                  $288,419,000
           B              A+                    $88,795,000
           C              BBB+                  $59,196,000
           D              BB+                   $59,196,000


FORD MOTOR: DBRS Says Financial Restatement Has No Material Impact
------------------------------------------------------------------
Dominion Bond Rating Service notes that Ford Motor Company
reported the completion of the restatement of its financial
results from 2001 through to the third quarter of 2006.  

DBRS believes that the restatements have no material impact on the
Company's financial position and do not warrant any rating
actions.  The restatements do not affect the availability of the
Company's committed credit facilities.  More importantly, the
Company has taken action to remediate the material weaknesses in
its accounting for certain derivative transactions under the
Statement of Financial Accounting Standards 133.

DBRS notes that the accounting error occurred at Ford Motor Credit
Company, Ford's wholly owned finance subsidiary. Ford Credit had
incorrectly accounted for certain interest rate swaps, which it
used to hedge against the interest rate risk inherent
in certain long-term fixed-rate debt.  As part of Ford's
restatements of results through to the third quarter of 2006 to
correct the accounting error, Ford has also reversed certain
immaterial accounting adjustments and recorded them in the proper
period.  These restatements, on a net basis, have a cumulative
effect on net income of an improvement of $850 million but the
restatements have no impact on the Company's cash position.

The Company has filed the restated results for 2001 through to
2005 as well as the third quarter of 2006, and Ford plans to file
the restated results for the first and second quarters of 2006 by
November 20.


GENERAL MOTORS: S&P Rates Proposed $1.5 Billion Senior Loan at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to General Motors Corp.'s proposed $1.5 billion senior term
loan facility, expiring 2013, with a recovery rating of '1'. The
'B+' rating was placed on Creditwatch with negative implications,
consistent with the other issue ratings of GM,
excluding recovery ratings.

The bank loan is rated one notch higher than the corporate credit
rating.  This and the '1' recovery rating indicate that lenders
can expect full recovery of principal in the event of a payment
default.

At the same time, Standard & Poor's said that all ratings on GM,
including the 'B+' bank loan ratings--but excluding the '1'
recovery ratings--remain on CreditWatch with negative
implications.  GM's unsecured debt continues to be rated one notch
below the corporate credit rating.  The rating agency estimate
that the absolute recovery prospects for the unsecured creditors
exceed 50% as detailed in our recovery report dated June 20, 2006.  

In addition, the disadvantage to the unsecured debtholders is
reflected by the ratio of priority claims to adjusted assets,
which is in the mid-20% area.  The new secured term loan facility
provides the company with a modest amount of incremental
liquidity.

Ratings List:

   * General Motors Corp.
  
     -- Corporate credit rating -- B/Watch Neg/B-3
     -- Senior unsecured debt -- B-/Watch Neg

   * Rating Assigned

     -- $1.5 bil. secured bank term loan -- B+/Watch Neg
     -- Recovery rating -- 1


GS MORTGAGE: S&P Holds Low-B Ratings on Six Certificates
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on eight
classes of commercial mortgage pass-through certificates from GS
Mortgage Securities Corp. II's series 2003-C1.

Concurrently, ratings are affirmed on the remaining 12 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 $398.9 million (26%) in collateral since issuance.
     
As of the Oct. 10, 2006, remittance report, the collateral pool
consisted of 72 loans with an aggregate trust balance of
$1.555 billion, compared with 74 loans totaling $1.611 billion at
issuance.  The master servicer, Capmark Finance Inc., reported
primarily full-year 2005 financial information for 100% of the
pool.  Based on this information, Standard & Poor's calculated a
weighted average debt service coverage of 2.2x, up from 2.12x 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
$756.8 million (49%) and a weighted average DSC of 2.33x, up from
2.20x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 loans.  Three of the properties were
characterized as "excellent," one property was characterized as
"fair," and the remaining properties were characterized as "good."

Credit characteristics for seven of the loans in the pool continue
to be consistent with those of investment-grade obligations.

These are the details of the loans:

   -- The largest exposure in the pool, One North Wacker, is
      encumbered by a $175.2 million class A note (11%) and a
      $45 million class B note.  The loan is secured by the fee
      interest in a 1.34 million-sq.-ft. office property in
      Chicago, Illinois.  Occupancy was 94% as of June 30, 2006.
      Standard & Poor's adjusted net cash flow is up 6% from its
      level at issuance.

   -- The second-largest exposure in the pool, the Sun Valley
      Mall loan, has a loan balance of $128.3 million (8%). The
      loan is secured by 1.0 million sq. ft. of a 1.4 million-
      sq.-ft. regional mall in Concord, Calif.  The sponsor of
      the loan is Taubman Realty Group L.P.  The property
      reported a year-end 2005 DSC of 2.28x.  Standard & Poor's
      adjusted NCF is up 8% from its level at issuance.

   -- The third-largest exposure in the pool, the Bridgewater
      Commons loan, has a $110.7 million class A note (7%) and a
      $32.8 million class B note.  The loan is secured by
      534,706 sq. ft. of an 887,057-sq.-ft. regional mall in
      Bridgewater, New Jersey.  The manager of the property is
      General Growth Properties Inc.  Occupancy was 100% as of
      June 30, 2006.  Standard & Poor's adjusted NCF is similar
      to its level at issuance.
    
   -- The fourth-largest exposure in the pool, the GGP Portfolio
      loan, has a loan balance of $86.9.  The loan is secured by
      the fee and leasehold interests in two regional malls.  The
      Provo Town Center is an 801,602-sq.-ft. regional mall in
      Provo, Utah.  Occupancy at the property was 86% as of
      March 2006.  The Spokane Valley Mall is a 618,347-sq.-ft.
      mall in Spokane, Washington.  Occupancy at the property was
      81% as of March 31, 2006.  The sponsor of the loan and
      manager of the property is General Growth Properties Inc.
      Standard & Poor's adjusted NCF is similar to its level at
      issuance.

   -- The fifth-largest exposure, the Miami Center loan, has a
      loan balance of $81.0 million.  The interest-only loan is
      secured by a 779,224-sq.-ft. office property in Miami,
      Florida.  Occupancy was 99% as of June 30, 2006.  Standard
      & Poor's adjusted NCF is 7% above its level at issuance.

   -- The eighth-largest exposure in the pool, the Paseo Nuevo
      Shopping Center loan, has a loan balance of $27.0 million.
      The interest-only loan is secured by a 152,401-sq.-ft.
      retail property in Santa Barbara, California.  For the six
      months ended June 30, 2006, the DSC was 3.26x. Standard &
      Poor's adjusted NCF is similar to its level at issuance.
     
   -- The 16th-largest exposure in the pool, the Sycamore Commons
      Shopping Center loan, has a loan balance of $20.0 million.
      The interest-only loan is secured by 200,276 sq. ft. of a
      247,513-sq.-ft. retail property in Matthews, N.C.  The
      property reported a year-end 2005 DSC of 3.44x.  
      Standard & Poor's adjusted NCF is similar to its level at
      issuance.
     
Capmark reported a watchlist of six loans.  The Newark Legal
Center, the ninth-largest exposure, has an outstanding balance of
$26.5 million and is secured by a 424,378-sq.-ft. office property
in Newark, New Jersey.  While this loan is not on the watchlist,
the largest tenant's lease expires at the end of this month, and
the tenant will not be renewing.

Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised and affirmed ratings.
    
                          Ratings Raised
     
                  GS Mortgage Securities Corp. II
   Commercial Mortgage Pass-Through Certificates Series 2003-C1

                        Rating
                        ------
           Class     To       From   Credit enhancement (%)
           -----     --       ----   ----------------------
           B         AA+      AA              9.97
           C         AA       AA-             8.94
           D         AA-      A+              8.16
           E         A+       A               6.99
           F         A        A-              6.22
           G         A-       BBB+            4.92
           H         BBB+     BBB             4.15
           J         BBB      BBB-            3.37
     
                        Ratings Affirmed
     
                  GS Mortgage Securities Corp. II
   Commercial mortgage pass-through certificates series 2003-C1

           Class    Rating       Credit enhancement (%)
           -----    ------       ----------------------
           A-1      AAA                  13.47
           A-2A     AAA                  13.47
           A-2B     AAA                  13.47
           A-3      AAA                  13.47
           K        BB+                   2.59
           L        BB                    2.07
           M        BB-                   1.68
           N        B+                    1.30
           O        B                     1.17
           P        B-                    0.91
           X-1      AAA                   N/A
           X-2      AAA                   N/A
   
                     N/A - Not applicable.


GSAMP TRUST: Losses Cue Moody's to Junk Ratings on Two Tranches
---------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible downgrade four tranches from GSAMP Trust 2004-SEA2.  The
transaction was issued with seasoned subprime mortgage loans, some
of which had experienced delinquency prior to securitization.

The tranches from 2004-SEA2 are being downgraded and placed on
review for possible downgrade based upon rapid deterioration of
overcollateralization and subordination caused by an accelerating
pace of losses.  The losses are attributed to a high frequency of
defaulted loans and substantial severity of loss on liquidated
collateral.

These are the rating actions:

   * Issuer: GSAMP Trust 2004-SEA2

   * Downgrades:

     -- Class M-5; Downgraded to Caa2, Previously B1;
     -- Class B-1; Downgraded to C; previously B3.

   * Review for Downgrade:

     -- Class M-3; current rating Baa3, under review for possible
        downgrade;

     -- Class M-4; current rating Ba2, under review for possible
        downgrade.


GSI GROUP: CEO and Director Richard Christman Resigns
-----------------------------------------------------
GSI Group Inc., disclosed that its chief executive officer and
director, Richard Christman, has resigned from his positions.

The Company also disclosed that William J. Branch, chairman,
assumes the additional duties of chief executive officer.

GSI Group Inc. supplies precision technology to the global
medical, electronics, and industrial markets and semiconductor
systems.  GSI Group's common shares are listed on Nasdaq (GSIG).

                           *     *     *

In May 2005, Moody's Investors Service assigned a B3 rating to the
senior notes of The GSI Group, Inc.  In addition, Moody's affirmed
GSI's existing ratings, including its B2 senior implied rating,
and assigned a speculative grade liquidity rating of SGL-2.

Also in May 2005, Standard & Poor's Ratings Services assigned its
'B' corporate credit rating to GSI Group and assigned its 'B-'
senior secured rating to the $125 million senior unsecured notes
due in 2013.  The outlook was stable.


HERBALIFE LTD: Class III Board Member Jesse Rogers Resigns
-------------------------------------------------------------
Herbalife Ltd. disclosed that Jesse Rogers, Class III member of
its Board of Directors, has retired from the Board effective as of
Nov. 10, 2006.

The Company disclosed that the reason for his retirement was the
potential conflict of interest presented by the acquisition of
Neways, Inc., by Golden Gate Capital, a private equity firm of
which Mr. Rogers is a Managing Director.

Herbalife Ltd. (NYSE: HLF) -- http://www.herbalife.com/-- is a  
marketing company that sells weight-management, nutritional
supplements and personal care products intended to support a
healthy lifestyle.  Herbalife products are sold in 62 countries
through a network of more than one million independent
distributors.  The company supports the Herbalife Family
Foundation -- http://www.herbalifefamily.org/-- and its Casa  
Herbalife program to bring good nutrition to children.

                           *     *     *

Standard & Poor's Ratings Services rated Herbalife Ltd.'s long-
term foreign and local issuer credit ratings at BB+.


HORNBECK OFFSHORE: Closes Offering of $220 Mil. Convertible Notes
-----------------------------------------------------------------
Hornbeck Offshore Services, Inc., closed its offering of
$220 million aggregate principal amount of convertible senior
notes due Nov. 15, 2026 that were privately offered within the
United States to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933, as amended.

The Company also said that the initial purchasers exercised their
option to purchase an additional $30 million in principal amount
of the notes to cover over-allotments.

The notes will initially bear interest at a fixed rate of 1.625%
per year, declining to 1.375% beginning on Nov. 15, 2013, and will
be guaranteed by the same subsidiaries of Hornbeck Offshore that
guaranteed its existing 6.125% senior notes.  In certain
circumstances, the notes will be convertible into cash up to the
principal amount and shares of the Company's common stock for any
conversion value above the principal amount or, upon the Company's
election, prior to Nov. 15, 2013, solely into shares of common
stock, based on an initial conversion rate of 20.6260 shares per
$1,000 principal amount of notes, corresponding to approximately
$48.48 per share.  The initial conversion price represents a
premium of 37.5% relative to the last reported sale price on
Nov. 7, 2006 of the Company's common shares on The New York Stock
Exchange of $35.26.

The Company estimates that the net proceeds from the offering,
including proceeds resulting from the exercise of the initial
purchasers' over-allotment option, will be approximately
$242.8 million, after deducting discounts, commissions and
estimated expenses.

The Company disclosed that it used $75.8 million of the combined
net proceeds to fund the cost of convertible note hedge
transactions it entered into with certain financial institutions,
including affiliates of the initial purchasers, which involves the
purchase of call options with exercise prices equal to the
conversion price of the notes and are intended to limit exposure
to dilution to the Company's stockholders upon the potential
future conversion of the notes.

In addition, the Company has entered into separate warrant
transactions resulting in gross proceeds of $51.9 million that
involved the sale of warrants to purchase its common stock to the
same financial institutions that entered into the convertible note
hedge transactions.  The convertible note hedge and warrant
transactions will effectively increase the conversion price of the
convertible notes to approximately $62.59 per share of its common
stock, representing a 77.5% premium based on the last reported
sale price on Nov. 7, 2006 of $35.26 per share.

The Company also used $63.3 million of the net proceeds to
repurchase approximately 1.8 million shares of its common stock
contemporaneously with the closing of the notes offering in
privately negotiated block trades.

The remaining net proceeds of approximately $155.6 million will be
used for general corporate purposes, including possible future
acquisitions and additional new vessel construction.

The Company further disclosed that the financial institutions that
were counterparties on the convertible note hedge and warrant
transactions or their affiliates purchased shares of the Company's
common stock in privately negotiated transactions concurrent with
or shortly after pricing of the notes.  In addition, the financial
institutions or their affiliates may modify their hedge positions
by entering into or unwinding various derivative transactions
and/or purchasing or selling shares of the Company's common stock
in secondary market transactions prior to expiration of the
convertible note hedge and warrant transactions.

Based in Covington, Louisiana, Hornbeck Offshore Services Inc.
-- http://www.hornbeckoffshore.com/-- through its subsidiaries,  
provides offshore supply vessels for the offshore oil and gas
industry primarily in the United States Gulf of Mexico and
internationally.


HORNBECK OFFSHORE: Moody's Holds Low-B Ratings with Neg. Outlook
----------------------------------------------------------------
Moody's affirmed Hornbeck Offshore Services Inc.'s Ba3 corporate
family rating, Ba3 Probability of Default Rating, Ba3 and LGD4,
55% senior unsecured note ratings, and changed the outlook from
stable to negative.

The rating affirmation was consequent to HOS's new $220 million
1.625% senior unsecured convertible note offering, with a
$30 million green-shoe option that was exercised by investors.

The proceeds from the convertible notes will augment the company's
current $320 million cash balance underpinning its current $560
million new build program through 2010 and will also provide the
company with increased optionality to execute a potential
strategic acquisition and additional newbuilds.

Although the company's overall profile is in line with the Ba3
rated peers, the negative outlook reflects the added debt that
causes HOS' upcycle financial leverage to significantly increase
without the addition of any associated operating cash flow.  The
pro forma LTM leverage for the transaction of approximately 4.23x
is not only higher than Moody's anticipated for the Ba3 CFR, but
it is currently of a B-rated profile.

Although Moody's believes that current market conditions look
supportive into 2007 and is likely to cause leverage to increase
over the next few quarters, recent commodity price declines could
lead to softer market conditions in the latter half of 2007 and
possibly into 2008 and thus potentially slow HOS's leverage
reduction given that it is entirely dependent on EBITDA growth and
no debt repayment.  While HOS' pro forma cash balances will be
about $475 million, the current newbuild program is
$560 million, the higher debt could put a degree of stress on the
balance sheet if market conditions were to change and the company
were to commit the new proceeds to either increase the already
aggressive newbuild program or to complete a meaningful
acquisition.

In addition, over the past couple of years, the convertible notes
market has evolved to create transactions that cause a degree of
value transfer from the bonds to equity.  A portion of the
proceeds from HOS's convertible note offering was used to pay for
the net cost of the convertible note hedge transaction which
serves to protect the equity from dilution.  This hedge was
achieved through HOS's purchase of a call option on its stock at
the conversion price while simultaneously selling warrants with a
higher strike price.  This effectively resulted in the conversion
price being set at a 77% premium, thus making conversion harder to
achieve.

Further, share count reduction also occurred as HOS repurchased
approximately 1.8 million shares of its common stock in a
negotiated block trade to offset the degree of short selling that
has become a feature of convertibles.  The net result is that the
company is left with about $155.6 million of net proceeds that can
be deployed for re-investment and the effective coupon on the
notes increases to approximately 2.57% since it is paying 1.625%
on the full $250 million, including the green-shoe.

To move back to a stable outlook, there needs to be a clear
indication that management is meeting its projections and reducing
sustainable leverage back to within the 3.5x range.

Also, there needs to be no added leverage if the company either
adds to the newbuild program or completes a material acquisition.
In addition, a stable outlook would require that additional new
builds, particularly if they are at a higher cost, are backed by
firm contracts that provide sufficient cover for the capital
needed to complete them.  A move back to a stable outlook will
also require that HOS does not execute stock buybacks, especially
while the majority of the newbuild program still needs to be
funded and completed.

Hornbeck Offshore Services, Inc., a diversified marine service
company headquartered in Covington, Louisiana, is a leading
provider of technologically advanced, new generation OSVs
primarily in the GoM and select international markets, and is a
leading transporter of petroleum products through its fleet of
ocean-going tugs and tank barges primarily in the northeastern
U.S., the GoM and in Puerto Rico.  Hornbeck currently owns a fleet
of over 60 vessels primarily serving the energy industry.


HOSPITAL FOR SPECIAL: Moody's Lifts Rating on Series B Bonds
------------------------------------------------------------
Moody's Investors Service upgraded to Baa3 from Ba1 the rating
assigned to Hospital for Special Care's Series B (1997) Bonds
issued by the Connecticut Health and Educational Facilities
Authority.

The upgrade affects $55.9 million of debt outstanding.  The
outlook is revised to stable from positive at the higher rating
level.  The upgrade reflects improved financial performance and
liquidity which we believe are sustainable.

Legal security:

The Series B bonds are secured by a gross revenue pledge of the
obligated group and a mortgage.  The obligated group consists of
Hospital for Special Care and HFSC Community Services, including
Brittany Farms Health Center nursing home.

Interest rate derivatives:

None.

Strengths:

   -- Dominant market position as a niche provider of chronic
      rehabilitation services in the State of Connecticut

   -- Significantly improved financial performance in fiscal year
      2005 and FY 2006 after more challenging performance in FY
      2003 and FY 2004

   -- Improved liquidity measures to a record level at fiscal
      year end 2006 which should show continued growth given the
      facility's modest capital needs and improved operations;
      stronger liquidity provides a cushion for the organization
      in the event of changes in payer reimbursement

Challenges:

   -- High dependency on Medicaid poses a risk to future revenue
      growth if the state were to lower or eliminate Medicaid
      rate increases during a fiscal crisis

   -- Unfavorable changes in Medicare reimbursement for long-term
      acute care hospitals that cannot be mitigated through
      increases in acuity or expense reductions

Recent developments:

The rating upgrade on Hospital for Special Care's Series B bonds
reflect improved financial performance in fiscal years2005 and
2006, and expected for FY 2007. In FY 2006, HFSC reported a
2.9% operating margin and 9.1% operating cash flow margin.  These
results were lower than FY 2005's 4.6% operating margin and
11.5% operating cash flow margin due primarily to a one-time
credit in FY 2005 related to the freezing of the pension plan,
along with other cost reduction measures.

Performance through the first six months of FY 2007 indicate
continued improvement with HFSC reporting a 3.5% operating margin
and a 9.5% operating cash flow margin.  Management expects FY 2007
results to be on par with or slightly ahead of FY 2006. FY 2006
debt coverage measures still remain modest at 2.07x maximum annual
debt service coverage and a high 7.44x debt-to-cash flow ratio,
but represent material improvement from just two years ago.

The recent results of higher earnings follow more challenging
financial performance in FY 2003 and FY 2004.  Various cost
reduction efforts, which included reduced use of agency nurses and
lower turnover and vacancy rates and the freezing of the defined
benefit pension plan, were contributing factors to the
improvement.  Revenue enhancement strategies included the FY 2005
opening of a 28-bed satellite facility within St. Francis Hospital
in Hartford.  FY 2006 represented the first full year of this
program.  Revenue growth has also been a function of higher
acuity.

Moody's believe that HFSC's financial performance remains heavily
tied to the fiscal health of the State of Connecticut given the
high reliance on Medicaid.  The financial difficulties in FY 2003
and FY 2004 were largely due to the lack of Medicaid rate
increases as the state struggled with fiscal deficits.  HFSC was
successful in receiving rate increases after this period after an
outreach effort to state representatives regarding HFSC's
importance and exclusive services in the state.

As a result, HFSC received 2%, 4% and 2% rate increases in FY
2005, FY 2006 and FY 2007, respectively.  Moody's note that
Medicaid does not cap the number of days of coverage it will
reimburse, an important credit factor given HFSC's high average
length of stay.  The ability to receive favorable rate increases
from Medicaid will be a key factor in maintaining an investment
grade rating over the life of the bonds.

While not a large percent of revenues, Medicare represents a risk
to HFSC as well since HFSC is reimbursed as a long-term acute care
hospital.  Medicare recently reduced reimbursement to LTACH
providers which translated into a $700,000 reduction to HFSC.
HFSC's increasing acuity mitigated what could have been a larger
impact.

Moody's note that HFSC is not subject to the "75% rule" as it is
not deemed to be an inpatient rehabilitation facility.

HFSC's liquidity position has increased to record levels and is an
important credit factor in the maintenance of the Baa3 rating.

Moody's believe that HFSC's ability to withstand any potential
reductions in Medicaid reimbursement will be aided by its
increasing cash reserves.  In FY 2006, unrestricted cash increased
to $27 million or 103 days on hand from $22 million and 91 days at
FYE 2005.  Cash-to-debt also improved, to 46% from
36% in FY 2005.  Cash increased further to $30 million as of Sept.
30, 2006.

The rating agency expect cash to show continued growth given
modest capital spending and the freezing of the defined benefit
pension plan that reduced cash outlays in this area.  Annual
capital spending has been less than depreciation expense for
several years.  Management has indicated that capital spending is
typically less for LTACH facilities given the less-invasive
procedures that are offered.

HFSC is a unique facility in the State of Connecticut given its
focus on respiratory, rehabilitation and pediatric care.  While
there are other providers in the state that have certain of these
services, none have the breadth of services that HFSC provides nor
a similar acuity level and critical mass.

Additionally, the other providers only service the adult
population.  Moody's believe that this is an important credit
feature for HFSC that contributes to its essential role in the
state and western Massachusetts.

Outlook:

The stable outlook is based on our belief that financial
performance will be maintained at current levels providing
adequate debt service coverage.  Medicaid rates should also remain
favorable over the next 18 to 24 months.

What could change the rating--up

Improvement in debt service coverage ratios, growth in liquidity
and overall strengthening of the balance sheet, continued trend of
favorable Medicaid rate increases

What could change the rating--down

Departure from current operating results, decline in liquidity,
changes in the Medicaid program that results in freezing or
reduction in rates without actions implemented to mitigate the
reductions, increase in debt

Key indicators:

Assumptions and adjustments:

   * Based on financial statements for Hospital for Special Care
     and Affiliates

     -- First number reflects audit year ended March 31, 2005

     -- Second number reflects audit year ended March 31, 2006

   * Investment returns normalized at 6% unless otherwise noted

   * Inpatient admissions: 557; 551

   * Total operating revenue: $96 million; $102 million

   * Moody's-adjusted net revenue available for debt service:
     $12.4 million; $11.1 million

   * Total debt outstanding: $61 million; $58 million

   * Maximum annual debt service: $5.3 million; $5.3 million

   * MADS Coverage with reported investment income: 2.15 times;
     2.08x

   * Moody's-adjusted MADS Coverage with normalized investment
     income: 2.33 times; 2.07 times

   * Days-cash-on-hand: 90 days; 103 days

   * Debt-to-cash flow: 6.6x, 7.4x

   * Cash-to-debt: 36%; 46%

   * Operating margin: 4.6%; 2.9%

   * Operating cash flow margin: 11.5%; 9.1%


IMAX CORP: To Pay Interim CFO Edward MacNeil CDN$345,000 Per Year
-----------------------------------------------------------------
IMAX Corporation reached an arrangement with Edward MacNeil that
during his term as interim chief financial officer, he will
receive an annualized salary of CDN$345,000 and a guaranteed bonus
of CDN$50,000 payable in March 2007, in respect of the year ending
Dec. 31, 2006.

Headquartered jointly in New York City and Toronto, Canada, IMAX
Corporation -- http://www.imax.com/-- is an entertainment  
technology company, which emphasizes on film and digital imaging
technologies, including 3D, post-production, and digital
projection.  IMAX also designs and manufactures cameras,
projectors and consistently commits funds to ongoing research and
development.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2006
Moody's Investors Service, in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the Gaming, Lodging & Leisure sector, confirmed
IMAX Corporation's B3 Corporate Family Rating.

Moody's also downgraded the Company's probability-of-default
rating on its 9-5/8% Senior Notes due 2010 to Caa1 from B3.
Additionally, Moody's assigned an LGD4 rating to these notes,
suggesting noteholders will experience a 58% loss in the event of
a default.

As reported in the Troubled Company Reporter on Oct. 26, 2006
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B-' corporate credit rating, on IMAX Corp. and removed them
from CreditWatch, where they were placed on March 10, 2006, with
developing implications.  The outlook is negative.


INTERPUBLIC GROUP: Fitch Rates $400 Million Senior Notes at B
-------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B/RR4' to Interpublic
Group's $400 million 4.25% convertible senior unsecured notes due
March 15, 2023.  The new notes rank pari passu with other senior
unsecured indebtedness of the company.  The Outlook remains
Negative.

IPG's ratings are:

     -- Issuer default rating (IDR) 'B';

     -- Enhanced liquidity facility notes 'B/RR4';

     -- Senior unsecured notes (including the new convertible
        senior unsecured notes) 'B/RR4';

     -- Cumulative convertible perpetual preferred stock
       'CCC/RR6';

     -- Mandatory convertible preferred stock 'CCC/RR6'.

The company has agreed to exchange half ($400 million) of its old
$800 million, 4.5% convertible senior notes due 2023 for
$400 million, 4.25% new convertible senior notes due 2023.  This
exchange enhances the company's financial flexibility by extending
the first put date on the new securities to March 2012 from March
2008 (the second put date is extended to 2015 from 2013).  This
transaction also reduces the interest rate modestly (0.25%) on the
new notes. In addition, the notes are not considered
'participating' securities meaning that should the company pay a
common dividend it would not trigger the payment of contingent
interest.

The rating and Negative Outlook continue to reflect the heightened
operational and financial risk given an extended time frame for
the company's operational turn around.  The ratings continue to
reflect weak financial performance which has been driven by
ongoing material control weaknesses (which have yet to be
remedied) and operational challenges.  The company continues to
endure integration issues from its restructuring initiatives,
including major management changes.  Also, while the company has
reduced the high profile departures of major clients in 2006,
compared to 2005, Fitch recognizes that the nature of the
advertising agency business could expose the company to the risk
of sustained client losses.  These risks are balanced somewhat by
IPG's position in the industry as a leading global advertising
holding company, its diverse client base, and the progress it has
made recently toward winning new accounts (Walmart) and driving
organic growth within its existing client base.

IPG's liquidity position is supported by approximately
$1.5 billion in cash and equivalents at Sept. 30, 2006.  Net of
$220 million in letters of credit, the company has approximately
$530 million available under its $750 million enhanced liquidity
facility due June 15, 2009.  Fitch incorporates into its analysis
the meaningful working capital deficit (approximately
$1.3 billion) resulting from payables and accrued liabilities in
excess of receivables and Fitch expects that IPG will be free cash
flow negative in 2006.  Near-term flexibility is enhanced by the
minimal debt maturities IPG faces in 2007.  IPG's next meaningful
maturity is in 2008 when its $250 million floating-rate senior
unsecured notes come due and the $400 million convertible notes
not included in this exchange become putable by the note holders
for cash.

The Recovery Ratings and notching reflect Fitch's recovery
expectations under a distress scenario.  Fitch has used an
enterprise value analysis for these recovery ratings, given the
limited tangible asset base that exists for companies in the
advertising services industry.  The 'RR4' recovery rating for
IPG's bank facility, ELF notes and senior unsecured notes reflects
Fitch's belief that approximately 30%-50% recovery is realistic,
and the 'RR6' recovery rating for the preferred stock reflects
Fitch's estimate that negligible recovery would be achievable.


INTERPUBLIC GROUP: S&P Rates Proposed $400 Mil. Senior Notes at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' rating to the
proposed $400 million 4.25% convertible senior notes due 2023 of
Interpublic Group of Cos. Inc. (B/Watch Neg/B-3), which are being
issued on a private basis in exchange for the same principal
amount of its old, 4.5% convertible senior notes due 2023.

At the same time, the rating on these notes was placed on
CreditWatch with negative implications.  The new notes differ from
the old notes principally in the lower interest rate, an extension
of the date upon which they will be callable, and an extension of
the dates upon which they will be subject to repurchase at the
investor's option.

The ratings on the outstanding debt of Interpublic remain on
CreditWatch with negative implications, where they were placed on
March 22, 2006, as a result of declines in Interpublic's core
business and Standard & Poor's reduced confidence in the company's
prospects for cash flow generation.

"We expect to evaluate Interpublic's operating outlook and
business strategies within the next several weeks in order to
complete our CreditWatch review," Standard & Poor's credit analyst
Deborah Kinzer said.  "Rating downside is currently limited to one
notch."

                           Ratings List

                 Ratings Remaining on CreditWatch

Interpublic Group of Cos. Inc.

   Corporate Credit Rating                      B/Watch Neg/B-3
   Short-Term Credit Rating                     B-3/Watch Neg
   Senior Unsecured Debt                        B/Watch Neg

New Rating; CreditWatch/Outlook Action

  $400 Mil. 4.25% Sr. Unsec. Convertible Notes  B/Watch Neg


JP MORGAN: Fitch Puts BB+ Rating on $8.4MM Privately-Offered Class
------------------------------------------------------------------
Fitch rates J.P. Morgan Mortgage Acquisition Corp's asset-backed
pass-through certificates, series 2006-CHM1:

     -- $472.7 million, classes A-1 through A-5 'AAA';
     -- $20.9 million class M-1 'AA+';
     -- $25.5 million class M-2 'AA';
     -- $8.7 million class M-3 'AA-';
     -- $9.6 million class M-4 'A+';
     -- $8.7 million class M-5 'A';
     -- $7.8 million class M-6 'A-';
     -- $7.5 million class M-7 'BBB+';
     -- $6.3 million class M-8 'BBB';
     -- $7.2 million class M-9 'BBB-';
     -- $8.4 million privately offered class M-10 'BB+'.

The 'AAA' rating on the senior certificates reflects the 21.20%
total credit enhancement provided by the 3.50% class M-1, the
4.25% class M-2, the 1.45% class M-3, the 1.60% class M-4, the
1.45% class M-5, the 1.30% class M-6, the 1.25% class M-7, the
1.05% class M-8, the 1.20% M-9, the 1.40% privately offered class
M-10, and the initial and target overcollateralization of 2.75%.  
All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans, the integrity of the transaction's legal structure as
well as the capabilities of J.P. Morgan Chase as servicer, U.S.
Bank National Association as trustee and JPMorgan Chase Bank as
securities administrator.

The aggregate mortgage pool consists of adjustable-rate and fixed-
rate, first and second lien mortgage loans with a cut-off date
(Oct. 1, 2006) pool balance of $599,836,724.  Approximately 25% of
the mortgage loans are fixed-rate mortgage loans, 75% are
adjustable-rate mortgage loans and 100% are first lien mortgage
loans. The weighted average loan rate is approximately 7.852%.  
The weighted average remaining term to maturity is 341 months.  
The average principal balance of the loans is approximately
$180,131.  The weighted average combined loan-to-value ratio is
78.48%.  The properties are primarily located in Florida (19.93%),
California (11.40%), and New York (7.48%).

JPMorgan Chase Bank, National Association, a national banking
association originated all of the mortgage loans, either directly
or through an affiliate.

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


KINDER MORGAN: Moody's Rates Four Senior Credit Facilities at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned provisional ratings of Ba2 to
the senior secured credit facilities that are proposed to help
finance the management buy-out of Kinder Morgan, Inc.

The Ba2 rating is indicative of where Moody's currently expects
KMI's existing debt ratings to fall once the existing debt and the
new credit facilities are secured and guaranteed on a pari passu
basis as part of the financing related to the MBO.

The ratings of Kinder Morgan Energy Partners, L.P. -- KMI's master
limited partnership vehicle -- are likely to fall to Baa2 senior
unsecured/Prime-2 when and if the MBO occurs.  KMI subsidiary
Terasen Inc.'s Baa2 senior unsecured ratings are likely to be
downgraded to Ba2 in tandem with KMI's.

Moody's affirmed the ratings of Terasen's subsidiaries Terasen
Gas, Inc., Terasen Pipelines Inc., and equity investments Express
Pipeline Limited Partnership and Express Pipeline LLC.

A three-notch downgrade for KMI would reflect its debt doubling as
a result of the MBO.  Moody's estimates that KMI's debt-to-capital
on a tangible net worth basis will be well over 100% pro forma for
the transaction, leaving it the most weakly capitalized by that
measure among Moody's peer group of diversified gas companies.  

A one-notch downgrade for KMP, while reflecting increased
potential for event risk and financial pressure due to its
affiliation with a heavily-leveraged general partner sponsor,
would also acknowledge a meaningful amount of separateness between
the credits of these two entities.  KMP's financial metrics will
not be directly affected by the MBO.  As one of the largest master
limited partnerships in the U.S., Moody's believes that it remains
well positioned compared to its peers.

These companies' ratings remain under review for possible
downgrade until there is more certainty as to the consummation of
the MBO, which the company expects to occur in the first quarter
of 2007.  The definitive ratings ultimately assigned will be based
on the final terms of the financing, as well as a review of the
2007 KMI and KMP budgets that are currently being prepared.

"The provisional rating and other ratings according to our
guidance take into account the potential for some de-leveraging
from asset sales in the near term after the MBO closes," says
Moody's Vice President Mihoko Manabe.

In addition to the pending sale of its U.S. retail business for
$710 million, KMI has disclosed it is contemplating the sales of
its TransMountain subsidiary to KMP and a portion or all of its
Corridor subsidiary to a third party.  Moody's has assigned a
provisional rating to KMI's MBO debt, as denoted by in front of
the Ba2 rating, considering it highly likely that the Ba2 rating
will become final after all documents are received, and these
loans are placed in the market.  If for any reason the MBO is not
consummated, the provisional rating will be withdrawn.

Alternatively, if the terms and conditions of the financing change
materially from those in the current term sheet, the final rating
may be different from the provisional rating.

As a non-investment grade company, KMI would be assigned a first-
time Corporate Family Rating and its debt issues would be notched
according to Moody's loss given default methodology.  If at the
conclusion of the review the ratings hold at the current guidance,
KMI's CFR would be Ba2.  

The Ba2 indicated for its senior secured term loans and for the
existing senior unsecured debt that would be secured pari passu to
them will reflect the pledge of all of the company's U.S. assets
and subsidiaries. There is a minor amount of junior debt, a
subordinated TRUPS issue that will not be secured and would be
rated B1 under this methodology.

If KMI were to be assigned a CFR of Ba2, its Canadian intermediate
holding company Terasen Inc. would be assigned a CFR of Ba1. Under
the loss given default methodology, Terasen's senior unsecured and
subordinated debt would both be rated Ba2, due to their junior
position to a substantial amount of secured and unsecured debt of
its subsidiaries.  Terasen is assigned its own CFR to reflect a
default probability and credit that is distinct from KMI due to
the former's Canadian domicile, regulatory ringfencing, and the
structure of its joint-venture project-financed investments.  
Terasen's debt will not be secured. Terasen's higher CFR also
reflects closer proximity to highly rated operating subsidiaries
Terasen Gas, Inc. and Terasen Pipelines Inc., and equity
investments Express Pipeline Limited Partnership and Express
Pipeline LLC.

Moody's affirmed Express' ratings on the basis of the covenant
pattern and the fact that two-thirds of the asset is owned by
financially strong entities unrelated to KMI.  Moody's believes
that this should serve to insulate the project to a material
degree from any potentially adverse impact that might arise due to
KMI's weaker financial profile post-MBO.

Moody's also affirms the rating of Corridor.  While Moody's
understands that Corridor is likely to undergo a significant
expansion to accommodate the proposed expansion of the Athabasca
Oil Sands Project by 2009 or 2010, we expect that the terms of the
firm service transportation agreement with the AOSP shippers will
provide strong support for the financing of the pipeline expansion
in a manner consistent with the existing FSA.  While Moody's
expects that the construction phase of the expansion, like the
construction of the original pipeline, will be 100% debt financed,
on achieving commercial operations, Corridor's shareholders are
expected to contribute their deemed equity percentage as governed
by the FSA.

Moody's believes that both the existing and expansion FSAs will
limit the ultimate leverage at Corridor to the deemed debt level
percentages as governed by the FSA.  The rating agency believes
that there is a reasonable probability that KMI will pursue the
monetization of all or a portion of Corridor prior to the in-
service date which could significantly increase Corridor's ability
to raise the equity that will need to be injected once the
expansion reaches commercial operations.

Assignments:

   * Issuer: Kinder Morgan, Inc.

     -- Senior Secured Bank Credit Facility, Assigned (P)Ba2
     -- Senior Secured Bank Credit Facility, Assigned (P)Ba2
     -- Senior Secured Bank Credit Facility, Assigned (P)Ba2
     -- Senior Secured Bank Credit Facility, Assigned (P)Ba2

Headquartered in Houston, Texas, Kinder Morgan, Inc. and Kinder
Morgan Energy Partners, L.P. are midstream energy companies.


LAWRENCE MANNING: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lawrence W. Manning
        Patsy M. Manning
        4077 Norris Store Road
        Ayden, NC 28513

Bankruptcy Case No.: 06-03728

Chapter 11 Petition Date: November 14, 2006

Court: Eastern District of North Carolina (Wilson)

Debtors' Counsel: Trawick H Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Box 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' 14 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Bank of America/MBNA                        $39,195
P.O. Box 15027
Wilmington, DE 19850-5027

Chase                                       $16,377
P.O. Box 15298
Wilmington, DE 19850

Capital One                                 $10,474
P.O. Box 30285
Salt Lake City, UT 84130-0285

BB&T/Choice Visa                            $10,334
P.O. Box 6248
Sioux Falls, SD 57117

Discover                                     $9,897
P.O. Box 30943
Salt Lake City, UT 84130

BB&T BankCard Corp.                          $9,787

MBNA                                         $6,023

Bank of America - Delaware                   $5,572

Lowe's                                       $5,244

World Points/Bank of America                 $5,077

Bank of America - New Jersey                 $3,202

American Express                             $1,534

Lenoir County Tax                           Unknown

Pitt County Tax Collector                   Unknown


LB COMMERCIAL: Moody's Holds Junk Ratings on Two Certificates
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of 10 classes of LB Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 1998-
C4:

   -- Class A-1-b, $680,048,552, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class A-2, $332,234,160, Fixed, affirmed at Aaa
   -- Class B, $106,343,000, Fixed, affirmed at Aaa   
   -- Class C, $106,344,000, Fixed, affirmed at Aaa
   -- Class D, $121,535,000, Fixed, upgraded to Aaa from A2
   -- Class E, $30,384,000, Fixed, upgraded to Aa3 from Baa1
   -- Class F, $50,640,000, Fixed, upgraded to Baa1 from Ba1
   -- Class G, $45,576,000, Fixed, upgraded to Ba1 from Ba2
   -- Class H, $15,192,000, Fixed, affirmed at Ba3
   -- Class J, $20,255,000, Fixed, affirmed at B1
   -- Class K, $10,128,000, Fixed, affirmed at B3
   -- Class L, $15,192,000, Fixed, affirmed at Caa2
   -- Class M, $10,128,000, Fixed, affirmed at Caa3

As of the Oct. 15, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 23.3%
to $1.6 billion from $2 billion at securitization.  The
Certificates are collateralized by 250 loans ranging in size from
less than 1.0% to 13.4% of the pool, with the top 10 loans
representing 45.6% of the pool.  The pool consists of a large loan
shadow rated component, representing 33.1% of the pool, a conduit
component, representing 63.4% of the pool and a credit tenant
lease component, representing 3.5% of the pool.

Fifty-four loans, representing 22.6% of the pool, have defeased
and have been replaced with U.S. Government securities.  The
largest defeased loan is the Arden II Loan ($104.7 million -
6.7%), which is the third largest loan in the pool.  There is one
loan, representing 0.4% of the pool balance, in special servicing.
Moody's has estimated a loss of approximately
$1.5 million for the specially serviced loan.  Eight loans have
been liquidated from the pool resulting in realized aggregate
losses of approximately $16.0 million.  Fifty-nine loans,
representing 12.7% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2005 operating results for
98.5% of the performing loans excluding defeased assets and CTL
loans.  Moody's weighted average loan to value ratio for the
conduit component is 82.6%, compared to 88.1% at Moody's last full
review in Feb. 2005 and compared to 92% at securitization. Moody's
is upgrading Classes D, E, F and G due to increased subordination
levels, defeasance and stable overall pool performance.  Classes C
and D were upgraded on Aug. 2, 2006 and Class D was placed on
review for further possible upgrade based on a Q tool based
portfolio review.

The large loan component consists of five shadow rated loans.  The
largest shadow rated loan is the TRT Holdings Loan
($208.5 million - 13.4%), which is secured by five Omni Hotels
located in New York, Chicago and Texas.  The portfolio contains
1,858 rooms with the hotels ranging in size from 337 to
410 rooms.  The portfolio's RevPAR for calendar year 2005 was
$135.50, which represents a 17.6% increase since last review and
an increase of 6.3% since securitization.  The strongest performer
was the Omni Berkshire Place Hotel in New York City, which
experienced a 38.9% increase in RevPAR, from $191.5 at
securitization to $266.00 in calendar year 2005.  All of the five
hotels reported increases in net operating income since last
review ranging from 5.6% to 38.2%.  Overall, performance has
improved significantly since last review.

Moody's current shadow rating is Ba1, compared to Ba3 at last
review and compared to Baa1 at securitization.

The second largest shadow rated loan is the Mills Loan
($130.9 million - 8.4%), which is secured by a 1.2 million square
foot super regional mall located in Ontario, California.  The
property's performance has improved since securitization due to
increased rents, stable expenses and amortization.  The property
is 99.7% occupied, essentially the same as at securitization.

Moody's current shadow rating is A3, compared to A3 at last review
and compared to Baa3 at securitization.

The third largest shadow rated loan is the Fresno Fashion Fair
Mall Loan ($64.7 million - 4.2%), which is secured by a
900,000 square foot regional mall located in Fresno, California.
The property's performance has improved significantly since
securitization, largely due to its dominant market position.  Net
operating income has increased by approximately 22.0% since last
review and approximately 60.0% since securitization.  As of March
2006, the mall was 95.8% occupied, compared to 98.0% at
securitization.  The center is anchored by J.C. Penney, Macys and
Gottschalks.  

Moody's current shadow rating is Aa2, compared to A2 at last
review and compared to Baa3 at securitization.

The fourth largest shadow rated loan is the Bayside Loan
($55.7 million - 3.6%), which is secured by the Bayside
Marketplace, a 250,000 square foot specialty retail center located
in Miami, Florida.  Despite occupancy dropping to 83% as of March
2006 from 96.0% at securitization, the property's overall
performance has improved.  Moody's current shadow rating is Baa2,
compared to Baa3 at last review and compared to Ba1 at
securitization.

The fifth largest shadow rated loan is the Inland Portfolio Loan
($54.6 million - 3.5%), which is secured by a portfolio of 12
retail properties located in Illinois, Minnesota, Indiana and
Wisconsin.  The portfolio totals 1.2 million square feet.
Occupancy is currently 96%, compared to 94% at last review and
compared to 98.0% at securitization.  The loan is interest only
through the Anticipated Repayment Date of Oct. 1, 2008.

Moody's current shadow rating is Baa1, compared to Baa2 at last
review and compared to A3 at securitization.

The top three non-defeased conduit loans represent 3.9% of the
pool.  The CTL component includes 25 loans secured by properties
under bondable leases.  The largest CTL exposures are CVS, Kmart
and Food Lion.  The weighted average shadow rating for the CTL
component is Ba2, compared to Baa3 at securitization.


The pool collateral is a mix of retail, U.S. Government
securities, hotel, multifamily and mobile home, office, CTL
industrial and self storage and healthcare.  The collateral
properties are located in 33 states and Puerto Rico.  The highest
state concentrations are California, Texas, New York, Florida, and
Illinois.  All of the loans are fixed rate.


LINCO DEVELOPERS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Linco Developers, LLC
        6325 Kimberly Mll Road
        College Park, GA 30349

Bankruptcy Case No.: 06-74485

Chapter 11 Petition Date: November 7, 2006

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: Nathaniel H. Blackmon, III, Esq.
                  The Blackmon Law Firm LLC
                  1785 Park Place Boulevard, Suite 209
                  Stone Mountain, GA 30087

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

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


LONG BEACH: Moody's Rates Class B Subordinate Certificates at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a rating of Aaa to the senior
certificates issued by Long Beach Mortgage Loan Trust 2006-10, and
ratings ranging from Aa1 to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by Long Beach Mortgage Company
originated adjustable-rate and fixed-rate subprime mortgages.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination, overcollateralization,
excess spread, an interest rate swap agreement provided by ABN
AMRO Bank N.V.

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

Washington Mutual Bank will act as a servicer.  Moody's has
assigned Washington Mutual its servicer quality rating of SQ2 as a
primary servicer of subprime loans.

These are the rating actions:

   * Issuer: Long Beach Mortgage Loan Trust 2006-10

                     Cl. I-A, Assigned Aaa
                     Cl. II-A1, Assigned Aaa
                     Cl. II-A2, Assigned Aaa
                     Cl. II-A3, Assigned Aaa
                     Cl. II-A4, Assigned Aaa
                     Cl. M-1, Assigned Aa1
                     Cl. M-2, Assigned Aa2
                     Cl. M-3, Assigned Aa3
                     Cl. M-4, Assigned A1
                     Cl. M-5, Assigned A2
                     Cl. M-6, Assigned A3
                     Cl. M-7, Assigned Baa1
                     Cl. M-8, Assigned Baa2
                     Cl. M-9, Assigned Baa3
                     Cl. M-10,Assigned Ba1
                     Cl. B, Assigned Ba2

The Class B certificates were sold in privately negotiated
transactions without registration under the Securities Act of 1933
under circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under Rule 144A.


LORECE WRIGHT: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Lorece Wright
        162 West Del Amo
        Long Beach, CA 90805

Bankruptcy Case No.: 06-15911

Chapter 11 Petition Date: November 14, 2006

Court: Central District Of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: William H. Brownstein, Esq.
                  William H. Brownstein and Associates, P.C.
                  1250 Sixth Street, Suite 205
                  Santa Monica, CA 90401
                  Tel: (310) 458-0048
                  Fax: (310) 576-3581

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
First Franklin Loan Services               $272,079
5200 Lanershim Boulevard, Suite 740        Secured:
North Hollywood, CA 91501                  $367,921

Octavia Jones                              $150,000
723 123rd Street
Los Angeles, CA 90044

Winetta Walden                              $70,000
1040 West 91st Street, Suite 7
Los Angeles, CA 90044

Ivy Jean Levy                               $40,000
P.O. Box 2173
Apple Valley, CA 92307

Union Bank of California NALRU              $20,000
1777 P.O. Box 85443
San Diego, CA 92186-5443

Desiree Crossley                            $20,000

Patricia Tillman                            $12,000

Reginald Wright                             $10,000

Roland Harris                                $5,000

Anthony Wright                               $4,800


MASTR ASSET: Moody's Reviews Class M-11 Certificates' Rating
------------------------------------------------------------
Moody's has placed under review for possible downgrade one class
of MASTR Asset Backed Securities Trust 2006-FRE2 securitization.

The transaction, issued in 2006, is backed by first and second
lien adjustable- and fixed-rate mortgage loans.  The projected
pipeline loss has increased over the past few months and may
affect the credit support for this certificate.  The certificate
is being placed on review for downgrade based on the fact that the
bonds' current credit enhancement levels, including excess spread,
may be too low compared to the current projected loss numbers for
the current rating level.  The securitization is backed by Fremont
Investment & Loan originated, adjustable-rate (91%) and fixed-rate
(9%), subprime mortgage loans acquired by UBS Real Estate
Securities Inc.

Under review for possible downgrade:

   * Issuer: MASTR Asset Backed Securities Trust

     -- Series 2006-FRE2, Class M-11, current rating Ba2, under
        review for possible downgrade;


MAYCO PLASTICS: Panel Hires Grant Thornton as Financial Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan,
Southern Division, has authorized the Official Committee of
Unsecured Creditors appointed in Mayco Plastics Inc. and
Stonebridge Industries Inc.'s bankruptcy cases to retain Grant
Thornton LLP as its financial advisor, nunc pro tunc to
Oct. 1, 2006.

Grant Thornton will:

     a) assist in the review of reports or filings as required by
        the Bankruptcy Court or the Office of the United States
        Trustee, including, but not limited to, schedules of
        assets and liabilities, statements of financial affairs
        and monthly operating reports;

     b) evaluate the Debtors' financial information, including,
        but not limited to, the analyses of cash receipts and
        disbursements, financial statement items and proposed
        transactions for which Bankruptcy Court approval is
        sought;

     c) evaluate and analyze the reporting regarding cash
        collateral and any debtor-in-possession financing  
        arrangements and budgets;

     d) evaluate potential employee retention and severance plans;

     e) assist with the identification and implementation of asset
        redeployment opportunities;

     f) analyze the assumption and rejection issues regarding
        executory contracts and leases;

     g) evaluate and analyze the Debtors' proposed business plans
        and the business and financial condition of the Debtors
        generally;

     h) assist in evaluating reorganization strategy and
        alternatives available to the creditors;

     i) evaluate and critique of the Debtors' financial
        projections and assumptions;

     j) evaluate enterprise, asset and liquidation valuations;

     k) give advice and assistance to the Committee in
        negotiations and meetings with the Debtors and the bank
        lenders;

     l) litigate consulting services and expert witness testimony
        regarding confirmation issues, avoidance actions or other
        matters; and

     n. provide other advisory services as requested by the
        Committee or its counsel to assist the Committee in these
        Chapter 11 cases.

The current hourly rates for Grant Thornton's personnel are:

        Designation                           Hourly Rate
        -----------                           -----------
        Principal/Partner                        $500
        Director/Senior Manager                  $460
        Manager                               $300 - $395
        Senior Associate                      $200 - $265
        Associate                             $165 - $175
        Administrative                         $75 - $120

Martha E. M. Kopacz, at Grant Thornton, assures the Court that her
firm does not hold any interest adverse to the Debtors estates and
is "disinterested person" as that term is defines in Section
101(14) of the Bankruptcy Code.

Grant Thornton can be reached at:

         Grant Thornton LLP
         Edward E. Nusbaum
         Chief Executive Officer
         175 West Jackson Boulevard
         20th Floor
         Chicago, IL 60604
         Phone: 312.856.0200
         Fax: 312.602.8099

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


MAYCO PLASTICS: Wants to Borrow Funds from PNC and Fifth Third   
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
will convene a hearing at 11:00 a.m. tomorrow, Nov. 17, 2006, to
consider Mayco Plastics Inc. and Stonebridge Industries Inc.'s
request to obtain post-sale funding from PNC Bank and Fifth Third
Bank, their Prepetition Lenders.

The Debtors want to borrow money from the Prepetition Lenders to
pay for chapter 11 administration costs and to pursue the
collection of prepetition collateral during the 60-day transition
period wherein NJT Enterprises, LLC, will determine which of the
Debtors' executory contracts and unexpired leases it will assume.  

NJT Enterprises had acquired substantially all of the Debtors'
assets, free and clear of liens, for $5.5 million.  The sale
closed on Oct. 20, 2006.  NJT Enterprises also agreed to
separately pay for the Debtors' useable and merchantable inventory
that is not older than 30 days, along with service parts that it
chooses to purchase.

The $14.5 million Debtor-in-Possession revolving working capital
line of credit provided by Citizens Bank terminated upon the
closing of the sale to NJT Enterprises.

Funds will be disbursed to the Debtors pursuant to a ten-week
budget.  A copy of the budget is available for free at:

            http://researcharchives.com/t/s?1525

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


METABOLIFE INTERNATIONAL: Ideasphere Acquires Non-Ephedra Brands
----------------------------------------------------------------
Ideasphere Inc. closed a transaction on Nov. 7 to acquire certain
assets of Metabolife International Inc.  The amount was not
disclosed.

Metabolife, based in San Diego, has been operating under Chapter
11 bankruptcy protection since July.

Key assets acquired by Ideasphere include:

   -- the company's core non-ephedra brands:

      * Metabolife Ultra,
      * Metabolife Complete,
      * Metabolife Ultra Caffeine Free, and
      * Metabolife Green Tea Formula;

   -- a state-of-the-art powder and tablet manufacturing facility
      located in Orem, Utah; and

   -- a distribution center in Memphis.  

The products will continue to be marketed under the Metabolife
brand, which will operate as a separate division within ISI.

"These Metabolife assets are a great fit with our current
operations and product lines," ISI president Mark Fox said.

"In addition to expanding our manufacturing, distribution and
customer service capacity, Metabolife provides us with a platform
to expand distribution on a global scale."

Mr. Fox said Ideasphere is planning to enter the Asian market,
including India and China, sometime in 2006.

The acquisition of the Metabolife assets is part of a strategic
plan to build the ISI portfolio of nutritional and natural
products and brands dedicated to supporting and promoting healthy
lifestyles:

    * The addition of Metabolife's state of the art Alpine
      laboratory and process engineering facilities significantly
      increases ISI's capabilities and speed of new product
      development.

    * The added capacity of the Alpine plant in Orem, located
      within minutes of the existing Twinlab plant in American
      Fork, will increase ISI's production capacity by billions of
      dose forms of tablets and powders.

    * The Alpine facility is producing in excess of 80 million
      tablets a month with a single shift, and with the combined
      capacity ISI becomes a leading producer of dietary
      supplements in all of the major dose forms of capsules,
      tablets and powders.

"We will immediately integrate these assets and facilities into
our operations," Mr. Fox said.

"One of our top priorities for the first quarter of 2006 is to
develop new products, and the Alpine manufacturing facilities will
become our center for research and development."

"Metabolife has built up a strong consumer following and the brand
is well-entrenched in the mass channel," Mr. Fox said.

"We plan to continue marketing current mass products under the
Metabolife brand, and will develop new product offerings to expand
both the Metabolife line as well as the Twinlab line of vitamins,
minerals and supplements."

                       About Ideasphere Inc.

Ideasphere Inc. with offices in New York and American Fork, Utah,
was launched in 2001 to create a company that offers consumers "a
one-stop wellness solution" through an integrated combination of
nutritional products, science-based content and information, and
healthy lifestyle programs and services.  ISI is currently
comprised of several SBUs:

    * Twinlab Corporation manufactures and distributes high
      quality, science based nutritional supplements, and
      performance products.

    * Nature's Herbs and Alvita Teas provide and manufacture
      herbal teas for more than 75 years.

    * Rebus LLC is a consumer health and science content developer
      and publisher.

                  About Metabolife International

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.


MICROVISION INC: Inks Underwriting Pact with MDB Capital Group
--------------------------------------------------------------
Microvision Inc., filed with the Securities and Exchange
Commission a prospectus supplement relating to its shelf
registration statement.

The prospectus supplement together with the related base
prospectus contemplate the sale of 3,317,567 shares of the
Company's common stock pursuant to an underwriting agreement with
MDB Capital Group, LLC.  The public offering price for each share
will be $2.39 and each share will be sold to the underwriter at
the public offering price less an underwriting discount of 7.5%.  
The Company expects to receive approximately $7,928,985.13 in
gross proceeds from the offering.

The SEC, on Sept. 8, 2005, declared effective the registration
statement on Form S-3 of the Company, which permitted the issue of
shares of the Company's common stock, preferred stock and warrants
to purchase securities of the Company up to a combined amount of
$35,000,000.

A full text-copy of the underwriting agreement may be viewed at no
charge at http://ResearchArchives.com/t/s?1521

Headquartered in Redmond, Wash., Microvision Inc.,
-- http://www.microvision.com/-- develops high-resolution  
displays and imaging systems based on the company's proprietary
silicon micro-mirror technology.  The company's technology has
applications in a broad range of military, medical, industrial,
professional and consumer products.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on April 6, 2006,
PricewaterhouseCoopers LLP in Seattle, Washington, raised
substantial doubt about Microvision's ability to continue as a
going concern after auditing the company's consolidated financial
statements and its internal control over financial reporting as of
Dec. 31, 2005.  The auditor pointed to the company's losses since
inception, accumulated deficit, and need for additional financial
resources to fund its operations at least through Dec. 31, 2006.


MORINE INC: Case Summary & Three Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Morine, Inc.
        fka Gold's Gym Bloomington, Inc.
        fka Morgan & Grimshaw Enterprises, Inc.
        1121 East Shelbourne
        Normal, IL 61761

Bankruptcy Case No.: 06-71639

Type of Business: Gold's Gym operates fitness and bodybuilding
                  centers, with over 650 facilities in 45 states
                  and 23 countries.
                  See http://www.goldsgymbloomington.com/

Chapter 11 Petition Date: November 15, 2006

Court: Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: Jonathan A. Backman, Esq.
                  117 North Center Street
                  Bloomington, IL 61701
                  Tel: (309) 820-7420
                  Fax: (309) 820-7430

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
MMA II, LLC                                            $3,800,000
c/o Jeffrey Richardson, Esq.                               Value:
135 South Water Street, Suite 444                      $5,780,000
Decatur, IL 62525                                      Unsecured:
                                                       $3,100,000

CEFCU                              Non-purchase          $212,073
c/o Kevin D. Schneider, Esq.       Money Security
411 Hamilton Boulevard
Peoria, IL 61602

McLean Commercial Corporation                             $30,000
405 North Hershey Road
Bloomington, IL 61704


MOTIVNATION INC: Files Amended Financial Statements
---------------------------------------------------
MotivNation Inc. delivered an amended annual report for the year
ended Dec. 31, 2005, and quarterly reports for the three months
ended March 31, 2006, and June 30, 2006, with the Securities and
Exchange Commission to incorporate certain revisions that have
been made to MOVT's disclosures and the presentation of MOVT's
financial statements, in response to the SEC's comments issued on
Aug. 30, 2006.

The Company restates three sections of its annual and quarterly
reports:

   -- Item 3. Legal Proceedings
   -- Item 6. Management Discussion and Analysis or Plan of
              Operation
   -- Item 7. Financial Statements

The Company's Statement of Operations showed:

                               For the period ended
                ------------------------------------------------
                       Year         Quarter      Quarter   
                     12/31/05       03/31/06     06/30/06  
                   -----------     ---------    ----------
Revenue             $3,286,523      $491,903      $536,695

Net (Loss)         ($1,470,051)  ($1,867,794)    ($320,183)

The Company's Balance Sheet showed:

                               For the period ended
                   ---------------------------------------------
                          Year       Quarter       Quarter
                        12/31/05     03/31/06      06/30/06
                       ----------    ----------    ---------
Current Assets           $381,757    $1,601,347    $1,316,865

Total Assets             $988,078    $2,207,220    $1,952,966

Current
Liabilities            $1,062,759      $792,657      $853,193

Total
Liabilities            $1,977,811    $4,854,501    $4,868,272

Total
Stockholders'
Equity (Deficit)        ($989,733)   $2,647,281    $1,952,966

Full-text copies of the company's financial statements are
available for free at:

   Year Ended
   Dec. 31, 2005          http://researcharchives.com/t/s?151e

   First quarter ended
   March 31, 2006         http://researcharchives.com/t/s?151f

   Second quarter ended
   June 30, 2006          http://researcharchives.com/t/s?1520

                        Going Concern Doubt

Spector & Wong, LLP, in Pasadena, California, raised substantial
doubt about MotivNation 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 recurring losses, substantial
working capital and stockholders' deficit and negative cash flows
from operations.

Headquartered in Irvine, California, MotivNation Inc. --
http://www.motivnation.com/-- engages in customizing motorcycles  
and automobiles for individuals and provides custom parts and
accessories for independent dealers and manufacturers.


MUSHIN INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Mushin, Inc.
        dba C5 Fitness
        4800 Linglestown Road, Suite 101
        Harrisburg, PA 17112

Bankruptcy Case No.: 06-02613

Type of Business: The Debtor operates a full-service fitness
                  Center.  See http://www.c5fitness.com/

Chapter 11 Petition Date: November 15, 2006

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  Cunningham and Chernicoff P.C.
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
ADSCO Industrial Services          Trade Debt             $18,395
891 Eisenhower Boulevard
Harrisburg, PA 17111

Jani-King of Raleigh/Durham        Trade Debt             $10,952
801 Jones Franklin Road
Suite 230
Raleigh, NC 27606

Verizon Directories Corp.          Trade Debt              $6,037
Account Receivable Department
DFW Airport, TX

American Express                   Trade Debt              $5,954
P.O. Box 360001
Fort Lauderdale, FL 33336-0001

PP&L Electric Utilities            Trade Debt              $5,849
P.O. Box 25222
Lehigh Valley, PA 18002-5222

Toshiba America Info Sys Inc.      Trade Debt              $5,288

Standard Funding Corp.             Trade Debt              $5,193

Bellsouth Advertising and          Trade Debt              $5,134
Publishing

Sport Supplements                  Trade Debt              $4,414

In Gear Cycling & Fitness, Inc.    Trade Debt              $4,351

Derr's Landscaping                 Trade Debt              $4,256

The Lamar Companies                Trade Debt              $4,100

UGI Utilities, Inc.                Trade Debt              $3,659

Ronald P. Dreese & Associates      Trade Debt              $3,551

Keystone Business Support          Trade Debt              $3,423

C.W. Fritz Co.                     Trade Debt              $3,406

The Cappuccino Connection          Trade Debt              $3,331

Manifest Funding Services          Trade Debt              $3,302

Sanitary Maintenance Building      Trade Debt              $3,229

Voicescapes, Inc.                  Trade Debt              $3,049


MUSICLAND HOLDING: Panel Wants to Recover Fraudulent Transfers
--------------------------------------------------------------
Pursuant to Sections 547, 548, 550 and 551 of the Bankruptcy
Code, the Official Committee of Unsecured Creditors in Musicland
Holding Corp. and its debtor-affiliates' chapter 11 cases, seeks
to avoid and recover certain preferential and fraudulent transfers
made by the Debtors to 20 secured trade creditors.

Prior to filing for bankruptcy, the Debtors ordered and received
goods from the Secured Trade Creditors.  Mark S. Indelicato, Esq.,
at Hahn & Hessen LLP, in New York, discloses that within 90 days
prior to the Petition Date, certain of the Debtors made monetary
transfers and returned various goods to and for the benefit of the
Creditors.

Mr. Indelicato asserts that the Transfers constitute preferential
and fraudulent transfers for these reasons:

   (a) The Transfers were made within 90 days before the Petition
       Date;

   (b) The Transfers constitute an interest in the Debtors'
       property;

   (c) The Transfers were made for or on account of antecedent
       debts owed to the Creditors by one or more of the Debtors
       before the Transfers were made;

   (d) The Transfers were made while the Debtors were insolvent;

   (e) The Transfers enabled the Creditors to receive more than
       what they would have receive if:

          (i) the Debtors' cases were under Chapter 7 of the
              Bankruptcy Code;

         (ii) the Transfers had not been made; and

        (iii) the Creditors received payment on account of the
              debt paid by the Transfers to the extent provided
              by the provisions of the Bankruptcy Code; and

   (f) The Debtors received less than a reasonably equivalent
       value in exchange for the Transfers.

As part of the Debtors' business relationship with the Creditors,
the Debtors were entitled to take certain deductions or
chargebacks that arose from price protection programs, advertising
programs and other incentives, Mr. Indelicato states.

The Creditors are parties to certain Price Protection Programs and
Advertising Programs and have breached their obligations by
failing to remit payment to the Debtors' estates for credits
earned by and owed to the Debtors, Mr. Indelicato adds.

Moreover, the Creditors owe debts to the Debtors' estates pursuant
to the postpetition Price Protection and Advertising Programs,
Mr. Indelicato says.  "All or part of the sums due and owing from
the [Creditors] to the Debtors constitute property of the Debtors'
respective estates, which [the Creditors] are required to turnover
to the Debtors pursuant to Section 5429b) of the Bankruptcy Code."

Mr. Indelicato emphasizes that the Creditors are not entitled to
offset the postpetition amounts due to the Debtors' estates under
the Price Protection and Advertising Programs against any
prepetition debt owed by the Debtors.

The Committee asks the U.S. Bankruptcy Court for the Southern
District of New York to:

   (a) avoid the Transfers;

   (b) to the extent the Creditors possess filed or scheduled
       claims against the Debtors which have not been transferred
       or assigned to an unrelated party who is not a member of
       the Secured Trade Creditors Committee, disallow the
       Creditors' Claims until the Transfers are repaid in full
       to the Debtors;

   (c) in relation to the Transfers, enter judgment in favor of
       the Committee and against the Creditors in these amounts,
       plus interest at the legal rate from the date of the
       Transfers, together with all costs of the lawsuit:

       Creditor                                        Amount
       --------                                        ------
       Bertelsmann Music Group, Inc.                 $1,643,880
       Sony BMG Music Distribution

       Caroline Records Inc.                            708,087

       EMI Music Inc.                                 3,718,940

       Paramount Home Entertainment, Inc.             6,163,153
       Paramount Pictures Corporation

       RED Distribution, Inc.                           855,806
       RED Distribution, LLC

       Sony Music Entertainment Inc.                  2,989,911

       Sony Home Entertainment, Inc.                  5,149,433
       Sony Pictures Home Entertainment, Inc.

       Twentieth Century Fox Home Entertainment LLC  14,608,033
       Twentieth Century Fox Home Entertainment, Inc.

       Universal Music Group                         10,134,372
       Universal Music Group Distribution, Corp.

       V.P.D. IV, Inc.                                1,698,875
       Video Products Distributors, Inc.

       Warner/Elektra/Atlantic Corporation            4,586,393
       WEA Corporation, WEA Inc.

   (d) enter judgment in favor of the Committee and against the
       Creditors for amounts due and outstanding to the Debtors'
       estates under the postpetition Price Protection and
       Advertising Programs:

       Creditor                                         Amount
       --------                                         ------
       Paramount Home Entertainment, Inc.              $304,545
       Paramount Pictures Corporation

       Sony Home Entertainment, Inc.                    472,278
       Sony Pictures Home Entertainment, Inc.

       Twentieth Century Fox Home Entertainment LLC     657,149
       Twentieth Century Fox Home Entertainment, Inc.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 21; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MUSICLAND HOLDING: Walks Away from Calhoun Beach Lease Contract
---------------------------------------------------------------
Musicland Holding Corp. and its debtor-affiliates inform the U.S.
Bankruptcy Court for the Southern District of New York that they
are rejecting their residential real property lease contract with
the Community Management Team of the Calhoun Beach Club, effective
as of Oct. 31, 2006.

As reported in the Troubled Company Reporter on June 6, 2006,
pursuant to Sections 365 and 554 of the Bankruptcy Code, the
Debtors obtained the Court's approval of expedited procedures for
rejecting executory contracts and unexpired personal and
residential real property leases.

The Debtors will no longer require many of the properties, goods
and services they obtained under various executory contracts and
unexpired leases to which they were party after the closing of the
Trans World Entertainment Corporation sale.

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)


NASH FINCH: Moody's Junks Rating on $322 Mil. Subordinated Notes
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Nash Finch
Company, including the corporate family rating to B2 from B1.

The rating outlook is negative.  

The downgrade was prompted by softening operating performance and
Moody's concern that new strategic initiatives could cause
disruption that might further pressure market position and credit
metrics over the near term.

Ratings lowered:

   -- Corporate Family Rating to B2 from B1

   -- Probability of Default Rating to B2 from B1

   -- $125 million senior secured revolving credit agreement to
      B2, LGD4, 53% from B1, LGD4, 54%

   -- $1759 million senior secured term loan to B2, LGD4, 53%
      from B1, LGD4, 54%

   -- $322 million convertible subordinated notes to Caa1, LGD6,
      91% from B3, LGD6, 91%

Credit metrics going forward are likely to weaken as a result of
Nash Finch's softer than anticipated operating performance.  In
the recent third fiscal quarter, both sales and margins fell in
its wholesale and retail segments.  The wholesale distribution
segment experienced customer attrition and lower sales to existing
customers.  The retail segment was impacted by store closures and
a 1.8% decrease in comparable store sales.

Nash Finch anticipates that it may not meet its total leverage
covenant at the end of the fourth quarter, and is negotiating an
amendment to its bank agreement.  The company has formulated new
strategic initiatives, including potential consolidation of
distribution centers and potential closing of retail stores, to
boost sales and margins in its challenged wholesale and retail
segments.  These initiatives could cause disruption that might
further pressure operating results.

The B2 corporate family rating reflects Moody's concern that the
competitive challenges facing the company may intensify in coming
years and that strategic and organizational changes may impact
near term efficiency.

The ongoing SEC inquiry poses a major element of uncertainty.
Important qualitative elements consistent with the rating include
the company's challenged position within the grocery retailing and
distribution industry that has Ba and B characteristics, and its
past aggressive financial policy for dividends and debt financed
acquisitions that scores at the B level.

Moody's believes that competitive pressures on the company and its
supermarket customers will remain intense as stronger operators
like Wal-Mart continue to develop Supercenters in Nash Finch's
trade areas. Key historical quantitative measures -- such as
leverage, interest coverage, operating cash flow coverage, and
scale -- have high non-investment grade attributes.  The
expectation of improved Board oversight and stability within
senior management, as well as resolution of the SEC inquiry
related to possible insider stock trading by former company
officers, are also important rating factors.

The negative rating outlook reflects Moody's concern that the
outcome of the SEC inquiry could have consequences for the
company.  Ratings could be lowered if Nash Finch's competitive
position erodes further such that sales continue to fall in the
wholesale and retail divisions and reported EBITDA margin declines
to 2% or lower.  Diminished liquidity profile, the inability to
efficiently execute new strategic initiatives or significant cash
consequences from the SEC inquiry could also result in a
downgrade.  The rating outlook could stabilize upon the benign
resolution of the SEC inquiry combined with the likelihood that
reported EBITDA margin, adding back non-cash charges, can be
sustained at or above 3%.

Headquartered in Edina, Minnesota, Nash Finch Company is a leading
grocery distributor to retailers and military commissaries and
operates 69 supermarkets in the upper Midwest and Great Plains
regions.  Revenue for the 12 months ending June 2006 was $4.7
billion.


NATIONAL ENERGY: Court Moves Claim Inclusion Date to February 15
----------------------------------------------------------------
At the La Paloma and Lake Road Lenders' behest, the United States
Bankruptcy Court for the Middle District of Maryland extended the
time during which National Energy & Gas Transmission Inc. is
required to maintain sufficient funds in a disputed claims reserve
to cover all Additional Claim Amounts, until Feb. 15, 2007.

As reported in the Troubled Company Reporter on Oct. 16, 2006, the
steering committees for the Lake Road and La Paloma project credit
facilities, acting for and on behalf of certain syndicates of
lenders to the Lake Road and La Paloma power projects, asked the
Bankruptcy Court to extend a June 19, 2006 Order Authorizing
Inclusion of Disallowed Claims through Oct. 2, 2006.

The Lenders were seeking allowance of additional Class 3 Lake Road
and La Paloma Project Guarantee Claim amounts consisting of the
Interest Claim aggregating $90,872,298 in Tranche A loan interest
accrued by non-debtor project companies, and Expenses Claim
amounting to $10,616,673.  

The U.S. District Court for the District of Maryland had affirmed
the Bankruptcy Court's disallowance of the Interest Claim, but
reversed the disallowance of the Expenses Claim and remanded for
further proceedings.  The Bankruptcy Court scheduled a trial on
the Expenses Motion for Jan. 27, 2007.

As required, National Energy & Gas Transmission Inc. maintains
a reserve for disputed claims from which to make distributions
should they ultimately become Allowed claims.  However, the
Debtor declined to reserve for the Interest Claim.  The Bankruptcy
Court ordered the Debtor to maintain sufficient funds in the
reserve for the Interest Claims, but only through Oct. 2, 2006.  

District Court Judge Alexander Williams denied the Lenders' motion
certifying the Interest Claim for an immediate appeal, holding
that factual issues regarding the Expenses Claim should be
resolved first.  

The Lenders sought leave from the District Court to pursue, on an
expedited basis to the U.S. Court of Appeals for the Fourth
Circuit, an immediate appeal from the District Court's ruling.

Patricia A. Borenstein, Esq., at Miles & Stockbridge P.C., in
Baltimore, Maryland, argued that the Interest Claim ruling means
the Lenders would be unable to pursue the matter until the end of
January 2007, at the earliest.

"If the [Bankruptcy] Court does not further extend the order
compelling the Debtor to maintain the reserve, then, the Lenders
face the real risk that a premature distribution by the Debtor
would moot the Lenders' legitimate appeal," Ms. Borenstein said.

Ms. Borenstein maintained there is serious risk that by the time
the Lenders have the opportunity to appeal the District Court
Order with regard to the Interest Claim, the Debtor will no
longer have sufficient funds to cover the Interest Claim, if it
is eventually allowed.

Accordingly, the Lenders sought an order for the Debtors to
maintain sufficient funds in the reserve to ensure a full ratable
distribution on the additional claim amounts until the resolution
of the appeal of the Interest Claim to the Fourth Circuit.

                    NEGT Objects to Extension

Although the Project Lenders carefully avoid using the term
"Motion for Reconsideration" to describe their request, that is
precisely what the Motion is, Matthew A. Feldman, Esq., at
Willkie Farr & Gallagher LLP, in New York, told Judge Mannes.  
Thus, pursuant to Rule 59(e) of the Federal Rules of Civil
Procedure, the Motion was required to be made not later than 10
days after the date of entry of the Extension Order, or June 29,
2006.  Moreover, pursuant to Rule 9006(b)(2) of the Federal Rules
of Bankruptcy Procedure, the Bankruptcy Court has no discretion
to enlarge that deadline, even if in the presence of equitable or
other grounds for doing so which, in any event, do not exist
here.

Because the Motion lacks merit even without consideration of its
lack of timeliness, the Motion must be denied, Mr. Feldman said.

Even if the Project Lenders' request is not a motion for
reconsideration, the Lenders are collaterally estopped from
seeking the relief sought in the Motion, Mr. Feldman argued.

                  Steering Committees Talk Back

The Steering Committees of the Project Lenders averred that NEGT's
"doctrine of collateral estoppel" argument should be overruled
stating that the request for extension did not ask the Bankruptcy
Court to reconsider a prior order.

The Steering Committees noted that the extension request merely
asked the Bankruptcy Court to enlarge the time, as set in the
June 19 Order, during which NEGT is required to maintain
sufficient funds in the Disputed Claims Reserve to cover all
Additional Claim Amounts.

                      About National Energy

Bethesda, MD-based PG&E National Energy Group Inc. nka National
Energy & Gas Transmission Inc. -- http://www.pge.com/--
develops, builds, owns and operates electric generating and
natural gas pipeline facilities and provides energy trading,
marketing and risk-management services.  The Company and six of
its affiliates filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  When the Company filed for
protection from its creditors, it listed $7,613,000,000 in assets
and $9,062,000,000 in debts.  NEGT received bankruptcy court
approval of its reorganization plan in May 2004, and emerged from
bankruptcy on Oct. 29, 2004.  

NEGT's affiliates -- NEGT Energy Trading Holdings Corp., NEGT
Energy Trading - Gas Corporation, NEGT ET Investments Corp., NEGT
Energy Trading - Power, L.P., Energy Services Ventures, Inc., and
Quantum Ventures -- filed their First Amended Plan and Disclosure
Statement on March 3, 2005, which was confirmed on Apr. 19, 2005.  
Steven Wilamowsky, Esq., and Jessica S. Etra, Esq., at Willkie
Farr & Gallagher LLP represent the ET Debtors.  

On Nov. 6, 2006, Judge Mannes entered a final decree closing
Quantum Ventures' Chapter 11 case with its estate having been
fully administered.

(PG&E National Bankruptcy News, Issue No. 67; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


NEENAH FOUNDRY: Moody's Holds Junk Rating on $100 Mil. Senior Note
------------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family rating of
Neenah Foundry Company at B2, its Probability of Default rating at
B2; and the senior subordinated notes, at Caa1.

Moody's also raised the rating on the existing senior secured
second lien notes, to B2 from Caa1; and withdrew the ratings on
the proposed senior secured notes based on Neenah's disclosure
that it has terminated its cash tender offer and consent
solicitation with respect to the planned refinancing of its
existing senior secured second lien notes.

The ratings continue to reflect the company's improved operating
performance and credit metrics in a cyclical industry, and the
potential for some weakening of performance in 2007.  Moody's
believes that Neenah's production of certain large castings used
in commercial vehicles could weaken during 2007, if new emission
control regulations which come into effect dampen overall demand
for large commercial vehicles.

The rating outlook remains stable.  The stable outlook reflects
the company's potential to weather downturns in the heavy truck
market due to its diversified revenue mix which includes exposure
to a number of end markets.

This diversification should help mitigate weaker demand from
commercial vehicle customers and enable Neenah to sustain
financial metrics that are supportive of the B2 rating. Neenah is
expected to expand its capital spending program during 2007, and
in the face of potentially weaker operating trends, this added
spending could constrain free cash flow generation.  The
refinancing would have enhanced Neenah's liquidity profile and
provided the company with greater financial flexibility to support
its spending needs if operating trends result in weaker cash flow.  
While Neenah's liquidity profile remains adequate, in the absence
of the refinancing, the company's financial flexibility is
diminished.

Affirmed ratings:

   -- B2 Corporate Family Rating;

   -- B2 Probability of Default Rating;

   -- $100 million of unsecured senior subordinated notes due
      2013, at Caa1 with LGD assessment revised to LGD5, 85%
      from LGD6, 97%

Ratings raised:

   -- $133.1 million of guaranteed second-lien senior secured
      notes due 2010, to B2, LGD3, 46% from Caa1, LGD5, 79%

Ratings withdrawn:

   -- $300 million of senior secured notes, to be initially
      issued under Rule 144A with registration rights, B2, LGD4,
      57%

The last rating action was Oct. 11, 2006 when ratings were
assigned to the $300 million of senior secured notes that were to
fund the company's refinancing.  At that time the rating on the
company's existing $133.1 million of guaranteed second-lien senior
secured notes was lowered to Caa1.  Those notes, which were
subject to a tender and consent solicitation, and
$100 million of senior subordinated notes were to be redeemed in
connection with the proposed refinancing.  Moody's ratings for
those instruments had anticipated the successful completion of the
refinancing.  However, with the cancellation of the refinancing
and termination of the tender and consent, the ratings for the
proposed new debt issues are being withdrawn and the ratings and
LGD assessments for the existing debt are being restored to their
prior level.

Future events that could put pressure on Neenah's outlook or
ratings include:

   (a) a competitive pricing environment which results in lower
       operating performance;

   (b) the inability to pass through raw material costs;

   (c) loss of market share or a significant customer;

   (d) significant deterioration in demand in the company's end
       markets; or,

   (e) decreased liquidity.

Consideration for a lower outlook or rating could arise if
leverage were to increase by an additional turn and EBIT/Interest
coverage deteriorates consistently below 1.5x.

Future events that could improve Neenah's outlook or ratings would
be generated from a consistent operating environment in which the
company can maintain high levels of capacity utilization, or
increase and further diversify its customer base. Consideration
for an improved outlook or higher ratings could arise if
EBIT/Interest coverage is maintained consistently over 2.0x.

Neenah, headquartered in Neenah, Wisconsin, manufactures and
markets a wide range of metal castings and forgings for the heavy
municipal market plus a wide range of complex industrial castings,
with concentrations in the medium- and heavy-duty truck and HVAC
markets.  Annual pro forma revenues approximate $543 million.


NEW YORK: Wants Until January 2 to File Schedules & Statements
--------------------------------------------------------------
New York Racing Association Inc. asks the U.S. Bankruptcy Court
for the Southern District of New York to extend, until Jan. 2,
2007, the deadline to file its schedules of assets and liabilities
and statement of financial affairs.

The Debtor tells the Court that it was unable to complete its
requirements in time as required under the Bankruptcy Code due to
the size and complexity of its operations.

The Debtor relates that it requires sufficient time to compile
data from books and records to prepare its required schedules and
statements.  

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in  
Aqueduct, Belmont Park and Saratoga.  The company filed
a chapter 11 petition on November 2, 2006 (Bankr. S.D.N.Y.
Case No. 06-12618)  Brian S. Rosen, Esq., at Weil, Gotshal &
Manges LLP represents the Debtor in its restructuring efforts.
When the Debtor sought protection from its creditors, it listed
more than $100 million of total assets and more than $100 million
of total debts.


NORTH AMERICAN: Wants Solicitation Period Extended to March 31
--------------------------------------------------------------
North American Refractories Company and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Western District of
Pennsylvania to extend, until Mar. 31, 2007, their exclusive
period to solicit acceptances to their third amended plan of
reorganization dated Dec. 28, 2005.

The Debtor's exclusive period to solicit plan acceptances to
their Plan has been extended ten times since the Plan was filed on
July 31, 2003.

                        Third Amended Plan

Under the Amended Plan, holders of Class 1-A Claims secured by a
letter of credit, bond, other financial instruments or cash will
retain their collateral subject to any rights of the Debtors under
any applicable agreements to seek a reduction of the collateral.  
The claims will be satisfied from the collateral or its proceeds
as the claims become fixed and liquidated and payable under
applicable agreements.

For the allowed secured claims under capitalized leases and other
secured financing agreements, the Debtors will either:

   a) reinstate the debt underlying the secured financing
      agreement or capitalized lease and leave the collateral
      for the debt in place;

   b) distribute the collateral securing the allowed secured
      claim; and

   c) distribute cash in an amount equal to the proceeds actually
      realized from the sale, pursuant to Sec. 363(b) of the
      Bankruptcy Code, of any collateral securing the allowed
      secured claim, less the actual costs and expenses of
      disposing of the collateral.

With regards to its Class 2 Debtor-in-Possession Financing Claim,
Honeywell International Inc. has agreed with the Debtors that the
DIP Facility be fully drawn, not repaid, and deemed satisfied on
the effective date of the Plan.

Each holder of a Class 3-A General Unsecured Claim will be paid in
cash on the effective date of the Plan in an amount equal to 90%
of the allowed claim amount.

The full liquidated value of Class 4-A Asbestos Trust Claims
will be paid while Class 3-B and Class 4-B Claims will be
unaffected by the Plan.

Class 3-C Claims will receive no distribution under the Plan and
equity interests in the Debtors will be cancelled and terminated.

A full-text copy of the Debtors' Third Amended Reorganization Plan
is available for free at:

               http://researcharchives.com/t/s?152c

The Court will convene a hearing on Dec. 20, 2006, 2:00 p.m., at
Courtroom A, 54th Floor, US Steel Tower in Pittsburgh,
Pennsylvania, to consider the Debtors' request.  Responses are due
by Dec. 1, 2006.

Headquartered in Pittsburgh, Pennsylvania, North American
Refractories Company was engaged in the manufacture and non-
retail sale of refractory bricks and related products.  

The company and its affiliates sought chapter 11 protection on
January 4, 2002 (Bankr. W.D. Pa. Case No. 02-20198) after
suffering a slump in the domestic economy and encountering an
overwhelming number of claims from individuals asserting injuries
or illnesses caused by exposure to asbestos containing products it
manufactured.

Paul M. Singer, Esq., of Pittsburgh represents the Debtor.  No
Official Committee of Unsecured Creditors has been appointed in
this case.  When the Debtor filed for protection from its
creditors, it listed $27,559,000,000 in assets and $18,634,000,000
in debts.


NORTH AMERICAN: Plan Confirmation Hearing Scheduled Tomorrow
------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the Western District of Pennsylvania will convene a hearing
tomorrow, Nov. 17, 2006, at 2:00 p.m., to consider confirmation of
North American Refractories Company and its debtor-affiliates'
third amended plan of reorganization.

Headquartered in Pittsburgh, Pennsylvania, North American
Refractories Company was engaged in the manufacture and non-
retail sale of refractory bricks and related products.  

The company and its affiliates sought chapter 11 protection on
January 4, 2002 (Bankr. W.D. Pa. Case No. 02-20198) after
suffering a slump in the domestic economy and encountering an
overwhelming number of claims from individuals asserting injuries
or illnesses caused by exposure to asbestos containing products it
manufactured.

Paul M. Singer, Esq., of Pittsburgh represents the Debtor.  No
Official Committee of Unsecured Creditors has been appointed in
this case.  When the Debtor filed for protection from its
creditors, it listed $27,559,000,000 in assets and $18,634,000,000
in debts.


PARKWAY HOSPITAL: Can Borrow Additional $700,000 from Boro Medical
------------------------------------------------------------------
The Hon. Prudence Carter Beatty of the U.S. Bankruptcy Court for
the Southern District of New York in Manhattan approved The
Parkway Hospital Inc.'s request for additional $700,000 unsecured
postpetition financing from Boro Medical, P.C.

The Debtor says that having access of the funds will enable it to
pay postpetition expenses, including postpetition salary
obligations and trade and professional administrative claims.

The Court previously approved the initial DIP loan of $1 million
from Boro Medical on Sept. 15, 2006, which was used to pay payroll
obligations, working capital requirements and other Court-approved
expenses.  In addition, the Debtor has been in negotiation with
Medical Capital LLC with respect to a complete refinancing of all
of the Debtor's receivables.  The Debtor continued to negotiate
with other parties in connection to additional DIP and exit
financing.

As security for the postpetition indebtedness, the Debtor grants
Boro Medical administrative claim subject to a carve out for fees
due to the U.S. Trustee and payments to professionals retained in
the Debtor's chapter 11 case.

The Parkway Hospital, Inc., operates a 251-bed proprietary, acute
care community hospital located in Forest Hills, New York.  The
Company filed for chapter 11 protection on July 1, 2005 (Bankr.
S.D.N.Y. Case No. 05-14876).  Timothy W. Walsh, Esq., at DLA Piper
Rudnick Gray Cary US LLP, represents the Debtor in its
restructuring efforts.  The firm of Alston & Bird LLP serves as
substitute bankruptcy counsel to the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $28,859,000 in total assets and
$47,566,000 in total debts.


PERFORMANCE TRANSPORTATION: Seeks Plan-Filing Period Extension
--------------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Western District  
of New York to extend the periods within which they have the
exclusive right to:

    a) file a plan, through and including Jan. 29, 2007; and

    b) solicit and obtain acceptances of that plan, through and
       including March 29, 2007.

The Debtors delivered their Joint Plan of Reorganization and
accompanying Disclosure Statement to the Court on Oct. 27, 2006.  
The Debtors filed an amendment to their Joint Plan on
Nov. 10, 2006.

Yucaipa American Alliance Fund I, LP, and Yucaipa American
Alliance (Parallel) Fund I, LP, holders of majority of the
Debtors' prepetition second lien secured debt, are co-proponents
of the Joint Plan.

According to Garry M. Graber, Esq., at Hodgson Russ LLP in
Buffalo, New York, the Debtors remain engaged in negotiations
with their principal creditor constituencies, including Yucaipa.  

In addition, the Debtors are conducting discussions with their
principal customers regarding concessions necessary for PTS to
successfully emerge from Chapter 11, Mr. Graber relates.  The
Debtors are negotiating term sheets with certain of their
principal customers and hope to conclude those discussions in the
near future.

To deny extension of the Exclusive Periods at this critical
juncture will inject disruption in the Debtors' Chapter 11 cases
and ongoing negotiations, Mr. Graber points out.  Any competing
plans will complicate and delay the plan process, he adds.

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest  
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


PERFORMANCE TRANSPORTATION: Turns to PwC for Tax Advice
-------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Western District  
of New York for authority to employ PricewaterhouseCoopers LLP as
their restructuring tax advisor, nunc pro tunc to Oct. 4, 2006.

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New York,
relates that PwC has developed a great deal of institutional
knowledge regarding the Debtors' operations, finances and systems.

Under an Engagement Letter dated October 4, PwC, as the Debtors'
Restructuring Advisor, will:

   (a) determine the:

       * amount of the Debtors' cancellation of indebtedness
         income;

       * the Debtors' stock basis; and

       * the tax basis of Debtor-owned assets; and

   (b) identify federal and state tax attributes and any
       limitations imposed on those attributes for the Debtors.

PwC's professionals will be paid at their customary hourly rates,
which are subject to periodic adjustments:

           Position                Rate
           --------                ----
           Partners                $740
           Directors               $600
           Managers                $490
           Senior Associates       $395

In addition, Mr. Graber says PwC's professionals are entitled to
reimbursement of certain expenses and indemnification.

Kenneth P. Hagen at PwC assures the Court that his firm is a
"disinterested" person as the term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest    
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


PITTSBURGH BREWING: Objects to Three Claims Filed by PBGC
---------------------------------------------------------
Pittsburgh Brewing Company Inc. and Keystone Brewers Holding Co.
objects to the claims filed by the Pension Benefit Guaranty
Corporation related to the to the defined benefit pension plan
maintained by Pittsburgh Brewing.

The Debtors ask the Honorable M. Bruce McCullough of the U.S.
Bankruptcy Court for the Western District of Pennsylvania in
Pittsburgh to:

   a. reducing the UBL Claim to an amount to be proven at a
      hearing on the Objection;

   b. determine that UBL Claim is not entitled to priority;

   c. disallow the Minimum Funding Claim in its entirety; and

   d. determine that the Premium Claim is not entitled to
      priority.

                            Background

Pittsburgh Brewing previously maintained the Pittsburgh Brewing
Company Pension Plan covered by Title IV of ERISA.  In 1995,
Pittsburgh Brewing "froze" the Plan, i.e., the Plan was closed to
new participants, and the participants already in the Plan ceased
earning additional benefits.

Since 1995, the Debtors' minimum funding contributions to the
Plan, as required by the Internal Revenue Code, have related
solely to the Plan's past service liability.

Judge McCullough previously authorized on April 26, 2006, PBGC to
terminate the Plan.

Pittsburgh Brewing and PBGC then agreed to appoint a Trustee and
terminate the Plan.  In the agreement, the parties established
April 1, 2005, as the Plan's termination date.

As of the termination date, the Plan's assets were insufficient to
cover the Plan's benefit liabilities.

                  Pension Benefit Guaranty Corp.

PBGC guarantees the payment of certain pension benefits when
single employer defined benefit pension plans covered by Title IV
of ERISA are terminated.

When an under-funded pension plan terminates, PBGC generally
becomes trustee of the pension plan and pays the plan's
participants and beneficiaries with its own insurance funds to the
extent of the plan's unfunded guaranteed benefits.

The plan sponsor and each member of the contributing sponsor's
controlled group are jointly and severally liable to PBGC for
payment of:

   a. any unfunded benefit liabilities under a covered pension
      plan;

   b. any contributions necessary to satisfy the minimum funding
      requirements under the Internal Revenue Code and ERISA; and

   c. insurance premiums owed to the PBGC with respect to the
      pension plan.

                            PBGC Claims

PBGC filed three claims relating to the Plan:

   -- Proof of Claim No. 97, for the Plan's unfunded benefit
      liabilities, allegedly totaling $11,817,700, known as
      UBL Claim;

   -- Proof of Claim No. 95, for unpaid minimum funding
      contributions allegedly owed the Plan totaling $1,290,185,
      known as Minimum Funding Claim; and

   -- Proof of Claim No. 96, for unpaid insurance premiums owed
      PBGC with respect to the Plan, allegedly totaling $5,771.57,
      known as Premium Claim.

Judge McCullough will convene a hearing at 1:30 p.m. on Dec. 12,
2006, to consider the Debtors' objection.

Headquartered in Pittsburgh, Pennsylvania, Pittsburgh Brewing
Company, Inc. -- http://www.pittsburghbrewingco.com/--     
manufactures malt liquors, such as beer and ale.  Its products
include Iron City Beer, IC Light Beer, and Augustiner Amber Lager.
The Company filed for chapter 11 protection on Dec. 7, 2005
(Bankr. W.D. Penn. Case No. 05-50347).  Robert O. Lampl, Esq., at
Law Office Robert O. Lampl, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, its assets and debts estimated $1 million to
$10 million.

Keystone Brewers Holding Co, a holding company for PBC's
intellectual property assets, also filed a voluntary chapter 11
petition on March 10, 2006.


PONTIAC GENERAL: Fitch Cuts Underlying Rating to BB- from BBB+
--------------------------------------------------------------
Fitch downgrades to 'BB-' from 'BBB+' the underlying rating on
Pontiac General Building Authority, Michigan's outstanding
$1.9 million limited tax general obligation bonds, series 2002 and
places the bonds on Rating Watch Negative.  The downgrade reflects
severely constrained financial flexibility, a structural deficit,
and inadequate financial reporting controls.

Management expects another operating deficit in fiscal 2006, and
Fitch's Rating Watch considers the possibility of a further
downgrade, depending on the severity of the deficit reported in
the audited results.

Pontiac's constrained financial operations are due to declines in
state shared and income tax revenues and increases in public
safety costs.  The city's economy has weakened over the past
several years and is heavily dependent on General Motors Corp both
as a taxpayer and employer.  Fitch maintains the Rating Watch
Negative on GM's Issue Default Rating 'B'.

At the end of fiscal 2004, the city's general fund deficit totaled
$20.8 million and grew to $31.8 million by fiscal 2005, or
approximately 50% of expenditures.  The deficit was eliminated
this year primarily through the issuance of $22 million of deficit
spending bonds, renegotiation of $6 million in obligations to GM,
and a $3 million transfer from the city's budget stabilization
fund.  However, the city's structural budgetary imbalance
persists.  Audited financial results for fiscal 2006, which ended
on June 30, are expected by Dec. 31, 2006.

The passage of four 10-year property tax measures on Nov. 7 is
expected to provide some near-term budgetary relief and restore
certain operations and services, including police, library, senior
citizens, and recreational programs.  The new tax levies should
generate $3 million per year.  In addition, the adopted budgets
for fiscal 2006 and 2007 project that state shared and income tax
revenue will not decline further.  Although the city has been able
to reduce general fund expenditures through significant layoffs
and attrition, escalating overtime costs for public safety have
hindered effective spending control.

Internal management financial reporting as well as account and
fund management controls are inadequate.  In 2005, the city
contracted an outside accounting firm to help address financial
control issues and to supplement existing financial staff.
Although many of the reporting and accounting issues appear to
have been addressed, the city's inability to adequately manage
ongoing financial operations remains a concern.  The struggle to
maintain adequate financial operations is exacerbated by prior
cost containment measures, which eliminated a number of staff
positions.  It is anticipated that the outside accounting firm
will continue working with the city until additional personnel are
hired and trained, possibly in 2009.

Located 31 miles from Detroit in Oakland County, Michigan, Pontiac
has high unemployment at 14.7%.  Wealth levels within the city are
low, as per capita income is 45% of the county, 65% of the state,
and 63% of the national averages.  GM concentration is
significant, representing one-third of the city's tax base.  GM
employs 12,000 workers in Pontiac and manufactures at the Pontiac
Assembly center the Chevrolet Silverado and the GMC Sierra full
size pick-up trucks.  These popular vehicles should help maintain
the viability of the Pontiac plants; however, given GM's financial
uncertainties, production volume could be shifted away from
Pontiac to other GM facilities which also manufacturer these
vehicles.

The city's debt levels are moderate with direct debt equal to
$1,252 per capita, or 2.2% of full market value. Overlapping debt
totals $1,402 per capita, or 2.5% of full market value. Repayment
of debt is average with 53% of principal being retired in ten
years.


POPE & TALBOT: Posts $10 Mil. Net Loss in Quarter Ended Sept. 30
----------------------------------------------------------------
Pope & Talbot Inc. reported a $10,161,000 net loss on $214,583,000
of total revenues for the three months ended Sept. 30, 2006,
compared to a $8,822,000 net loss on $212,736,000 of total
revenues for the same period in 2005.

The company's balance sheet at Sept. 30, 2006, disclosed total
assets of $677,858,000, total liabilities of $593,662,000, and
total stockholders' equity of $84,196,000.

                  Liquidity and Capital Resources

The company's total debt to total capitalization ratio was 82% at
Sept. 30, 2006, compared with 75% at Dec. 31, 2005.  Total debt
increased from $332.0 million at Dec. 31, 2005, to $389.2 million
at Sept. 30, 2006.

The increase in the debt ratio was due to a $27.8 million
reduction in total stockholders' equity resulting primarily from
the net loss in the first nine months of 2006, and an increase in
borrowing under the new credit facilities.

Cash requirements in the first nine months of 2006 included
$21.4 million for capital expenditures, $8.4 million for operating
activities, $18.5 million in fees associated with the new senior
secured credit facilities and $3.6 million for debt extinguishment
costs associated with repayment of the Halsey pulp mill lease
financings.

The use of cash for operating activities resulted in part from the
company's repurchase of $23.9 million of accounts sold under its
former receivables purchase agreement in the second quarter of
2006 and termination of that agreement; all the accounts were
collected at Sept. 30, 2006.

Full-text copies of the company's financial statements for the
three months ended Sept. 30, 2006, are available for free at:

               http://researcharchives.com/t/s?151c

                       Going Concern Doubt

In May 2006, KPMG LLP in Portland, Oregon, raised substantial
doubt about Pope & Talbot, Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the years ended Dec. 31, 2004, and 2005.  The
auditor pointed to the Company's recurring losses; inability to
comply with financial covenants; inability to refinance or renew
maturing debt and comply with financial covenants in future
periods.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?f74  

Based in Portland, Oregon, Pope & Talbot, Inc. (NYSE: POP) --
http://www.poptal.com/-- is a North American forest products
company.  Pope & Talbot was founded in 1849 and produces pulp and
softwood lumber in the U.S. and Canada.  Markets for the Company's
products include: the U.S.; Europe; Canada; South America; Japan;
and other Pacific Rim countries.

                         *     *     *

As reported in the Troubled Company Reporter on June 22, 2006,
Moody's Investors Service downgraded Pope & Talbot Inc.'s senior
unsecured debt rating to Caa2 from Caa1.   The rating action was
prompted by news that the company plans to refinance certain
indebtedness.  The company's senior unsecured debt also carries
Dominion Bond Rating Services' CCC rating.


PORTRAIT CORP: Judge Hardin Sets November 28 as Claims Bar Date
---------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York set Nov. 28, 2006, at 5:00
p.m., as the deadline for all creditors owed money by Portrait
Corporation of America, Inc., and its debtor-affiliates to file
formal written proofs of claim on account of claims arising prior
to Aug. 31, 2006.

Creditors must mail their proofs of claims to:

    The U.S. Bankruptcy Court
    Southern District of New York
    Attn: Portrait Corporation of America, Inc. Claims Processing,   
    Bowling Green Station, P.O. Box 5074
    New York, NY 10274-5074

or deliver the proofs of claim by messenger or overnight courier
to:

   Office of the Clerk
   U.S. Bankruptcy Court
   Southern District of New York
   Re: Portrait Corporation of America, Inc. Claims Processing
   One Bowling Green, New York, NY 10274

The deadline for asserting claims by a co-debtor, surety, or
guarantor under section 501(b) of the Bankruptcy Code and
Bankruptcy Rule 3005 is Dec. 28, 2006, at 5:00 p.m.

Governmental units have until March 1, 2007, at 5:00 p.m., to file
proofs of claim.

                     About Portrait Corp

Portrait Corporation of America, Inc. -- http://pcaintl.com/--   
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany and the United Kingdom.  The Company also operates
a modular traveling business providing portrait photography
services in additional retail locations and to church
congregations and other institutions.

Portrait Corporation and its debtor-affiliates filed for Chapter
11 protection on Aug. 31, 2006 (Bankr S.D. N.Y. Case No.
06-22541).  John H. Bae, Esq., at Cadwalader Wickersham & Taft
LLP, represents the Debtors in their restructuring efforts.
Berenson & Company LLC serves as the Debtors' Financial Advisor
and Investment Banker.  Kristopher M. Hansen, Esq., at Stroock &
Stroock & Lavan LLP represents the Official Committee of Unsecured
Creditors.   Peter J. Solomon Company serves as financial advisor
for the Committee.  At June 30, 2006, the Debtor had total assets
of $153,205,000 and liabilities of $372,124,000.


PORTRAIT CORPORATION: Hires Mesirow as Restructuring Accountants
----------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York has authorized Portrait
Corporation of America, Inc., and its debtor-affiliates to employ
Mesirow Financial Consulting, LLC, as their restructuring
accountants.

Mesirow Financial will:

     a) assist in the preparation of or review of reports or
        filings as required by the Bankruptcy Court or the Office
        of the United States Trustee, including, but not limited
        to, schedules of assets and liabilities, statements of
        financial affairs and monthly operating reports;

     b) assist in the preparation of or review of the Debtors'
        financial information, including, but not limited to,
        analyses of cash receipts and disbursements, financial
        statement items and proposed transactions for which
        Bankruptcy Court approval is sought;

     c) assist with the analysis, tracking and reporting regarding
        cash collateral and any debtor in possession financing
        arrangements and budgets;

     d) assist with the implementation of bankruptcy accounting
        procedures as may be required by the Bankruptcy Code and
        generally accepted accounting principles, including, but
        not limited to, a Statement of Position 90-7;

     e) give advice and assistance regarding tax-planning issues,
        including, but not limited to, assistance in estimating
        net operating loss carry forwards, international, state
        and local tax issues and the tax considerations of
        proposed plans of reorganizations;

     f) develop and evaluate potential employee retention and
        severance plans;

     g) assist with identifying and implementing potential cost
        containment opportunities;

     h) assist with identifying and implementing asset
        redeployment opportunities;

     i) analyze assumption and rejection issues regarding  
        executory contracts and leases;

     j) assist in the preparation and review of proposed business
        plans and the business and financial condition of the
        Debtors;

     k) assist in evaluating reorganization strategies and
        alternatives;

     l) review and critique the Debtors' financial projections and
        assumptions;

     m) prepare enterprise, asset and liquidation valuations;

     n) assist in preparing documents necessary for confirmation;

     o) give advice and assistance to the Debtors in negotiations
        and meetings with the creditors' committee, the bank
        lenders and other parties-in-interest;

     p) give advice and assistance on the tax consequences of
        proposed plans of reorganization;

     q) assist with the claims resolution procedures, including,
        but not limited to, analyses of creditors' claims by type
        and entity;

     r) provide litigation consulting services and expert witness
        testimony regarding confirmation issues, avoidance actions
        or other matters; and

     s) perform  other functions as requested by the Debtors or
        their counsel.

The Debtors have filed a motion to retain Berenson & Company as
their financial advisors.  The Debtors say the services Mesirow
will provide will not be duplicative of those provided by
Berenson.

The customary hourly rates for Mesirow Financial's professionals
are:

        Designation                           Hourly Rate
        -----------                           -----------
        Sr. Managing Directors
        Managing Directors                    $620 - $690

        Sr. Vice Presidents                   $530 - $590

        Vice Presidents                       $430 - $490

        Sr. Associates                        $330 - $390

        Associates                            $190 - $290

        Paraprofessionals                         $150

Mesirow has agreed to a 20% discount on its fees for this
engagement.  

To the best of Mesirow's knowledge, it does not hold or represent
any interest adverse to the Debtors' estate and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                     About Portrait Corp

Portrait Corporation of America, Inc. -- http://pcaintl.com/--   
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany and the United Kingdom.  The Company also operates
a modular traveling business providing portrait photography
services in additional retail locations and to church
congregations and other institutions.

Portrait Corporation and its debtor-affiliates filed for Chapter
11 protection on Aug. 31, 2006 (Bankr S.D. N.Y. Case No.
06-22541).  John H. Bae, Esq., at Cadwalader Wickersham & Taft
LLP, represents the Debtors in their restructuring efforts.
Berenson & Company LLC serves as the Debtors' Financial Advisor
and Investment Banker.  At June 30, 2006, the Debtor had total
assets of $153,205,000 and liabilities of $372,124,000.


PRIMUS TELECOMMS: Sept. 30 Balance Sheet Upside-Down by $466.3MM
----------------------------------------------------------------
PRIMUS Telecommunications Group Incorporated filed its financial
statements for the third quarter ended Sept. 30, 2006, with the
Securities and Exchange Commission on Nov. 9, 2006.

At Sept. 30, 2006, the Company's balance sheet showed
$402.143 million in total assets and $868.474 million in total
liabilities, resulting in a $466.331 million stockholders'
deficit.  The Company had a $236.334 million deficit at Dec. 31,
2005.

PRIMUS reported third quarter 2006 net revenue of $248 million,
down from $252 million in the prior quarter and $290 million in
the third quarter 2005.

The Company reported $121,000 of net income for the quarter,
compared with a net loss of $220 million in the prior quarter and
a net loss of $51 million in the third quarter 2005.

"We are pleased to report the fourth consecutive quarter of steady
improvement in our recurring Adjusted EBITDA trajectory," PRIMUS
chairman and chief executive officer K. Paul Singh said.

"Our improved performance is driven by continuing implementation
of our previously announced strategy of maximizing cash flow from
operations by driving down costs while focusing our available
resources on high margin products and services.

"Execution of this strategy has resulted in the continued shedding
of low margin retail revenue and its associated costs, while
continued growth in new services and other high margin products
has resulted in improved operating margins.  That progress,
together with aggressive management of SG&A expense, has enabled
us to increase Adjusted EBITDA.

"Our performance in recent quarters has re-established a stable
base of EBITDA generation from operations.  While such progress is
encouraging, we must build on this success by continuing to
increase the margin contribution from new products and by reducing
our interest expense in order to generate adequate levels of cash
flow to realize the full growth potential of PRIMUS and meet our
future debt maturity obligations," Mr. Singh stated

"We are actively pursuing initiatives to become Free Cash Flow
breakeven on an operating basis through a combination of improved
EBITDA performance and reduced interest expense," Mr. Singh added.

The Company's improved operating performance has resulted from
continued execution of the four-pronged PRIMUS Action Plan:

   -- Prioritize revenue growth in new services, while
      concentrating available resources for optimum effectiveness

      Revenue from broadband, local, wireless, and VOIP
      initiatives grew to $35 million in the quarter, an increase
      of 35% from the third quarter 2005.  In addition to
      consistent quarterly revenue growth from new services,
      profitability from these services is also increasing,
      providing clear support for the Company's Action Plan.

   -- Enhance margins by increasing scale on the new initiatives,
      adding broadband infrastructure in high density locations
      and migrating customers onto the PRIMUS network

      PRIMUS now has over 183,000 DSL customers in Australia and
      Canada.  The Australian and Canadian DSLAM networks are
      comprised of 181 and 65 nodes, respectively.  There are now
      over 88,000 services (local and broadband) provisioned
      directly on the Company's DSLAM facilities in Australia and
      Canada.  Margins from these on-net services are almost
      double those of off-net services.  To capitalize on the
      recent completion of the Canadian DSLAM network, the Company
      elected to increase advertising to accelerate growth in
      on-net services.

   -- Continue to drive down expenses through aggressive cost
      controls

      After four consecutive quarters of reduced SG&A expense, the
      Company reported a third quarter total of $72 million,
      essentially flat with the prior quarter despite a $1 million
      increase in advertising, but down over $20 million from the
      prior year quarter.  Primus's aggressive expense reduction
      efforts have also focused on a range of cost of revenue
      reductions in the current quarter and such efforts are
      continuing.  Additionally, the Australian regulatory
      commission issued an Interim Determination Letter lowering
      charges for on-net local loop services paid to Telstra,
      which is one of the regulatory matters currently under
      review.  If this interim ruling is affirmed, it is estimated
      that PRIMUS's annual expense for these services will be
      reduced by approximately $2 million.

   -- Strengthen the balance sheet opportunistically through
      potential deleveraging and equity capital infusion

      During the first three quarters of 2006 Primus successfully:

      (1) exchanged $27 million principal amount of the 5.75%
          Convertible Subordinated Debentures due 2007 for
          $27 million of newly created Step-Up Convertible
          Debentures due 2009;

      (2) exchanged $3 million principal amount of its 12.75%
          Senior Notes for 1.8 million shares of common stock;

      (3) exchanged $32 million principal amount of 5%
          Exchangeable Senior Notes for $55 million principal
          amount of 3.75% Convertible Senior Notes due 2010;

      (4) issued $24 million principal amount of 5% Exchangeable
          Senior Notes for $18 million in cash (net of issuance
          costs);

      (5) raised $13 million cash proceeds from the sale of its
          Indian subsidiary; and

      (6) sold $5 million of newly issued common stock to a
          private investor.

      To attain the targeted levels of Free Cash Flow it is
      imperative that substantial further progress be made in
      reducing overall debt and interest expenses -- an area that
      is a priority.

               Third Quarter 2006 Financial Results

The Company sold its India-based operations at the end of the
second quarter 2006.  From an accounting perspective, the sale has
been treated as a discontinued operation and, therefore, those
operating results are excluded from the individual line items of
the statement of operations in all prior period results, and the
income is shown as a separate line item on the statement of
operations.

Third quarter 2006 revenue was $248 million, down 2% sequentially
from $252 million in the prior quarter and down 15% from $290
million in the third quarter 2005.

"The $4 million sequential revenue decline was driven largely by a
$4 million reduction in low-margin prepaid services revenue,
representing the continued shedding of unprofitable revenue as
part of our previously announced restructuring of the prepaid
business.

"The balance of the sequential revenue decline was comprised of a
$2 million decrease in high-margin retail services, including
legacy voice and dial-up Internet services.

"These decreases were partially offset by an increase of
$2 million as a result of the weakening United States dollar,"
PRIMUS chief financial officer Thomas R. Kloster said.

"While we are pleased by the continued growth of our high margin
initiatives such as broadband, local, wireless and VOIP services
-- which generated $35 million of revenue and improved margins in
the third quarter 2006 -- we need to accelerate this growth in
order to compensate fully for the margin loss from the revenue
decline in legacy services."

Net revenue from data/Internet and VOIP services was $73 million
(29% of total net revenue for the quarter), up slightly from the
prior quarter.  Geographic revenue mix changed modestly with 20%
coming from the United States, 28% from Canada, 21% from Europe
and 31% from Asia-Pacific.  The mix of net revenue was 78% retail
(52% residential and 26% business) and 22% wholesale.

SG&A expense was $72 million (29.3% of net revenue), consistent
with $72 million in the prior quarter (28.7% of net revenue) and
down from $93 million (32.0% of net revenue) in the third quarter
2005.  As compared with the prior quarter, advertising expense
increased by $1 million and the Company incurred a $1 million
expense for European administrative taxes.  These increases were
offset by continued declines in commission expense primarily
related to the prepaid services revenue decline.

Income from operations was $10 million in the third quarter 2006
versus a loss of $228 million (including a $223 million non-cash
asset impairment write-down and loss on sale or disposal of
assets, and a $4 million non-cash expense related to the
restructuring of the prepaid services business) in the prior
quarter and a loss of $34 million in the third quarter 2005.

The prior quarter's asset impairment write-down reduced the level
of depreciation and amortization expense to $7 million during the
third quarter 2006 from $17 million in the prior quarter.

Adjusted EBITDA of $16.6 million, as calculated in the attached
schedules, compares with $11.5 million in the prior quarter (which
included a $4.1 million non-cash prepaid services business
restructuring charge) and $1.1 million in the third quarter 2005.


Interest expense for the third quarter 2006 was $13 million, down
from $14 million in both the prior and year-ago quarters.

                  Liquidity and Capital Resources

PRIMUS ended the third quarter 2006 with a cash balance of
$80 million, including $9 million of restricted funds, as compared
with $96 million, including $8 million of restricted funds, as of
June 30, 2006.

For the quarter, a net $6 million in cash was used for operating
activities.  This total reflects $23 million in cash used in
operating activities (including $16 million in cash interest
payments, $2 million for tax payments, $2 million for fees related
to the issuance of the 5% Exchangeable Senior Notes in the second
quarter, $1 million being transferred to restricted cash and
$2 million for working capital), partially offset by $17 million
of Adjusted EBITDA.  In addition, $8 million of cash was used for
capital expenditures and $2 million for scheduled principal
reductions on debt obligations.

Free cash flow for the third quarter 2006 was negative $14 million
as compared to negative $1 million in the prior quarter and a
negative $33 million in the third quarter 2005.  The first and
third quarters have higher cash interest payments based on the
timing of debt interest due dates.

The $71 million unrestricted cash balance as of Sept. 30, 2006, is
expected to remain relatively stable as of Dec. 31, 2006.  
However, first quarter 2007 scheduled principal maturities of
$23 million of the 5.75% Convertible Subordinated Debentures and
$8 million for a vendor financing will result in a significant
decrease in unrestricted cash levels during the first quarter of
2007.  As a result, Primus's highest management priority is to
explore potential means to reduce the cash outflow in the first
quarter of 2007.

The principal amount of PRIMUS's long-term debt obligations as of
Sept. 30, 2006, was $641 million, down from $643 million at
June 30, 2006.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1529

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 19, 2006,
Deloitte & Touche LLP expressed substantial doubt about PRIMUS
Telecommunications Group, Incorporated's ability to continue as a
going concern after auditing the Company's financial statements
for the fiscal year ended Dec. 31, 2005.  The auditing firm
pointed to the Company's recurring losses from operations, the
maturity of $23.6 million of the 5-3/4% convertible subordinated
debentures due February 2007, negative working capital, and
stockholders' deficit.

               About PRIMUS Telecommunications Group

Based in McLean, Virginia, PRIMUS Telecommunications Group Inc.
(NASDAQ: PRTL) -- http://www.primustel.com/-- is an integrated  
communications services provider offering international and
domestic voice, voice-over-Internet protocol, Internet, wireless,
data and hosting services to business and residential retail
customers and other carriers located primarily in the United
States, Canada, Australia, the United Kingdom and western Europe.  
PRIMUS provides services over its global network of owned and
leased transmission facilities, including approximately 350
points-of-presence throughout the world, ownership interests in
undersea fiber optic cable systems, 16 carrier-grade international
gateway and domestic switches, and a variety of operating
relationships that allow it to deliver traffic worldwide.


RADNOR HOLDINGS: Stevens & Lee Okayed as Panel's Conflicts Counsel
------------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized the Official Committee of
Unsecured Creditors of Radnor Holdings Corporation and its debtor-
affiliates to retain Stevens & Lee PC as its special conflicts
counsel, nunc pro tunc to Sept. 18, 2006.

As reported in the Troubled Company Reporter on Oct. 18, 2006,
Stevens & Lee will:

     a) perform services that its primary counsel, Greenberg
        Traurig LLP cannot perform because of actual or apparent
        conflicts with its existing clients; and

     b) perform other discrete duties assigned by the Committee or
        Greenberg Traurig.

The Committee said that it will ensure that there will be no
duplication of Greenberg's efforts.

The current standard hourly rates for principal attorneys and
paralegal expected to represent the Committee are:

     Professional                  Designation       Hourly Rate
     ------------                  -----------       -----------
     Joseph H. Houston, Jr., Esq.  Shareholder           $445
     Thomas G. Whalen, Jr., Esq.   Associate             $280
     Valerie A. Frew               Paralegal             $150
     Stephanie L. Foster           Legal Assistant       $115

Stevens & Lee's other professionals charge:

     Designation                   Hourly Rate
     -----------                   -----------
     Shareholders                  $325 to $650
     Associates                    $180 to $325
     Legal Asst./Paralegals         $95 to $175

Mr. Houston assured the Court that his firm does not hold or
represent any interest adverse to the Debtors' estates.

Headquartered in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/ -- manufactures and distributes
a broad line of disposable food service products in the United
States, and specialty chemicals worldwide.  The Debtor and its
affiliates filed for chapter 11 protection on Aug. 21, 2006
(Bankr. D. Del. Case No. 06-10894).  Gregg M. Galardi, Esq., and
Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher,
represent the Debtors.  Donald J. Detweiler, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, serves the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


REMY INTERNATIONAL: Weak Earnings Prompt S&P to Cut Rating to CCC
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Anderson, Indiana-based electrical components
manufacturer Remy International Inc. to 'CCC' from 'CCC+'.  The
outlook is negative.

"The downgrade stems from Remy's inability to improve very weak
earnings and cash flow, leaving the company with shrinking
prospects for meeting its December 2007 maturity of its
$145 million senior notes," Standard & Poor's credit analyst Nancy
C. Messer said.

Remy recently lowered its earnings guidance for 2006 to a range
that is not sufficient to cover the company's cash interest
expense.

In addition, Remy's possible asset divestitures, details of which
have not been announced, are not expected to reduce leverage, and
could have implications for the recovery ratings that Standard &
Poor's has assigned to Remy's secured debt.

Remy's secured bank debt is governed by a borrowing base
mechanism, which should tie usage to asset levels.  Still,
should future asset sales manage to reduce asset protection we
would review our recovery rating.

The expected sale of Remy's diesel powertrain remanufacturing
operations could generate proceeds of up to $150 million by the
end of 2006, and the company has retained a financial
restructuring firm to advise it in the best use of these proceeds.

Although details of the possible asset divestiture and subsequent
debt repurchase have not been disclosed, the company is expected
to remain highly leveraged following the two transactions.

In addition to the 2007 maturity, Remy faces several debt
maturities in the intermediate term, which will be difficult to
refinance if EBITDA remains depressed.  The company's $80 million
term loan has a required bullet payment due in June 2008.  The
company's $125 million second-lien floating notes mature in April
2009, and $165 million of subordinated notes mature in May 2009.


RFMSI TRUST: S&P Puts Negative Watch on Class B-2 Certs. Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
55 classes of mortgage pass-through certificates from 18 RFMSI
Trust transactions.  Concurrently, the rating on one class is
placed on CreditWatch with negative implications.

Additionally, the ratings on various RFMSI Trust series are
affirmed.

The raised ratings reflect rapid prepayments and good performance
of the mortgage loan pools.   All of the series with raised
ratings have paid down to less than 46% of their original pool
balances.  Projected credit support percentages range from 1.84x
to 2.62x the percentages associated with the higher rating
categories and should be sufficient to support the classes at
the higher rating levels.  Cumulative realized losses are very low
for all of the upgraded series, with a maximum of 0.02% of the
original pool balances for series 2003-S12.  Total delinquencies
ranged from 0% to 2.67%.

Only three deals contain mortgage loans that are seriously
delinquent, with the highest level at 1.24%.

The 'B' rating on class B-2 from series 2003-S3 is placed on
CreditWatch with negative implications due to the anticipated
realized losses on a $539,376 REO loan, for which only
$166,865 in credit support remains.

Standard & Poor's will continue to closely monitor the performance
of this transaction.  Standard & Poor's will downgrade class B-2
if the realized losses deplete credit support to a level that is
insufficient to support the 'B' rating.

Conversely, if the REO property does not cause significant
additional realized losses and remaining credit support is
sufficient to support the 'B' rating, the rating agency
will affirm the rating and remove it from CreditWatch.

The affirmations are based credit support levels that are adequate
to maintain the current ratings.  Credit support for all of these
transactions is provided by subordination.

   
                         Ratings Raised   

                          RFMSI Trust
              Mortgage pass-through certificates

                                        Rating
                                        ------      
            Series         Class      To     From
            ------         -----      --     -----
            2002-S11       M-3        AAA    AA+
            2002-S12       M-3        AAA    AA+
            2002-S14       M-3        AAA    AA+
            2002-S15       M-3        AAA    AA+
            2002-S16       M-3        AAA    AA+
            2002-S17       M-3        AA-    A+
            2002-S18       M-2        AA+    AA
            2002-S18       M-3        AA     A
            2002-S19       M-1        AAA    AA+
            2002-S19       M-2        AA+    AA
            2002-S19       M-3        AA-    A
            2002-S19       B-1        BBB+   BBB-
            2002-S19       B-2        BB+    B+
            2002-S20       M-1        AAA    AA+
            2002-S20       M-2        AA+    AA-
            2002-S20       M-3        AA-    A-
            2002-S20       B-1        A-     BB+
            2002-S20       B-2        BBB-   B+
            2003-S1        M-1        AAA    AA+
            2003-S1        M-2        AA+    AA-
            2003-S1        M-3        A+     BBB+
            2003-S1        B-1        BBB    BB+
            2003-S1        B-2        BB+    B+
            2003-S2        M-2        AA     A+
            2003-S2        M-3        A      BBB+
            2003-S2        B-1        BBB    BB+
            2003-S2        B-2        BB-    B
            2003-S3        M-1        AA+    AA
            2003-S3        M-2        A+     A
            2003-S5        M-1        AA+    AA
            2003-S5        M-2        AA     A
            2003-S5        M-3        A      BBB
            2003-S5        B-1        BBB    BB
            2003-S5        B-2        BB     B
            2003-S6        M-1        AA+    AA
            2003-S6        M-2        A+     A
            2003-S6        M-3        BBB+   BBB
            2003-S6        B-1        BB+    BB
            2003-S8        M-1        AA+    AA
            2003-S8        M-2        AA-    A
            2003-S8        M-3        BBB+   BBB
            2003-S8        B-1        BB+    BB
            2003-S8        B-2        BB-    B
            2003-S9        M-2        AAA    AA+
            2003-S9        M-3        AA     A
            2003-S9        B-1        A+     BBB-
            2003-S9        B-2        BBB    B+
            2003-S11       M-1        AA+    AA
            2003-S11       M-2        A+     A
            2003-S11       M-3        BBB+   BBB
            2003-S11       B-1        BB+    BB
            2003-S12       M-2        AAA    AA+
            2003-S12       M-3        AA-    A+
            2003-S12       B-1        A-     BBB+
            2003-S12       B-2        BB     BB-

              Rating Placed On Creditwatch Negative
    
                           RFMSI Trust
                Mortgage Pass-Through Certificates
                
                                         Rating
                                         ------
           Series     Class       To                From
           ------     -----       --                ----
           2003-S3    B-2         B/Watch Neg       B

                          Ratings Affirmed
   
                             RFMSI Trust
                Mortgage Pass-Through Certificates

  Class                                                  Rating
  -----                                                  ------
  2002-S11    A-1, A-P, A-V, M-1, M-2                    AAA
  2002-S12    A-1, A-6, A-7, A-8, A-9, A-P, A-V          AAA
  2002-S12    M-1, M-2                                   AAA
  2002-S13    A-6, A-7, A-P, A-V, M-1, M-2               AAA
  2002-S13    M-3                                        AA+
  2002-S14    A-1, A-P, A-V, M-1, M-2                    AAA
  2002-S15    A-11, A-12, A-P, A-V, M-1, M-2             AAA
  2002-S16    A-1, A-2, A-3, A-9, A-10, A-P, A-V         AAA
  2002-S16    M-1, M-2                                   AAA
  2002-S17    A-1, A-2, A-6, A-7, A-P, A-V, M-1          AAA
  2002-S18    A-1, A-P, A-V, M-1                         AAA
  2002-S19    A-1, A-2, A-3, A-4, A-5, A-8, A-9, A-10    AAA
  2002-S19    A-11, A-12, A-13, A-14, A-15, A-P, A-V     AAA
  2002-S20    A-1, A-2, A-3, A-4, A-5, A-9, A-P, A-V     AAA
  2003-S1     A-1, A-2, A-P, A-V                         AAA
  2003-S2     A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8     AAA
  2003-S2     A-9, A-10, A-11, A-12, A-P, A-V            AAA
  2003-S2     M-1                                        AA+
  2003-S3     A-2, A-3, A-4, A-5, A-6, A-P, A-V          AAA
  2003-S3     M-3                                        BBB
  2003-S3     B-1                                        BB
  2003-S4     A-1, A-2, A-3, A-3A, A-4, A-5, A-6, A-7    AAA
  2003-S4     A-8, A-9, A-10, A-11, A-12, A-13, A-P      AAA
  2003-S4     A-V, M-1                                   AAA
  2003-S4     M-2                                        AA+
  2003-S4     M-3                                        AA
  2003-S4     B-1                                        A+
  2003-S4     B-2                                        BBB-
  2003-S5     I-A-1, I-A-2, I-A-3, I-A-P, I-A-V          AAA
  2003-S5     II-A-1, II-A-P, II-A-V                     AAA
  2003-S6     A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8     AAA
  2003-S6     A-9, A-10, A-P, A-V                        AAA
  2003-S6     B-2                                        B
  2003-S7     A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-7A    AAA
  2003-S7     A-9, A-10, A-11, A-12, A-13, A-14, A-15    AAA
  2003-S7     A-16, A-17, A-18, A-20, A-21, A-22, A-23   AAA
  2003-S7     A-24, A-25, A-26, A-27, A-28, A-P, A-V     AAA
  2003-S7     M-1                                        AA
  2003-S7     M-2                                        A
  2003-S7     M-3                                        BBB
  2003-S7     B-1                                        BB
  2003-S7     B-2                                        B
  2003-S8     A-1, A-P, A-V                              AAA
  2003-S9     A-1, A-P, A-V, M-1                         AAA
  2003-S10    A-1, A-2, A-3, A-4, A-5, A-6, A-7          AAA
  2003-S10    A-P, A-V                                   AAA
  2003-S10    M-1                                        AA
  2003-S10    M-2                                        A
  2003-S10    M-3                                        BBB
  2003-S10    B-1                                        BB
  2003-S10    B-2                                        B
  2003-S11    A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8     AAA
  2003-S11    A-P, A-V                                   AAA
  2003-S11    B-2                                        B
  2003-S12    1-A-1, 1-A-2, 2-A-1, 2-A-2, 3-A-1, 3-A-2   AAA
  2003-S12    4-A-1, 4-A-2, 4-A-3, 4-A-4, 4-A-5, 4-A-6   AAA
  2003-S12    4-A-7, 4-A-10, A-P, A-X-1, A-X-2, M-1      AAA
  2003-S13    A-1, A-2, A-3, A-4, A-5, A-P, A-V          AAA
  2003-S13    M-1                                        AA
  2003-S13    M-2                                        A
  2003-S13    M-3                                        BBB
  2003-S13    B-1                                        BB
  2003-S13    B-2                                        B
  2003-S14    A-1, A-2, A-3, A-4, A-5, A-6, A-P, A-V     AAA
  2003-S14    M-1                                        AA+
  2003-S14    M-2                                        AA
  2003-S14    M-3                                        A-
  2003-S14    B-1                                        BBB-
  2003-S14    B-2                                        BB-
  2003-S15    A-1, A-P, A-V                              AAA
  2003-S15    M-1                                        AA+
  2003-S15    M-2                                        AA
  2003-S15    M-3                                        BBB+
  2003-S15    B-1                                        BB+
  2003-S15    B-2                                        BB-
  2003-S16    A-1, A-2, A-3, A-P, A-V                    AAA
  2003-S16    M-1                                        AA
  2003-S16    M-2                                        A
  2003-S16    M-3                                        BBB
  2003-S16    B-1                                        BB
  2003-S16    B-2                                        B
  2003-S17    A-1, A-2, A-3, A-4, A-5, A-6, A-P, A-V     AAA
  2003-S17    M-1                                        AA
  2003-S17    M-2                                        A
  2003-S17    M-3                                        BBB
  2003-S17    B-1                                        BB
  2003-S17    B-2                                        B
  2003-S18    A-1, A-2, A-3, A-P, A-V                    AAA
  2003-S18    M-1                                        AA
  2003-S18    M-2                                        A
  2003-S18    M-3                                        BBB
  2003-S18    B-1                                        BB
  2003-S18    B-2                                        B
  2003-S19    A-1, A-2, A-3, A-4, A-5, A-7, A-8          AAA
  2003-S19    A-9, A-10, A-11, A-12, A-P, A-V            AAA
  2003-S19    M-1                                        AA
  2003-S19    M-2                                        A
  2003-S19    M-3                                        BBB
  2003-S19    B-1                                        BB
  2003-S19    B-2                                        B
  2003-S20    I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
  2003-S20    I-A-7, I-A-8, I-A-9, I-A-P, I-A-V          AAA
  2003-S20    I-M-1                                      AA
  2003-S20    I-M-2                                      A
  2003-S20    I-M-3                                      BBB
  2003-S20    I-B-1                                      BB
  2003-S20    I-B-2                                      B
  2003-S20    II-A-1, II-A-P, II-A-V                     AAA
  2003-S20    II-M-1                                     AA
  2003-S20    II-M-2                                     A
  2003-S20    II-M-3                                     BBB
  2003-S20    II-B-1                                     BB
  2003-S20    II-B-2                                     B
  2004-PS1    A-1, A-2                                   AAA
  2004-PS1    M-1                                        AA
  2004-PS1    M-2                                        A
  2004-PS1    M-3                                        BBB
  2004-PS1    B-1                                        BB
  2004-PS1    B-2                                        B
  2004-SA1    A-I, A-II, A-III                           AAA
  2004-SA1    M-1                                        AA+
  2004-SA1    M-2                                        A+
  2004-SA1    M-3                                        BBB
  2004-SA1    B-1                                        BB
  2004-SA1    B-2                                        B
  2004-SR1    A-1, A-2, A-3, A-4, A-5                    AAA
  2004-S1     A-1, A-2, A-3, A-4, A-5, A-7, A-8, A-9     AAA
  2004-S1     A-10, A-P, A-V                             AAA
  2004-S1     M-1                                        AA
  2004-S1     M-2                                        A
  2004-S1     M-3                                        BBB
  2004-S1     B-1                                        BB
  2004-S1     B-2                                        B
  2004-S2     A-1, A-3, A-4, A-5, A-6, A-7, A-8, A-9     AAA
  2004-S2     A-P, A-V                                   AAA
  2004-S2     M-1                                        AA
  2004-S2     M-2                                        A
  2004-S2     M-3                                        BBB
  2004-S2     B-1                                        BB
  2004-S2     B-2                                        B
  2004-S3     A-1, A-P, A-V                              AAA
  2004-S3     M-1                                        AA
  2004-S3     M-2                                        A
  2004-S3     M-3                                        BBB
  2004-S3     B-1                                        BB
  2004-S3     B-2                                        B
  2004-S4     I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
  2004-S4     I-A-7, I-A-8, I-A-P, I-A-V, II-A-1         AAA
  2004-S4     II-A-2, II-A-3, II-A-4, II-A-5, II-A-6     AAA
  2004-S4     II-A-7, II-A-8, II-A-P, II-A-V             AAA
  2004-S4     I-M-1, II-M-1                              AA
  2004-S4     I-M-2, II-M-2                              A
  2004-S4     I-M-3, II-M-3                              BBB
  2004-S4     I-B-1, II-B-1                              BB
  2004-S4     I-B-2, II-B-2                              B
  2004-S5     I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
  2004-S5     I-A-7, I-A-8, I-A-9, I-A-10, I-A-11        AAA
  2004-S5     I-A-12, I-A-13, I-A-P, I-A-V, II-A-1       AAA
  2004-S5     II-A-P, II-A-V                             AAA
  2004-S5     I-M-1, II-M-1                              AA
  2004-S5     I-M-2, II-M-2                              A
  2004-S5     I-M-3, II-M-3                              BBB
  2004-S5     I-B-1, II-B-1                              BB
  2004-S5     I-B-2, II-B-2                              B
  2004-S6     I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
  2004-S6     I-A-P, I-A-V II-A-1, II-A-2, II-A-3,       AAA
  2004-S6     II-A-4, II-A-5, II-A-6, II-A-P, II-A-V     AAA
  2004-S6     III-A-1, III-A-2, III-A-3, III-A-4         AAA
  2004-S6     III-A-5, III-A-6, III-A-7, III-A-P         AAA
  2004-S6     III-A-V                                    AAA
  2004-S6     M-1, III-M-1                               AA
  2004-S6     M-2, III-M-2                               A
  2004-S6     M-3, III-M-3                               BBB
  2004-S6     B-1, III-B-1                               BB
  2004-S6     B-2, III-B-2                               B
  2004-S7     A-1, A-P, A-V                              AAA
  2004-S7     M-1                                        AA
  2004-S7     M-2                                        A
  2004-S7     M-3                                        BBB
  2004-S7     B-1                                        BB
  2004-S7     B-2                                        B
  2004-S8     A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8     AAA
  2004-S8     A-9, A-10, A-11, A-P, A-V                  AAA
  2004-S8     M-1                                        AA
  2004-S8     M-2                                        A
  2004-S8     M-3                                        BBB
  2004-S8     B-1                                        BB
  2004-S8     B-2                                        B
  2004-S9     I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
  2004-S9     I-A-7, I-A-8, I-A-9, I-A-10, I-A-11        AAA
  2004-S9     I-A-12, I-A-13, I-A-14, I-A-15, I-A-16     AAA
  2004-S9     I-A-17, I-A-18, I-A-19, I-A-20, I-A-21     AAA
  2004-S9     I-A-22, I-A-23, I-A-24, I-A-25, I-A-26     AAA
  2004-S9     I-A-27, I-A-P, I-A-V                       AAA
  2004-S9     I-M-1                                      AA
  2004-S9     I-M-2                                      A
  2004-S9     I-M-3                                      BBB
  2004-S9     I-B-1                                      BB
  2004-S9     I-B-2                                      B
  2005-SA1    I-A-1, I-A-2, I-A-3, II-A, III-A           AAA
  2005-SA1    M-1                                        AA
  2005-SA1    M-2                                        A
  2005-SA1    M-3                                        BBB
  2005-SA1    B-1                                        BB
  2005-SA1    B-2                                        B
  2005-SA2    I-A, II-A-1, II-A-2, III-A-1, III-A-2      AAA
  2005-SA2    III-A-3, IV-A, V-A, VI-A-1, VI-A-2         AAA
  2005-SA2    M-1                                        AA
  2005-SA2    M-2                                        A
  2005-SA2    M-3                                        BBB+
  2005-SA2    M-3                                        BBB-
  2005-SA2    B-1                                        BB
  2005-SA2    B-2                                        B
  2005-SA3    I-A, II-A-1, II-A-2, II-A-3, III-A         AAA
  2005-SA3    IV-A, R-I, R-II, R-III                     AAA
  2005-SA3    M-1                                        AA
  2005-SA3    M-2                                        A+
  2005-SA3    M-3                                        BBB
  2005-SA3    B-1                                        BB
  2005-SA3    B-2                                        B
  2005-SA4    I-A1, I-A2-1, I-A2-2, I-A3-1, I-A3-2       AAA
  2005-SA4    II-A1, II-A2, R-I, R-II                    AAA
  2005-SA4    I-M-1                                      AA+
  2005-SA4    II-M-1                                     AA
  2005-SA4    I-M-2                                      AA-
  2005-SA4    II-M-2                                     A  
  2005-SA4    I-M-3                                      BBB+
  2005-SA4    II-M-3                                     BBB
  2005-SA4    I-B-1, II-B-1                              BB
  2005-SA4    I-B-2, II-B-2                              B
  2005-SA5    I-A1 II-A, III-A, R-1, R-II                AAA
  2005-SA5    M-1                                        AA
  2005-SA5    M-2                                        A
  2005-SA5    M-3                                        BBB          
  2005-SA5    B-1                                        BB
  2005-SA5    B-2                                        B
  2005-S1     I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
  2005-S1     I-A-P, I-A-V                               AAA
  2005-S2     A-1, A-2, A-3, A-4, A-5, A-6, A-P, A-V     AAA
  2005-S4     A-1, A-2, A-3, A-P, A-V                    AAA
  2005-S4     M-1                                        AA
  2005-S4     M-2                                        A
  2005-S4     M-3                                        BBB
  2005-S4     B-1                                        BB
  2005-S4     B-2                                        B
  2005-S6     A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8     AAA
  2005-S6     A-P, A-V, R                                AAA
  2005-S7     A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8     AAA
  2005-S7     A-9, A-P, A-V, R-I, R-II                   AAA
  2005-S7     M-1                                        AA
  2005-S7     M-2                                        A
  2005-S7     M-3                                        BBB
  2005-S7     B-1                                        BB
  2005-S7     B-2                                        B
  2005-S8     A-1, A-2, A-3, A-P, A-V, R                 AAA
  2005-S8     M-1                                        AA
  2005-S8     M-2                                        A
  2005-S8     M-3                                        BBB
  2005-S8     B-1                                        BB
  2005-S8     B-2                                        B
  2005-S9     A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8     AAA
  2005-S9     A-9, A-10, A-11, A-12, A-P, A-v, R-I       AAA
  2005-S9     R-II                                       AAA
  2006-SA1    I-A-1, I-A-2, II-A-1, II-A-2, R-I, R-II    AAA
  2006-SA1    M-1                                        AA
  2006-SA1    M-2                                        A
  2006-SA1    M-3                                        BBB
  2006-SA1    B-1                                        BB
  2006-SA1    B-2                                        B
  2006-S1     I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
  2006-S1     I-A-7, I-A-8, I-A-9, II-A, A-P, A-V, R-1   AAA
  2006-S1     R-II                                       AAA
  2006-S1     M-1                                        AA
  2006-S1     M-2                                        A
  2006-S1     M-3                                        BBB
  2006-S1     B-1                                        BB
  2006-S1     B-2                                        B
  2006-S2     A-1, A-2, A-3, A-4, A-5, A-6, A-7, R       AAA
  2006-S2     A-P, A-V                                   AAA
  2006-S3     A-1, A-2, A-3, A-4, A-5, A-6, A-7          AAA
  2006-S3     A-8, A-9, A-10, R, A-P, A-V                AAA
  2006-S4     A-1, A-2, A-3, A-4, A-5, A-6, A-7          AAA
  2006-S4     A-8, A-9, A-10, A-P, A-V, R-I, R-II        AAA


RURAL/METRO: Makes $7 Million Principal Payment on Term Loan B
--------------------------------------------------------------
Rural/Metro Corporation reported that it made a $7 million
unscheduled principal payment on its senior secured Term Loan B to
reduce the principal balance to $100 million and generate annual
interest savings of approximately $549,000.

The Company also announced that it is in the process of completing
its financial statements and related disclosures for the three
months ended Sept. 30, 2006 and will file for a five-day extension
to file its first-quarter report on Form 10-Q.

Jack Brucker, president and chief executive officer, said, "We are
pleased by our ability to continue generating strong free cash
flow that we can apply to overall debt reduction as we execute on
our deleveraging strategy and demonstrate our commitment to
enhancing long-term stockholder value.  We believe our debt-
reduction strategy will provide excellent opportunities to enhance
profitability while maintaining our long-standing reputation as a
high-quality, responsive partner to the cities, counties, fire
departments, healthcare facilities, patients and others who trust
us for their care and protection."

Since the inception of the Term Loan B in March 2005, the Company
has made a total of $35 million in unscheduled principal payments
from operating cash flow and generated approximately $2.7 million
in interest savings.

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.

In its annual report the Company's balance sheet at June 30, 2006
showed $299,192,000 in total assets and $390,599,000 in total
liabilities resulting in a $93,472,000 stockholders' deficit.  The
Company had a $98,643,000 deficit at June 30, 2005.


SALOMON BROTHERS: Moody's Acts on 17 Non-Investment Grade Bonds
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of 16 classes and
affirmed the ratings of 13 classes of Salomon Brothers Commercial
Mortgage Trust 2001-MM, Commercial Mortgage Pass-Through
Certificates, Series 2001-MM:

   -- Class A-3, $120,816,597, Fixed, affirmed at Aaa

   -- Class X, Notional, affirmed at Aaa

   -- Class B, $19,311,544, Fixed/WAC Cap, upgraded to Aaa from
      Aa1

   -- Class C, $24,129,605, Fixed/WAC Cap, upgraded to A1 from A2

   -- Class D, $10,591,148, Fixed/WAC Cap, affirmed at Baa2

   -- Class E-1, $8,323,765, Fixed, upgraded to A2 from Baa1

   -- Class F-1, $7,600,000, Fixed, upgraded to Ba1 from Ba2

   -- Class G-1, $4,111,964, Fixed, affirmed at B3

   -- Class E-2, $12,215,443, Fixed, upgraded to A3 from Baa1

   -- Class F-2, $5,000,000, Fixed, affirmed at Ba1

   -- Class G-2, $2,211,964, Fixed, affirmed at B2

   -- Class E-3, $12,800,000, Fixed, upgraded to A3 from Baa1

   -- Class F-3, $6,100,000, Fixed, upgraded to Ba1 from Ba2

   -- Class G-3, $6,211,964, Fixed, upgraded to B1 from B2

   -- Class E-4, $11,400,000, Fixed, upgraded to Baa1 from Baa2

   -- Class F-4, $2,800,000, Fixed, upgraded to Ba1 from Ba2

   -- Class G-4, $511,964, Fixed, upgraded to Ba3 from B2

   -- Class E-5, $14,400,000, Fixed, affirmed at Baa1

   -- Class F-5, $5,900,000, Fixed, affirmed at Ba1

   -- Class G-5, $511,964, Fixed, affirmed at B2

   -- Class E-6, $7,900,000, Fixed, affirmed at Ba3

   -- Class F-6, $1,200,000, Fixed, affirmed at B3

   -- Class G-6, $511,964, Fixed, affirmed at Caa2

   -- Class E-7, $12,300,000, Fixed, upgraded to Baa1 from Baa2

   -- Class F-7, $1,400,000, Fixed, upgraded to Ba1 from Ba2

   -- Class G-7, $1,811,964, Fixed, upgraded to Ba3 from B2

   -- Class E-8, $15,000,000, Fixed, upgraded to Baa1 from Baa2

   -- Class F-8, $5,500,000, Fixed, upgraded to Ba1 from Ba2

   -- Class G-8, $3,811,964, Fixed, affirmed at B2

As of the Oct. 18, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 51.9%
to $324.4 million from $674.4 million at securitization. The
Certificates are collateralized by 19 mortgage loans ranging in
size from 2.4% to 9.9% of the pool, with the top 10 loans
representing 71.7% of the pool.  There have been no losses since
securitization and currently there are no loans in special
servicing.  The loans were originated by Massachusetts Mutual Life
Insurance Company.

This transaction has some unique features in terms of certificate
structure, loan grouping, payment priority and loss allocation.
The trust consists of five senior certificates and 24 junior
certificates.  The junior certificates are divided into eight
series that each contain three certificates (Classes E, F and G)
that correspond to eight specific loan groups.  Each loan group
originally contained 4 loans.  The aggregate principal balance of
each loan group is divided into a senior portion and a junior
portion.  

After the principal balance of the related senior portion has been
reduced to zero, the principal balance of each junior portion is
reduced by the remaining payments of principal made on the related
mortgage loans.  Based on the payment priority and the certificate
structure of this transaction, it is possible that a junior
certificate holder may receive principal payments before the
principal balance of a higher-rated certificate is reduced to
zero.  It is also possible that a junior certificate holder of a
lower-rated bond may receive principal payment before the
principal balance of a higher-rated certificate from a different
junior certificate series is reduced to zero.

Moody's was provided with year-end 2005 operating results for
97.4% of the pool.  The loan to value ratio for the overall pool
is 64.7%, compared to 66.7% at Moody's last full review in April
2005 and compared to 72.8% at securitization.  The LTV of each
loan group is discussed below.  

Moody's is upgrading pooled Classes B and C due to increased
subordination levels and improved overall pool performance.  Also,
the rating agency is upgrading Classes E-1, F-1, E-2, E-3, F-3, E-
4, F-4, E-7, F-7, E-8, F-8, G-3, G-4 and G-7 due to the improved
performance of the associated loan group.

Loan Group A consists of two loans totaling $20 million and is the
collateral for Classes E-1, F-1 and G-1.  Loan Group A's
certificate balance has declined by approximately 76.8% since
securitization due to the payoff of two loans and amortization of
the remaining two loans.  The loans in this group are no longer
making principal payments to the senior pooled classes.  The
largest loan in this loan group is the 2777 East Camelback Road
Loan ($10.4 million), which is secured by a 106,000 square foot
office building located in Phoenix, Arizona.  

Moody's LTV for Loan Group A is 72.2%, compared to 81.7% at last
review, resulting in an upgrade of Classes E-1 and F-1.

Loan Group B consists of two loans totaling $19.4 million and is
the collateral for Classes E-2, F-2 and G-2. Loan Group B's
certificate balance has declined by approximately 76.7% since
securitization due to the payoff of two loans and amortization of
the remaining two loans.  The loans in this group are no longer
making principal payments to the senior pooled classes.  The
largest loan in Loan Group B is the Mercy West Medical Center Loan
($11.0 million), which is secured by a 142,000 square foot medical
office building in Clive, Iowa.  

Moody's LTV for Loan Group B is 68.2%, compared to 72.1% at last
review, resulting in an upgrade of Class E-2.

Loan Group C consists of two loans totaling $33.6 million and is
the collateral for Classes E-3, F-3 and G-3. Loan Group C's
certificate balance has declined by approximately 61% since
securitization due to the payoff of two loans and amortization of
the remaining two loans.  The largest loan in Loan Group C is the
Trails Village Center Loan ($17.1 million), which is secured by
134,000 square foot retail center located in Las Vegas, Nevada.
Moody's LTV for Loan Group C is 56.1%, compared to 72.9% at last
review, resulting in an upgrade of Classes E-3, F-3 and G-3.

Loan Group D consists of two loans totaling $39.4 million and is
the collateral for Classes E-4, F-4 and G-4.  Loan Group D's
certificate balance has declined by approximately 51.3% since
securitization due to the payoff of one loan and amortization of
the remaining three loans.  The largest loan in Loan Group D is
the Richmond Square Loan ($23.9 million), which is secured by a
360-unit luxury high rise apartment building located in Arlington,
Virginia.  

Moody's LTV for Loan Group D is 54.8%, compared to 64.9% at last
review, resulting in an upgrade of Classes E-4, F-4 and G-4.

Loan Group E consists of three loans totaling $54.8 million and is
the collateral for Classes E-5, F-5 and G-5. Loan Group E's
certificate balance has declined by approximately 35.8% since
securitization due to the payoff of one loan and amortization of
the remaining three loans.  The largest loan in Group E is the
Glenpointe Center East Loan ($32.0 million), which is secured by a
319,000 square foot Class A office complex located in Teaneck, New
Jersey.  Although the property is currently 100% occupied, the
Teaneck office market has softened since securitization with an
estimated current vacancy rate of 25%.  

Moody's LTV for Loan Group E is 65.4%, compared to 62.7% at last
review.

Loan Group F consists of three loans totaling $49.9 million and is
the collateral for Classes E-6, F-6 and G-6.  Loan Group F's
certificate balance has declined by approximately 37.8% since
securitization due to the payoff of one loan and amortization of
the remaining three loans.  The largest loan in Loan Group F is
the SouthPark Towers Loan ($28 million), which is secured by a
Class A office building located in Charlotte, North Carolina.  The
property is 80.0% occupied, essentially the same as at last
review, compared to 98.4% at securitization.  The performance of
this property has improved slightly since last review.  

Moody's LTV for Loan Group F is 84.9%, compared to 90.3% at last
review.

Loan Group G consists of two loans totaling $42.8 million and is
the collateral for Classes E-7, F-7 and G-7. Loan Group G's
certificate balance has declined by approximately 50.3% since
securitization due to the payoff of two loans and amortization of
the remaining two loans.  The largest loan in Loan Group G is the
Capitol Place III Loan ($24.3 million), which is secured by a
303,000 square foot office building located in Washington, D.C.
Moody's LTV for Loan Group G is 50.2%, compared to 66.5% at last
review, resulting in an upgrade of Classes E-7, F-7 and G-7.

Loan Group H consists of three loans totaling $64.4 million and is
the collateral for Classes E-8, F-8 and G-8. Loan Group H's
certificate balance has declined by approximately 25.0% since
securitization due to the payoff of one loan and amortization of
the remaining three loans.  The largest loan in Loan Group H is
the Stamford Square Loan ($31.3 million), which is secured by a
275,000 square foot Class A office building located in Stamford,
Connecticut.  The property is 100% occupied, the same as at
securitization.  

Moody's LTV for Loan Group H is 65.1%, compared to 70.9% at last
review, resulting in an upgrade of Classes E-8 and F-8.

The pool's collateral is a mix of office, multifamily, retail  and
lodging.  The collateral properties are located in 14 states and
the District of Columbia. The highest state concentrations are New
York, Washington, D.C., New Jersey, Connecticut and North
Carolina.  All of the loans are fixed rate.


SAN JOAQUIN: Fitch Affirms BB Rating on $1.97 Bil. Revenue Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the underlying 'BB' ratings for these
San Joaquin Hills Transportation Corridor Agency, California
issues:

     -- $1.75 billion insured and uninsured toll road refunding
        revenue bonds, series 1997A;

     -- $226 million senior lien toll road revenue bonds, series
        1993.

The Rating Outlook is Stable.  A portion of the series 1997A bonds
is rated 'AAA' based on a guarantee of scheduled debt service
payments under an insurance policy with MBIA Insurance Corporation
(insurer financial strength rated 'AAA' by Fitch).  The bonds were
originally underwritten by Citigroup Global Markets Inc.  The
bonds are secured by a net pledge of toll revenue collected at the
mainline and ramp toll plazas and a portion of development impact
fees assessed in the corridor.

The 'BB' rating reflects the strength of the SJHTCA's service
area, management's demonstrated willingness to raise rates and act
in the interest of bondholders, more economic rate-making
flexibility than previously anticipated, slightly improved
financial flexibility, and the project's role as a congestion
reliever.  The rating also incorporates the future financial
challenges faced by the SJHTCA which are evidenced by the 64%
increase in debt service obligations from fiscal year 2006-2012
and the nearly 100% increase by 2018.  In addition, the SJHTCA
will need to remain at its revenue maximization point for the
foreseeable future to prevent a default, thus limiting its ability
to deal with the loss of traffic from the construction of
Foothill/South or short-to medium term disruptions from economic
cycles between now and the final maturity of the debt in 2036.

SJHTCA's experience with implementing consistent toll increases
supports Fitch's view that such facilities have growing strength
over time.  In Fitch's base case scenario which assumes annual
rate increases at or above inflation, but below levels implemented
by the SJHTCA board over the past five years, traffic could be
expected to continue to grow moderately over time and may very
well provide the SJHTCA with enough revenue to prevent a default.

Even under Fitch's stress case scenario which assumes much lower
traffic and revenue growth, a payment default would be forestalled
to 2025-2030, with liquidity draws beginning in 2012.  Fitch does
assume the receipt of $120 million in mitigation payments for the
impact of the construction of Foothill/South, which will be made
by the SHJTCA's sister agency the Foothill/Eastern Transportation
Corridor Agency (F/ETCA) pursuant to a mitigation payment and loan
agreement entered into by the two agencies in November 2005.  
Importantly, the base and stress scenarios do not assume the
availability of loan proceeds from the F/ETCA, as Fitch believes
that the high likelihood for construction increases on
Foothill/South may limit the availability of surplus cash for the
SJHTCA.

Traffic on the facility was up 0.6% and 3.5% in fiscal years 2005
and 2006, respectively.  While the growth rate is low, it was
achieved despite an 18% increase in the average toll between
fiscal 2004 and fiscal 2006.  Traffic on the facility has grown at
an average annual growth rate of about 12% between fiscal years
1997-2006 and reflects eight toll increases.  Revenue was up 12.9%
and 8.3% in fiscal years 2005 and 2006, respectively, and has
increased at an AAGR of 19.2% between fiscal years 1997-2006.

Excluding ramp-up in 1997-2000, revenue has grown at an AAGR of
9.8% between 2000 and 2006.  Despite the substantial and frequent
toll increases - the average toll has increased over 200% since
the road opened - traffic has continued its slow growth every
year, with fiscal 2001 being the only year in which traffic did
not grow.  In July of 2006, the mainline peak hour toll was
increased by 14.3% ($0.50) and the off-peak mainline toll was
increased by 8.3% ($0.25).  Thus far traffic appears to be running
at between 0-2% above fiscal 2006, with revenue up between 8-9%.

Debt service coverage for fiscal 2006 - including the use of
approximately $1 million from the rate stabilization fund and the
$12 million available under the Federal letter of Credit - was
1.41 times (x).  Coverage in fiscal 2005 was 1.42x assuming $2
million in the rate stabilization fund.  Structured liquidity
consists of the Toll Rate Stabilization Fund which had $2 million,
the Debt Service Reserve Fund which had $133.5 million and
Occupancy Fund which had $15 million in cash and $10 million in
the form of a surety, all as of June 30, 2006.

The San Joaquin Hills toll road is one of two projects managed by
the Transportation Corridor Agencies of Orange County, California.
While toll revenues are the primary source of income on the San
Joaquin Hills toll road, net development impact fees are also
pledged to the bonds.  The TCA also manages the Foothill/Eastern
toll roads. Fitch rates the Foothill/Eastern project bonds 'BBB.'


SCOTTISH RE: Likely Notes' Non-Payment Prompts S&P to Cut Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Scottish Re Group Ltd. to 'CCC' from 'B+' and kept the
rating on CreditWatch with negative implications.

Standard & Poor's also lowered its counterparty credit and
financial strength ratings on Scottish Re's operating companies to
'B+' from 'BBB-' and kept them on CreditWatch with negative
implications.

In addition, Standard & Poor's raised its senior secured debt
rating on Ballantyne Re plc's Class A-1 notes to 'AA' from 'BBB-'
and removed the rating from CreditWatch developing.

Standard & Poor's also raised its subordinated debt rating on
Ballantyne's Class B-1 and B-2 notes to 'BBB+' from 'BBB-' and
removed these ratings from CreditWatch developing.

Ballantyne Re is a special-purpose reinsurer established by
Scottish Re for the purpose of reinsuring certain policies assumed
by Scottish Re from Security Life of Denver Insurance Co.
(AA/Stable/A-1+).

"The downgrade on Scottish Re reflects the increased possibility
that the company will not repay the noteholders of $115 million of
convertible notes, who are likely to exercise a put option on
Dec. 6, 2006," Standard & Poor's credit analyst Neil Strauss said.

"The payment of the noteholders from holding-company funds has
been at risk since the summer, when the company announced poor
second-quarter results."

These results created an adverse event for its credit facility and
thus disallowed funds being upstreamed from the operating
companies, where liquidity would normally be available to the
holding company.

Although the company might be able to eliminate the credit
facility outstanding balance and thereby cancel the bank
agreement, there has only been slow incremental progress to that
goal over the past several months, and the attainment of that goal
is uncertain, as it depends on third parties whose sense of
urgency and timing might lag Scottish Re's.

In addition, although the company has stated that it is exploring
strategic alternatives to either sell the company or receive a
capital infusion, this process lags significantly the company's
original timetable for resolution.  Such a transaction remains
possible and could have positive credit characteristics. However,
attainment of such a deal is uncertain as well and dependent
wholly on actions of third parties.

The downgrade of the operating company reflects tight liquidity
for the ongoing needs in the business.  The company's recently
released 10Q stated that Scottish Re runs the risk of its
liquidity sources being outpaced by its liquidity needs as early
as the end of second-quarter 2007 unless affirmative steps are
taken to restructure or sell the business.

The company's business plan had been to finance cash-flow needs
from raising capital, securitizations, or both.  However, in the
company's current vulnerable position, neither can be counted on.

Thus, a run-off scenario for this company would not be orderly, as
cash flow could turn negative within the next year and stay
negative for several years.

In the event that a transaction is consummated prior to the Dec. 6
deadline to either raise liquidity to solve the immediate problem
or a capital infusion is arranged to help towards solution of the
longer term financing needs, Standard & Poor's would evaluate the
ratings based on the terms of the transaction.  

Any final resolution would incorporate the viability of the
franchise and business prospects following the events of the past
several months.

Standard & Poor's raised the ratings on Ballantyne after further
conversations with Security Life of Denver, the sole cedent of the
block of business contained in the structure.  Standard & Poor's
conclusion is that it can look directly through to Security Life
of Denver as the relevant counterparty to this transaction.


SEA CONTAINERS: Taps Sidley Austin as Bankruptcy Counsel
--------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Sidley Austin LLP as their general reorganization and bankruptcy
counsel, nunc pro tunc to Oct. 15, 2006.

Edwin S. Hetherington, vice president, general counsel and
secretary of Sea Containers, Ltd., states that in the months
leading up to the Petition Date, Sidley has been advising the
Debtors on restructuring and insolvency issues, including factors
pertinent to the commencement of the Debtors' Chapter 11 cases,
as well as on general corporate, banking and litigation matters.
Mr. Hetherington adds the Debtors' Chapter 11 cases are complex
and require counsel with extensive experience in bankruptcy,
insolvency and restructuring matters, including cross-border
insolvency issues, as well as specialized and substantial
experience in litigation, corporate, real estate, intellectual
property, employment, banking and tax law.

As the Debtors' general counsel, Sidley will:

   (a) provide legal advice with respect to the Debtors' powers
       and duties as debtors-in-possession in the continued
       operation of their businesses;

   (b) take all necessary action on the Debtors' behalf to
       protect and preserve the Debtors' estates, including
       prosecuting actions on the Debtors' behalf, negotiating
       any and all litigation in which the Debtors are involved,
       and objecting to claims filed against the Debtors'
       estates;

   (c) prepare, on the Debtors' behalf, all necessary motions,
       answers, orders, reports, and other legal papers in
       connection with the administration of the Debtors'
       estates;

   (d) attend meetings and negotiate with representatives of
       creditors and other parties-in-interest, attend court
       hearings, and advise the Debtors on the conduct of their
       Chapter 11 cases;

   (e) perform any and all other legal services for the Debtors
       in connection with their Chapter 11 cases and with the
       formulation and implementation of the Debtors' plan of
       reorganization;

   (f) advise and assist the Debtors regarding all aspects of the
       plan confirmation process, including, but not limited to,
       securing the approval of a disclosure statement,
       soliciting votes in support of plan confirmation, and
       securing confirmation of the plan;

   (g) provide legal advice and representation with respect to
       various obligations of the Debtors and their directors and
       officers;

   (h) provide legal advice and perform legal services with
       respect to matters involving the negotiation of the terms
       and the issuance of corporate securities, matters relating
       to corporate governance and interpretation, application or
       amendment of the Debtors' corporate documents, including
       their certificates or articles of incorporation, bylaws,
       material contracts, and matters involving the fiduciary
       duties of the Debtors and their officers and directors;

   (i) provide legal advice and legal services to directors and
       officers, including former directors and officers, of the
       Debtors with respect to the class action securities
       litigation;

   (j) provide legal advice and legal services with respect to
       litigation, tax and other general non-bankruptcy legal
       issues for the Debtors to the extent requested by the
       Debtors; and

   (k) render other services, as agreed upon by Sidley and the
       Debtors.

Mr. Hetherington relates that Sidley is a full-service law firm
with a national and international presence -- with lawyers in
major cities throughout the United States, Europe and Asia.  He
adds that the firm has experience and expertise in every major
substantive area of legal practice, and its clients include
leading public companies and privately held businesses in a
variety of industries and major nonprofit organizations.

Sidley intends to charge the Debtors for its legal services on an
hourly basis.  Mr. Hetherington tells the Court that the firm's
professionals bill:

      Designation                           Hourly Rates
      -----------                          ---------------
      U.S.-based partners                    $415 - $850
      U.S.-based associates                  $190 - $495
      U.S.-based paraprofessionals            $25 - $240

      U.K.-based partners                  GBP450 - GBP550
      U.K.-based associates                GBP195 - GBP410
      U.K.-based paraprofessionals         GBP110 - GBP140

As of the Petition Date, Sidley held a $402,969 retainer.  Sidley
received $5,663,079 in fees and $229,489 in expenses within one
year prior to the Petition Date.

Larry J. Nyhan, Esq., a partner at Sidley Austin LLP, assures the
Court that the firm does not hold or represent any interest
adverse to the Debtors' estates in matters upon which it is to be
engaged and it is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

Mr. Hetherington also relates that Sidley represented and still
represents GE Capital Corporation and some of its subsidiaries in
matters unrelated to the Debtors or their Chapter 11 cases.  GE
owns 50% of the outstanding equity interests of GE Seaco, of
which SCL is also a co-owner.  Mr. Hetherington says Sidley is
not precluded from representing the Debtors in all restructuring
and bankruptcy matters, and taking positions on SCL's behalf in
bankruptcy matters involving GE, both in negotiations and in
pleadings, including confirmation of a plan of reorganization.  
Mr. Hetherington discloses the Debtors seek to employ Kirkland &
Ellis LLP as their special conflicts litigation counsel for the
sole and limited purpose of representing SCL in any litigation or
arbitration against or involving GE.

                      About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight   
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).  
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SEA CONTAINERS: U.S. Trustee Appoints Seven-Member Creditors Panel
------------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Kelly B.
Stapleton, the United States Trustee for Region 3, has appointed
seven creditors willing to serve on the Official Committee of
Unsecured Creditors in Sea Containers, Ltd., and its debtor-
affiliates' Chapter 11 cases:

   1. Bank of New York
      101 Barclay Street-8 West
      New York, NY 10286
      Attn: Martin Feig, Vice President
      Phone: (212) 815-5385
      Fax: (732) 667-4767

   2. Sea Containers 1983 Pension Scheme Aspen Trustees, Ltd.
      303-306 High Holbern
      London WCIV 7J2, United Kingdom
      Attn: Jane Kathryn Fryer
      Phone: (44) 207-430-0734
      Fax: (44) 207-430-0525

   3. Sea Containers 1990 Pension Scheme
      c/o Ferrington Yates, Esq.
      Sonnenschein Nath & Rosenthal LLP
      1221 Avenue of the Americas
      New York, NY 10020
      Phone: (212) 768-6878
      Fax: (212) 768-6800

   4. HSH Nordbank AG
      Gerhart-Hauptmann-Platz 50
      Hamburg, Germany D20095
      Attn: Jorg-Rainer Kalz
      Phone: (9) 40-3333-13561
      Fax: (9) 40-3333-13561

   5. Trilogy Capital LLC
      2 Pickwick Plaza
      Greenwich, CT 06830
      Attn: Barry D. Kupferberg
      Phone: (203) 971-3420
      Fax: (203) 971-3499

   6. Dune Capital LLC
      c/o Dune Capital Management LP
      623 Fifth Avenue, 30th Floor
      New York, NY 10022
      Attn: Andrew B. Cohen
      Phone: (212) 301-8308
      Fax: (646) 885-2473

   7. Mariner Investment Group, Inc.
      500 Mamaroneck Avenue, Suite 101
      Harrison, NY 10528
      Attn: Adam S. Cohen
      Phone: (914) 798-4234
      Fax: (914) 777-3363

                      About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight   
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).  
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SOUNDVIEW HOME: Moody's Rates Class M-10 Certificates at Ba1
------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by SoundView Home Loan Trust 2006-WF1, and
ratings ranging from Aa1 to Ba1 to the subordinate certificates in
the deal.

The securitization is backed by Wells Fargo Bank, N.A. originated
adjustable-rate and fixed-rate Alt-A mortgage loans.  The ratings
are based primarily on the credit quality of the loans and on the
protection from subordination, excess spread,
overcollateralization, an interest rate swap agreement and
mortgage insurance.  

After taking into account the benefits of mortgage insurance,
Moody's expects collateral losses to range from 2.45% to 2.95%.

Wells Fargo Bank, N.A. will service the loans.  Moody's has
assigned Wells Fargo Bank, N.A. its top servicer quality rating of
SQ1 for prime residential mortgage loans.

These are the rating actions:

   * SoundView Home Loan Trust 2006-WF1

   * Asset-Backed Certificates, Series 2006-WF1

                    Cl. A-1A, Assigned Aaa
                    Cl. A-2, Assigned Aaa
                    Cl. A-3, Assigned Aaa
                    Cl. A-4, Assigned Aaa
                    Cl. A-1F, 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


SPECIALTYCHEM PRODUCTS: Sells All Assets to Resilience Capital
--------------------------------------------------------------
Resilience Capital Partners has completed the acquisition of
substantially all of the assets of SpecialtyChem Products
Corporation.  The new company will be known as ChemDesign
Products, Inc.

Bassem Mansour, a managing partner of Resilience Capital Partners,
said, "We are thankful to the company's dedicated employees,
suppliers and customers for their continued support and commitment
to the business. We are excited about the growth prospects of
SpecialtyChem and believe that we can help achieve those goals
with proper capitalization and support for the organization,"

"We are enthusiastic about our new ownership under Resilience
Capital and continue to believe that SpecialtyChem is well
positioned to be a leader in the fine and specialty chemical
marketplace," Dave Mielke, president of SpecialtyChem, said.

"SpecialtyChem serves an important niche in the fine chemicals
industry with a blue chip customer base. We are highly confident
that the Marinette facility can return to the profitable position
it had achieved in the past," Steven Rosen, a Managing Partner of
Resilience Capital Partners, said.

                About Resilience Capital Partners

Resilience Capital Partners -- http://www.resiliencecapital.com/-
- is a private equity firm based in Cleveland, Ohio focused on
investing in underperforming and turnaround situations.  
Resilience's investment strategy is to acquire lower middle market
companies that have solid fundamental business prospects, but have
suffered from a cyclical industry downturn, are under-capitalized,
or have less than adequate management resources.  Resilience
typically acquires companies with revenues of $25 million to $250
million. Resilience manages two private equity funds with capital
under management of over $75 million.  Since its inception in
2001, Resilience has acquired 11 companies with revenues in excess
of $600 million.

                   About ChemDesign Corporation

Headquartered in Fitchburg, Massachusetts, ChemDesign Corporation
-- http://www.chemdesigncorp.com/-- is a custom manufacturer of  
various fine organic chemicals for paper products, electronics,
agricultural products and other materials.  The Debtor filed for
chapter 11 protection on Aug. 27, 2006 (Bankr. E.D. Wis. Case No.
06-24729.  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $10 million and
$50 million.

                   About SpecialtyChem Products

Headquartered in Marinette, Wisconsin, SpecialtyChem Products,
Corp., manufactures various organic chemicals for paper products,
electronics, agricultural products and other materials.  The
company filed for chapter 11 protection on June 12, 2006 (Bankr.
E.D. Wis. Case No. 06-23131).  Christopher J. Stroebel, Esq.,
Timothy F. Nixon and Marie L. Nienhuis, Esq., at Godfrey & Kahn,
S.C., represent the Debtor in its restructuring efforts.  Fort
Dearborn Partners, Inc., is the Debtor's turnaround consultant,
and gives financial advice to the Debtor.  Matthew M. Beier, Esq.,
and Eliza M. Reyes, Esq., at Brennan, Steil and Basting, S.C., and
Matthew T. Gensburg, Esq., and Nancy A. Peterman, Esq., at
Greenberg Traurig, L.L.P., represent the Official Committee of
Unsecured Creditors of the Debtor.  In its schedule of assets and
liabilities, the Debtor disclosed $11,394,224 in total assets and
$12,323,425 in total debts.


STRUCTURED ASSET: S&P Puts Default Rating on Two Security Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of mortgage-backed securities from Structured Asset
Securities Corp. Mortgage Loan Trust's series 2004-S4 and
2005-S5 to 'D' from 'CCC'.

The ratings on class B-3 from series 2004-S4 and class B-4 from
series 2005-S5 are lowered to 'D' due to principal write-downs of
$105,389 and $550,203, respectively, during the October 2006
remittance period.

The principal write-downs occurred because the transactions
experienced losses of $1.3 million for series 2004-S4 and
$2.1 million for series 2005-S5, which completely eroded the
overcollateralization available.  Total delinquencies were 5.89%
for series 2005-S5 and 11.20% for series 2004-S4, and cumulative
realized losses were 2.60% for series 2004-S4 and 2.85% for series
2005-S5.
    
The collateral in these transactions consists of pools of
conventional, fixed-rate, second-lien, fully amortizing and
balloon residential mortgage loans.

                        Ratings Lowered

      Structured Asset Securities Corp. Mortgage Loan Trust

                            Rating

             Series      Class    To              From
             ------      -----    --              ----
             2004-S4     B-3      D               CCC     
             2005-S5     B-4      D               CCC


SUSAN GREENFIELD: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Susan P. Greenfield
        1580 Sandpiper Cir
        Weston, FL 33327

Bankruptcy Case No.: 06-15885

Type of Business: The Debtor filed for chapter 11 protection on
                  April 14, 2006 (Bankr. S.D. Fla. Case No. 06-
                  11381).

Chapter 11 Petition Date: November 15, 2006

Court: Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Sherri B. Simpson, Esq.
                  Sherri B. Simpson, P.A.
                  517 Southwest 1 Avenue
                  Fort Lauderdale, FL 33301
                  Tel: (954) 524-4141
                  Fax: (954) 763-5117

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                       Nature of Claim      Claim Amount
   ------                       ---------------      ------------
Honk Food International         Final Judgment for     $2,068,827
S. De R.L.                      appealed damages
c/o Robert Goldman, Esq.
1 East Broward Boulevard
Suite 700
Fort Lauderdale, FL 33301

Florida Department of           Court Ordered             $72,169
Court Ordered Payments          Restitution
P.O. Box 12300
Tallahassee, FL 32317-2300

Bank of America                 Charge Account            $14,420
P.O. Box 1598
Norfolk, VA 23501

Amex                            Credit Card Purchase      $11,381

MBNA America                    Credit Card Purchase       $3,404

Afni, Inc.                      Collection Sprint          $1,533

Merchant's Credit Guide Co.     Collection - Shell Oil     $1,194

Central Finl. Control           Collection - Cleveland       $890
                                Clinic Hospital

Sterling & King Inc.            Collection -                 $801
                                Carotrans Intl. Inc.

CBE Group                       Collection Dish              $746
                                Network

KCA financial Services          Collection -                 $599
                                MCI/Worldcom

Professional Adjustment         Collection -                 $377
                                Zephyrhills Spr.

Internal Revenue Service        2004 & 2002 Audit         Unknown


TAPESTRY PHARMA: Posts $3.6 Mil. Net Loss in Qtr. Ended Sept. 27
----------------------------------------------------------------
Tapestry Pharmaceuticals, Inc., reported a $3.6 million net loss
for the third quarter of 2006 ended Sept. 27, 2006.  This compares
to a net loss for the third quarter of 2005 of $5.5 million.

The operating loss for the third quarter of 2006 was $3.8 million
compared to an operating loss of $4.7 million for the third
quarter of 2005.  The third quarter 2006 operating loss includes a
non-cash compensation expense of $593,000 related to the Company's
implementation in 2006 of SFAS 123(R), which requires the
expensing of employee stock options.

The company did not generate any revenue and had an accumulated
deficit of $119.4 million as of Sept. 27, 2006.

The Company's balance sheet at Sept. 27, 2006, showed $30,209,000
in total assets, $4,770,000 in total liabilities, and
stockholders' equity of $25,439,000.  

As of Sept. 27, 2006, Tapestry had $28.2 million in cash, cash
equivalents, and short-term investments.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?1509

"We have focused virtually all of our monthly cash spend on
advancing our lead compound, TPI 287, a third generation
proprietary taxane, into broad clinical development against a
number of drug resistant solid tumors," commented Leonard P.
Shaykin, Chairman and Chief Executive Officer of Tapestry
Pharmaceuticals.

"Having reached MTD (the maximum tolerated dose) in our once every
21 day Phase I trial, the company is moving expeditiously to
initiate our first Phase II trials at identified participating
clinical sites.  Additional patients are currently being added to
our 21 day Phase I protocol at MTD to give us more clinical
experience with the compound at this dosing schedule.  We continue
to escalate in the weekly times three Phase I dosing regime to
reach MTD.  We hope to present the data from both of these Phase I
studies at the next ASCO meeting in June 2007," added Mr. Shaykin.

"We expect to begin treating patients in our first Phase II trials
of TPI 287 in both prostate and non-small cell lung cancer in the
first quarter of next year.  Additional Phase II studies in other
indications will follow shortly thereafter.  Since our compound is
a taxane, and active preclinically in many resistant solid tumor
cell lines, our Phase II program is designed to determine in what
tumor type our compound should be advanced for Phase III studies.  
As we recruit patients for these multiple Phase II studies we will
see an increase in our clinical spending."

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 21, 2006,
Grant Thornton LLP raised going concern doubts about Tapestry
Pharmaceuticals' ability to continue as a going concern after
auditing its financial statements for the year ending December 28,
2005.

The Company had no revenue and incurred a $17,538,000 net loss
during the year ended December 28, 2005, and, as of that date,
reported an accumulated deficit of $107,262,000.  Cash and short-
term investments on hand totaled $14,086,000 at Dec. 28, 2005.

                About Tapestry Pharmaceuticals

Based in Boulder, Colorado, Tapestry Pharmaceuticals, Inc. --
http://www.tapestrypharma.com/-- develops proprietary therapies  
for the treatment of cancer.  The Company is also actively engaged
in evaluating new therapeutic agents and/or related technologies.


TECHNICAL OLYMPIC: Write-Offs Cue Moody's to Downgrade All Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded all of the ratings of
Technical Olympic USA, Inc., including its corporate family rating
to B1 from Ba3, senior unsecured notes to B2 from Ba3 and its
senior subordinated notes to B3 from B2.

At the same time, Moody's lowered the Loss-Given Default
assessment and rate on the senior unsecured notes to LGD4, 58%
from LGD4, 53%, and on the subordinated notes to LGD5, 88% from
LGD5, 87%.  

The ratings remain on review for downgrade, an action that was
commenced on Sept. 27, 2006.

The downgrades were triggered by the estimated $204 million in
aggregate write-offs that TOA will take in its third quarter,
broken down into $143.6 million of impairment related to its
Transeastern joint venture as well as approximately $60 million of
additional land impairment and option abandonment charges at both
its consolidated entities and at its other joint venture
operations.  

In addition, TOA has in place certain completion guarantees at the
Transeastern joint venture, which could translate into additional
charges, as well as the necessity to defend against, or settle, a
lawsuit from Transeastern's lead banker.  As a result, debt
leverage metrics are likely to weaken even as earnings-based
metrics continue to erode.  The downgrades also consider that
although the company is attempting to pare back its land position,
the total number of lots that it owns and controls at quarter-end
equates to a land supply that approximates eight years--a land
inventory position that is simply untenable in the current market.

The ratings remain on review for downgrade, in large part
reflecting Moody's expectation that earnings in 2007 will decline
significantly from depressed 2006 levels, and that covenant
compliance may become challenging if the company's currently weak
operating environment is protracted.  In addition, management's
ability to build liquidity and reduce debt leverage in the face of
a downturn of unknown breadth and duration is as yet unproven.

Going forward, the ratings could be reduced again if any of the
following were to occur:

   (a) if the company were to begin generating losses from
       continuing operations;

   (b) if the company were required to obtain waivers in order to
       comply with its financial covenants;

   (c) if cash flow were to remain negative;

   (d) if the equity base were to be significantly reduced from
       current levels; or,

   (v) if debt leverage were to exceed 65%.

The ratings outlook could stabilize if the company's land position
were to be reduced significantly, positive cash flow were to be
generated, the equity base strengthened, and debt levels reduced.

These are the rating actions:

   -- Corporate family rating changed to B1 from Ba3

   -- Probability of default rating changed to B1 from Ba3

   -- Senior unsecured note ratings changed to B2 from Ba3

   -- LGD assessment and rate on the senior unsecured notes
      changed to LGD4, 58% from LGD4, 53%

   -- Senior subordinated note ratings changed to B3 from B2

   -- LGD assessment and rate on the senior subordinated notes
      changed at LGD5, 88% from LGD5, 87%.

Headquartered in Hollywood, Florida, Technical Olympic USA, Inc.
builds and sells single family homes largely for the move-up
homebuyer.  It also operates captive mortgage origination and
title insurance service companies.  It is 67%- owned by Technical
Olympic S.A. Revenues and net income for 2005 were approximately
$2.5 billion and $218 million, respectively.


TELCORDIA TECH: Weak Revenue Prompts S&P to Lower Ratings
---------------------------------------------------------
Standard & Poor's Rating Services lowered its ratings on
Piscataway, New Jersey-based Telcordia Technologies Inc. and
removed them from CreditWatch, where they were placed with
negative implications Sept. 29, 2006.  The corporate credit rating
was lowered to 'B' from 'B+', and the rating outlook is negative.

"The ratings downgrade reflects weakness in revenue, EBITDA, and
liquidity, which is expected to continue over the near term," said
Standard & Poor's credit analyst Stephanie Crane.

"We also expect a moderate increase in financial leverage, with
limited prospects for debt payment in the near term
coming from free cash flow."

The ratings reflect Telcordia's vulnerable business profile, with
its narrow and mature addressed market and significant customer
concentration, as well as its leveraged financial profile.  The
ratings are, however, supported by a leading position in providing
products and services for regional Bell operating companies and
global carriers.

Telcordia faces a number of challenges across several business
units.  These include a currently weaker-than-historical telecom
industry spending environment, as well as consolidation within the
RBOCs--a key client base for Telcordia.  Also, the company's focus
on growth markets have yet to achieve the scale needed for
profitability, and its core business is subject to ongoing pricing
pressures.

Standard & Poor's expect full-year fiscal 2007 adjusted EBITDA
margins to continue in the 20% area, despite lower revenue than
previously anticipated, ongoing pricing pressures, and the costs
associated with expansion into new markets.  This reflects cost-
control vigilance and a shift toward offshoring to India.
Including Standard & Poor's adjustment for operating leases and
pension obligations, total debt to adjusted EBITDA is around 6.2x,
ahead of 5.7x levels as of fiscal 2006.


THERMA-WAVE INC: Second Fiscal Qtr. Net Loss Narrows to $1.95 Mil.
------------------------------------------------------------------
Therma-Wave Inc. filed its financial statements for the second
fiscal quarter ended Oct. 1, 2006, with the Securities and
Exchange Commission on Nov. 8, 2006.

Net revenues for the fiscal second quarter 2007 were
$15.8 million, down $2.1 million or 12% sequentially from
$17.9 million recorded in the fiscal first quarter 2007.  Net
revenues declined $1.5 million, or 9%, from the $17.3 million
reported for the fiscal second quarter of 2006.

Net loss attributable to common stockholders for the 2007 second
fiscal quarter was $1.95 million including approximately $450,000
in stock-based compensation costs recorded in accordance with
Statement of Financial Accounting Standards No. 123(R), and
approximately $77,000 in restructuring charges.

Sequentially, net loss attributable to common stockholders
increased by $820,000 compared with a net loss attributable to
common stockholders of $1.13 million in the fiscal first quarter
of 2007.

In the year ago period, the Company reported a net loss
attributable to common stockholders of $4.15 million including the
impact of restructuring charges totaling $2.26 million.

Boris Lipkin, Therma-Wave's president and chief executive officer,
stated, "Our fiscal second quarter performance was highlighted by
bottom line results within our stated guidance range and cash
utilization which was slightly better than anticipated.

"Revenues were below forecast primarily due to a shipment push out
based on a revised customer delivery requirement, an increase in
deferred systems revenue and lower than anticipated upgrade
revenues.

"During the quarter, Therma-Wave received a number of repeat
orders for our leading edge metrology offerings, with new bookings
for the period coming in at $18.8 million.

"New orders were slightly below our original forecast primarily
due to the delay in the release of a significant multi-unit tool
order by one of our customers.

"I am pleased to say that we have already received a significant
portion of this new order in October and expect the remainder to
be recorded during the current quarter.

"We continue to make progress on our next generation Opti-Probe
line of precision measurement tools for the 45nm technology node
and beyond in the areas of thin film and optical critical
dimension metrology.

"During September, we accepted the first production orders for our
45nm Opti-Probe tools based on successful customer demonstrations.
These orders were received before we shipped our first evaluation
tool in October to a customer.

"This marks an important milestone in our next generation 45nm
product launch cycle and reflects the confidence our customers
have in our ability to provide the tools critical to their most
important next generation metrology production needs," Mr. Lipkin
concluded.

Gross margin for the fiscal second quarter 2007 was 38.5% compared
with 38.3% in the fiscal first quarter 2007 and 34.4% in the year
ago period.

Cash and cash equivalents totaled $17.5 million as of Oct. 1,
2006, reflecting cash utilization of $1.4 million during the
second fiscal quarter.

At Oct. 1, 2006, the Company's balance sheet showed
$59.749 million in total assets, $36.559 million in total
liabilities, $7.260 million in redeemable convertible preferred
stock, and $15.930 million in total stockholders' equity.

Full-text copies of the Company's second fiscal quarter financials
are available for free at http://ResearchArchives.com/t/s?150a

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 20, 2006,
PricewaterhouseCoopers, LLP, in San Jose, California, raised
substantial doubt about Therma-Wave, Inc.'s ability to continue as
a going concern after auditing the Company's consolidated
financial statements for the year ended April 2, 2006.  The
auditor pointed to the Company's recurring net losses and negative
cash flows from operations.

                         About Therma-Wave

Based in Fremont, California, Therma-Wave, Inc. (NASDAQ: TWAV)
-- http://www.thermawave.com/-- develops, manufactures and
markets process control metrology systems used in the manufacture
of semiconductors.  Therma-Wave offers products to the
semiconductor manufacturing industry for the measurement of
transparent and semi-transparent thin films; for the measurement
of critical dimensions and profile of IC features and for the
monitoring of ion implantation.


THOMAS HULING: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Thomas S. Huling
        Diana M. Huling
        1815 Boulder Springs Drive, Apartment D
        Saint Louis, MO 63146

Bankruptcy Case No.: 06-45568

Chapter 11 Petition Date: November 14, 2006

Court: Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtors' Counsel: Bonnie L. Clair, Esq.
                  Summers, Compton, Wells & Hamburg, P.C.
                  8909 Ladue Road
                  St. Louis, MO 63124
                  Tel: (314) 991-4999
                  Fax: (314) 991-2413

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' 15 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The Business Bank of           1943 Wright Street        $223,612
St. Louis                      St. Louis, MO, Rental/    Secured:
8000 Maryland                  Investment Property       $185,000
Saint Louis, MO 63105
                               $7628 Pa., St. Louis,      $34,869
                               MO, Foreclosed,
                               7/27/2006
                               Deficiency Balance
                               Business Debt

                               142 North Main Street     $241,496
                               St. Charles, MO 63301
                               Foreclosed,
                               Deficiency Balance,
                               Business Debt

                               5627 Chamberlain Avenue   $112,000
                               St. Louis, MO 63112
                               Business Debt

Private Bank                   2201 Atwater, St. Louis   $264,000
1401 South Brentwood           MO, Foreclosed,
Boulevard                      Deficiency Balance,
Saint Louis, MO 63144          Business Debt

Lindell Bank                   10192 Baron 1328 Colby    $174,524
5500 Mexico Road               5538 Hodiamont 10015
Saint Peters, MO 63376         Monarch Foreclosed
                               Deficiency balance,
                               Business Debt

                               3931 Ohio, St. Louis       $77,010
                               MO 63118
Frank Anselmo                                            $250,000
430 Nantucket
Saint Charles, MO 63301

Eagle Bank                     2720-24 Chippewa          $177,477
P.O. Box 128
Festus, MO 63028

New Frontier                   4055-57 Botanical,         $88,500
                               St. Louis, MO 63110
                               Foreclosed Deficiency
                               Balance, Business Debt

King Commercial Leasing        Potential Guarantee/       $73,309
                               Deficiency Balance of
                               Equipment lease/purchase,
                               Business Debt

King Commercial Leasing        Potential Guarantee/       $63,978
                               Deficiency Balance of
                               Equipment lease/purchase,
                               Business Debt

Chase Home Finance, LLC        3736 Oregon Avenue         $55,023
                               St. Louis, MO 63118
                               Deficiency Balance,
                               Business Debt

Jefferson Bank & Trust         3507 Central, St. Louis    $53,942
                               MO 63133, Foreclosed

Citizens National Bank         Deficiency Balance,        $52,623
                               Business Debt

Private Bank                   6331 Hancock, St. Louis    $48,000
                               MO, Foreclosed,
                               Deficiency Balance,
                               Business Debt

Washington Mutual Home Loans   4346 Humphrey              $42,400
                               St. Louis, MO 63116
                               Business Debt

St. Louis County               Real Estate Taxes          $37,337
                               3145 Fee Fee Road
                               Business Debt

Gateway Bank of St. Louis      4100 2-5 Cleveland,        $35,530
                               St. Louis, MO 63110
                               Foreclosed 6/28/2006
                               Deficiency Balance,
                               Business Debt


TRANSMERIDIAN EXPLORATION: $290 Mil. Sr. Notes Trading at Discount
------------------------------------------------------------------
Transmeridian Exploration Inc.'s $290 million of 12% senior
secured notes due 2010 are trading at a discount -- 93.75% of the
bond's face amount.  Currently, the bonds have a yield slightly
above 14%.

The Company posted 15 quarters of successive losses.

In its latest filing with the Securities and Exchange Commission,
the Company reported a $14.235 million net loss on $7.755 million
of revenues for the third quarter ended Sept. 30, 2006, compared
with a $2.523 million net loss on $3.852 million of revenues in
the comparable period of 2005.

At Sept. 30, 2006, the Company's balance sheet showed
$315.681 million in total assets, $277.323 million in total
liabilities, and $38.358 million in total stockholders' equity.

The Company had $78.259 million of accumulated deficit at
Sept. 30, 2006, compared with $37.686 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?152a

Lorrie T. Olivier is the Company's chairman of the board,
president, and chief executive officer.

Earl W. McNiel is the Company's chief financial officer.

Transmeridian Exploration Incorporated (AMEX: TMY) is an
independent energy company established to acquire and develop
identified and underdeveloped oil reserves in the region around
the Caspian Sea.  Transmeridian targets medium sized fields with
low initial entry costs, identified reserves, significant upside
reserve potential and a quick payback period of two to three years
and which offer the likelihood of lower than average international
finding costs.

Transmeridian's primary oil and gas property is the South Alibek
Field, in which the company holds a 100% interest through its
subsidiary CaspiNeftTME in Kazakhstan.


TRIPOS INC: Posts $4.4 Million Net Loss in 2006 Third Quarter
-------------------------------------------------------------
Tripos, Inc., reported financial results for the third quarter of
the fiscal year ended Sept. 30, 2006.

For the three months ended Sept. 30, 2006, the Company reported a
net loss of $4.4 million on $7.7 million of revenue compared with
net income of $160,000 on $13.2 million of revenue for the third
quarter of 2005.

Financial results for the third quarter were impacted by several
factors.  Most significant among these was the continued losses at
the Tripos Discovery Research, Ltd., chemistry facility in England
due to the failure to close the anticipated pipeline of business.

The company incurred a restructuring charge of $338,000 for the
elimination of 14 positions in August at the Tripos Discovery
Research facility.  In addition, Tripos has conducted a further
reduction of positions at this facility in the fourth quarter of
2006 with an expected charge of $500,000.  Also impacting the
quarter was the delay in recognition of approximately $1.4 million
of revenues on the informatics service contract with Wyeth
Pharmaceuticals.  This delayed revenue recognition was the result
of a delay in the project plan and incremental costs required for
completion of the assignment.  The third quarter of 2006 also
included certain expenses related to actions taken to better
position the informatics products business going forward. Tripos
initiated the replacement of two distributors in the Pacific Rim
territory and launched a promotional offer for a new software
product, Surflex-Dock(TM), which provides an incentive for
customers to adopt this technology before the end of 2006.

"We were extremely disappointed with the third-quarter results.
New business that had been anticipated did not develop as
forecasted," said Dr. John P. McAlister, president and CEO of
Tripos.  "Throughout this year, we have dealt with the rapid
realignment of the market for outsourced discovery research
services to the low-cost venues in Asia and Eastern Europe.  As a
result, we have continued to take steps to streamline the
Discovery Research organization as revenue expectations have
changed while we have sought to build a project pipeline with
existing customers and attract new business.  In spite of the
cost-based competition, Tripos leverages the superior science of
its proprietary chemistry techniques, particularly for midsize
pharmaceutical companies and biotechnology organizations."

"Tripos' discovery informatics products business is expanding and
updating its offerings to leverage new scientific applications and
improved user functionality.  During this period, we have
introduced new scientific offerings for computational drug
discovery and protein modelling.  Discovery informatics services
is also transitioning its approach to the services business with
the unveiling of the Benchware(R) Discovery 360 enterprise
solution, the release of the latest generation of Benchware
Notebook as well as leading broad adoption and support of open-
source workflow software," Mr. McAlister concluded.

                 Strategic Alternatives Update

In addition to announcing its third-quarter financial results
today, Tripos also provided an update on its efforts to explore
strategic alternatives.  These options include pursuing merger and
acquisition transactions, becoming a private company, and
separating the discovery informatics and discovery research
businesses.

After extensive activity to identify strategic partners and
comprehensive consideration by the Board of Directors, Tripos has
determined to exit the discovery research business.  Tripos will
proceed as a stand-alone public Discovery Informatics business
unless it is able to negotiate and conclude a transaction to sell
the Discovery Informatics business.

With respect to Tripos' Discovery Research business, Tripos:

    * Has completed further staffing reductions at Tripos
      Discovery Research.

    * Is currently engaged in advanced discussions for the sale of
      the U.K.-based Discovery Research business.  The buyer would
      assume substantially all of the assets and liabilities of
      that business.

    * Is in the process of selling certain surplus real estate in
      the U.K.

With respect to Tripos' Discovery Informatics business, Tripos:

    * Is working to restructure the Discovery Informatics business
      as a public company to continue to provide software and
      enterprise solutions to the pharmaceutical and biotechnology
      industries.

    * As part of the restructuring, the company is seeking funding
      for the near-term capital needs of the Discovery Informatics
      business, either through replacement of its bank credit
      facility, which matures Jan. 1, 2007, or through the
      proceeds of other debt or equity financings, any of which
      may be dilutive to the interests of current stockholders.

    * Continues to evaluate possible sale transactions, and is
      currently in advanced discussions with a potential buyer for
      the Discovery Informatics business.

The Company says that there is no assurance that any of the
matters described might pursue might ultimately lead to a
transaction on terms acceptable to the Tripos board or, where
applicable, Tripos stockholders.  Similarly, Tripos cannot predict
the ultimate proceeds available for stockholders if it is able to
sell its Discovery Research and Discovery Informatics business,
nor can Tripos predict the price at which its common stock would
trade if it continues to operate as a public company focused on
Discovery Informatics.

Commenting on these developments, Dr. McAlister said, "Our board
and management have developed a plan intended to preserve the
current value of our Discovery Informatics business and, over
time, to provide increased value to our stockholders.  We are
mindful that over the course of 2006, our stockholders have been
very patient with us.  They have witnessed a substantial decline
in our stock price, while we have not been able to complete a
transaction that might result in any immediate value or liquidity
to our stockholders.  Although we continue to seek a possible sale
of our Discovery Informatics business, we think it is prudent to
structure the business so that it can operate on a standalone
basis in order to preserve, and over time enhance, shareholder
value."

Dr. McAlister added, "Following the January 2006 announcement of
intent to explore our strategic alternatives, we have participated
in active discussions with a large number of potential strategic
and financial investors throughout North America, Europe and Asia.  
Among the proposals we received, we have engaged in extensive, and
in some cases, advanced negotiation with several parties, but to
date none of these negotiations have resulted in a definitive
agreement that our board was willing to accept and recommend to
stockholders.  Initial efforts to sell our entire company caused
us to maintain staffing levels at our Discovery Research business
that resulted in significant losses.  More recently, we have
restructured that business in anticipation of a separate
transaction to divest these activities."

"We continue to believe in the benefits of an integrated platform
of discovery informatics tools and discovery research services.
However, given Tripos' size and capital resources in the context
of the rapidly changing market for outsourced research services,
we have determined that it was more appropriate to concentrate on
our core discovery informatics business."

Tripos, Inc. -- http://www.tripos.com/-- (Nasdaq:TRPS) combines  
leading-edge technology and innovative science to deliver
consistently superior chemistry-research products and services for
the biotechnology, pharmaceutical and other life science
industries.  Within Tripos' Discovery Informatics business, the
company provides software products and consulting services to
develop, manage, analyze and share critical drug discovery
information.  Within Tripos' Discovery Research business, Tripos'
medicinal chemists and research scientists partner directly with
clients in their research initiatives, leveraging state-of-the-art
information technologies and research facilities.


TRIPOS INC: Wants Waiver on Covenant Violation from LaSalle Bank
----------------------------------------------------------------
Tripos, Inc., disclosed that due to the financial performance of
the third quarter of 2006, the Company was not in compliance with
the Minimum Net Worth covenant under its credit facility with
LaSalle Bank N.A.

The company has requested a waiver of the covenant violation for
the period ended Sept. 30, 2006; however, there are no assurances
that the bank will grant the waiver or what additional terms might
be imposed in connection with a waiver.

In addition, the LaSalle Bank facility matures Jan. 1, 2007.

LaSalle Bank has advised Tripos that it does not intend to renew
or extend the revolving credit facility beyond Jan. 1, 2007.

Tripos' ability to fund the anticipated capital and operating
needs of its business following maturity of the LaSalle Bank
facility is dependent on the replacement of this facility or the
ability to secure alternative bank or other debt financing or
equity funding as well as on operating improvement.  Nevertheless,
Tripos has requested an extension from LaSalle Bank to enable the
company to complete certain strategic transactions that are
currently under negotiation.

Tripos, Inc. -- http://www.tripos.com/-- (Nasdaq:TRPS) combines  
leading-edge technology and innovative science to deliver
consistently superior chemistry-research products and services for
the biotechnology, pharmaceutical and other life science
industries.  Within Tripos' Discovery Informatics business, the
company provides software products and consulting services to
develop, manage, analyze and share critical drug discovery
information.  Within Tripos' Discovery Research business, Tripos'
medicinal chemists and research scientists partner directly with
clients in their research initiatives, leveraging state-of-the-art
information technologies and research facilities.


TUBE CITY: Onex Partners Offer Prompts S&P's Negative Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on Tube City IMS Corp. on
CreditWatch with negative implications.

The action followed the announcement that Onex Partners, a private
equity fund managed by Toronto-based investment company Onex
Corp., has agreed to acquire the outstanding stock of Tube City
for approximately $637 million in cash and assumed debt.

"The CreditWatch placement reflects our concern regarding an
increase in debt leverage to an already highly leveraged capital
structure," Standard & Poor's credit analyst Marie Shmaruk said.

"We could lower ratings on the Tube City IMS if the financing of
the proposed transaction further increases financial leverage and
pressures credit metrics.  The rating could be affirmed if
financial leverage remains unchanged and liquidity is enhanced."

Tube City IMS provides services to North American steel producers,
including raw materials procurement, on-site scrap and material
management and slag processing services under long-term contracts
to steel mills in the U.S., Canada, and Europe.

Resolution of the CreditWatch will entail a review of Onex Corp.'s
financial policies and Tube City IMS' revised capital structure.  
The transaction is expected to close in early 2007.


TYSON FOODS: Incurs $56 Million Net Loss in 2006 Fourth Quarter
---------------------------------------------------------------
Tyson Foods Inc. reported operating loss of $20 million compared
to operating income of $188 million, and net loss of $56 million
compared to net income of $117 million, respectively, for the
fourth quarter of fiscal 2006 and 2005.  Fourth quarter 2006 and
2005 sales were both $6.5 billion.

Sales for fiscal 2006 were $25.6 billion compared to $26.0 billion
for last year.  Operating loss was $77 million compared to
operating income of $745 million, and net loss was $196 million
compared to net income of $372 million, respectively, for fiscal
2006 and 2005.

During the fourth quarter of fiscal 2006, the Company recorded
pretax charges totaling $23 million associated with the Company's
previously announced $200 million cost reduction initiative, plant
closing costs and other business consolidation efforts.  These
charges included severance expenses, product rationalization costs
and other asset impairment related expenses.  The Company
previously recorded plant-closing costs of $59 million for the
first nine months of fiscal 2006.

The Company previously began a review in the fourth quarter of
fiscal 2006 of its tax account balances as a result of differences
noted in deferred tax liabilities related to temporary book to tax
differences.  At the time of the previous announcement, the
Company disclosed the tax effect of the aggregated basis
differences was an understatement of approximately $22 million.  
While the Company is nearing completion, the review is not yet
final.  Based upon the information available at this time, the
Company recorded a charge in the fourth quarter of fiscal 2006 of
approximately $15 million.  As the Company completes its process,
additional information may become available that could change the
amount and timing of the charge.  The Company expects to complete
its assessment prior to filing its fiscal 2006 Form 10-K.

Net loss for the fourth quarter and 12 months of fiscal 2006
includes a charge of $5 million related to the cumulative effect
of a change in accounting principle due to the Company's adoption
of Financial Accounting Standards Board Interpretation No. 47,
"Accounting for Conditional Asset Retirement Obligations," an
interpretation of FASB Statement No. 143.

"The best thing I can say about fiscal 2006 is, it's over," said
Richard L. Bond, president and chief executive officer.  "For most
of the year, we were plagued by supply and demand imbalance as
well as export market disruptions in our chicken and beef
segments.  Despite some continuing problems in the protein sector,
during the quarter our core business showed improvement and
continued to strengthen.

"In addition, we successfully launched several programs that will
better position us for 2007 and beyond," Mr. Bond said.  "We
implemented a comprehensive cost management initiative to generate
approximately $200 million in annual savings.  We also
consolidated beef processing facilities, refocused on running
cost-efficient and competitive operations and introduced price
increases across retail and foodservice channels.  Finally, we
have enhanced our strong management team by adding several key
executives in our finance, consumer products and international
groups.  I believe the solid execution of these and other
initiatives by Tyson Team Members is favorably impacting our
business.  We set a short-term goal to return to profitability,
and based on our business performance to date, I am very confident
we will achieve it in our first fiscal quarter of 2007."

Based in Springdale, Arkansas, Tyson Foods, Inc. (NYSE:TSN) --
http://www.tysonfoods.com/-- processes and markets   
chicken, beef, and pork.  The company produces protein-based and
prepared food products, which are marketed under the "Powered by
Tyson(TM)" strategy.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2006,
Standard & Poor's Ratings Services assigned its 'BBB-' rating
to Springdale, Arkansas-based meat processor Tyson Foods Inc.'s
$1 billion unsecured revolving credit facility maturing
Sept. 10, 2010, guaranteed by wholly owned subsidiary Tyson
Fresh Meats Inc. (formerly IBP Inc.).

At the same time, Standard & Poor's lowered its rating on
$2.1 billion of the company's outstanding senior unsecured debt to
'BB+' from 'BBB-' because these debt issues do not have the
benefit of the Tyson Fresh Meats guarantee, which was recently
provided to the holders of Tyson's 6.6% notes due 2016.

As reported in the Troubled Company Reporter on Sept. 21, 2006,
Moody's Investors Service took a number of rating actions in
relation to Tyson assigned a Ba1 rating to Tyson Foods, Inc.'s
$1 billion senior unsecured bank credit facility and to a
$345 million senior unsecured bank term loan for Tyson's Lakeside
Farms Industries Ltd. subsidiary, under a full Tyson Foods, Inc.
guarantee; affirmed Tyson's Ba1 corporate family rating, its Not
Prime short term rating and its SGL-3 speculative grade liquidity
rating; and, applied Moody's new Probability of Default and Loss
Given Default rating methodology to all of the company's long-term
ratings.  The outlook on all long term ratings continues to be
negative.


UNIVERSAL EXPRESS: Posts $5.5 Mil. Net Loss in First Fiscal Qtr.
----------------------------------------------------------------
Universal Express Inc. filed its financial statements for the
first fiscal quarter ended Sept. 30, 2006, with the Securities and
Exchange Commission on Nov. 13, 2006.

For the first fiscal quarter ended Sept. 30, 2006, the Company
reported a $5,572,770 net loss on $481,898 of revenues, compared
with a $3,294,780 net loss on $219,172 of revenues in the
comparable quarter of 2005.

At Sept. 30, 2006, the Company's balance sheet showed $7,598,046
in total assets, $2,755,825 in total liabilities, ($142,967) in
total minority interest, and $4,985,188 in total stockholders'
equity.

Full-text copies of the company's first fiscal quarter financials
are available for free at http://ResearchArchives.com/t/s?150b

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Pollard-Kelley Auditing Services Inc. in Fairlawn, Ohio,
expressed substantial doubt about Universal Express Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended June 30,
2006.  The auditing firm pointed to the Company's recurring
losses.

                      About Universal Express

Universal Express Inc. -- http://www.usxp.com/-- is a   
logistics and transportation conglomerate with multiple developing
subsidiaries and services.  Its principal subsidiaries include
Universal Express Capital Corp. and Universal Express Logistics,
Inc. (which includes Virtual Bellhop, LLC, Luggage Express and
Worldpost, its international shipping divisions),
and Private Postal Center Network.com and its division Postal
Business Center Network.com.


US AIRWAYS: Makes $8 Billion Merger Offer to Delta Air
------------------------------------------------------
US Airways Group, Inc. (NYSE: LCC) has made a merger proposal to
Delta Air Lines, Inc. (OTC: DALRQ) under which both companies
would combine upon Delta's emergence from bankruptcy.  The
proposal would provide approximately $8.0 billion of value in cash
and stock to Delta's unsecured creditors.  Delta creditors would
receive $4.0 billion in cash and 78.5 million shares of US Airways
stock with an aggregate value of approximately $4.0 billion based
on the closing price of US Airways' stock as of Nov. 14, 2006.

The combination of US Airways and Delta would create one of the
world's largest airlines and would operate under the Delta name.  
Customers would benefit from expanded choice as well as the reach
and services of a large-scale provider within the cost structure
of a low-fare carrier.  As a combined company, the "New" Delta
would be the number one airline across the Atlantic and the second
largest airline to the Caribbean.  The New Delta would reach more
than 350 destinations across five continents, including North and
South America, Europe, Asia and Africa.  In the U.S., the
combination would create a leading competitor in the Eastern U.S.
and an enhanced position in the Western U.S.  The combined company
would be the number one airline at 155 airports.  The New Delta
would also be uniquely positioned to compete with low cost and
legacy carriers.

US Airways' proposal represents a 25% premium over the current
trading price of Delta's prepetition unsecured claims as of Nov.
14, 2006 (40 cents/dollar), assuming that there will ultimately be
$16.0 billion of unsecured claims.  The proposal also represents a
40 percent premium over the average trading price for Delta
unsecured claims over the last thirty days.

US Airways believes that the combination will generate at least
$1.65 billion in annual synergies, including $935 million in
network synergies, predominantly from optimization of the
airlines' complementary networks, including rationalization of
network overlap, which will result in a 10 percent reduction of
the combined airlines' capacity, reducing unprofitable flying and
improving the mix of traffic.  In addition, $710 million in net
cost synergies will be achieved by combining facilities in overlap
airports and eliminating redundant systems and overhead.  
Significantly, the opportunity to generate more than half of these
synergies could be lost if a merger is delayed until after Delta
emerges from bankruptcy.  The merger is expected to be accretive
to US Airways' earnings in the first full year after completion of
the merger.

US Airways Chairman and Chief Executive Officer Doug Parker
stated, "We believe that the combination of US Airways and Delta,
like the US Airways/America West merger we completed in September
2005, is extremely compelling and will create significant value
for each of our stakeholders.  The combined company will be a more
effective and profitable competitor in the current fragmented
marketplace, with the ability to better meet the continuing
evolution of the airline industry.  We will be flying under the
Delta brand name, which is recognized around the world.

"Delta creditors will receive significantly greater value under
this proposal than they would under any standalone plan for Delta.  
US Airways shareholders and Delta creditors will benefit from the
significant upside potential of the combined company through their
respective ownership stakes.

"Even with a 10 percent reduction in capacity, all existing U.S.
destinations served today by US Airways and Delta will remain part
of the new, improved network.  Consumers will have the advantages
of a larger, full-service airline with the cost structure of a
low-fare carrier, and the communities we serve, as well as those
Delta serves, will have access to a wider range of network
options.  More than ever, the New Delta will be able to connect
our customers to the people and places they want to visit.

"All of the employees of the New Delta will benefit from working
for a larger and more competitive airline.  As we demonstrated
during our US Airways/America West merger, long-term job security
for employees in our industry results from sound economics and a
healthy business able to compete in our changing marketplace,"
Parker concluded.

The New Delta will create a more comprehensive global route
network that will provide more choice for travelers and attract
new customers to key markets.  In addition, many travelers have
already benefited from the US Airways/America West merger.  Since
the merger, US Airways has lowered leisure fares in nearly 350
markets with discounts ranging from 10 percent to 75 percent -- an
average reduction of 24% within those markets.  US Airways has
also lowered business fares in nearly 400 markets during the same
period with reductions ranging from 10 percent to 83 percent -- an
average reduction of 37% within those markets.

Paul Reeder, President of PAR Capital Management, US Airways'
largest shareholder, said, "We enthusiastically support this
transaction, which we believe offers the opportunity to build upon
US Airways' current competitive position.  We have confidence in
the US Airways management team, the $1.65 billion in identified
synergies, and the potential upside for US Airways shareholders."

             USAir CEO's Letter to Delta Counterpart

A full-text copy of the letter US Airways sent to Gerald
Grinstein, Delta's Chief Executive Officer:

     November 15, 2006

     VIA FACSIMILE
     Mr. Gerald Grinstein
     Chief Executive Officer
     Delta Air Lines, Inc.
     Atlanta, GA 30320-6001


     Dear Jerry:

     Last Spring we had a conversation about a potential merger
     of US Airways and Delta.  As you know, following that
     conversation, I sent you a letter on September 29, 2006,
     outlining our thoughts about a transaction, describing the
     significant benefits that could be achieved for both of our
     respective stakeholder groups from this type of transaction,
     and proposing to meet with you and your team to work
     together to further consider and develop our proposal.  I
     was disappointed that you declined to meet or even enter
     into discussions in your letter of October 17, 2006.
     Because the benefits of a merger of US Airways and Delta are
     so compelling to both of our companies' stakeholders, we
     believe it is important to inform them about our proposal.
     Therefore, we are simultaneously releasing this letter to
     the public.

     The Board of Directors and management team of US Airways
     believe that a combination of Delta and US Airways presents
     a significantly greater value for Delta's creditors,
     customers, employees and partners than a plan to emerge from
     bankruptcy on a standalone basis.  We also believe that,
     unless we act quickly to pursue a combination through the
     actions that can be taken during Delta's bankruptcy process,
     our respective stakeholders will not be able to realize what
     we believe are substantial economic benefits from such a
     combination.

     Merger Proposal

     We propose a merger of Delta and US Airways in a transaction
     in which Delta prepetition unsecured creditors would receive
     $4.0 billion in cash plus 78.5 million shares of US Airways'
     common stock.  Based upon the closing price of US Airways'
     common stock of $50.93 on November 14, 2006, the equity
     component represents a value of approximately $4.0 billion.
     As a result of this transaction, immediately following the
     merger, Delta unsecured creditors would own approximately 45
     percent of the combined company.

     This proposal represents an aggregate of approximately
     $8.0 billion in value to Delta's prepetition unsecured
     creditors, before taking into account realization of any of
     the significant additional value from the synergies we
     believe are achievable.  Even prior to the realization of
     any synergy value, this proposal represents a 25 percent
     premium over the current trading price of Delta's
     prepetition unsecured claims as of November 14, 2006
     (40 cents/dollar), assuming that there will ultimately be
     $16.0 billion of unsecured claims.  The proposal also
     represents a 40 percent premium over the average trading
     price for Delta unsecured claims over the last thirty days.
     We believe that this proposal, which is based on publicly
     available information, fully values Delta.

     Synergy Value

     What makes this proposal most compelling for both Delta
     creditors and US Airways shareholders are the significant
     synergies that we believe can be readily achieved in this
     proposed transaction.  We have preliminarily identified
     annual network and cost synergies in excess of $1.65
     billion, which at a median industry EBITDAR multiple of 5.0x
     translates into approximately $8.3 billion of additional
     value creation. This is value that neither of our teams, no
     matter how well managed, could create independently.  Under
     the combination, these synergies would be shared by Delta
     creditors and US Airways shareholders in proportion to their
     initial ownership in the combined company.

     The synergies would be generated only through an
     appropriately timed transaction, and under our current
     analysis we believe would be as follows:

        * Approximately $710 million would be realized through
          expense reductions.  The largest savings would be in
          consolidation of information systems, reduction of
          overhead and consolidation of facilities.  Additional
          savings are expected through lower distribution costs
          and renegotiation of our collective contracts with
          vendors.  Based upon our experience and synergies
          achieved with the merger of US Airways and America
          West, we believe this estimate is conservative.

        * Another $935 million would be realized through network
          rationalization synergies.  Network rationalization
          savings would be generated by managing the combined
          networks to ensure that the combined fleet size is
          better matched to passenger demand.  Network synergies
          would also arise from better serving our current
          customers, and by increasing our competitive presence,
          attracting new customers and corporate accounts in
          markets where neither carrier today is a significant
          competitor.

     In our US Airways/America West merger, we preliminarily
     identified approximately $250 million in potential annual
     cost synergies that we believed could be realized in that
     transaction.  After having successfully completed that
     transaction over a year ago, we have now identified over
     $300 million in cost synergies, outperforming our
     expectations.  Year-to-date, US Airways' RASM is up
     17.1 percent versus the industry being up 9.1 percent, which
     translates into $425 million in network synergies already
     this year.  Accordingly, we have a high level of confidence
     that we can achieve at a minimum the synergies that we have
     identified in a potential Delta/US Airways merger.

     Our analysis presumes that a merger would proceed in the
     same fashion as the US Airways/America West transaction,
     with the closing in conjunction with Delta's emergence from
     bankruptcy.  As I have previously indicated to you, if we
     model a merger of our companies after Delta emerges from
     bankruptcy standalone, our synergy estimates are cut in
     half.  We do not believe that simply allowing that potential
     value to evaporate is in the best interests of any
     constituency.

     Financing and Structure

     We have obtained a financing commitment from Citigroup to
     provide $7.2 billion in new financing for this transaction.
     This funding would be utilized to refinance Delta's debtor-
     in-possession credit facility, refinance US Airways'
     existing senior secured facility with GE Capital, and
     provide the funding for the $4.0 billion cash portion of our
     offer.  All other allowed secured debt and administrative
     claims would be assumed or paid in full.

     Preliminarily, we would intend to follow the model used
     successfully in the US Airways/America West merger for this
     transaction.  We would, of course, seek to structure the
     transaction in a tax efficient manner for our respective
     stakeholders, maximizing Delta's net operating loss
     carryforwards.

     Integration

     Our proposal contemplates the creation of the leading global
     airline operating under the "Delta" name and brand.  To
     streamline our operations and capitalize on potential
     synergies, we would expect to develop together an
     integration plan, and identify areas in which efficiencies
     can be maximized, including appropriate rationalization of
     operational centers.

     Regulatory Matters

     We have worked with antitrust counsel to analyze this
     transaction and believe that any antitrust issues can be
     resolved.

     Labor Matters

     We believe that this transaction is in the best interests of
     the employees of US Airways and Delta because of the
     strength and stability of the company that the transaction
     will produce.  Also, we expect that we would move to the
     highest of the existing labor costs in every group.  Because
     the wage rates for Delta and US Airways employees are not
     markedly different, we do not anticipate that this action
     will have a material negative impact, and that fact has been
     included in our analysis.  Similar to the US Airways/
     America West merger in which there were no furloughs of
     mainline operating group employees, our current model does
     not assume furloughs of employees in the mainline operating
     groups.

     Conditions

     Our proposal is conditioned on satisfactory completion of a
     due diligence investigation, which we believe can be
     completed expeditiously.  In addition, the proposed
     transaction would be conditioned on the bankruptcy court's
     approval of a mutually agreeable plan of reorganization that
     would be predicated upon the merger, regulatory approvals
     and approval of the shareholders of US Airways.  Given our
     analysis to date, we are confident that our joint efforts
     would result in satisfaction of these conditions and a
     successful combination of our companies in a timely manner.

     This proposal presents an opportunity for Delta creditors to
     receive significantly higher recoveries than they can
     receive under any standalone plan for Delta.  It is also an
     opportunity for US Airways shareholders to benefit from the
     significant upside potential of the combination.  Consumers
     will benefit from expanded choice as well as the reach and
     services of a large-scale provider within the cost structure
     of a low-fare carrier.  Our employees will benefit from a
     more competitive employer and our willingness to adopt
     highest common denominator employee costs.

     As I expressed to you previously, I understand that you and
     your team have worked extremely hard on your own
     restructuring, and greatly respect all that you have
     accomplished to make Delta a healthy, viable airline.  We
     simply believe that a combination with US Airways will
     produce even more value for your creditors and our
     shareholders, and that this is a unique opportunity to
     create an airline that is even better positioned to thrive
     long into the future, whatever that future might bring to
     the industry, greatly benefiting our employees and
     customers.

     We and our advisors, Citigroup Corporate and Investment
     Banking and Skadden, Arps, Slate, Meagher & Flom LLP, are
     ready to commence due diligence and to negotiate definitive
     documentation immediately, and request that you agree to
     work with us so that this alternative to your standalone
     plan can be quickly and fully developed.  We are prepared to
     meet with you, Delta's Board, Delta's Official Committee of
     Unsecured Creditors, and any major Delta creditor or other
     stakeholder, to achieve this outcome.  I believe we owe it
     to our respective stakeholders to pursue this opportunity
     vigorously.

     I look forward to hearing from you soon.


     Respectfully,

     /s/ Doug Parker


               $7,200,000,000 Citigroup Commitment

US Airways has committed financing from Citigroup for the proposed
transaction for $7.2 billion, representing $4.0 billion to fund
the cash portion of the offer and $3.2 billion in refinancing at
both companies.

The US Airways proposal is conditioned on satisfactory completion
of a due diligence investigation, which the Company believes can
be completed expeditiously, approval by Delta's Bankruptcy Court
of a mutually agreeable plan of reorganization that would be
predicated upon the merger, regulatory approvals, and the approval
of the shareholders of US Airways.  US Airways believes that this
process could be completed in the first half of 2007.

Citigroup Corporate and Investment Banking is acting as financial
advisor to US Airways, and Skadden, Arps, Slate, Meagher & Flom
LLP is acting as primary legal counsel, with Fried, Frank, Harris,
Shriver & Jacobson LLP as lead antitrust counsel to US Airways.

                    Conference Call on Nov. 15

US Airways executives held a conference call with analysts and
investors on Nov. 15, 2006, relating to the proposed merger with
Delta.  A full-text copy of the investor presentation is available
at no charge at http://researcharchives.com/t/s?152d

                  Delta Will Review USAir Offer

Delta Air Lines' CEO Gerald Grinstein issued [this] statement
regarding U.S. Airways' proposed merger with Delta:

   "We received a letter from U.S. Airways this morning and will
of course review it.  Delta's plan has always been to emerge from
bankruptcy in the first half of 2007 as a strong, stand-alone
carrier.  Our plan is working and we are proud of the progress
Delta people are making to achieve this objective.

   The Bankruptcy Court has granted Delta the exclusive right to
create the plan of reorganization until Feb. 15, 2007.  We will
continue to move aggressively towards that goal."

   [USAir's Doug Parker first called Mr. Grinstein in July 2006
for talks about a potential merger.  In an October 17 letter, Mr.
Grinstein advised Mr. Parker that exploratory merger discussions
at that time would not be productive given the significant work
that remains to be done by Delta's restructuring team.  Mr.
Grinstein added that the USAir proposal has been presented to the
Official Committee of Unsecured Creditors in Delta's bankruptcy
case, and the panel supported the company's response to the
offer.]

                          About Delta Air

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.

                     About US Airways

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of US Airways, Inc.,
Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines,
Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales,
Inc., Material Services Company, Inc., and Airways Assurance
Limited, LLC.

The Company and its affiliates filed for chapter 11 protection on
Aug. 11, 2002 (Bank. E.D. Va. Case No. 02-83984).  Under a chapter
11 plan declared effective on March 31, 2003, USAir emerged from
bankruptcy with the Retirement Systems of Alabama taking a 40%
equity stake in the deleveraged carrier in exchange for $240
million infusion of new capital.

US Airways and its subsidiaries filed their second chapter 11
petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  
Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J.
Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken,
Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent
the Debtors in their restructuring efforts.  In the Company's
second bankruptcy filing, it listed $8,805,972,000 in total assets
and $8,702,437,000 in total debts.  The Debtors' chapter 11 plan
for its second bankruptcy filing became effective on Sept. 27,
2005.  The Debtors completed their merger with America West on the
same date.

On March 31, 2006, the Court entered a final decree closing the
chapter 11 cases of four affiliates.  Only US Airways, Inc.'s
chapter 11 case remains open.

US Airways (NYSE: LCC) and America West's merger created the fifth
largest domestic airline employing nearly 35,000 aviation
professionals.  US Airways, US Airways Shuttle and US Airways
Express operate approximately 3,800 flights per day and serve more
than 230 communities in the U.S., Canada, Europe, the Caribbean
and Latin America.  US Airways is a member of Star Alliance, which
provides connections for our customers to 841 destinations in 157
countries worldwide.

                        *     *     *

As reported in the Troubled Company Reporter on June 14, 2006,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and other ratings on US Airways Group Inc., and revised the
outlook to stable from negative.


US AIRWAYS: Pilot Groups to Conduct Informational Picket Today
--------------------------------------------------------------
The US Airways and America West pilot groups will conduct
informational picketing today, Thursday, Nov. 16, at 12 p.m. EST
to demonstrate their increasing frustration with management's
unwillingness to fully participate in negotiations for a fair,
single contract that addresses the pilots' basic needs and allows
the company to realize the full synergies obtainable from merging
US Airways and America West Airlines.  The pilot groups, both of
whom are represented by the Air Line Pilots Association, Int'l.,
will picket at two of US Airways' largest hubs -- Charlotte
Douglas International Airport in Charlotte, North Carolina and
Phoenix Sky Harbor International Airport in Phoenix, Arizona.

The pilots also commented on US Airways' announcement on a
proposed merger with Delta Air Lines to create one of the world's
largest airlines, although US Airways has yet to complete the
integration of the pilot groups that is required as part of the
terms of the 2005 America West/US Airways merger.

"The billions of dollars that the US Airways and America West
pilots have committed to US Airways propelled our airline to
profitability and opportunity," said Captain Jack Stephan,
chairman of the US Airways Master Executive Council.  "But like
the planes we fly, management's grandiose plans will not take off
without the pilots on board.  So far, the company's empty promises
have failed to capture all the synergies that just the US
Airways/America West merger can provide."

"We recognize US Airways senior management's enthusiasm for a
merger with Delta; however, before it can be successful,
management must first focus on fulfilling the promises made to
their investors, customers and employees for the America West-US
Airways merger," said Captain Kevin Kent, chairman of the America
West Master Executive Council.  "Regardless of whether or not
another airline is in the mix, the pilots will no longer be
exploited to make such a transaction occur."

Despite the announcement of the merger, the pilots at US Airways
and America West remain focused on the issue of achieving a fair
single contract, one that is commensurate with US Airways'
position in the marketplace.  Joint negotiations with US Airways
management have been ongoing for one year, and during this time,
the pilots have received only concessionary proposals that
resemble the bankruptcy-driven contracts that were made as pilot
investments in the airline.

"US Airways management will unravel all that we have accomplished
if they insist on propagating their bankruptcy mentality at the
negotiating table," Captain Stephan said.  "The sooner they
realize that those days are over, the sooner this management can
make good on their promises to all employees and stakeholders
alike."

"US Airways has posted remarkable profits for three consecutive
quarters due to the efforts of front-line employees such as the
pilots, yet they refuse to fully engage in negotiations for a
contract that recognizes our contributions.  Management's decision
to not focus on putting the America West/US Airways operations
together for one seamless airline is bad news for our customers,"
said Captain Kent.

Founded in 1931, Air Line Pilots Association, International --
http://www.alpa.org/-- represents 61,000 pilots at 40 airlines in  
the U.S. and Canada.

                        About US Airways

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of US Airways, Inc.,
Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines,
Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales,
Inc., Material Services Company, Inc., and Airways Assurance
Limited, LLC.

The Company and its affiliates filed for chapter 11 protection on
Aug. 11, 2002 (Bank. E.D. Va. Case No. 02-83984).  Under a chapter
11 plan declared effective on March 31, 2003, USAir emerged from
bankruptcy with the Retirement Systems of Alabama taking a 40%
equity stake in the deleveraged carrier in exchange for $240
million infusion of new capital.

US Airways and its subsidiaries filed their second chapter 11
petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  
Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J.
Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken,
Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent
the Debtors in their restructuring efforts.  In the Company's
second bankruptcy filing, it listed $8,805,972,000 in total assets
and $8,702,437,000 in total debts.  The Debtors' chapter 11 plan
for its second bankruptcy filing became effective on Sept. 27,
2005.  The Debtors completed their merger with America West on the
same date.

On March 31, 2006, the Court entered a final decree closing the
chapter 11 cases of four affiliates.  Only US Airways, Inc.'s
chapter 11 case remains open.

US Airways (NYSE: LCC) and America West's merger created the fifth
largest domestic airline employing nearly 35,000 aviation
professionals.  US Airways, US Airways Shuttle and US Airways
Express operate approximately 3,800 flights per day and serve more
than 230 communities in the U.S., Canada, Europe, the Caribbean
and Latin America.  US Airways is a member of Star Alliance, which
provides connections for our customers to 841 destinations in 157
countries worldwide.

                        *     *     *

As reported in the Troubled Company Reporter on June 14, 2006,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and other ratings on US Airways Group Inc., and revised the
outlook to stable from negative.


VANGUARD CAR: Europcar Alliance Plan Cues S&P to Affirm B+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on Vanguard Car Rental USA
Holdings Inc.  The outlook is stable.

Vanguard Car Rental Holdings LLC, the parent of Vanguard Car
Rental USA Inc., had entered into a strategic alliance with
Europcar Groupe S.A. (BB-/Stable/-) that includes the sale of its
Europe, Middle East, and Africa operations to Europcar, as well as
a partnership between the two-car rental companies in which their
customers will have access to each other's operations.

Proceeds from the sale will total EUR670 million.  The sale will
result in Vanguard Car Rental USA remaining as the primary
operating entity of Vanguard Car Rental Holdings.

"The decline in Vanguard Car Rental USA's balance debt of
approximately $5 billion is expected to be minimal after a
substantial portion of the proceeds are used to retire the
European fleet debt," Standard & Poor's credit analyst Betsy
Snyder said.

"In addition, Vanguard Car Rental Holdings' annual revenues will
decline by approximately $500 million."

The ratings on Tulsa, Okla.-based Vanguard Car Rental USA reflect
a weak financial profile and very aggressive financial policy,
even after the June 2006 recapitalization of the company.

However, the company's business risk profile does benefit from its
significant presence in the North American on-airport car rental
market.

Vanguard Car Rental USA is the major operating subsidiary of
Vanguard Car Rental Holdings, which is owned by Cerberus Capital
Management L.P.

After the proposed sale of its European, Middle East, and African
operations, Vanguard Car Rental Holdings' operations will consist
primarily of the National and Alamo brands in the U.S. and Canada.

Vanguard participates primarily in the on-airport segment of the
car rental industry.

At the top 50 airports in the U.S., the Alamo and National brands
have a combined market share of approximately 21%, behind Hertz
(28%) and a combined Avis and Budget (30%, both owned by Cendant).
National, which accounts for approximately 49% of Vanguard's
revenues, focuses on frequent business travelers (50% of revenues
are derived from commercial accounts).

Alamo (approximately 51% of Vanguard's revenues) concentrates on
leisure and value travelers at major vacation destinations.  The
on-airport segment of the car rental industry is heavily reliant
on airline traffic.  Demand tends to be cyclical, and can also be
affected by global events such as wars, terrorism, and disease
outbreaks.

Vanguard's credit ratios are expected to remain fairly consistent
over the near to intermediate term due to its heavy debt burden.  
If the company were to add substantial equity to its capital
structure, the outlook could be revised to positive.  An outlook
revision to negative is considered less likely.


VESTA CAPITAL: Chapter 11 Case Cues Moody's to Withdraw Ratings
---------------------------------------------------------------
Moody's Investors Service affirmed and withdrawn the C senior debt
rating of Vesta Insurance Group, Inc. and the C trust preferred
rating of Vesta Capital Trust I.  The ratings have been withdrawn
because the company has been granted protection under Chapter 11
of the U.S. Bankruptcy Code since August 2006.

The last rating action occurred on July 5, 2006 when Moody's
lowered the senior debt rating of Vesta Insurance Group to C from
B3 and the trust preferred rating of Vesta Capital Trust I to C
from Caa2 following the company's announcement that its insurance
subsidiaries had been placed into rehabilitation in various
regulatory jurisdictions.

Vesta Insurance Group, based in Birmingham, Alabama, formerly
wrote primarily homeowners insurance.


WCI COMMUNITIES: High Leverage Prompts S&P to Lower Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on WCI Communities Inc. to 'BB-' from 'BB'.  Concurrently,
the rating on roughly $650 million of senior subordinated debt is
lowered to 'B' from 'B+'.

The outlook remains negative.

"The downgrades reflect a much steeper-than-anticipated drop in
new orders, higher leverage as a result of the company's use of
short-term debt to offset a free operating cash flow deficit, and,
to a lesser extent, continued share repurchase activity," said
credit analyst James Fielding.

The negative outlook is largely based on extremely challenging
conditions in important Florida housing markets and constrained
demand for discretionary luxury home purchases that will
negatively affect sales and earnings in the foreseeable future.

Standard & Poor's will revise the outlook to stable once debt
levels are materially reduced and it becomes clear that WCI's core
markets have stabilized.  However, if leverage measures remain
high as a consequence of a material increase in contracts
receivable defaults or aggressive share repurchase activity, the
rating agency will lower the ratings further.


WERNER LADDER: Court Approves PwC as Tax Advisor and Auditor
------------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates obtained permission from the U.S. Bankruptcy
Court for the District of Delaware to hire PricewaterhouseCoopers
LLP as their tax advisors and auditors.

PwC is a multi-national accounting firm that provides auditing,
accounting advice, tax compliance and consulting, financial
consulting and advisory services and has extensive experience in
providing services for corporate restructurings in large and
complex Chapter 11 cases.

PwC has also served as the Debtors' tax advisors and auditors
since August 1999 and has become well acquainted with their
businesses, finances, operations, systems and capital resources,
relates Larry V. Friend, vice-president, chief financial officer
and treasurer of Werner Holding Co., Inc.

Pursuant to an engagement letter dated Feb. 15, 2006, PwC agrees
to:

  (1) review and sign the required state corporate income tax
      returns for the Debtors for the tax year beginning
      Jan. 1, 2005, through Dec. 31, 2005;

  (2) advise and assist the Debtors regarding tax planning
      issues, including calculating net operating loss carry
      forwards and the tax consequences of any proposed plan of
      reorganization;

  (3) assist in preparing any Internal Revenue Service ruling
      requests regarding the future tax consequences of
      alternative reorganization structures; and

  (4) perform all other tax, auditing and consulting services to
      the Debtors that are necessary in their bankruptcy
      proceedings.

According to Mr. McCutcheon, PwC received a $29,500 fixed fee for
its preparation and review of the Debtors' tax returns for 2005.
The Debtors have paid $14,750 of the fixed fee.

The Debtors will pay PwC for all other tax consulting, auditing,
and related advisory support services on an hourly basis:

      Designation                    Hourly Rate
      -----------                    -----------
      Partner                        $445 - $605
      Managing Director              $430 - $525
      Director and Senior Manager    $315 - $450
      Manager                        $295 - $420
      Senior Associate               $170 - $255
      Associate                      $130 - $180
      Intern                         $100 - $125
      Administrative Staff            $75 -  $85

The Debtors will also reimburse PwC for its reasonable expenses
incurred in connection with the provision of the additional
services.

The Debtors agree to indemnify and hold harmless PwC and its
personnel from and against any and all third-party claims, suits
and actions, and all associated damages, settlements, losses,
liabilities, costs and expenses arising from or relating to the
services provided, except to extent finally determined to have
resulted from the gross negligence or other intentional
misconduct of PwC.

Robert W. McCutcheon, a partner at PwC, assures the Court that
PwC is a disinterested person as the term is defined Sections
101(14) and 1107(b) of the Bankruptcy Code, and that the firm
represents no interest adverse to the Debtors and their estates.

     PricewaterhouseCoopers LLP
     300 Madison Avenue
     24th Floor
     New York, New York 10017
     Telephone: (646) 471 4000

                      U.S. Trustee Objects

As reported in the Troubled Company Reporter Aug. 16, 2006,
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, disputes
the limited liability provisions in PwC's engagement.

"Stripped to its essence, this provision holds PwC to an
unconscionably low standard of performance," Ms. Stapleton says.

The U.S. Trustee explains that the low performance standards,
which explicitly waive in advance claims for future acts and
omissions that are anything short of gross negligence or
intentional misconduct, are not appropriate for a professional
person employed to assist a debtor in performing its statutory
duties.  The effect of that provision is to dramatically curtail
the circumstances under which PwC may be held liable for more
than the amount of its fees and then, no matter how egregious
PwC's conduct, to limit the types of damages for which PwC may be
held liable.

The PwC engagement letter limits the firm's liability to pay
damages for any losses incurred by client as a result of breach
of contract, negligence or other tort committed by PwC,
regardless of the theory of liability asserted, to no more than
the total amount of fees paid to PwC for the particular service
provided under the agreement to which the claim relates.  In
addition, PwC will not be liable in any event for lost profits or
any consequential, indirect punitive, exemplary or special
damages.

Ms. Stapleton suggests that PwC provide proof that the limitation
of liability provisions its seeks are common in the marketplace
for tax services, and are reasonable.  Otherwise, those
provisions should be stricken.

                         Judge's Decree

The Hon. Kevin J. Carey overrules the U.S. Trustee's Limited
Objection to the extent not otherwise resolved.

The Court rules that PwC will not be required to file time
records related to the Fixed Fee Services in accordance with the
United States Trustee guidelines, but in its fee applications to
be filed with the Court, PwC will present descriptions of:

   -- the Fixed Fee Services provided,

   -- the approximate time expended in providing the Fixed Fee
      Services, and

   -- the individuals who provided the fixed fee services to the
      Debtors.

In the event that PwC is required to contribute to any losses,
claims, liabilities or expenses, any limitation of the
contribution in the engagement letters will not apply, Judge
Carey says.

PwC is required to file a compensation application if -- before
the earlier of

   (i) an order confirming a Chapter 11 plan in the Debtors'
       bankruptcy cases, and

  (ii) an order closing the Debtors' Chapter 11 cases -- it
       believes that it is entitled to payment of any amounts on
       account of the Debtors' indemnification, contribution or
       reimbursement obligations under the PwC engagement letters.

The Debtors are not allowed to pay any amounts to PwC absent Court
approval.

                        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: Wants to Reject Supplemental Retirement Plans
------------------------------------------------------------
Werner Holding Co. (DE) Inc. aka Werner Ladder Company and its
debtor-affiliates seek permission from the U.S. Bankruptcy Court
for the District of Delaware, to the extent necessary, to reject
the Supplemental Employee Retirement Plans, amended and restated
effective Dec. 31, 2000, for certain employees.

To address specific gaps in the Qualified Pension Plan due to,
among other things, limitations imposed on the administration of
the Pension Plan by the Employee Retirement Income Security Act
of 1974, employment of certain employees past age 65 and
significant longevity, inflation and other factors, Werner DE
implemented two supplemental employee retirement plans:

   (i) Supplemental Pension Plan A Applicable to Key Executives   
       of Werner Holding Co. (DE), Inc., its Parent and
       Subsidiaries, Amended and Restated Dec 31, 2000; and

  (ii) Supplemental Pension Plan B Applicable to Elected Salaried
       Corporate Officers of Werner Holding Co. (DE), Inc., its
       Parent and Subsidiaries, Amended and Restated Dec. 31,     
       2000.

The Debtors do not believe that the SERPs are executory contracts
within the meaning of Section 365, but are requesting for
authority to reject the SERPs out of an abundance of caution in
the event that they are determined to be executory contracts.

Kara Hammond Coyle, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, in Wilmington, Delaware, relates that, as of the Petition
Date, nine former executives and officers of Werner DE -- the Pay
Out Group -- were receiving benefits under the SERPs.  The
estimated cost to Werner DE of providing the SERPs benefits is
$85,000 per month or $1,002,000 annually.  No payments have been
made to the Pay Out Group pursuant to the SERPs since the
Petition Date.

Shortly after the Debtors' bankruptcy filing, certain members of
the Pay Out Group contacted the Debtors to inquire about the
payments and they were informed that no future payments would be
made to them, Ms. Coyle recounts.  Afterwards, a formal notice
that future payments would be terminated was transmitted to the
Pay Out Group.

In the exercise of their sound business judgment, the Debtors
have determined to reject the SERPS.  Ms. Coyle notes that the
Debtors do not receive any benefits in return for the $1,002,000
that they annually spend to provide benefits to the nine former
executives and officers.  Hence, she says, the equities clearly
favor a retroactive rejection of the SERPs.

As the Payout Group (a) is comprised of retirees who were very
senior executives of the Debtors and presumably have resources
available to them, and (b) received adequate notice of the
Debtors' intention not to make future payments, the Debtors
believe that retroactive rejection is appropriate.

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)


WORLDCOM INC: Court Expunges Gary Campbell's Personal Injury Claim
------------------------------------------------------------------
At WorldCom Inc. and its debtor-affiliates' behest, the U.S.
Bankruptcy Court for the District of New York entered summary
judgment against Gary Campbell and expunged his personal injury
claim.

As reported in the Troubled Company Reporter on Oct. 2, 2006, Mr.
Campbell filed Claim No. 38345 in June 2004, seeking $30,000 for
"personal injury/wrongful death."

Mr. Campbell filed a personal injury lawsuit in December 2003
against the Debtors in the Marion County Superior Court, in
Indiana, asserting personal injury.

The Debtors' confirmed Plan of Reorganization provides that "no
distributions shall be made on account of any Personal Injury
Claim until such Claim is liquidated and becomes an Allowed
Claim."  

The only way that a Personal Injury Claim can become an Allowed
Claim is for the Claim to be determined by an administrative or
judicial tribunal of appropriate jurisdiction, Shane C. Mecham,
Esq., at Stinson Morrison Hecker LLP, in Kansas City, Missouri,
averred.

The administrative or judicial tribunal of appropriate
jurisdiction for Mr. Campbell's Claim is the Marion Superior
Court because that is where he filed the state court action on
which his claim is based, Mr. Mecham explained.  However, the
Marion Court has dismissed Mr. Campbell's lawsuit.

Accordingly, as a matter of law, Mr. Campbell's Claim has been
determined by an administrative or judicial tribunal of
appropriate jurisdiction, and that determination precludes it
from becoming an allowed claim, Mr. Mecham emphasized.

Moreover, the period to file an appeal of the Marion Court
decision has lapsed, Mr. Mecham added.

                         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: Court Expunges Mark Lahti's Personal Injury Claim
---------------------------------------------------------------
At WorldCom Inc. and its debtor-affiliates' request, the U.S.
Bankruptcy Court for the Southern District of New York entered a
summary judgment against Mark Lahti and expunged his personal
injury claim.

On Dec. 5, 2003, Mr. Lahti filed a personal injury lawsuit
against the Debtors in the Marion County Superior Court, in
Indiana.

Subsequently, in June 2004, Mr. Lahti filed Claim No. 38344,
seeking $250,000 for personal injury and wrongful death.

The Debtors then objected to Claim No. 38344.

On March 28, 2006, the Marion Superior Court dismissed, with
prejudice, Mr. Lahti's lawsuit for failure to prosecute.  
Moreover, the period to file an appeal has lapsed.

Shane C. Mecham, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, argued that the only way that a Personal Injury
Claim can become an Allowed Claim is for that Claim to be
determined by an administrative or judicial tribunal of
appropriate jurisdiction.

Under the Debtors' confirmed Plan of Reorganization, Mr. Lahti's
Claim is a personal injury claim, Mr. Mecham averred.  The
Marion Superior Court has appropriate jurisdiction over the
Claim, Mr. Mecham added, because it is where Mr. Lahti filed his
state court action on which his Claim is based.

Furthermore, the dismissal of the Lawsuit precludes the Claim
from becoming an allowed claim, Mr. Mecham emphasized.

                         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)


XERIUM TECH: Earns $5.7 Million in Third Quarter Ended Sept. 30
---------------------------------------------------------------
Xerium Technologies, Inc., reported net sales of $145.5 million
for the third quarter of 2006, a 3.9% increase from $140.1 million
for the third quarter of 2005.

Net income was $5.7 million in the third quarter of 2006, compared
to a net loss of $8 million for the third quarter of 2005.  Net
cash generated by operating activities was $22.6 million for the
third quarter of 2006, compared to $19.9 million in the same
quarter last year.

Cash on hand at Sept. 30, 2006 was $36.7 million, compared to
$32.5 million at June 30, 2006, $60 million at Dec. 31, 2005 and
$59.9 million at Sept. 30, 2005.

Capital expenditures for the third quarter of 2006 were
$6.8 million, compared to $5.9 million for the third quarter of
2005.  Approximately $3.1 million of capital expenditures for the
year's third quarter were directed toward projects designed to
support the Company's growth objectives, with the remaining
$3.7 million used to sustain the Company's existing operations and
facilities.

The Company disclosed net restructuring expenses of $1.3 million
during the third quarter of 2006 in connection with the
reorganization of its European management structure.

Thomas Gutierrez, chief executive officer, said, "Earnings for the
third quarter this year were affected by several factors,
including significant investments in areas across our businesses.
During this quarter the majority of our planned 2006 restructuring
activities were completed.  We have now moved beyond restructuring
efforts and started to focus on initiatives designed to further
differentiate Xerium in the marketplace.  These programs, which
will continue into 2007 and from which we do not expect a
substantial return during the balance of 2006, are primarily
focused on advanced product and process design and business
development.  Xerium has always had a strong focus on generating
cost reductions to offset inflation and we plan to continue this
discipline.

Mr. Gutierrez added, "Our cash position has improved by more than
12% in the past quarter.  We have determined that the capital
spending requirements for 2006 will not exceed $32 million in
total, and made a voluntary debt repayment of $23 million on
Nov. 2, 2006 to further reduce our long-term debt.

"We took other steps in the third quarter that strategically
improve our global position, including purchasing our Japanese
distributor.  In addition, we sold our UK equipment business.
Overall, we remain optimistic about the long-term prospects for
Xerium."

Mr. Gutierrez concluded, "During the fourth quarter we will be
evaluating the creation of a dividend reinvestment plan, or DRIP,
that would allow shareholders to elect to reinvest all or a
portion of their dividends in shares of our common stock rather
than cash.  Some of our largest shareholders have indicated
interest in participating in such a plan, and we think that a DRIP
has merit in that to the extent we issue new shares in respect of
dividends it could effectively reduce the cash required to pay
dividends.  We expect to come to a decision on this initiative
during the fourth quarter of this year."

                      Nine Months Results

Net sales for the first nine months of 2006 were $446.9 million, a
2.1% increase from $437.8 million for the first nine months of
2005.  The total impact of currency fluctuations on net sales for
the first nine months of 2006, as compared to the first nine
months of 2005, was a decrease of $1.9 million.

Net income was $26.4 million for the first nine months of 2006,
compared to a net loss of $12.1 million for the same period of
2005.

Net cash generated by operating activities was $44.6 million for
the first nine months of 2006, compared to $26.5 million in the
same period last year.  Net cash provided by operating activities
for the first nine months of 2005 reflects IPO-related costs of
$20.7 million.

                        Dividend Declared

The Company, further, announced that its Board of Directors had
declared a dividend of $0.225 per share of common stock payable on
Dec. 15, 2006 to shareholders of record as of the close of
business on Dec. 5, 2006.

Headquartered in Wesborough, Massachusetts, Xerium Technologies,
Inc. -- http://xerium.com/-- manufactures and supplies two types  
of products used primarily in the production of paper: clothing
and roll covers.  The company operates under a variety of brand
names and owns a broad portfolio of patented and proprietary
technologies to provide customers with tailored solutions and
products, designed to optimize performance and reduce operational
costs.  With 35 manufacturing facilities in 15 countries, Xerium
Technologies has approximately 3,900 employees.

Headquartered in Westborough, Massachusetts, Stowe Woodward, a
unit of Xerium Technologies, Inc., supplies roll covers, bowed
rolls and manufacturing services for the pulp and paper industry.  
Stowe Woodward has manufacturing operations around the world.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2006,
Moody's Investors Service changed the outlook on Xerium
Technologies, Inc.'s ratings to negative from stable, and affirmed
the company's corporate family rating at B1.  The change in
outlook to negative reflects Xerium's weaker than expected
operating performance primarily due to production inefficiencies
in North America and delays in achieving benefits from cost
reduction initiatives.  Moody's believes the impact of these
issues, coupled with a difficult pricing environment for roll
covers and to a lesser extent clothing products, will continue to
negatively affect operating performance over the intermediate
term.

Affirmed ratings are:

     * Corporate family rating; B1
     * Guaranteed senior secured term loan B; B1
     * Guaranteed senior secured revolving credit facility; B1


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re The Beignet Company, Inc.
   Bankr. N.D. Ga. Case No. 06-73848
      Chapter 11 Petition filed November 2, 2006
         See http://bankrupt.com/misc/ganb06-73848.pdf

In re H. L. Mohler Corporation
   Bankr. N.D. Ind. Case No. 06-40389
      Chapter 11 Petition filed November 7, 2006
         See http://bankrupt.com/misc/innb06-40389.pdf

In re Global Sports Marketing Corporation
   Bankr. E.D. Pa. Case No. 06-15151
      Chapter 11 Petition filed November 8, 2006
         See http://bankrupt.com/misc/paeb06-15151.pdf

In re Hugo's Inc.
   Bankr. M.D. N.C. Case No. 06-11367
      Chapter 11 Petition filed November 8, 2006
         See http://bankrupt.com/misc/ncmb06-11367.pdf

In re Hugo's Too Inc.
   Bankr. M.D. N.C. Case No. 06-11368
      Chapter 11 Petition filed November 8, 2006
         See http://bankrupt.com/misc/ncmb06-11368.pdf

In re Seabreeze Associates, LLC
   Bankr. E.D. Va. Case No. 06-50653
      Chapter 11 Petition filed November 8, 2006
         See http://bankrupt.com/misc/vaeb06-50653.pdf

In re Timothy Ray Pope
   Bankr. D. S.C. Case No. 06-05118
      Chapter 11 Petition filed November 8, 2006
         See http://bankrupt.com/misc/scb06-05118.pdf

In re APAK Sports, Inc.
   Bankr. W.D. Tenn. Case No. 06-29258
      Chapter 11 Petition filed November 9, 2006
         See http://bankrupt.com/misc/tnwb06-29258.pdf

In re Adari Investments
   Bankr. D. Md. Case No. 06-17141
      Chapter 11 Petition filed November 9, 2006
         See http://bankrupt.com/misc/mdb06-17141.pdf

In re Bauer & Associates, P.C.
   Bankr. S.D. Ind. Case No. 06-07145
      Chapter 11 Petition filed November 9, 2006
         See http://bankrupt.com/misc/insb06-07145.pdf

In re Bay Storage & Distribution, Inc.
   Bankr. N.D. Calif. Case No. 06-31060
      Chapter 11 Petition filed November 9, 2006
         See http://bankrupt.com/misc/canb06-31060.pdf

In re Lee Bruder
   Bankr. W.D. Pa. Case No. 06-25666
      Chapter 11 Petition filed November 9, 2006
         See http://bankrupt.com/misc/pawb06-25666.pdf

In re Majestic Wholesale Outlet, Inc.
   Bankr. E.D. Mich. Case No. 06-21945
      Chapter 11 Petition filed November 9, 2006
         See http://bankrupt.com/misc/mieb06-21945.pdf

In re American Historic Racing Motorcycle Association, Ltd.
   Bankr. M.D. Tenn. Case No. 06-06626
      Chapter 11 Petition filed November 10, 2006
         See http://bankrupt.com/misc/tnmb06-06626.pdf

In re DeKalb Funeral Chapel LLC
   Bankr. M.D. Tenn. Case No. 06-06617
      Chapter 11 Petition filed November 10, 2006
         See http://bankrupt.com/misc/tnmb06-06617.pdf

In re Austin Venture I, Inc.
   Bankr. W.D. Tex. Case No. 06-11858
      Chapter 11 Petition filed November 13, 2006
         See http://bankrupt.com/misc/txwb06-11858.pdf

In re Robert Keith Mann
   Bankr. S.D. Fla. Case No. 06-15816
      Chapter 11 Petition filed November 13, 2006
         See http://bankrupt.com/misc/flsb06-15816.pdf

In re Effie's Cantina, LLC
   Bankr. M.D. Ala. Case No. 06-11290
      Chapter 11 Petition filed November 14, 2006
         See http://bankrupt.com/misc/almb06-11290.pdf

In re JH Monroig Construction Corp.
   Bankr. D. P.R. Case No. 06-04524
      Chapter 11 Petition filed November 14, 2006
         See http://bankrupt.com/misc/prb06-04524.pdf

In re Lighthouse Barista's Inc.
   Bankr. D. Nebr. Case No. 06-81845
      Chapter 11 Petition filed November 14, 2006
         See http://bankrupt.com/misc/neb06-81845.pdf

In re Via Dolorosa Gospel Tabernacle
   Bankr. E.D. Mich. Case No. 06-56750
      Chapter 11 Petition filed November 14, 2006
         See http://bankrupt.com/misc/mieb06-56750.pdf

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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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