TCR_Public/061120.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 20, 2006, Vol. 10, No. 276

                             Headlines

ACXIOM CORP: Earns $21.7 Million in Quarter Ended September 30
ALLIED HOLDINGS: Excl. Plan-Filing Period Stretched to January 17
ALLIED HOLDINGS: Court Approves Lot Sale to 1659579 Ontario
APPTIS INC: Moody's Rates Proposed $180MM Credit Facility at B1
ARADIGM CORP: Earns $13.1 Million in Quarter Ended September 30

ASARCO LLC: Wants to Reject Tacoma Redevelopment Agreement
ASARCO LLC: Wants to Purchase Equipment from EntreCap Financial
ASARCO LLC: Wants to Expand SRK Consulting's Scope of Work
AZUR HOLDINGS: Inks $50 Million Financing Deal with Nexxus One
BANC OF AMERICA: Moody's Lifts Rating on $100-Mil. Certs to Ba1

BANKATLANTIC BANCORP: Earns $2.3 Million in 2006 Third Quarter
BEAR STEARNS: Moody's Holds Low-B Rating on Six Cert. Classes
BEAR STEARNS: Poor Performance Cues S&P's Negative Watch
BLOUNT INC: Weak Market Prompts S&P's Negative Outlook
BUILDING MATERIALS: ElkCorp Merger Cues S&P's Negative CreditWatch

CATHOLIC CHURCH: Davenport Can Honor Employee Obligations
CHARMING CASTLE: Bankruptcy Administrator Picks 3-Member Committee
CHARMING CASTLE: Committee Taps Burr & Forman as Counsel
CHERRYDALE FARMS: NatCity Assists in Asset Sale to Rosen Capital
CLEAN HARBORS: Files Schedules of Assets and Liabilities

CLEAN HARBORS: List of 20 Largest Unsecured Creditors
COLLINS & AIKMAN: Wants Wachovia to Surrender Property
COMMUNICATIONS CORP: Panel Hires Taylor Porter as Counsel
COTT CORPORATION: Earns $6.6 Million in 2006 Third Quarter
CROWN CASTLE: Unit Plans $1.55-Bil. Sr. Revenue Notes Offering

CUMULUS MEDIA: Earns $1.3 Million in 2006 Third Quarter
DANA CORP: Posts $356 Million Net Loss in Third Quarter of 2006
DAVITA INC: Moody's Holds Corporate Family Rating at B1
DEAN FOODS: Earns $70.8 Million in Quarter Ended September 30
DELL INC: Announcing Prelim Third Quarter Results by Month's End

DELPHI CORP: Asks Court to Further Expand KPMG's Scope of Work
DIRECTV GROUP: Earns $370.2 Million in 2006 Third Quarter
DOBSON COMMUNICATIONS: Earns $28 Million in Third Quarter of 2006
DORAL FINANCIAL: Hires Bear Stearns and JPMorgan as Advisors
DOV PHARMACEUTICAL: Sept. 30 Equity Deficit Widens to $50.9 Mil.

DOV PHARMACEUTICAL: Offers to Repurchase all 2.5% Sub. Debentures
DURA AUTOMOTIVE: Gets Interim Nod to Pay Foreign Vendor Claims
EASY GARDENER: Court Confirms Amended Joint Plan of Liquidation
ENRON CORP: Judge Lake Vacates Conviction Of Kenneth Lay
ENRON CORP: Judge Werlein Sentences Two Former Officers to Prison

ENRON CORP: Reaches $144,000,000 Settlement With Barclays PLC
ENTERGY NEW: Says Amended Plan Resolves Panel and BNY's Concerns
ENTERGY NEW ORLEANS: Court Approves Certain Transfers of Claims
FALCON FRANCHISE: Moody's Junks $3.67 Million Class F Bonds
FERRO CORP: Plans Closure of Niagara Falls Plant in 2007

FOREST CITY: Hallandale Beach Okays The Village Development
GENERAL NUTRITION: Higher Debt Load Cues Moody's to Junk Ratings
GLOBAL DOCUGRAPHIX: Trustee Schedules Creditors Meeting on Dec. 5
GLOBAL DOCUGRAPHICS: Trustee Wants Quilling Selander as Counsel
GOODYEAR TIRE: Meets with Union to Discuss New Labor Deal

GOODYEAR TIRE: Moody's Rates $1 Billion Unsec. Note Offer at B2
GREEKTOWN HOLDINGS: Construction Delays Cue S&P's CreditWatch
HARBORVIEW NIM: DBRS Rates $15.7 Mil. Class N-4 Notes at B (high)
HARBOURVIEW CLO: Moody's Rates $14MM Class D Floating Notes at Ba2
HAWAIIAN TELCOM: S&P Places B Corp. Credit Rating on CreditWatch

HERTZ CORP: S&P Holds BB- Corp Credit Rating with Negative Outlook
INCO LTD: Common Stock Ceases Trading on NYSE
INDEPENDENCE I: Moody's Places Ba3 Rated $50-Mil. Notes on Watch
INTERTAPE POLYMER: Amends Debt Facilities to Ease Covenants
ISTANA HIGH: Moody's Rates $2.5MM Class E Priority Notes at Ba1

ISTAR FINANCIAL: Prices Public Offer of Common Shares
ISTAR FINANCIAL: Earns $91.8 Million in Quarter Ended Sept. 30
JHT HOLDINGS: Moody's Assigns B1 Rating to 1st Lien Bank Debt
KAISER ALUMINUM: Earns $14.3 Million in Quarter Ended September 30
KAISER ALUMINUM: Asks Court to Reduce Law Debenture Trust's Claims

KINETEK INC: S&P Lifts Corporate Credit Rating to B from B-
LB-UBS: S&P Places Preliminary Low-B Ratings on 6 Cert Classes
LIMITED BRANDS: Inks Pact to Buy All Outstanding La Senza Shares
M. FABRIKANT & SONS: Files Chapter 11 Petition in New York
M. FABRIKANT & SONS: Case Summary & 45 Largest Unsecured Creditors

MOHEGAN TRIBAL: S&P Cuts Issuer Credit Rating to BB- from BB
MOSAIC COMPANY: Prices Units' Offer to Buy $1.5-Bil of Sr. Debts
NEMI NORTHERN: Supreme Ct. Grants Stay of Proceedings Under CCAA
NEOMEDIA TECH: Posts $30.9 Million Net Loss in 2006 Third Quarter
NVF CO: Wants Exclusive Plan Filing Period Extended to January 10

NVF CO: Committee Wants Flaster/Greenberg as Conflicts Counsel
ONEIDA LTD: Shareholders Elect Seven-Member Board of Directors
OWENS CORNING: Court Approves Pinal County Settlement Pact
OWENS CORNING: Wants to Enter Into Waiver Letter With JPMorgan
PLAINS EXPLORATION: S&P Affirms BB Rating with Stable Outlook

PLASTECH ENGINEERED: Moody's Rates $200MM Debt Facility at B1
QUAKER FABRIC: Posts $8.4 Million Net Loss in 2006 Third Quarter
RADIOLOGIX INC: Primedex Deal Cues S&P's Ratings Withdrawal
READER'S DIGEST: Moody's Expands Scope of Ratings Review
READER'S DIGEST: Ripplewood Offer Cues S&P's Negative CreditWatch

SAINT VINCENTS: Court OKs Caronia as Estimation Advisor
SAN DIEGO CITY: Settles With SEC Regarding Municipal Bonds
SCOTTISH RE: Moody's Hold Senior Unsecured Debt Rating at Ba3
SEA CONTAINERS: Wants to Employ Ordinary Course Professionals
SEA CONTAINERS: Wants to Set Up Interim Compensation Procedures

SKYEPHARMA PLC: Abbott Acquires Licensee Kos Pharmaceuticals
SMART PRINTERS: Case Summary & 20 Largest Unsecured Creditors
SOUNDVIEW HOME: DBRS Junks $4.2 Million Class M-15 Certificates
STRUCTURED ASSET: DBRS Junks $5.5 Million Class B4 Certificates
TEC FOODS: Bank of New York Balks at Second Amended Combined Plan

TEC FOODS: Can Use Wells Fargo Cash Collateral Until December 31
TORONTO-DOMINION: S&P Reviews Ratings With Negative Implications
UNITED CUTLERY: Committee Hires Woolf McClane as Local Counsel
UNITED CUTLERY: Files Schedules of Assets and Liabilities
UNIVERSITY HEIGHTS: Foundation Wants Bankruptcy Case Dismissed

USA COMMERCIAL: Auctioning Assets on December 7
USG CORP: Prices $500 Million 6.30% Notes at 99.927% of Principal
USXL FUNDING: S&P Places BB- Rating on $14-Mil Class B-1 Notes
VALEANT PHARMA: S&P Cuts Corporate Credit Rating to B+ from BB-
VICTORY MEMORIAL: Case Summary & 20 Largest Unsecured Creditors

VISTEON CORP: Seeks Lenders' Approval for $100MM Additional Loan
WALTON SCDO: S&P Places Ratings on Negative CreditWatch
WORLDGATE COMMS: Posts $3.5 Mil. Net Loss in Third Quarter of 2006

* BOND PRICING: For the week of November 13 -- November 17, 2006

                             *********

ACXIOM CORP: Earns $21.7 Million in Quarter Ended September 30
--------------------------------------------------------------
Acxiom Corporation has filed its second quarter financial
statements for the three months ended Sept. 30, 2006, with the
Securities and Exchange Commission.

For the three months ended Sept. 30, 2006, the Company reported
$21.7 million of net income on $348.3 million of net revenues,
compared to $7.1 million of net income on $330.5 million of net
revenues from the same period in 2005.

The Company's working capital at Sept. 30, 2006, totaled
$63.9 million, compared to a working capital deficit of
$41.1 million at March 31, 2006.  Total current assets increased
$91.1 million primarily due to invested cash resulting from the
borrowings under the new credit agreement.

                       New Credit Agreement

Effective Sept. 15, 2006, the Company entered into an amended and
restated credit agreement allowing:

   (1) term loans up to an aggregate principal amount of $600
       million and

   (2) revolving credit facility borrowings consisting of
       revolving loans, letter of credit participations and swing-
       line loans to an aggregate amount of $200 million.

On Sept. 15, 2006, the Company borrowed the entire amount of the
term loan.  The term loan is payable in quarterly principal
installments of $1.5 million through September 2011, followed by
quarterly principal installments of $150.0 million through June
2012, followed by a final installment of $120 million due Sept.
15, 2012.  The term loan also allows prepayments before maturity.
Revolving loan commitments and all borrowings of revolving loans
mature on Sept. 15, 2011.  The credit agreement is secured by the
accounts receivable of Acxiom and its domestic subsidiaries, as
well as by the outstanding stock of certain Acxiom subsidiaries.
At Sept. 30, 2006 there were no revolving credit borrowings
outstanding and the Company had $200 million available under the
new credit agreement.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?1547

                         About Acxiom

Based in Little Rock, Arkansas, Acxiom Corporation (Nasdaq: ACXM)
-- http://www.acxiom.com/-- integrates data, services and
technology to create and deliver customer and information
management solutions for many of the largest, most respected
companies in the world.  The core components of Acxiom's solutions
are Customer Data Integration technology, data, database services,
IT outsourcing, consulting and analytics, and privacy leadership.
Founded in 1969, Acxiom has locations throughout the United
States, Europe, Australia and China.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 7, 2006,
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to Little Rock, Arkansas-based Acxiom Corp.'s proposed
$800 million secured first-lien financing.  The first-lien
facilities consist of a $200 million revolving credit facility and
a $600 million term loan.  They are rated 'BB' with a recovery
rating of '2'.

As reported in the Troubled Company Reporter on Aug. 25, 2006,
Moody's Investors Service assigned a Ba2 rating to Acxiom
Corporation's $800 million senior secured credit facilities, while
affirming its corporate family rating of Ba2.  The outlook is
stable.


ALLIED HOLDINGS: Excl. Plan-Filing Period Stretched to January 17
-----------------------------------------------------------------
The Honorable Coleman Ray Mullins of the U.S. Bankruptcy Court for
the Northern District of Georgia extends Allied Holdings, Inc. and
its debtor-affiliates exclusive period to:

    * file a plan of reorganization through and including
      Jan. 17, 2007; and

    * solicit acceptances of that plan through and including
      March 21, 2007.

Following Judge Mullins' entry of a bridge order extending the
Debtors' exclusive periods, The Yucaipa Funds LLC delivered to the
Court a statement supporting the extension.

The Official Committee of Unsecured Creditors, on the other hand,
told the Court that it expects:

    (i) to promptly receive all information regarding a proposed
        plan of reorganization or other arrangement for the
        Debtors' businesses resulting from discussions between
        Allied Holdings, Inc., and Yucaipa or any other third
        party that may affect the interests of unsecured
        creditors;

   (ii) the Debtors to provide the Creditors' Committee with a
        realistic timeline setting forth, among other things, the
        anticipated effective date of that plan and all other plan
        benchmarks; and

  (iii) the Debtors to commit that they will not reach any
        agreement with any party concerning the plan or any other
        arrangement of the Debtors' business without consulting
        with, and obtaining the significant input of, the
        Creditors' Committee.

The Creditors' Committee also demanded sufficient and timely
progress toward the formulation of a plan to justify the increased
administrative expenses necessitated by the further extension of
the exclusive plan-filing period.

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: Court Approves Lot Sale to 1659579 Ontario
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia has
authorized Allied Holdings, Inc., and its debtor-affiliates to
sell certain of its Canadian lots to 1659579 Ontario Ltd.

As reported in the Troubled Company Reporter on Oct. 27, 2006,
Allied Systems (Canada) Company, a subsidiary of Allied Holdings,
Inc., owns 51.77 acres of real property located at 1790 Provincial
Road, City of Windsor, in Ontario, Canada.

Allied Systems has marketed the Lot for sale since 2001.  In 2004,
Allied Systems received expressions of market interest for 15.11
acres of the Lot.  Allied Systems also obtained an independent
appraisal of CDN$5,700,000, and a second appraisal of
CDN$5,720,000 for the Lot.

Cushman & Wakefield LePage, Inc., as real estate broker for Allied
Systems, obtained a purchase offer from 1659579 Ontario Ltd.  The
Purchase Agreement offers Allied Systems a purchase price of
CDN$2,250,000.

Other salient terms of the Purchase Agreement include:

    * a deposit of CDN$100,000 tendered in two installments and
      applied towards the Purchase Price;

    * Ontario Ltd. will accept the Property on an entirely "as is,
      where is" basis; and

    * Cushman & Wakefield will receive a commission that is 5% of
      the Purchase Price.

A full-text copy of the Purchase Agreement is available for free
at http://researcharchives.com/t/s?13fe

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)


APPTIS INC: Moody's Rates Proposed $180MM Credit Facility at B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$180 million credit facility of Apptis, Inc.  Despite a sizable
amount of the net proceeds being used to return capital to its
financial sponsor, New Mountain Capital, LLC, Moody's affirmed the
B2 corporate family rating.

Apptis is undertaking a recapitalization to repay outstandings of
$77 million under its existing credit facility; to fully retire
$50 million of the existing senior subordinated cash pay notes
held by the Sponsor; to partially repay approximately
$20.5 million of senior subordinated payment-in-kind notes and
related accrued interest also held by the Sponsor; and to pay
related fees and expenses.

The transaction is being financed with proposed credit facilities
that include a $30 million senior secured first lien revolver and
a $150 million senior secured first lien term loan.

Moody's took these actions:

   -- $30 million proposed senior secured first lien revolver
      maturing 2011, assigned B1, LGD3, 33%

   -- $150 million proposed senior secured first lien term loan B
      due 2012, assigned B1, LGD3, 33%

   -- Corporate Family Rating, affirmed B2

   -- Probability of Default Rating, affirmed B2

   -- Ratings for the prior $107 million credit facility, rated
      Ba2, are to be withdrawn upon conclusion of the proposed
      transaction.

The ratings outlook is stable.

The ratings are subject to the conclusion of the proposed
transactions and Moody's review of final documentation.

The affirmation of the B2 Corporate Family Rating continues to
acknowledge Apptis' stable business as evidenced by strong win and
retention rates on government contracts.  This track record helps
to allay some concern regarding the meaningful amount of contracts
up for recompete within the next year.

Other business concerns reflected in the B2 corporate family
rating include a high concentration of revenue, Apptis' small
revenue base -- notably when compared to its high debt burden, and
the inherent exposure to delays or reduction in federal spending,
which is prevalent in the government contract services business
industry-wide.  The sizable return of capital to the financial
sponsor of approximately $70 million puts downward pressure on the
ratings as pro forma adjusted leverage is expected to be
approximately 5.7 times while year to date EBIT and EBITDA are
below original expectations.

The B1 rating on the senior secured credit facility reflects the
facility's priority position in the capital structure and a Loss
Given Default assessment of LGD3, 33%.  The credit facility has a
first priority perfected lien on all the capital stock and
tangible and intangible assets of the borrower, Apptis, Inc., and
its parent and subsidiaries.

The rating on the credit facility benefits from the loss
absorption provided by the $43 million PIK mezzanine notes at
Apptis Holdings, Inc., the company's parent, which are expected to
remain pro forma for the proposed transaction.  The credit
facility is guaranteed by the company's parent and all existing
and future subsidiaries.

The stable ratings outlook reflects Moody's expectation that
Apptis will grow its services revenue, maintain positive free cash
flow and use excess cash to reduce borrowings under its secured
credit facility.  In Moody's opinion, there is some room under pro
forma credit statistics to absorb some negative variance without
triggering a downgrade of the ratings.

Sustained financial performance above current expectations
resulting in adjusted debt to EBITDA at or below 4.5x, free cash
flow to adjusted debt ranging between 7% and 10%, and evidence of
maintaining adjusted EBIT to cash interest above 2x could result
in a positive change in the outlook or ratings.

The outlook or ratings could be lowered if Apptis loses a
significant contract, otherwise experiences operational
challenges, or pursues financial policies that result in adjusted
debt to EBITDA rising above 6x and adjusted EBIT to cash interest
falling below 1.5x.

Apptis, headquartered in Chantilly, Virginia, provides information
technology services and solutions primarily to federal government
agencies.  The company's core capabilities include software
development and engineering, network infrastructure deployment and
support services, and product fulfillment.  Revenue for the twelve
months ended June 2006 was approximately $303 million.


ARADIGM CORP: Earns $13.1 Million in Quarter Ended September 30
---------------------------------------------------------------
Aradigm Corporation reported net income for the three months ended
Sept. 30, 2006 of $13.1 million, compared with a net loss of
$7.7 million for the same period in 2005.  This gain was driven by
the recognition of an $8 million gain on sale of royalty interest
and a $12 million gain on sale of patents, both transactions with
Novo Nordisk, a related party.  The net loss for the nine months
ended Sept. 30, 2006 was $7.6 million, compared with a net loss of
$18.5 million for the same period in 2005.

The company generated revenues for the three months ended
Sept. 30, 2006 of $1.1 million compared to $700,000 for the same
period in 2005.  Revenues for the nine months ended Sept. 30, 2006
were $4 million compared with $9.6 million for the same period in
2005.

Total operating expenses for the three months ended Sept. 30, 2006
were $8.4 million compared to $8.8 million for the same period in
2005.  For the nine months ended Sept. 30, 2006 total operating
expenses were $32.4 million compared with $29.1 million for the
same period in 2005.

As of Sept. 30, 2006, cash, cash equivalents and short-term
investments totaled approximately $32.8 million.

At Sept. 30, 2006, the Company's balance sheet showed a
stockholders' equity of $1,100,000, compared to a deficit of
$397,000 at March 31, 2006.

                        NASDAQ Delisting

Aradigm also disclosed that the NASDAQ Listing Qualifications
Panel has determined to delist the securities of Aradigm from the
Nasdaq Capital Market, effective Nov. 10, 2006.

As reported in the Troubled Company Reporter on June 28, 2006, the
Company received notice indicating that it had failed to comply
with Marketplace Rule 4310(c)(2)(B) or Marketplace Rule
4310(c)(2)(B)(ii) of the Nasdaq Stock Market, requiring the
company either maintain a minimum market value or shareholders'
equity or meet certain net income levels.  Upon then receiving a
staff determination letter from the Nasdaq Stock Market Inc.
stating that the Company's common stock is subject to delisting
from the Nasdaq Capital Market for not meeting specific listing
criteria, Aradigm requested and was granted a hearing before the
Listing Qualifications Panel.

On Aug. 22, 2006, the Panel granted the Company's request for
continued listing, pending receipt of third quarter financials
demonstrating continued compliance.  On Oct. 24, 2006, the Company
notified Nasdaq that the third quarter financials were not
expected to demonstrate continued compliance, and requested a
hearing to show its plan to regain and maintain compliance.

                       About Aradigm Corp.

Headquartered in Hayward, California, Aradigm Corporation
(PINKSHEETS: ARDM) -- http://www.aradigm.com/-- combines its non-
invasive delivery systems with novel formulations to create
products that enable patients to comfortably self-administer
biopharmaceuticals and small molecule drugs.  The company's
advanced AERx(R) pulmonary and Intraject(R) needle-free delivery
technologies offer rapid delivery solutions for liquid drug
formulations.  Current development programs and priorities focus
on the development of specific products, including partnered and
self-initiated programs in the areas of respiratory conditions,
neurological disorders, heart disorders, and smoking cessation.
In addition, Aradigm and its partner, Novo Nordisk, are in Phase 3
clinical trials of the AERx Diabetes Management System for the
treatment of Type 1 and Type 2 diabetes.


ASARCO LLC: Wants to Reject Tacoma Redevelopment Agreement
----------------------------------------------------------
ASARCO LLC seeks authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to reject an
agreement among Metropolitan Park District of Tacoma; the city of
Tacoma, Washington; the town of Ruston, Washington; and ASARCO.

ASARCO LLC owns certain land in Washington on which it operated a
copper smelter until 1985.  Between 1987 and 1994, ASARCO
conducted two phases of demolition activities, which razed most
of the structures in the property and graded some portions,
Tony M. Davis, Esq., at Baker Botts L.L.P., in Houston, Texas,
relates.

Certain property adjacent to the Washington Property is possessed
and controlled by the Metropolitan Park District of Tacoma.
Portions of the Washington and MPD Properties constitute the
ASARCO Tacoma Superfund Site.  A portion of the Superfund Site is
located within the city of Tacoma, Washington's jurisdiction, and
a portion is located within the town of Ruston, Washington's
jurisdiction.

In March 1995, the U.S. Environmental Protection Agency issued a
Record of Decision, which described the remediation remedy for
soil, slag and surface water at the Superfund Site and for on-
site placement, without treatment, of hazardous soils, demolition
debris and residential soils.  For the implementation of EPA's
Remediation Plan, ASARCO, Tacoma, Ruston, and MPD wished to
redevelop portions of the Superfund Site for public and private
use.

In January 1997, the parties entered into a definitive agreement,
which, among other things, provides for each party's obligations
in the Site's redevelopment.

Mr. Davis says some of the tasks have been completed.  However, a
number of significant obligations remain to be done, including:

   -- Tacoma and Ruston's consideration of the Remediation Plan,
   -- Remedial action and preparatory work,
   -- Vacation of the car tunnel and abandoned roadways,
   -- Work regarding the marina and its funding,
   -- Dirt and gravel mining on the MPD Property, and
   -- The creation of a public development authority and other
      related tasks.

In January 2006, the Court approved the sale of the Washington
Property to Point Ruston, LLC.  All conditions precedent to the
effectiveness of the Sale Order have been fulfilled, and the
closing of the Property's sale occurred in October 2006.

Pursuant to the sale, ASARCO's liabilities with respect to onsite
remediation and, to a limited degree, the Property's offsite
remediation have been transferred to Point Ruston.  However,
Point Ruston is not party to, or bound by, the Agreement.  In
effect, ASARCO could unlikely fulfill its obligations under the
Agreement if ASARCO attempted to assume it, Mr. Davis contends.

Even if ASARCO assumes the Agreement, Mr. Davis points out, the
obligations would constitute a significant burden on the estate
with no corresponding benefit.

                         About ASARCO LLC

Tucson, Ariz.-based ASARCO LLC -- http://www.asarco.com/-- is an
integrated copper mining, smelting and refining company.  Grupo
Mexico S.A. de C.V. is ASARCO's ultimate parent.  The Company
filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex.
Case No. 05-21207).  James R. Prince, Esq., Jack L. Kinzie, Esq.,
and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel
Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble,
Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the
Debtor in its restructuring efforts.  Lehman Brothers Inc.
provides the ASARCO with financial advisory services and
investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


ASARCO LLC: Wants to Purchase Equipment from EntreCap Financial
---------------------------------------------------------------
ASARCO LLC seeks authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to exercise a fixed
option under the lease extension with EntreCap Financial
Corporation for the purchase of certain Exchange Trucks.

In December 1995, ASARCO LLC and EntreCap Financial Corporation,
formerly known as Pitney Bowes Credit Corporation, entered into
an equipment lease agreement.  The Equipment Lease provided for
the lease of five haul trucks and one electric shovel.

In December 2003, EntreCap agreed to exchange two trucks under
the Original Lease that were located at the Mission Mine for two
similar trucks located at the Ray Mine.  The parties also agreed
that the lease term for the Exchange Trucks would be extended
from Dec. 8, 2005, to Dec. 8, 2006.

ASARCO assumed the Lease Agreement, including both the Original
Lease and the Lease Extension, on Dec. 30, 2005.

The Lease Extension includes a fixed purchase option that must be
exercised by Dec. 8, 2006.

James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
contends that the Exchange Trucks, which are being utilized at
the Ray mine, are indispensable to the successful operation of
ASARCO's mine.

In light of the low fixed price to purchase the Exchange Trucks
in comparison with the fair market value for similar trucks,
ASARCO has decided that it is in its best financial interest to
purchase the Exchange Trucks now.

To cure its defaults under the Lease, ASARCO will pay Entrecap:

   -- $25,445 as other fees due under the Lease,
   -- $59,665 as rent for last quarter, and
   -- $320,000 as purchase price for the two Exchange Trucks.

                         About ASARCO LLC

Tucson, Ariz.-based ASARCO LLC -- http://www.asarco.com/-- is an
integrated copper mining, smelting and refining company.  Grupo
Mexico S.A. de C.V. is ASARCO's ultimate parent.  The Company
filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex.
Case No. 05-21207).  James R. Prince, Esq., Jack L. Kinzie, Esq.,
and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel
Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble,
Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the
Debtor in its restructuring efforts.  Lehman Brothers Inc.
provides the ASARCO with financial advisory services and
investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


ASARCO LLC: Wants to Expand SRK Consulting's Scope of Work
----------------------------------------------------------
ASARCO LLC seeks authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to expand the scope
of SRK Consulting (U.S.) Inc.'s employment to include conducting a
business plan for the company.

In February 2006, the Court authorized ASARCO LLC to employ SRK
Consulting (U.S.), Inc., to complete an audit of the company's
operations.  SRK has already reported the production findings and
costs projections analysis to ASARCO's Board of Directors.  The
report addressed numerous issues and opportunities for mine
optimization and improvement.

James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
tells the Court that ASARCO needs SRK Consulting to address the
identified issues and opportunities, update the company's ore
reserves, and produce a consolidated business plan in connection
with all of the company's operations.

Mr. Prince contends that due to its site-specific knowledge of
the company's copper-producing operations and strategic location
in Tucson, Arizona, SRK is well-suited to prepare a consolidated
business plan on time and within budget.

Mr. Prince informs the Court that SRK will accomplish those tasks
under a two-phase project.  In Phase I, SRK will:

   * establish a complete mineral resources database for each
     asset;

   * update mineral resource and ore reserve estimations at all
     operations using current costs and copper pricing
     information;

   * prepare a standard protocol and report for each mine site
     outlining the methods to be used to categorize and report
     resources and reserves;

   * conduct detailed actual-versus-modeled over a five-year
     period to validate the accuracy of the reserve models;

   * conduct confirmation drilling to facilitate long-range mine
     planning;

   * update existing geotechnical studies for pit slope stability
     and initiate geotechnical assessment, as it may be necessary
     at the various facilities;

   * produce a consolidated production schedule;

   * apply operating costs to business plans; and

   * review future capital requirements.

In Phase II, SRK will further optimize the business plans based
on a review of each operation individually as well as on a
consolidated basis, to determine which options provide the best
returns given identified operating constraints.  The work will be
completed over a nine-month period.

Robert W. Klumpp, treasurer and principal of SRK, assures the
Court that the firm does not have represent any interest adverse
to ASARCO or its estate, and is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

ASARCO will pay SRK $45 to $260 per hour depending on the
specific individual who performs the services.  ASARCO will also
reimburse SRK for its actual costs and expenses, plus a 5% mark-
up.

                         About ASARCO LLC

Tucson, Ariz.-based ASARCO LLC -- http://www.asarco.com/-- is an
integrated copper mining, smelting and refining company.  Grupo
Mexico S.A. de C.V. is ASARCO's ultimate parent.  The Company
filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex.
Case No. 05-21207).  James R. Prince, Esq., Jack L. Kinzie, Esq.,
and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel
Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble,
Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the
Debtor in its restructuring efforts.  Lehman Brothers Inc.
provides the ASARCO with financial advisory services and
investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


AZUR HOLDINGS: Inks $50 Million Financing Deal with Nexxus One
--------------------------------------------------------------
Azur Holdings, Inc., has entered into a binding agreement with
Nexxus One Capital Trust of Switzerland A.G. for up to $50 million
of financing.

Under an engagement agreement with Azur, Nexxus has committed up
to $50 million of new financing for Azur Holdings Shell Landing
Resort property or an amount equal to 80% of the newly appraised
value.  A new appraisal has been ordered and is expected in 4 to 6
weeks.  Should the initial financing amount be less than
$50,000,000, Azur Holdings can require Nexxus, for up to two
years, to extend additional financing based upon updated
appraisals.  The financing will come in the form of a Senior
Secured Redeemable Note purchased by a banking syndicate led by
Nexxus One Capital.

Funding will be used for the refinancing and restructuring of
the debt and equity of Shell Landing Resort Development as well as
development and working capital.  Closing is scheduled to occur
within 10 days of a new MAI appraisal of Shell Landing Development
or no later than Dec. 29, 2006.

                       About Azur Holdings

Headquartered in Fort Lauderdale, Florida, Azur Holdings, Inc.
(OTCBB: AZHI), (FRANKFURT: HCPB) -- http://www.azurholdings.com/
-- is a real estate development company, which develops and
markets luxury residential and resort properties.  The company
also operates a real estate development company in Gautier,
Mississippi.  It owns the Shell Landing Golf Club in Gautier, and
Azur Shell Landing Resort consisting of approximately 1,100 acres
contiguous to the Shell Landing Golf Club.  The company also has
various real estate projects under development and consideration,
which includes the development and acquisition of luxury hotels
and resorts, domestically and internationally.  In addition, Azur
Holdings purchases land in strategic areas for future development
or sale.  The Company is a subsidiary of Azur International, Inc.

At July 31, 2006, Azur Holdings' balance sheet showed a
stockholders' deficit of $4,830,646, compared to a deficit of
$1,800 at July 31, 2005.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 13, 2006,
Baum & Company, P.A., in Coral Springs, Florida, expressed doubt
about Azur Holdings, Inc.'s ability to continue as a going concern
after auditing the Company's financial statements for the fiscal
year ended April 30, 2006.  The auditing firm pointed to the
Company's recurring losses since inception.  The Company has
accumulated losses of $2.7 million and a negative working capital
position of $5.9 million.


BANC OF AMERICA: Moody's Lifts Rating on $100-Mil. Certs to Ba1
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of nine classes and
affirmed the ratings of five classes of Banc of America Large
Loan, Inc., Commercial Mortgage Pass-Through Certificates, Series
2005-ESH:

   Class A-1, $749,050,000, Fixed, affirmed at Aaa
   Class A-2, $305,950,000, Fixed, affirmed at Aaa
   Class A-3, $475,000,000, Fixed, affirmed at Aaa
   Class X-1, Notional, affirmed at Aaa
   Class X-2, Notional, affirmed at Aaa
   Class B, $290,000,000,Fixed, upgraded to Aa2 from Aa3
   Class C, $60,000,000, Fixed, upgraded to Aa3 from A1
   Class D, $56,000,000, Fixed, upgraded to A1 from A2
   Class E, $99,000,000, Fixed, upgraded to A2 form A3
   Class F, $62,000,000, Fixed, upgraded to A3 from Baa1
   Class G, $65,000,000, Fixed, upgraded to Baa1 from Baa2
   Class H, $138,000,000,Fixed, upgraded to Baa2 from Baa3
   Class J, $120,000,000,Fixed, upgraded to Baa3 from Ba1
   Class K, $100,000,000,Fixed, upgraded to Ba1 from Ba2

The Certificates are supported by first priority mortgage loans
having an aggregate principal balance of $2.52 billion. Collateral
for the loans consists of 450 extended-stay hotel properties owned
by affiliates of The Blackstone Group.  The properties, which
contain 50,790 rooms, are located in 41 states and are principally
operated as Extended StayAmerica Deluxe, Extended StayAmerica and
Homestead Studio Suites branded hotels.

The top three state concentrations are California, Florida, and
Texas.  The Blackstone Group dominates the mid-price segment of
the extended stay hotel market through its three principal brands
as well as several lesser brands.

Both RevPAR and the operating margin have improved for the
collateral since securitization in October of 2005, although full-
year 2005 performance was anticipated and considered in Moody's
analysis.

Moody's is upgrading Classes B, C, D, E, F, G, H, J and K due to
performance improvements in calendar year 2006.  RevPAR and net
cash flow for calendar year 2005 as adjusted by Moody's were
$37.00 and $310.5 million.  For the eight-month period ending Aug.
2006, RevPAR increased by 6.9% over the comparable 2006 period
while net cash flow increased by 8.4%.  Moody's current net cash
flow is $330.8 million.  Moody's current loan to value ratio is
83.8%, compared to 89.4% at securitization.


BANKATLANTIC BANCORP: Earns $2.3 Million in 2006 Third Quarter
--------------------------------------------------------------
BankAtlantic Bancorp Inc. submitted its third quarter financial
statements for the three months ended Sept. 30, 2006, to the
Securities and Exchange Commission on Nov. 8, 2006.

The Company earned $2.3 million on $98.9 million of net revenues
for the quarter ended Sept. 30, 2006, compared to $16.2 million of
net income earned on $92.9 million of net revenues for the same
period in 2005.

At Sept. 30, 2006, the Company's balance sheet showed total assets
of $6.5 billion and total debts of $6 billion.

The Company has established revolving credit facilities totaling
$30 million with two independent financial institutions.  The
credit facilities contain customary financial covenants relating
to regulatory capital, debt service coverage and the maintenance
of certain loan loss reserves.  Effective Sept. 30, 2006, the debt
service coverage covenant was modified and the Company was in
compliance with all covenants contained in the facilities.  The
Company had no outstanding borrowings under these credit
facilities at Sept. 30, 2006.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?1549

Headquartered in Fort Lauderdale, Florida, BankAtlantic Bancorp
Inc. (NYSE: BBX) -- http://www.BankAtlanticBancorp.com-- is a
diversified financial services holding company and the parent
company of BankAtlantic and Ryan Beck & Co.  Through these
subsidiaries, BankAtlantic Bancorp provides a full line of
products and services encompassing consumer and commercial
banking, brokerage and investment banking.

                       *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2006,
Fitch has affirmed BankAtlantic Bancorp Inc.'s Long-term Issuer
Default Rating at BB+ and short-term issuer rating at B.


BEAR STEARNS: Moody's Holds Low-B Rating on Six Cert. Classes
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Bear Stearns
Commercial Mortgage Securities Trust 2004-TOP 14, Commercial
Mortgage Pass-Through Certificates, Series 2004-TOP14:

         Class A-1, $35,121,707,  Fixed, affirmed at Aaa
         Class A-2, $152,000,000, Fixed, affirmed at Aaa
         Class A-3, $122,000,000  Fixed, affirmed at Aaa
         Class A-4, $442,061,000, Fixed, affirmed at Aaa
         Class X-1, Notional, affirmed at Aaa
         Class X-2, Notional, affirmed at Aaa
         Class B, $23,482,000,Fixed, affirmed at Aa2
         Class C, $7,827,000, Fixed, affirmed at Aa3
         Class D, $17,890,000,affirmed at A2
         Class E, $8,945,000, Fixed, affirmed at A3
         Class F, $10,064,000,Fixed, affirmed at Baa1
         Class G, $5,591,000, Fixed, affirmed at Baa2
         Class H, $7,827,000, Fixed, affirmed at Baa3
         Class J, $4,472,000, Fixed, affirmed at Ba1
         Class K, $4,473,000, Fixed, affirmed at Ba2
         Class L, $2,236,000, Fixed, affirmed at Ba3
         Class M, $2,236,000, Fixed, affirmed at B1
         Class N, $2,237,000, Fixed, affirmed at B2
         Class O, $8,945,781, Fixed, affirmed at B3

As of the Nov. 13, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 4.3%
to $855.6 million from $894.5 million at securitization.  The
Certificates are collateralized by 108 mortgage loans ranging in
size from less than 1.0% of the pool to 8.7% of the pool, with the
top 10 loans representing 45.2% of the pool.

The pool includes six shadow rated investment grade loans
comprising 21.3% of the pool.  Two loans, representing 6% of the
pool balance, have defeased and are collateralized by U.S.
Government securities.  The pool has not sustained any losses to
date and currently there are no loans in special servicing. Eight
loans, representing 4% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2005 operating results for
approximately 98.4% of the pool. Moody's loan to value ratio for
the conduit component is 77.1%, compared to 80.8% at
securitization.

The largest shadow rated loan is the One & Three Christine Centre
Loan, which is secured by two adjacent office buildings located in
downtown Wilmington, Delaware.  The two buildings total 633,000
square feet and are 100% occupied, the same as at securitization.
The anchor tenant is Chase Card Services.  Chase leases
approximately 91% of the premises under a lease expiring in Dec.
2015.  The sponsor is Macquarie Office Fund and Brandywine Realty.
The loan is interest only for its entire term and matures in Jan.
2009.  Moody's current shadow rating is Baa3, the same as at
securitization.

The second shadow rated loan is the Great Hall East Portfolio
Loan, which is secured by seven retail properties located in Ohio,
South Carolina, Massachusetts and Alabama.  The portfolio totals
853,000 square feet and each property is leased to a single tenant
under a long-term lease that extends beyond the loan maturity
date.  The tenants include Wal-Mart, Lowe's, Kroger and Sam's
Club.  The loan sponsor is Inland Retail Real Estate Trust, Inc.
The loan is interest only for its entire term and matures in Oct.
2008.  Moody's current shadow rating is A2, the same as at
securitization.

The remaining four shadow rated loans comprise 7.7% of the pool.
The Greenville Place Apartment Loan, secured by a 519-unit
apartment complex located in suburban Wilmington, Delaware, is
shadow rated Baa2.  The Hiram Pavilion Loan, secured by a 362,000
square foot power center located in suburban Atlanta, is shadow
rated Baa1.  The 12 E 22nd Street Loan, secured by an 89-unit
multifamily property located in New York City, is shadow rated
Aa2.  The Lincoln Tower Cooperative Loan, secured by a residential
cooperative building located in New York City, is shadow rated
Aaa.

The top three non-defeased conduit loans represent 16.6% of the
outstanding pool balance:

                             I

The largest conduit loan is the U.S. Bank Tower Loan, which is
secured by a 1.4 million square foot landmark Class A office
building located in downtown Los Angeles, California.  The loan
represents a 25% pari passu interest in a first mortgage loan
totaling $260 million.  The building is 87% occupied, compared to
90.0% at securitization.  The largest tenants are Latham & Watkins
and Pacific Enterprises.  The loan sponsor is Maguire Properties.
The loan is interest only for the entire term and matures in July
2013.  Moody's LTV is 74.7%, compared to 73.2% at securitization.

                             II

The second largest conduit loan is the 840 Memorial Drive Loan,
which is secured by a 129,000 square foot biotech lab/office
building located in Cambridge, Massachusetts.  The largest tenant
is UCB Research which occupies 40% of the premises under a lease
expiring in June 2009.  The property has been 89% leased since
securitization.

However, Moody's do expect near-term disruption in the property's
performance because two tenants that lease approximately 44% of
the premises have indicated their intent to vacate at the
expiration of their leases in April and June of 2007.  The
Cambridge biotech market has declined since securitization, with
market rents declining more than 30%. Moody's LTV is 97.6%,
compared to 85.8% at securitization.

                             III

The third largest conduit loan is the San Antonio Office Portfolio
Loan, which is secured by three office properties located in San
Antonio, Texas.  The portfolio is 95% occupied, compared to 82% at
securitization.  The loan is interest only for the entire term and
matures in Jan. 2009.  Moody's LTV is 78.5%, compared to 85.9% at
securitization.

The pool's collateral is a mix of retail, office and mixed use,
multifamily, industrial and self storage and U.S. Government
securities.  The collateral properties are located in 37 states.
The highest state concentrations are California, Delaware, Texas,
Massachusetts and New Jersey.  All of the loans are fixed rate.


BEAR STEARNS: Poor Performance Cues S&P's Negative Watch
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on classes
M-9A and M-9B from Bear Stearns Asset Backed Securities I Trust's
series 2004-BO1 on CreditWatch with negative implications.

Concurrently, the ratings on five classes from Bear Stearns
Asset Backed Securities Trust 2006-SD1 and 772 classes from
various Bear Stearns Asset Backed Securities I Trust transactions
are affirmed.

The CreditWatch placements reflect the deteriorating performance
of the collateral backing Bear Stearns Asset Backed Securities I
Trust 2004-BO1.  Realized losses have been outpacing the excess
interest spread for the past six months.

As of the September 2006 remittance period, overcollateralization
for classes M-9A and M-9B had been reduced to 2.4% of the original
pool balance, which is below its target of 2.9% of the original
pool balance.  Cumulative losses amounted to $34,294,675, or 2.55%
of the original pool balance.  Total delinquencies and severe
delinquencies constitute 19.22% and 12.00% of the current pool
balance, respectively.

Standard & Poor's will continue to closely monitor the performance
of these classes.  If the delinquent loans cure to a point at
which monthly excess interest begins to outpace monthly net
losses, thereby allowing o/c to build and provide sufficient
credit enhancement, the rating agency will affirm the ratings and
remove them from CreditWatch negative.

Conversely, if delinquencies cause substantial realized losses in
the coming months and continue to erode credit enhancement, the
rating agency will take further negative rating actions on these
classes.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.  Credit support for
these are the rating actions: transactions is derived from
subordination alone or from a combination of subordination, excess
interest, and o/c.

As of the Sept. remittance period, total delinquencies in the
subprime collateral pool ranged from 5.32% to 22.81%, and severe
delinquencies ranged from 0.09% to 15.84%.  Total delinquencies
in the prime Alt-A collateral pool ranged from 1.79%to
5.57%, and severe delinquencies ranged from 0% to 3.79%.

The collateral primarily consists of 15- and 30-year, prime Alt-A
or subprime, fixed- and/or adjustable-rate first- and second-lien
mortgage loans secured by one- to four-family residential
properties.

                  Ratings Put On Creditwatch Negative

              Bear Stearns Asset Backed Securities I Trust

                                           Rating
                                           ------
            Series    Class          To              From
            ------    -----          --              ----
            2004-BO1  M-9A           A/Watch Neg     A
            2004-BOI  M-9B           A/Watch Neg     A

                         Ratings Affirmed

            Bear Stearns Asset Backed Securities I Trust

      Series    Class                                Rating
      ------    -----                                ------
      2004-BO1  I-A-1, I-A-2, I-A-3, II-A-1, II-A-2  AAA
      2004-BO1  M-1, M-2, M-3                        AAA
      2004-BO1  M-4, M-5                             AA+
      2004-BO1  M-6, M-7                             AA
      2004-BO1  M-8                                  AA-
      2004-AC2  I-A-1, I-A-2, I-A-3, I-A-4, I-X      AAA
      2004-AC2  I-PO, II-A, II-X, II-PO              AAA
      2004-AC2  B-1                                  AA
      2004-AC2  B-2                                  A
      2004-AC2  B-3                                  BBB
      2004-AC2  B-4                                  BB
      2004-AC2  B-5                                  B
      2004-AC3  A-1, A-2                             AAA
      2004-AC3  M-1                                  AA
      2004-AC3  M-2                                  A
      2004-AC3  M-3                                  A-
      2004-AC3  B-1                                  BBB+
      2004-AC3  B-2                                  BBB
      2004-AC4  A-1, A-2, A-3, A-4, A-5, A-6         AAA
      2004-AC4  M-1                                  AA
      2004-AC4  M-2                                  A
      2004-AC4  B                                    BBB
      2004-AC5  A-1, A-2, A-3                        AAA
      2004-AC5  M-1                                  AA+
      2004-AC5  M-2                                  A+
      2004-AC5  M-3                                  A
      2004-AC5  B-1                                  A-
      2004-AC5  B-2                                  BBB+
      2004-AC5  B-3                                  BBB
      2004-AC6  A-1, A-2, A-3                        AAA
      2004-AC6  M-1                                  AA
      2004-AC6  M-2                                  AA-
      2004-AC6  M-3, B-1                             A
      2004-AC6  B-2                                  A-
      2004-AC6  B-3                                  BBB+
      2004-AC7  A-1, A-2, A-3                        AAA
      2004-AC7  M-1                                  AA
      2004-AC7  M-2                                  A
      2004-AC7  M-3                                  A-
      2004-AC7  B-1                                  BBB+
      2004-AC7  B-2                                  BBB
      2004-AC7  B-3                                  BBB-
      2004-FR1  II-A, I-A-2                          AAA
      2004-FR1  M-1                                  AA+
      2004-FR1  M-2                                  AA
      2004-FR1  M-3                                  A+
      2004-FR1  M-4, M-5                             A
      2004-FR1  M-6                                  A-
      2004-FR1  M-7                                  BBB+
      2004-FR1  M-8A, M-8B                           BB+
      2004-FR2  II-A, I-A-2                          AAA
      2004-FR2  M-1                                  AA+
      2004-FR2  M-2                                  AA
      2004-FR2  M-3                                  AA-
      2004-FR2  M-4                                  A+
      2004-FR2  M-5                                  A
      2004-FR2  M-6                                  BBB+
      2004-FR2  M-7                                  BBB
      2004-FR2  M-8A, M-8B                           BB+
      2004-FR3  II-A, I-A-1, I-A-2                   AAA
      2004-FR3  M-1                                  AA+
      2004-FR3  M-2                                  AA
      2004-FR3  M-3                                  AA-
      2004-FR3  M-4                                  A+
      2004-FR3  M-5                                  A
      2004-FR3  M-6                                  A-
      2004-FR3  M-7                                  BBB
      2004-HE4  A-3                                  AAA
      2004-HE4  M-1                                  AA+
      2004-HE4  M-2                                  AA-
      2004-HE4  M-3                                  A+
      2004-HE4  M-4                                  A
      2004-HE4  M-5                                  A-
      2004-HE4  M-6                                  BBB+
      2004-HE4  M-7                                  BBB-
      2004-HE5  I-A-2, II-A, III-A                   AAA
      2004-HE5  M-1                                  AA+
      2004-HE5  M-2                                  AA-
      2004-HE5  M-3                                  A
      2004-HE5  M-4                                  A-
      2004-HE5  M-5                                  BBB+
      2004-HE5  M-6                                  BBB
      2004-HE5  M-7                                  BBB-
      2004-HE6  I-A-2, II-A, III-A                   AAA
      2004-HE6  M-1                                  AA+
      2004-HE6  M-2                                  AA-
      2004-HE6  M-3                                  A
      2004-HE6  M-4                                  A-
      2004-HE6  M-5                                  BBB+
      2004-HE6  M-6                                  BBB
      2004-HE6  M-7A, M-7B                           BBB-
      2004-HE7  I-A-2, I-A-3, II-A                   AAA
      2004-HE7  M-1                                  AA+
      2004-HE7  M-2                                  AA-
      2004-HE7  M-3                                  A+
      2004-HE7  M-4                                  A
      2004-HE7  M-5                                  A-
      2004-HE7  M-6                                  BBB+
      2004-HE7  M-7A, M-7B                           BBB-
      2004-HE8  A                                    AAA
      2004-HE8  M-1                                  AA+
      2004-HE8  M-2                                  AA
      2004-HE8  M-3                                  A+
      2004-HE8  M-4                                  A
      2004-HE8  M-5                                  A-
      2004-HE8  M-6                                  BBB+
      2004-HE8  M-7A, M-7B                           BBB-
      2004-HE9  I-A-1, I-A-2, I-A-3, II-A, III-A-1   AAA
      2004-HE9  III-A-2                              AAA
      2004-HE9  M-1                                  AA+
      2004-HE9  M-2                                  AA
      2004-HE9  M-3                                  A+
      2004-HE9  M-4                                  A
      2004-HE9  M-5                                  A-
      2004-HE9  M-6                                  BBB+
      2004-HE9  M-7A, M-7B                           BBB-
      2004-HE10 I-A-2, I-A-3, II-A-1, II-A-2         AAA
      2004-HE10 M-1                                  AA
      2004-HE10 M-2                                  A
      2004-HE10 M-3                                  A-
      2004-HE10 M-4                                  BBB+
      2004-HE10 M-5                                  BBB
      2004-HE10 M-6                                  BBB-
      2004-HE10 M-7                                  BB+
      2004-HE11 I-A-2, I-A-3, II-A-1, II-A-2         AAA
      2004-HE11 M-1                                  AA
      2004-HE11 M-2                                  A
      2004-HE11 M-3                                  A-
      2004-HE11 M-4                                  BBB+
      2004-HE11 M-5                                  BBB
      2004-HE11 M-6                                  BBB-
      2004-HE11 M-7                                  BB
      2005-AC1  A                                    AAA
      2005-AC1  M-1                                  AA
      2005-AC1  M-2                                  A
      2005-AC1  M-3                                  A-
      2005-AC1  B-1                                  BBB+
      2005-AC1  B-2                                  BBB
      2005-AC1  B-3                                  BBB-
      2005-AC2  I-A                                  AAA
      2005-AC2  I-M-1                                AA
      2005-AC2  I-M-2                                A
      2005-AC2  I-M-3                                A-
      2005-AC2  I-B-1                                BBB+
      2005-AC2  I-B-2                                BBB
      2005-AC2  I-B-3                                BBB-
      2005-AC2  II-A-1, II-A-2                       AAA
      2005-AC2  II-M-1                               AA
      2005-AC2  II-M-2                               A
      2005-AC2  II-M-3                               A-
      2005-AC2  II-B-1                               BBB+
      2005-AC2  II-B-2                               BBB
      2005-AC2  II-B-3                               BBB-
      2005-AC3  I-A-1, I-A-2                         AAA
      2005-AC3  I-M-1                                AA+
      2005-AC3  I-M-2                                AA
      2005-AC3  I-M-3                                AA-
      2005-AC3  I-B-1                                A
      2005-AC3  I-B-2                                A-
      2005-AC3  I-B-3                                BBB+
      2005-AC3  I-B-4                                BBB-
      2005-AC3  II-A-1, II-A-2, II-A-3, II-A-4       AAA
      2005-AC3  II-X, II-PO                          AAA
      2005-AC3  II-B-1                               AA
      2005-AC3  II-B-2                               A
      2005-AC3  II-B-3                               BBB
      2005-AC3  II-B-4                               BB
      2005-AC3  II-B-5                               B
      2005-AC4  A                                    AAA
      2005-AC4  M-1                                  AA+
      2005-AC4  M-2                                  A+
      2005-AC4  M-3                                  A
      2005-AC4  B-1                                  A-
      2005-AC4  B-2                                  BBB+
      2005-AC4  B-3                                  BBB
      2005-AC4  B-4                                  BBB-
      2005-AC5  I-A-1, I-A-2, I-A-3, I-A-4, I-A-5    AAA
      2005-AC5  I-M-1                                AA
      2005-AC5  I-M-2                                A
      2005-AC5  I-M-3                                A-
      2005-AC5  I-B-1                                BBB+
      2005-AC5  I-B-2                                BBB
      2005-AC5  I-B-3                                BBB-
      2005-AC5  I-B-4                                BB
      2005-AC5  II-A-1, II-A-2, II-A-3               AAA
      2005-AC5  II-A-4, II-X-1, II-X-2, II-PO        AAA
      2005-AC5  II-R-1, II-R-2, II-R-3               AAA
      2005-AC5  II-X, II-PO                          AAA
      2005-AC5  II-B-1                               AA
      2005-AC5  II-B-2                               A
      2005-AC5  II-B-3                               BBB
      2005-AC5  II-B-4                               BB
      2005-AC5  II-B-5                               B
      2005-AC6  I-A-1, I-A-2, I-A-3, I-A-4           AAA
      2005-AC6  I-M-1                                AA
      2005-AC6  I-M-2                                A
      2005-AC6  I-M-3                                A-
      2005-AC6  I-B-1                                BBB+
      2005-AC6  I-B-2                                BBB
      2005-AC6  I-B-3                                BBB-
      2005-AC6  I-B-4                                BB
      2005-AC6  II-1-A-1, II-1-A-2, II-2-A, II-1-X   AAA
      2005-AC6  II-1-A-3, II-1-PO                    AAA
      2005-AC6  II-B-1                               AA
      2005-AC6  II-B-2                               A
      2005-AC6  II-B-3                               BBB
      2005-AC6  II-B-4                               BB
      2005-AC6  II-B-5                               B
      2005-AC7  A-1, A-2, A-3, A-4                   AAA
      2005-AC7  M-1                                  AA
      2005-AC7  M-2                                  A
      2005-AC7  M-3                                  A-
      2005-AC7  B-1                                  BBB+
      2005-AC7  B-2                                  BBB
      2005-AC7  B-3                                  BBB-
      2005-AC7  B-4                                  BB
      2005-AC8  A-1, A-2, A-3, A-4, A-5, A-6, A-7    AAA
      2005-AC8  X-1, A-8, A-9, A-10, R-1, R-2, R-3   AAA
      2005-AC8  PO                                   AAA
      2005-AC8  B-1                                  AA
      2005-AC8  B-2                                  A
      2005-AC8  B-3                                  BBB
      2005-AC8  B-4                                  BB
      2005-AC8  B-5                                  B
      2005-AC9  A-2, A-3, A-4, A-5                   AAA
      2005-AC9  M-1                                  AA
      2005-AC9  M-2                                  A
      2005-AC9  M-3                                  A-
      2005-AC9  B-1                                  BBB+
      2005-AC9  B-2                                  BBB
      2005-AC9  B-3                                  BBB-
      2005-AC9  B-4                                  BB
      2005-AQ2  A-1, A-2, A-3                        AAA
      2005-AQ2  M-1                                  AA+
      2005-AQ2  M-2                                  AA
      2005-AQ2  M-3                                  AA-
      2005-AQ2  M-4                                  A
      2005-AQ2  M-5                                  A-
      2005-AQ2  M-6                                  BBB+
      2005-AQ2  M-7                                  BBB
      2005-AQ2  M-8                                  BBB-
      2005-AQ2  M-9                                  BB+
      2005-AQ2  M-10                                 BB
      2005-EC1  A-2, A-3                             AAA
      2005-EC1  M-1                                  AA+
      2005-EC1  M-2                                  AA
      2005-EC1  M-3                                  AA-
      2005-EC1  M-4                                  A
      2005-EC1  M-5                                  A-
      2005-EC1  M-6                                  BBB+
      2005-EC1  M-7                                  BBB
      2005-EC1  M-8                                  BBB-
      2005-FR1  I-A-1, I-A-2, I-A-3, II-A-1, II-A-2  AAA
      2005-FR1  M-1                                  AA
      2005-FR1  M-2                                  A
      2005-FR1  M-3                                  A-
      2005-FR1  M-4                                  BBB+
      2005-FR1  M-5                                  BBB
      2005-FR1  M-6                                  BBB-
      2005-FR1  M-7                                  BB+
      2005-FR1  M-8                                  BB
      2005-HE1  I-A-2, I-A-3, II-A-1, II-A-2         AAA
      2005-HE1  M-1                                  AA
      2005-HE1  M-2                                  A
      2005-HE1  M-3                                  A-
      2005-HE1  M-4                                  BBB+
      2005-HE1  M-5                                  BBB
      2005-HE1  M-6                                  BBB -
      2005-HE1  M-7                                  BB
      2005-HE2  I-A-2, I-A-3, II-A-1, II-A-2         AAA
      2005-HE2  III-A-1, III-A-2                     AAA
      2005-HE2  M-1                                  AA
      2005-HE2  M-2                                  A
      2005-HE2  M-3                                  A-
      2005-HE2  M-4                                  BBB+
      2005-HE2  M-5                                  BBB
      2005-HE2  M-6                                  BBB -
      2005-HE2  M-7                                  BB+
      2005-HE2  M-8                                  BB
      2005-HE3  I-A-1, I-A-2, I-A-3, II-A-1, II-A-2  AAA
      2005-HE3  III-A-1, III-A-2                     AAA
      2005-HE3  M-1                                  AA
      2005-HE3  M-2                                  A
      2005-HE3  M-3                                  A-
      2005-HE3  M-4                                  BBB+
      2005-HE3  M-5                                  BBB
      2005-HE3  M-6                                  BBB -
      2005-HE3  M-7                                  BB+
      2005-HE3  M-8                                  BB
      2005-HE4  I-A-1, I-A-2, I-A-3, II-A-1, II-A-2  AAA
      2005-HE4  III-A-1, III-A-2, IV-A-1, IV-A-2     AAA
      2005-HE4  M-1                                  AA
      2005-HE4  M-2                                  A
      2005-HE4  M-3                                  A-
      2005-HE4  M-4                                  BBB+
      2005-HE4  M-5                                  BBB
      2005-HE4  M-6                                  BBB -
      2005-HE4  M-7                                  BB+
      2005-HE4  M-8                                  BB
      2005-HE5  I-A-1, I-A-2, I-A-3, II-A-1, II-A-2  AAA
      2005-HE5  M-1                                  AA
      2005-HE5  M-2                                  A+
      2005-HE5  M-3                                  A
      2005-HE5  M-4                                  A-
      2005-HE5  M-5                                  BBB+
      2005-HE5  M-6                                  BBB
      2005-HE5  M-7                                  BBB-
      2005-HE5  M-8                                  BB+
      2005-HE6  A-1, A-2, A-3                        AAA
      2005-HE6  M-1                                  AA
      2005-HE6  M-2                                  A+
      2005-HE6  M-3                                  A
      2005-HE6  M-4                                  A-
      2005-HE6  M-5                                  BBB+
      2005-HE6  M-6, M-7                             BBB -
      2005-HE6  M-8A, M-8B                           BB+
      2005-HE7  I-A-1, I-A-2, I-A-3, II-A-1, II-A-2  AAA
      2005-HE7  M-1                                  AAA
      2005-HE7  M-2                                  AA
      2005-HE7  M-3                                  A
      2005-HE7  M-4                                  A-
      2005-HE7  M-5                                  BBB+
      2005-HE7  M-6                                  BBB
      2005-HE7  M-7                                  BBB-
      2005-HE8  A-1, A-2, A-3                        AAA
      2005-HE8  M-1                                  AAA
      2005-HE8  M-2                                  AA
      2005-HE8  M-3                                  A
      2005-HE8  M-4                                  A-
      2005-HE8  M-5                                  BBB+
      2005-HE8  M-6                                  BBB
      2005-HE8  M-7                                  BBB-
      2005-HE9  I-A-1, I-A-2, I-A-3, II-A-1, II-A-2  AAA
      2005-HE9  M-1                                  AAA
      2005-HE9  M-2                                  AA
      2005-HE9  M-3                                  AA-
      2005-HE9  M-4                                  A
      2005-HE9  M-5                                  A-
      2005-HE9  M-6                                  BBB +
      2005-HE9  M-7                                  BBB
      2005-HE9  M-8                                  BBB-
      2005-HE10 A-1, A-2, A-3                        AAA
      2005-HE10 M-1                                  AAA
      2005-HE10 M-2                                  AA
      2005-HE10 M-3                                  A
      2005-HE10 M-4                                  A-
      2005-HE10 M-5                                  BBB+
      2005-HE10 M-6                                  BBB
      2005-HE10 M-7                                  BBB-
      2005-HE11 A-2, A-3                             AAA
      2005-HE11 M-1                                  AA+
      2005-HE11 M-2                                  AA
      2005-HE11 M-3                                  AA-
      2005-HE11 M-4                                  A
      2005-HE11 M-5                                  A-
      2005-HE11 M-6                                  BBB +
      2005-HE11 M-7                                  BBB
      2005-HE11 M-8                                  BBB-
      2005-HE11 M-9                                  BB+
      2005-HE11 M-10                                 BB
      2005-HE12 I-A-2, I-A-3, II-A                   AAA
      2005-HE12 M-1                                  AA+
      2005-HE12 M-2                                  AA
      2005-HE12 M-3                                  AA-
      2005-HE12 M-4                                  A
      2005-HE12 M-5                                  A-
      2005-HE12 M-6                                  BBB +
      2005-HE12 M-7                                  BBB
      2005-HE12 M-8                                  BBB-
      2005-TC1  A-1, A-2, A-3                        AAA
      2005-TC1  M-1                                  AA
      2005-TC1  M-2                                  A+
      2005-TC1  M-3                                  A
      2005-TC1  M-4                                  A-
      2005-TC1  M-5                                  BBB+
      2005-TC1  M-6                                  BBB
      2005-TC1  M-7                                  BBB-
      2005-TC1  M-8                                  BB+
      2005-TC2  A-1, A-2, A-3                        AAA
      2005-TC2  M-1                                  AA
      2005-TC2  M-2                                  A
      2005-TC2  M-3                                  A-
      2005-TC2  M-4                                  BBB+
      2005-TC2  M-5                                  BBB
      2005-TC2  M-6                                  BBB -
      2005-TC2  M-7                                  BB+
      2005-TC2  M-8                                  BB
      2005-CL1  A-1, A-2, A-3                        AAA
      2005-CL1  M-1                                  AA+
      2005-CL1  M-2                                  AA
      2005-CL1  M-3                                  AA-
      2005-CL1  M-4                                  A+
      2005-CL1  M-5                                  A
      2005-CL1  M-6                                  A -
      2005-CL1  M-7                                  BBB+
      2005-CL1  M-8                                  BBB
      2005-CL1  M-9                                  BBB-
      2005-CL1  M-10                                 BB
      2006-AC1  I-A-1, I-A-2                         AAA
      2006-AC1  I-M-1                                AA
      2006-AC1  I-M-2                                A
      2006-AC1  I-M-3                                A-
      2006-AC1  I-B-1                                BBB+
      2006-AC1  I-B-2                                BBB
      2006-AC1  I-B-3                                BBB-
      2006-AC1  I-B-4                                BB
      2006-AC1  II-1A-1, II-1A-2, II-1PO, II-2A-2    AAA
      2006-AC1  II-1X, II-2X, II-2A-1, II-2PO        AAA
      2006-AC1  II-B-3                               BBB
      2006-AC1  II-B-4                               BB
      2006-AC1  II-B-5                               B
      2006-AC2  I-A-1, I-A-2                         AAA
      2006-AC2  I-M-1                                AA
      2006-AC2  I-M-2                                A
      2006-AC2  I-M-3                                A-
      2006-AC2  I-B-1                                BBB+
      2006-AC2  I-B-2                                BBB
      2006-AC2  I-B-3                                BBB-
      2006-AC2  I-B-4                                BB
      2006-AC3  I-A-1,I-A-2, II-A-1, II-A-2          AAA
      2006-AC3  M-1                                  AA
      2006-AC3  M-2                                  A
      2006-AC3  M-3                                  A-
      2006-AC3  B-1                                  BBB+
      2006-AC3  B-2                                  BBB
      2006-AC3  B-3                                  BBB-
      2006-AC3  B-4                                  BB
      2006-AC4  A-1, A-2, A-3                        AAA
      2006-AC4  M-1                                  AA
      2006-AC4  M-2                                  A+
      2006-AC4  M-3                                  A
      2006-AC4  B-1                                  A-
      2006-AC4  B-2                                  BBB+
      2006-AC4  B-3                                  BBB
      2006-AC4  B-4                                  BBB-
      2006-AC4  B-5                                  BB
      2006-EC1  A-1, A-2, A-3                        AAA
      2006-EC1  M-1                                  AA+
      2006-EC1  M-2                                  AA
      2006-EC1  M-3                                  AA-
      2006-EC1  M-4                                  A
      2006-EC1  M-5                                  A-
      2006-EC1  M-6                                  BBB+
      2006-EC1  M-7                                  BBB
      2006-EC1  M-8                                  BBB-
      2006-EC1  M-9                                  BB+
      2006-EC2  A-1, A-2, A-3, A-4                   AAA
      2006-EC2  M-1                                  AA+
      2006-EC2  M-2                                  AA
      2006-EC2  M-3                                  AA-
      2006-EC2  M-4                                  A+
      2006-EC2  M-5                                  A
      2006-EC2  M-6                                  A-
      2006-EC2  M-7                                  BBB+
      2006-EC2  M-8                                  BBB
      2006-EC2  M-9                                  BBB-
      2006-EC2  M-10                                 BB+
      2006-HE1  I-A-1, I-A-2, I-A-3                  AAA
      2006-HE1  I-M-1                                AA+
      2006-HE1  I-M-2                                AA+
      2006-HE1  I-M-3                                AA
      2006-HE1  I-M-4                                AA-
      2006-HE1  I-M-5                                A+
      2006-HE1  I-M-6                                A
      2006-HE1  I-M-7                                A-
      2006-HE1  I-M-8                                BBB+
      2006-HE1  II-A-1, II-A-2, II-A-3               AAA
      2006-HE1  II-M-1                               AA+
      2006-HE1  II-M-2                               AA+
      2006-HE1  II-M-3                               AA+
      2006-HE1  II-M-4                               AA-
      2006-HE1  II-M-5                               A+
      2006-HE1  II-M-6                               A
      2006-HE1  II-M-7                               A-
      2006-HE1  II-M-8                               BBB+
      2006-HE2  I-A-1, I-A-2, I-A-3, II-A            AAA
      2006-HE2  M-1                                  AA+
      2006-HE2  M-2                                  AA
      2006-HE2  M-3                                  AA-
      2006-HE2  M-4                                  A+
      2006-HE2  M-5                                  A
      2006-HE2  M-6                                  A -
      2006-HE2  M-7                                  BBB+
      2006-HE2  M-8                                  BBB
      2006-HE2  M-9                                  BBB-
      2006-HE2  M-10                                 BB+
      2006-HE3  A-1, A-2, A-3                        AAA
      2006-HE3  M-1                                  AA+
      2006-HE3  M-2                                  AA
      2006-HE3  M-3                                  AA-
      2006-HE3  M-4                                  A+
      2006-HE3  M-5                                  A
      2006-HE3  M-6                                  A -
      2006-HE3  M-7                                  BBB+
      2006-HE3  M-8                                  BBB
      2006-HE3  M-9                                  BBB-
      2006-HE3  M-10                                 BB+
      2006-HE4  I-A-1, I-A-2, I-A-3, II-A            AAA
      2006-HE4  M-1                                  AA+
      2006-HE4  M-2                                  AA
      2006-HE4  M-3                                  AA-
      2006-HE4  M-4                                  A+
      2006-HE4  M-5                                  A
      2006-HE4  M-6                                  A -
      2006-HE4  M-7                                  BBB+
      2006-HE4  M-8                                  BBB
      2006-HE4  M-9                                  BBB-
      2006-HE4  M-10                                 BB+
      2006-HE5  I-A-1, I-A-2, I-A-3, II-A            AAA
      2006-HE5  M-1                                  AA+
      2006-HE5  M-2                                  AA
      2006-HE5  M-3                                  AA-
      2006-HE5  M-4                                  A+
      2006-HE5  M-5                                  A
      2006-HE5  M-6                                  A -
      2006-HE5  M-7                                  BBB+
      2006-HE5  M-8                                  BBB
      2006-HE5  M-9                                  BBB-
      2006-HE5  M-10                                 BB+
      2006-HE5  M-11                                 BB
      2006-HE6  I-A-1, I-A-2, I-A-3                  AAA
      2006-HE6  I-M-1                                AA+
      2006-HE6  I-M-2                                AA
      2006-HE6  I-M-3                                AA-
      2006-HE6  I-M-4                                A+
      2006-HE6  I-M-5                                A
      2006-HE6  I-M-6                                A -
      2006-HE6  I-M-7                                BBB+
      2006-HE6  I-M-8                                BBB
      2006-HE6  I-M-9                                BBB-
      2006-HE6  I-M-10                               BB+
      2006-HE6  I-M-11                               BB
      2006-HE6  II-A-1, II-A-2, II-A-3               AAA
      2006-HE6  II-M-1                               AA+
      2006-HE6  II-M-2                               AA
      2006-HE6  II-M-3                               AA-
      2006-HE6  II-M-4                               A+
      2006-HE6  II-M-5                               A
      2006-HE6  II-M-6                               A -
      2006-HE6  II-M-7                               BBB+
      2006-HE6  II-M-8                               BBB
      2006-HE6  II-M-9                               BBB-
      2006-HE6  II-M-10                              BB+
      2006-HE6  II-M-11                              BB
      2006-HE7  II-1A-1, II-1A-2, II-1A-3, II-2A     AAA
      2006-HE7  II-M-1                               AA+
      2006-HE7  II-M-2                               AA
      2006-HE7  II-M-3                               AA-
      2006-HE7  II-M-4                               A+
      2006-HE7  II-M-5                               A
      2006-HE7  II-M-6                               A -
      2006-HE7  II-M-7                               BBB+
      2006-HE7  II-M-8                               BBB
      2006-HE7  II-M-9                               BBB-
      2006-HE7  II-M-10                              BB+
      2006-HE7  II-M-11                              BB
      2006-IM1  A-1, A-2, A-3, A-4, A-5, A-6, A-7    AAA
      2006-IM1  M-1                                  AA+
      2006-IM1  M-2                                  AA
      2006-IM1  M-3                                  AA-
      2006-IM1  M-4                                  A+
      2006-IM1  M-5                                  A
      2006-IM1  M-6                                  A -
      2006-IM1  M-7                                  BBB+
      2006-IM1  M-8                                  BBB
      2006-IM1  M-9                                  BBB-
      2006-PC1  A-1, A-2, A-3                        AAA
      2006-PC1  M-1                                  AA+
      2006-PC1  M-2, M-3                             AA
      2006-PC1  M-4                                  A+
      2006-PC1  M-5                                  A
      2006-PC1  M-6                                  A -
      2006-PC1  M-7, M-8                             BBB+
      2006-PC1  M-9                                  BBB-

             Bear Stearns Asset Backed Securities Trust

      Series    Class                                Rating
      ------    -----                                ------
      2006-SD1  A                                    AAA
      2006-SD1  M-1                                  AA
      2006-SD1  M-2                                  A
      2006-SD1  M-3                                  BBB
      2006-SD1  M-4                                  BBB-


BLOUNT INC: Weak Market Prompts S&P's Negative Outlook
------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Portland,
Oregon-based Blount Inc. to negative from stable.

At the same time, Standard & Poor's affirmed its ratings on the
company, including its 'BB-' corporate credit rating.  The company
had total balance sheet debt of over $377 million at Sept. 30,
2006.

"The outlook revision reflects the downturn in Blount's operating
results primarily due to weakness in the timber harvesting
equipment end-market," said Standard & Poor's credit analyst Dan
Picciotto.

However, the company has pursued some cost-savings initiatives and
has paid down debt somewhat offsetting the negative results.
Still, a prolonged cyclical decline could negatively impact credit
metrics.


BUILDING MATERIALS: ElkCorp Merger Cues S&P's Negative CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB-' corporate credit rating, on roofing manufacturer
Building Materials Corp. of America on CreditWatch with negative
implications.

The rating action followed the company's announcement of a
proposed merger with unrated ElkCorp, which manufactures roofing
and other building products, for a price of $35 per share, or
about $700 million.

"Although a combination with ElkCorp, which has annual revenue of
about $900 million, could bolster BMCA's business profile, an
aggressive financing structure could weaken BMCA's financial
metrics," said Standard & Poor's credit analyst John Kennedy.

At Sept. 30, 2006, BMCA had debt of $800 million and debt to
last-12--month EBITDA of 3.7x.

ElkCorp is currently engaged in a review of strategic alternatives
and in evaluating a number of proposals.

"We will monitor developments regarding the proposal and expect to
resolve the CreditWatch after more details are disclosed about the
certainty of execution, the transaction's financing structure, and
the combined company's business profile," Mr. Kennedy said.

The proposed transaction would be subject to some closing
conditions, including approval from shareholders and certain
regulators.


CATHOLIC CHURCH: Davenport Can Honor Employee Obligations
---------------------------------------------------------
The Catholic Diocese of Davenport obtained authority from the U.S.
Bankruptcy Court for the Southern District of Iowa to pay
prepetition employee wages and benefits, and continue to honor
certain employee benefit obligations.

As reported in the Troubled Company Reporter on Oct. 18, 2006,
Richard A. Davidson, Esq., at Lane & Waterman LLP, in Davenport,
Iowa, related that the Diocese has historically offered to its
employees reasonable vacation and sick time leaves.  The
Diocese's employees are also provided with other employee
benefits, which consist of health insurance, a 401(K) retirement
plan, group disability insurance and group life insurance, and
Federal Insurance Contributions Act and Medicare insurance.

The Benefits Package is critical to the Diocese's ability to
retain its current employees, Mr. Davidson explains.  The
inability to continue to honor the Benefits Package would likely
result in massive turnover and low employee morale.  The Benefits
Package imposes minimal incremental costs relative to the expected
impact," Mr. Davidson added.

Mr. Davidson asserted that it is imperative for the Diocese that
the checks be honored to preserve and maintain the services of its
employees.  The experience and knowledge of these employees is
critical to the Diocese's ongoing operations and ministries.  The
Diocese's employees will suffer significant financial hardship if
the Diocese fails to pay prepetition wages, he added.

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)


CHARMING CASTLE: Bankruptcy Administrator Picks 3-Member Committee
------------------------------------------------------------------
The U.S. Bankruptcy Administrator for the Northern District of
Alabama appointed three creditors to serve on an Official
Committee of Unsecured Creditors in Charming Castle LLC's chapter
11 case:

     1. Patrick Industries, Inc.
        Attention: Ms. Nancy Janasiak
        107 W. Franklin Street
        Elkhart, IN 46515

     2. Door Components, LLC
        Attention: Mr. Allen Knight
        P.O. Box 336
        Haleyville, AL 35565

     3. Consolidated Forest Products, LLC
        Attention: Mr. O'Neal Miller
        155 County Highway 62
        Bear Creek, AL 35543

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Hackleburg, Alabama, Charming Castle LLC, dba
Indies House -- http://www.indieshouse.net/-- manufactures mobile
homes.  The Company filed for chapter 11 protection on Oct. 5,
2006 (Bankr. N.D. Ala. Case No. 06-71420).  Robert L. Shields,
III, Esq., at the Shields Law Firm represents the Debtor in its
restructuring efforts.   When the Debtor filed for protection from
its creditors, it listed estimated assets of less than $50,000 but
estimated debts between $10 million and $50 million.  The Debtor's
exclusive period to file a chapter 11 expires on Feb. 2, 2007.


CHARMING CASTLE: Committee Taps Burr & Forman as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors in Charming Castle
LLC's chapter 11 case, asks the U.S. Bankruptcy Court for the
Northern District of Alabama for permission to retain Burr &
Forman LLP as its counsel, nunc pro tunc to Oct. 23, 2006.

Burr & Forman will:

   a) assist the Committee in analyzing the reorganization or
      liquidation efforts of the Debtor;

   b) give legal advice with respect to its duties and powers in
      the Debtor's chapter 11 case;

   c) assist in its investigation of the acts, conduct, assets,
      liabilities and continuance of the business, and any other
      matter relevant to the case or to the formulation of a plan
      of reorganization or liquidation;

   d) participate in the formulation of the plan;

   e) assist in requesting the appointment of a trustee or
      examiner, if necessary; and

   f) perform other legal services as required in the interest of
      the creditors.

The firm's professionals bill:

        Professional                Position           Hourly Rate
        ------------                --------           -----------
        Robert B. Rubin, Esq.       Partner               $400
        Derek F. Meek, Esq.         Partner               $285
        Jennifer B. Kimble, Esq.    Associate             $190
        Julie Crawford, Esq.        Paralegal             $150

To the best of the Committee's knowledge, Burr & Forman is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Hackleburg, Alabama, Charming Castle LLC, dba
Indies House -- http://www.indieshouse.net/-- manufactures mobile
homes.  The Company filed for chapter 11 protection on Oct. 5,
2006 (Bankr. N.D. Ala. Case No. 06-71420).  Robert L. Shields,
III, Esq., at the Shields Law Firm represents the Debtor in its
restructuring efforts.   When the Debtor filed for protection from
its creditors, it listed estimated assets of less than $50,000 but
estimated debts between $10 million and $50 million.  The Debtor's
exclusive period to file a chapter 11 expires on Feb. 2, 2007.


CHERRYDALE FARMS: NatCity Assists in Asset Sale to Rosen Capital
----------------------------------------------------------------
Cherrydale Farms, Inc., aka R & R Operating Partnership, LP, has
sold substantially all assets to Rosen Capital.  Items sold
included Cherrydale's brand of candies and chocolates, gift wrap,
and licensed items under the Company's commercial division.

The Special Situations Group of NatCity Investment Banking
facilitated the sale of Cherrydale's commercial division to Rosen
Capital, a New Jersey-based investment group.  As a result of the
sale, Cherrydale's shareholders were able to monetize investments
in the company and also retain a minority equity stake in the
business.

National City also secured a $15 million senior credit facility,
that closed concurrent with the sale, for the Company's
fundraising division.

Cherrydale was experiencing operating challenges in its commercial
division related to the rapid growth of its businesses, much of
which was driven by the expanding market for nutritional bars.
The Company retained the Special Situations Group to advise on
both sale alternatives as well as the placement of a senior debt
facility for the fundraising business to meet its imminent
seasonal working capital requirements.

The Special Situations Group team was composed of Scott Victor,
Robert Smith, Michael Goodman, Michael Gorman and Ryan Cole.  Also
advising on the deal were Mark G. Samson of Getzler Henrich as
management and financial consultant; and Daniel J. Barrison, Esq.,
of Sherman Silverstein Kohl Rose & Podolsky.

Based in Allentown, Pa., Cherrydale Farms, Inc., aka aka R & R
Operating Partnership, LP, -- http://www.cherrydale.com/--  
supplies product fundraising programs to schools and non-profit
organizations.  Cherrydale previously filed for Chapter 11
protection on March 15, 1999.


CLEAN HARBORS: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Clean Harbors Plaquemine, LLC, delivered its Schedules of Assets
and Liabilities to the U.S. Bankruptcy Court for the District of
Massachusetts disclosing:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                     $186,859
  B. Personal Property               $2,530,690
  C. Property Claimed
     as Exempt
  D. Creditors Holding                               $129,231,269
     Secured Claims
  E. Creditors Holding
     Unsecured Priority Claims                             $1,580
  F. Creditors Holding                                   $272,520
     Unsecured Nonpriority
     Claims
                                     ----------      ------------
     Total                           $2,717,549      $129,505,369

Headquartered in Norwell, Massachusetts, Clean Harbors Plaquemine,
LLC, operates a deep injection hazardous waste facility.  The
Company is a subsidiary of Clean Harbors, Inc.  The Company filed
for chapter 11 protection on Oct. 17, 2006 (Bankr. D. Mass. Case
No. 06 13728).  Whitton E. Norris, III, Esq., at David, Malm &
D'Agostine, P.C., represents the Debtor.


CLEAN HARBORS: List of 20 Largest Unsecured Creditors
-----------------------------------------------------
Clean Harbors Plaquemine, LLC, released a list of its 20 Largest
Unsecured Creditors with the U.S. Bankruptcy Court for the
District of Massachusetts, disclosing:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Louisiana DEQ                 Permit Fee                $234,943
P.O. Box 4311
Baton Rouge, LA 70821

Air Nu of Baton Rouge, LLC    Trade                      $11,649
11340 Industriplex Boulevard
Baton Rouge, LA 70809

Williams Scotsman Inc.        Trade                       $7,848
P.O. Box 91975
Chicago, IL 60693

Schwing Mgmt., LLC            Royalty                     $4,680

Subsurface Construction Corp. Trade                       $4,010

Williams Scotsman Inc.        Trade                       $2,606

Lowes                         Trade                       $2,178

Pitney Bowes Credit Corp. KY  Trade                       $1,069

Lubemaster Construction DIV   Trade                         $949

Best Impressions              Trade                         $453

SGS Petroleum Service Corp.   Trade                         $450

Fisher Scientific             Trade                         $352

Rental Service Corporation    Trade                         $260
National

Innovative Waste              Trade                         $260

McJunkin Corporation          Trade                         $221

Airgas Gulf States            Trade                         $191

Bayou Oil Field               Trade                         $180
Construction Co. Inc.

White Castle Fertilizer       Trade                         $179

Total Safety                  Trade                         $146

Bayou Road Lumber             Trade                          $90
Hardware LLC

Headquartered in Norwell, Massachusetts, Clean Harbors Plaquemine,
LLC, operates a deep injection hazardous waste facility.  The
Company is a subsidiary of Clean Harbors, Inc.  The Company filed
for chapter 11 protection on Oct. 17, 2006 (Bankr. D. Mass. Case
No. 06 13728).  Whitton E. Norris, III, Esq., at David, Malm &
D'Agostine, P.C., represents the Debtor.


COLLINS & AIKMAN: Wants Wachovia to Surrender Property
------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to
direct Wachovia Bank and Trust Company, N.A., to turnover property
that is currently being held in trust by the Bank.

In December 1986, the Debtors established a trust to pay
supplemental retirement benefits to Donald F. McCullough, the
former chief executive officer of Collins & Aikman Corp.
Wachovia serves as Trustee of the C&A Rabbi Trust.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
tells the Court that pursuant to a trust agreement, the Trust
Assets are the Debtors' property and should be available for
distribution to their creditors.

Wachovia has informed the Debtors that it will transfer the Trust
Assets to the Debtors pursuant only to a judgment by a "court of
competent jurisdiction."

Mr. Cieri also relates that Wachovia has breached the Trust
Agreement by failing to discontinue payments to the beneficiary
of the C&A Rabbi Trust after being informed of the Debtors'
insolvency.

Contrary to its obligations under the Trust Agreement, Wachovia
did not independently determine whether the Debtors were in fact
insolvent within 30 days of receiving notice of insolvency.
Wachovia also did not discontinue the payment of benefits under
the Trust.

Instead, between June 2005 and October 2005, Wachovia continued
to use or invade the Trust Assets to pay monthly benefits to
Louise V. McCullough, the surviving spouse of Mr. McCullough and
the sole remaining beneficiary of the Trust, aggregating $35,215.

The Debtors also seek to recover the monetary damages that they
have suffered as a result of Wachovia's breach of the Trust
Agreement.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


COMMUNICATIONS CORP: Panel Hires Taylor Porter as Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana in
Shreveport allows the Official Committee of Unsecured Creditors
appointed in Communications Corporation of America, White Knight
Holdings, Inc. and their debtor-affiliates' bankruptcy cases to
retain Taylor, Porter, Brooks & Phillips LLP as its counsel, nunc
pro tunc to Sept. 27, 2006.

Taylor Porter will:

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

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

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

     d) review and analyze all applications, orders and operating
        reports, schedules and statements of affairs filed in the
        Debtors' case and advise the Committee on the necessity
        and propriety of these filings and their impact on the
        rights of creditors;

     e) assist the Committee in preparing appropriate legal
        pleadings and proposed orders required in support of
        positions taken by the Committee, prepare witnesses and
        review relevant documents;

     f) coordinate the receipt and disseminations of information
        prepared by and received from other professionals retained
        by the Debtors, as well as other information received from
        independent professionals engaged by the other committees;

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

     h) assist the committee by providing other services as may be
        in the best interest of the parties represented by the
        Committee.

The hourly rates for Taylor Porter's professionals are:

  Professional                  Designation         Hourly Rate
  ------------                  -----------         -----------
  Brett P. Furr, Esq.            Partner              $300
  Andree Matherne Cullens, Esq.  Partner              $250
  Michael A. Crawford, Esq.      Partner              $250
  Tom Easterly, Esq.             Associate            $185
  Matthew L. Mullins, Esq.       Associate            $215
                                 Paralegals            $90

Taylor Porter assures the Court that it does not hold or represent
any interest adverse to the Debtors' estates.

Taylor Porter can be reached at:

        Taylor, Porter, Brooks & Phillips LLP
        8th Floor - Chase Tower South
        451 Florida Street
        Baton Rouge, LA 70801
        P.O. Box 2471
        Phone: 225-387-3221
        Fax: 225-346-8049

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.


COTT CORPORATION: Earns $6.6 Million in 2006 Third Quarter
----------------------------------------------------------
Cott Corporation reported a $6.6 million net income on
$475.5 million of revenues for the third quarter ended Sept. 30,
2006, compared with a $1.8 million net loss on $469.9 million of
revenues for the same period in 2005.

Despite registering a lower gross profit of $62.0 million in the
third quarter of 2006, compared to a gross profit of $65.4 million
for the same period of 2005, the company managed to show a profit
of $6.6 million largely due to lower recorded charges for unusual
items of $9.3 million on a pre-tax basis in the current quarter
compared with a charge for unusual items of $25.7 million on a
pre-tax basis in the same quarter in 2005.  This would account for
the reported net income of $6.6 million in the third quarter of
2006 compared to the $1.8 million net loss for the same period in
2005.

The $9.3 million of unusual items recorded in the third quarter of
2006 consists of $9.4 million of restructuring charges, partially
offset by a $0.1 million gain related to a recovery from a note
receivable.

At Sept. 30, 2006, the company's consolidated balance sheet showed
$1.2 billion in total assets, $653.5 million in total liabilities,
$21.9 million in minority interest, and $513 million in
stockholders' equity,

The company also disclosed that to assure long-term success and
profitability, it is focusing on reducing costs, becoming the best
partner to their retailer customers, and building and sustaining a
pipeline of innovation and new product development.

The company also reported that it will cease production at their
manufacturing plants in Elizabethtown, Kentucky and Wyomissing,
Pennsylvania by Dec. 31, 2006; and will reallocate production
volume to other manufacturing sites in North America.

Full-text copies of the company's consolidated financial
statements for the third quarter ended Sept. 30, 2006, are
available for free at:

                http://researcharchives.com/t/s?1538

Headquartered in Toronto, Ontario, Canada, Cott Corporation
(NYSE:COT; TSX:BCB) -- http://www.cott.com/-- is a non-alcoholic
beverage company and a retailer brand beverage supplier.  The
Company commercializes its business in over 60 countries
worldwide, with its principal markets being the United States,
Canada, the United Kingdom and Mexico.  Cott markets or supplies
over 200 retailer and licensed brands, and Company-owned brands
including Cott, Royal Crown, Vintage, Vess and So Clear.  Its
products include carbonated soft drinks, sparkling and flavoured
mineral waters, energy drinks, juices, juice drinks and smoothies,
ready-to-drink teas, and other non-carbonated beverages.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2006,
Moody's Investors Service's affirmed its Ba3 Corporate Family
Rating for Cott Corporation and its B1 Rating on Cott Beverages
Inc.'s 8% Subordinate Notes Due 2011, in connection with Moody's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the U.S. beverage company sector.
Moody's assigned an LGD5 rating to those bonds, suggesting
noteholders will experience a 74% loss in the event of a default.


CROWN CASTLE: Unit Plans $1.55-Bil. Sr. Revenue Notes Offering
--------------------------------------------------------------
Crown Castle International Corp. has disclosed that certain of its
indirect subsidiaries intend to offer, in a private transaction,
up to $1.55 billion of Senior Secured Tower Revenue Notes, Series
2006-1, as additional debt securities under the existing Indenture
dated as of June 1, 2005, pursuant to which the Senior Secured
Tower Revenue Notes, Series 2005-1 were issued.

The subsidiaries expected to issue the Offered Notes will be
special purpose entities that hold substantially all of the U.S.
towers of Crown Castle.  Crown Castle expects that the majority of
the Offered Notes will be rated investment grade.  The servicing
and repayment of the Offered Notes is expected to be made solely
from the cash flow from the operation of the U.S. towers that are
part of the transaction.  The terms of the Offered Notes are
expected to be substantially similar to the provisions applicable
to the Initial Notes.

Crown Castle expects to use the net proceeds received from this
offering to:

    a) repay the outstanding term loan under the Crown Castle
       Operating Company credit facility; and

    b) pay the expected cash portion of the consideration of the
       planned acquisition of Global Signal Inc. or, in the event
       the acquisition of Global Signal Inc. is not consummated,
       for general corporate purposes.

                       About Crown Castle

Crown Castle International Corp. -- http://www.crowncastle.com/
-- engineers, deploys, owns and operates shared wireless
infrastructure, including extensive networks of towers.  Crown
Castle offers wireless communications coverage to 68 of the top
100 United States markets and to substantially all of the
Australian population.  Crown Castle owns, operates and manages
over 10,600 and over 1,300 wireless communication sites in the
U.S. and Australia, respectively.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Standard & Poor's Ratings Services placed the ratings of Houston,
Texas-based wireless tower operator Crown Castle International
Corp. and its related entities on CreditWatch with negative
implications, including its 'BB' corporate credit rating and the
'BBB-' secured bank loan rating of intermediate holding company
Crown Castle Operating Co.

As reported in the Troubled Company Reporter on Oct. 10, 2006,
Moody's Investors Service affirmed all ratings of Crown Castle
Operating Company, including its B1 Corporate Family Rating, B1
Senior Secured Rating and SGL-2 Liquidity Rating.  The ratings
reflect a B1 probability of default and loss given default
assessment of LGD3 (43%) on the senior secured facility. The
outlook remains stable.


CUMULUS MEDIA: Earns $1.3 Million in 2006 Third Quarter
-------------------------------------------------------
Cumulus Media Inc. reported a $1.3 million net income on
$82.9 million of revenues for the third quarter ended
Sept. 30, 2006, compared with a $9.1 million net income on
$85.3 million of revenues for the same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $1.4 billion
in total assets, $1 billion in total liabilities, and $381 million
in total stockholders' equity.

Net revenues decreased $1.3 million primarily because of the
contribution of the company's Houston and Kansas City stations to
its affiliate Cumulus Media Partners, LLC and the resulting loss
of the revenue from those stations, offset by $1 million in
management fees from Cumulus Media and organic growth over the
company's existing platform.

This revenue decrease and the increase in interest charges by
$8.7 million, or 158.2%, to $14.2 million for the third quarter of
2006, compared to $5.5 million for same period in 2005, accounted
for the decrease in net income to $1.3 million for the current
quarter.  The increase in interest expense was primarily due to
higher interest rates on the portion of debt subject to variable
rates and the increase in the average borrowing level.

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

                http://researcharchives.com/t/s?153b

Headquartered in Atlanta, Georgia, Cumulus Media Inc. --
http://www.cumulus.com/-- is the second-largest radio company in
the United States based on station count.  Giving effect to the
completion of all pending acquisitions and divestitures, Cumulus
Media, directly and through its investment in Cumulus Media
Partners, will own or operate 345 radio stations in 67 U.S. media
markets.

                         *     *     *

As reported in the Troubled Company Reported on Sept. 28, 2006,
Moody's Investors Service affirmed its Ba3 rating on Cumulus
Media, Inc.'s secured revolver and secured term loans and assigned
an LGD3 rating to these debts, in connection with Moody's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the US advertising and broadcasting
sector.  Cumulus Media also carries Moody's B1 PDR rating.


DANA CORP: Posts $356 Million Net Loss in Third Quarter of 2006
---------------------------------------------------------------
Dana Corp. posted a $356 million net loss on $2 billion of net
sales for the quarter ended Sept. 30, 2006, compared with a
$1.3 billion net loss on $2.1 billion of net sales for the same
period in 2005.

At Sept. 30, 2006, the company's consolidated balance sheet showed
$7.4 billion in total assets, $7.2 billion in total liabilities,
$82 million in minority interest in consolidated subsidiaries, and
$123 million in stockholders equity.

The company's consolidated balance sheet at Sept. 30, 2006, also
showed $3.7 billion in current assets and $2.3 billion in current
liabilities.

Net sales dropped $97 million in the current quarter compared to
the same period in 2005 as a combined result of decreases in sales
in the North America, Asia Pacific and the South America regions
of $97 million, $62 million and $8 million, respectively, and the
increase in Europe net sales of $57 million.

Impairment charges of $165 million were also recorded in the third
quarter of 2006 to reduce lease and other assets in Dana Credit
Corp. to their fair value less cost to sell. A $46 million charge
was also taken to write-off goodwill in company's Traction
Products business after the company revised its earnings outlook
on that business segment.  In the third quarter in 2005 no
impairment of goodwill or other assets were recorded.

During the third quarter of 2005, the company also provided a
valuation allowance of $907 million against its net U.S. deferred
tax assets and provided additional allowances of $13 million
against similar net deferred tax assets in the U.K.  These
provisions were the principal reason for tax expense of $921
million recognized during the third quarter of 2005.  In the third
quarter of 2006 the tax expense was $20 million.

In the third quarter of 2006 the company also recorded losses of
$84 million from the discontinued operations of its hard parts,
fluid products and pump products businesses, as compared to
losses of $306 million from discontinued operations of these same
businesses in the third quarter of 2005.  These businesses will be
divested by the end of the first quarter of 2007.

The combined effects of the 2006 third quarter decrease in net
sales and the impairment charges for goodwill and other assets,
were offset by the lower charges for tax expense and losses from
discontinued operations, allowing the company to report a lower
net loss of $356 million in the current quarter compared to a net
loss of $1.3 billion in the same period in 2005.

                           Company Plans

Subject to the supervision of the U.S. Bankruptcy Court for the
Southern District of New York, the company is proceeding with
previously announced divestiture and restructuring plans, which
include the sale of non-core businesses and the closure of certain
facilities. As disclosed, the company is taking steps to reduce
costs, increase efficiency and enhance productivity.  The Debtors
have until Jan. 3, 2007 to file a plan of reorganization, unless
otherwise extended by the Court upon request of the Debtors.

                     Dissolution of Spicer S.A.

In July 2006, Dana and Desc Automotriz, S.A. de C.V. completed the
dissolution of their Mexican joint venture, Spicer S.A. de C.V.
The transaction included the sale by Dana of their 49% interest in
Spicer S.A. to Desc and the purchase by Dana of the Spicer S.A.
subsidiaries in Mexico that manufacture and assemble axles,
driveshafts, gears, forgings and castings. Desc, in turn, acquired
full ownership of the subsidiaries that hold the transmission and
aftermarket gasket operations in which it previously held a 51%
interest.

                            DIP Facility

The company has a $1.45 billion DIP Credit Agreement which was
approved by the U.S. Bankruptcy Court for the Southern District of
New York in March 2006.  At Sept. 30, 2006 unused credit available
amounted to $334 million.

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

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

                       About Dana Corporation

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


DAVITA INC: Moody's Holds Corporate Family Rating at B1
-------------------------------------------------------
Moody's Investors Service changed DaVita, Inc.'s ratings outlook
to positive from stable and affirmed DaVita's existing ratings.

The positive outlook reflects DaVita's outpacing expectations,
with respect to cash flow, EBITDA and debt reduction, after the
acquisition of Gambro Healthcare, the US dialysis clinics of
Sweden's Gambro AB.

That transaction roughly doubled the revenue base and number of
clinics of DaVita.  Though Moody's believes that much of the risk
associated with the integration of Gambro has passed, it may take
DaVita several more years to fully integrate the two companies.

While inefficiencies and incremental integration costs will likely
exist, it is our view that they will be offset by the increased
scale and purchasing power from the combined entity and other
synergies.

The outlook therefore reflects Moody's expectation of continued
positive operating results, further improvement in metrics and
additional debt reduction.  Absent any deviation from these
expectations, the ratings could be upgraded in the near term.

The B1 Corporate Family Rating is supported by DaVita's large
scale and competitive position as the second largest provider of
dialysis services in the US.

Moody's also believes that DaVita's revenue and cash flow will
continue to grow at a steady pace driven by positive trends in
demographics including the aging population, increasing incidences
of end-stage renal disease caused by conditions such as diabetes,
and annual increases to reimbursement rates.

In addition, Moody's notes DaVita's steady cash flow is supported
by the recurring nature of revenues, minimal exposure to bad debt
and geographic diversification, which has been enhanced by the
acquisition of the Gambro business.

The rating continues to be constrained by the significant amount
of leverage the company assumed in connection with the Gambro
acquisition.  This debt load limits the debt coverage metrics
despite the strong, steady nature of the cash flows.  Cash flow
coverage metrics are expected to improve over the next 12-18
months as Moody's anticipates that the company will continue to
prepay debt with internally generated cash flow.

The rating is also constrained by the high concentration of
revenues generated from the administration of Epogen, manufactured
solely by Amgen, Inc.  EPO, being one of the most costly
pharmaceuticals to the US healthcare system, has been and will
likely continue to be the subject of government scrutiny.

In addition, there is the potential that new competitors to the
market could change the dynamics of the kidney care pharmaceutical
market.  Further, the ratings capture the continued risk of
ongoing investigations by US Attorney's Offices.

The affirmation of the Speculative Grade Liquidity Rating of SGL-1
reflects our belief that the company will maintain excellent
liquidity over the next four quarters.

If DaVita continues to delever through the prepayment of debt or
operating cash flow coverage of debt continues to improve Moody's
could upgrade the ratings.  A significant debt financed
acquisition or establishment of significant shareholder
initiatives could result in downward pressure on the ratings.

These ratings are affirmed:

   -- Senior Secured Revolving Credit Facility due 2011, Ba2,
      LGD2, 29%

   -- Senior Secured Term Loan A, Ba2, LGD2, 29%

   -- Senior Secured Term Loan B, Ba2, LGD2, 29%

   -- Senior Unsecured notes due 2013, B2, LGD5, 73%

   -- Senior Subordinated notes due 2015, B3, LGD6, 90%

   -- Corporate Family Rating, B1

   -- Probability of Default Rating, B1

   -- Speculative Grade Liquidity Rating, SGL-1

The ratings outlook changed to positive from stable.

DaVita, Inc., headquartered in El Segundo, California, is an
independent provider of dialysis services in the U.S. for patients
suffering from end-stage renal disease.  As of Sept. 30, 2006,
DaVita operated or provided administrative services to 1,269
outpatient dialysis centers located in 43 states serving
approximately 101,000 patients.  For the twelve months ended Sept.
30, 2006, DaVita recognized revenues of approximately
$4.7 billion.


DEAN FOODS: Earns $70.8 Million in Quarter Ended September 30
-------------------------------------------------------------
Dean Foods Company reported a $70.8 million consolidated net
income on $2.5 billion of net sales for the quarter ended
Sept. 30, 2006, compared with a $99.4 million consolidated net
income on $2.6 billion of net sales for the same period in 2005.

At Sept. 30, 2006, the company's consolidated balance sheet showed
$6.8 billion in total assets, $4.8 billion in total liabilities,
and $2 billion in total stockholders' equity.

As disclosed by the company, net sales decreased primarily due to
lower selling prices in the Dairy Group business segment resulting
from the pass-through of lower class I raw skim milk and butterfat
costs.  This decrease was partly offset by fluid dairy volume
growth in the Dairy Group and higher selling prices and overall
volume increases at White Wave Foods Company.

Cost of sales as a percentage of net sales decreased to 72.4% in
the third quarter of 2006 compared with 72.4% in the same period
in 2005 primarily due to lower raw milk costs in the Dairy Group
segment.

Operating expenses increased approximately $12.2 million in the
current quarter compared to the same period in 2005, primarily due
to increase in distribution costs of $14.4 million resulting from
higher fuel prices and increased volumes.

Operating income during the current quarter was $168.7 million, an
increase of $30.7 million from the third quarter of 2005 operating
income of $138 million, primarily due to lower raw milk costs.

Total other expense increased to $48 million in the current
quarter compared to $37.7 million in the third quarter of 2005
because of increases in interest expense due to higher average
debit balances and higher interest rates.

Income from continuing operations increased to $120.8 million in
the current quarter, compared to $100.3 million for the same
period in 2005, as a result of the combined effects of the above.

The decreased net income recorded for the third quarter of 2006
is due to the absence of a gain on sale of discontinued
operations, net of tax, of $37.8 million recognized in the third
quarter of 2005.  This came about because of the spin-off of
TreeHouse Foods, Inc. in June 27, 2005 and the completed sale of
Marie's(R) dips and dressings and Dean's(R) dips businesses to
Ventura Foods in August 2005.

Full-text copies of the company's consolidated financial
statements for the third quarter ended Sept. 30, 2006, are
available for free at:

                http://researcharchives.com/t/s?154c

                        Recent Developments

On Sept. 14, 2006, the company completed the sale of its Iberian
operations in Spain for approximately $96.3 million.  An
incremental loss on the sale of our operations in Spain of
$2.4 million (net of tax) was recognized during the quarter ended
Sept. 30, 2006.

The company also disclosed that it agreed to sell its Portuguese
operations for approximately $11.4 million.  No other details were
given.

                          About Dean Foods

Dean Foods Company is a food and beverage company in the U.S.  Its
Dairy Group division is the largest processor and distributor of
milk and other dairy products in the country, with products sold
under more than 50 familiar local and regional brands and a wide
array of private labels.  The Company's WhiteWave Foods subsidiary
markets and sells a variety of dairy and dairy-related products,
such as Silk soymilk, Horizon Organic milk and other dairy
products and International Delight coffee creamers.  WhiteWave
Foods' Rachel's Organic brand is the largest organic milk brand
and second largest organic yogurt brand in the United Kingdom.

                          *      *      *

As reported in the Troubled Company Reporter on Sept. 26, 2006,
Moody's Investors Service affirmed its Ba1 Corporate Family Rating
for Dean Foods Company and its subsidiary, Dean Holding Company,
in connection with the implementation of the new Probability-of-
Default and Loss-Given-Default rating methodology for the U.S.
food and beverage company sector.  Additionally, Moody's revised
or held its probability-of-default ratings and assigned loss-
given-default ratings on the Company's loans and bond debt
obligations.  Ratings revised include the Ba1 rating on the
Company's $1.5B Gtd. Sr. Sec. Revolving Credit Facility due 2009,
which was changed to Baa3.

As reported in the Troubled Company Reporter on May 15, 2006,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Dean Foods Inc.'s proposed issue of $300 million 10-year notes.
The notes are a drawdown from a Rule 415 shelf filing.  As senior
unsecured obligations, the rating is notched down twice from the
'BB+' corporate credit rating on the company because of the amount
of secured debt outstanding.


DELL INC: Announcing Prelim Third Quarter Results by Month's End
----------------------------------------------------------------
Dell Inc. intends to report its preliminary results for the fiscal
third quarter by the end of this month.  The move from the
originally scheduled date of November 16 reflects the level of
complexity the company is facing in the preparation of its
preliminary results.

The complexity arises out of the ongoing investigations by the
Securities and Exchange Commission and the company's Audit
Committee into certain accounting and financial reporting matters,
and the fact the company has not filed its Form 10-Q for the
second fiscal quarter.  When the company does announce earnings it
will be in the form of a press release only.

In addition, the company said that future earnings announcements
will be moved back by approximately one week versus Dell's prior
schedule.

The company also announced it has been informed that the SEC has
entered a formal order of investigation.  The delay in announcing
earnings is not related to that development.  Dell continues to
cooperate with the SEC, and is committed to resolving all issues
in connection with the investigation and regaining compliance with
all SEC filing requirements as soon as possible.

Headquartered in Round Rock, Texas, Dell Inc. (NASDAQ: DELL) --
http://www.dell.com/-- designs, develops, manufactures, markets,
sells, and provides support for various computer systems and
services to customers worldwide.


DELPHI CORP: Asks Court to Further Expand KPMG's Scope of Work
--------------------------------------------------------------
Delphi Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to further
expand the scope of KPMG LLP's services.

As the Debtors' tax advisor, KPMG will also:

   -- provide international tax package improvement project
      services to the Debtors;

   -- assist the Debtors in internal reporting initiatives;

   -- provide staff assistance in connection with a special
      investigation at the Debtors' HD Flint Facility;

   -- assist the Debtors in developing transfer prices on certain
      transactions between the Debtors' related party affiliates
      in the U.S. and Canada; and

   -- assist the Debtors with improving the financial close,
      consolidation and management reporting processes, including
      but not limited to finance restructuring, corporate
      accounting follow-up review, division reviews, corporate
      accounting re-visit and validation, report preparation and
      project stakeholders reviews, and deliverables.

Delphi Corporation Vice President and Chief Restructuring Officer
John D. Sheehan assures the Court that the proposed services of
KPMG will not be unnecessarily duplicative of those provided by
the Debtors' other professionals.

KPMG has agreed to apply a voluntary 25% discount for its fees
for international tax package improvement project services.
Consequently, the Debtors will pay KPMG these hourly rates
international tax improvement project services:

        Professional         Hourly Rate
        ------------         -----------
        Partner                 $470
        Senior Manager           375
        Manager                  265
        Senior Associate         210
        Associate                170

KPMG has agreed to apply a voluntary 40% discount to its internal
reporting fees.  The Debtors will pay KPMG these hourly rates for
internal fee reporting services:

        Professional         Hourly Rate
        ------------         -----------
        Partner                 $465
        Director                 450
        Manager                  432
        Senior                   315
        Staff                    231

KPMG has agreed to apply a voluntary 62.6% discount for its
special investigation fees.  The Debtors will pay KPMG's Senior
Associates an hourly rate of $140.

The Debtors will pay KPMG a Transfer Services Fee equal to the
lesser of (i) the fees represented by the actual time incurred to
complete the project at KPMG's standard hourly rates, or (ii)
$45,000.

KPMG has agreed to apply a voluntary 40% discount to its fees for
financial close, consolidation and management reporting
processes.  The Debtors will pay KPMG these discounted hourly
rates for consolidation and management report processing
services:

        Professional         Hourly Rate
        ------------         -----------
        Partner                 $480
        Director                 465
        Managing Director        465
        Senior Manager           450
        Manager                  435
        Senior Associate         300
        Associate                195

The Debtors will reimburse KPMG for all incurred necessary
expenses, including travel, lodging, meals, telephone,
videoconferencing, word-processing, graphics, and administrative
support.

Mr. Sheehan informs the Court that without the Debtors' prior
written approval, KPMG may subcontract with certain other KPMG
Member Firms to provide services to the Debtors.  KPMG will,
however, remain fully and solely responsible for all of its
liabilities and obligations to the Debtors.

The expansion of KPMG's services is far more beneficial to and
conservative of Debtors' estate resources than would be the case
if each engagement between the Debtors and KPMG required a
lengthy and expensive retention application, Mr. Sheehan asserts.

Moreover, no bankruptcy policies will be offended by the proposed
engagement because it does nothing to effect the administration
of the Debtors' Chapter 11 cases, Mr. Sheehan adds.

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).


DIRECTV GROUP: Earns $370.2 Million in 2006 Third Quarter
---------------------------------------------------------
The DIRECTV Group Inc. reported $370.2 million of net income on
$3.7 billion of revenues for the third quarter ended
Sept. 30, 2006, compared with $94.6 million of net income on
$3.2 billion of revenues for the same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed
$14.2 billion in total assets, $7.6 billion in total liabilities,
$49.2 million in minority interests, and $7.9 billion in
stockholders' equity.

The company disclosed that the $433.6 million increase in total
revenues was primarily due to the $354.7 million increase in
revenues of the DIRECTV U.S. segment, which resulted mostly from
higher average monthly revenue per subscriber and an increase in
total subscribers, and an increase in revenues of $78.8 million at
the DIRECTV Latin America segment mostly resulting from the added
revenues from the acquisition of SkyBrazil in August 2006, and an
increase in the total number of subscribers.

                New Set-top Receiver Leased Program

On Mar. 1, 2006, DIRECTV U.S. introduced a new set-top receiver
leased program. Set-top receivers leased to new and existing
subscribers will now be capitalized and depreciated over their
estimated useful lives. Prior to Mar. 1, 2006, most set-top
receivers were immediately expensed upon activation as a
subscriber acquisition or upgrade and retention cost.

During the three months ended September 30, 2006, DIRECTV U.S.
capitalized $203.5 million for set-top receivers leased to new
subscribers and $121.1 million for set-top receivers leased to
existing subscribers.  Depreciation expense on these capitalized
receivers was $44.5 million for the three months ended Sept. 30,
2006.

                       Merger with Sky Brazil

On Aug. 23, 2006, the company completed the merger of its Brazil
business, Galaxy Brasil Ltda., with and into Sky Brazil, and
completed the purchase of News Corporation's and Liberty's
interests in Sky Brazil.  As a result, the company now holds a 74%
interest in the combined business.  The purchase consideration for
the transaction amounted to $670 million, represented by
$396.4 million in cash paid, of which we paid $362 million to News
Corporation and Liberty in 2004, the $63.6 million fair value of
the reduction of our interest in Galaxy Brasil Ltda., resulting
from the merger and the assumption of $210.0 million of Sky
Brazil's debt.

                  Patent Infringement Case Update

Concerning the April 4, 2005 patent infringement action filed by
Finisar Corp. against the company for infringing on its U.S.
Patent, the jury determined that the company willfully infringed
this patent and awarded approximately $78.9 million in damages.
On July 7, 2006, the U.S. District Court for the Eastern District
of Texas (Beaumontj) entered its final written judgment denying
Finisar's request for injunction and instead granted the company a
compulsory license.  Under the license the company is obligated to
pay Finisar $1.60 per new set-top box manufactured for use
beginning June 17, 2006 and continuing until the patent expires in
2012.  The Court also increased the damage award by $25 million
and awarded pre-judgment interest of $13.4 million to Finisar.

A notice of appeal to the Court of Appeals for the Federal Circuit
was filed on Oct. 5, 2006.  Management of the company, after
discussions with their counsels, believes that they have a number
of strong arguments available on appeal, and although the outcome
is not assured, the company is confident that the judgment will
ultimately be reversed, or remanded for a new trial wherein the
company will prevail.  The company therefore has not recorded any
liability for this judgment nor record any expense for the
compulsory license.

                     *      *      *

Headquartered in El Segundo, California, The DIRECTV Group, Inc.
(NYSE: DTV) -- http://www.directv.com/-- provides direct
broadcast satellite service to more than 15 million customers in
the US and more than 1.5 million customers through its DIRECTV
Latin America segment.

                          *     *    *

The DIRECTV Group Inc.'s long-term local and foreign issuer
credits carry Standard & Poor's BB ratings.  The ratings were
placed on Aug. 9, 2004 with a stable outlook.


DOBSON COMMUNICATIONS: Earns $28 Million in Third Quarter of 2006
-----------------------------------------------------------------
Dobson Communications Corp. reported a $28 million consolidated
net income on $336.4 million of revenues for the third quarter of
2006, compared with a $63.4 million consolidated net loss on
$315.8 million of revenues for the same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $3.4 billion
in total assets, $3.1 billion in total liabilities, $135.7 million
in Series F Convertible Preferred Stock, and $193 million in total
stockholders' equity.  Accumulated deficit at Sept. 30, 2006,
stood at $1.2 billion.

The company's operating revenue consists of service, roaming, and
equipment and other revenue.  For the three months ended Sept. 30,
2006, the company's service revenue increased due to an increase
in average monthly service revenue per subscriber and additional
Eligible Telecommunications Carrier revenue from qualifying high
cost areas.  For the three months ended Sept. 30, 2006, the
company's roaming revenue increased as a result of the 26.4%
increase in roaming minutes, which in turn was due to the expanded
coverage areas and increased usage, offset in part by a 14.1%
decline in roaming revenue per minute-of-use due to lower
contractual rates.

For the 3 months ended Sept. 30, 2006, the company's equipment
revenue increased due to the result of an increase in post-paid
and pre-paid gross subscriber additions and an increase in the
sales mix of higher priced, higher quality handsets.  Other
revenue increased for the three months ended Sept. 30, 2006, due
to the result of an increase of approximately $0.3 million related
to residual payments under various agreements between the company
and the former AT&T Wireless, offset by a decrease in rental
revenue due to tower sale and leaseback transactions during 2005.

In the third quarter of 2005, the company recorded a loss on
redemption and repurchases of mandatory redeemable preferred stock
of $66.4 million, and paid dividends on mandatory redeemable
preferred stock of $5.5 million.  The company did not report any
such loss and did not pay dividends on preferred stock in the
current quarter.  This would account for the $28 million
consolidated net income earned in the third quarter of 2006, as
against a $63.4 million consolidated net loss for the same period
in the prior year.

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

                http://researcharchives.com/t/s?154f

                        Recent Acquisitions

On Aug. 2, 2006, the company, through its 100% owed subsidiary,
Dobson Cellular Systems, Inc. completed the purchase of the
wireless assets of New Horizons Telecom, Inc. and Kodiak
Association, Inc. and the wireless assets of Sitnasuak Native
Corp. and SNC Telecommunications, Inc. for a total purchase price
of $2.1 million.

On October 5, 2006, the Company, through its wholly owned
subsidiary, American Cellular Corp., acquired Highland Cellular
LLC, which provides wireless service to West Virginia 7 RSA, and
four adjacent counties in West Virginia 6 RSA and Virginia 2 RSA.
In addition, Highland Cellular owns Personal Communication
Services, wireless spectrum in Virginia and West Virginia. The
currently served markets and additional spectrum are primarily
south of markets that the Company owns and operates in western
Maryland, southern Ohio, southern Pennsylvania and West Virginia.
Upon completion of the merger, Highland Cellular became a wholly
owned subsidiary of American Cellular Corp.  The total purchase
price for Highland Cellular was approximately $95 million.

                           About Dobson

Dobson Communications (Nasdaq: DCEL) -- http://www.bobson.net/--  
provides wireless phone services to rural and suburban markets in
the United States. Headquartered in Oklahoma City, the Company
owns wireless operations in 16 states.  The company has two wholly
owned subsidiaries, Dobson Cellular Systems, Inc. and American
Cellular Corp.

                          *     *     *

As reported in the Troubled Company Reporter on July 25, 2006,
Standard & Poor's Ratings Services revised its outlook for Dobson
Communications Corp. and its wholly owned operating subsidiary,
American Cellular Corp. to developing from negative and affirmed
the 'B-' corporate credit rating for both entities.


DORAL FINANCIAL: Hires Bear Stearns and JPMorgan as Advisors
------------------------------------------------------------
Doral Financial Corporation has selected Bear Stearns and JPMorgan
to assist the Company and its Board of Directors in evaluating
alternatives for refinancing Doral's $625 million floating rate
senior notes that mature in July 2007 and restructuring its
balance sheet to reduce interest rate risk exposure and improve
its future earnings profile.

"I am confident that these highly experienced firms will be able
to assist us in the development of the right solutions and the
right way to implement the strategies developed, in a manner that
serves the long-term interests of Doral and its stakeholders,"
said Glen Wakeman, Chief Executive Officer.

Doral Financial Corp. -- http://www.doralfinancial.com/-- a
financial holding company, is a residential mortgage lender in
Puerto Rico, and the parent company of Doral Bank, a Puerto Rico
based commercial bank, Doral Securities, a Puerto Rico based
investment banking and institutional brokerage firm, Doral
Insurance Agency, Inc. and Doral Bank FSB, a federal savings bank
based in New York City.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Standard & Poor's Ratings Services removed from CreditWatch and
affirmed its ratings on Doral Financial Corp., including its 'B+'
counterparty rating.  The ratings were placed on CreditWatch with
negative implications on April 19, 2005.  The outlook is negative.


DOV PHARMACEUTICAL: Sept. 30 Equity Deficit Widens to $50.9 Mil.
----------------------------------------------------------------
DOV Pharmaceutical Inc. filed its financial statements for the
third quarter ending Sept. 30, 2006, with the Securities and
Exchange Commission on Nov. 9, 2006.

At Sept. 30, 2006, the Company's balance sheet showed
$54.528 million in total assets and $105.504 million in total
liabilities, resulting in a $50.975 million stockholders' deficit.
The Company had a $19.301 million deficit at Dec. 31, 2005.

The Company's September 30 balance sheet also showed strained
liquidity with $48.794 million in total current assets available
to pay $86.580 million in total current liabilities.

                  Third Quarter 2006 Performance

For the third quarter of 2006, the Company reported a net loss
attributable to common stockholders of $17.5 million as compared
with $15.7 million for the comparable period in 2005.

For the nine months ended Sept. 30, 2006, the Company reported a
net loss attributable to common stockholders of $58.4 million
compared with $36.0 million for the comparable period in 2005.

At Sept. 30, 2006, cash and cash equivalents and marketable
securities totaled $47.3 million as compared with $97.6 million at
Dec. 31, 2005.

Revenue for the third quarter of 2006 was $1.1 million compared
with $1.4 million for the comparable period last year.  Revenue
for the nine months ended Sept. 30, 2006, was $3.7 million
compared with $7.3 million for the comparable period in 2005.

Revenue for the three and nine months ended Sept. 30, 2006,
consisted of $1.1 million and $3.7 million, respectively, of
amortization of the $35.0 million fee the Company received on the
signing of the license, research and development agreement for its
collaboration with Merck over the estimated research and
development period, compared with $1.4 million and $5.3 million,
respectively, in the comparable period in 2005.

In the nine months ended Sept. 30, 2005, the Company also realized
a $2.0 million milestone payment under DOV's partnership agreement
with Neurocrine Biosciences Inc. upon the acceptance of the New
Drug Application by the U.S. Food and Drug Administration for
indiplon tablets for the treatment of insomnia.

The increase in payroll and payroll-related expenses is primarily
the result of an increase in non-cash stock compensation of
$801,000 related to the adoption of SFAS 123(R) offset by an
overall decrease in headcount.

Interest expense for the three and nine months ended Sept. 30,
2006, includes non-cash amortization of $2.1 million of deferred
issuance costs on the Company's convertible subordinated debt as
well as contractual interest expense of 2.5% on the outstanding
balance.

Debt conversion and other expense for the three and nine months
ended Sept. 30, 2006, includes a $5.6 million non-cash charge
related to the additional shares issued to induce the exchange of
an aggregate of $10 million in original principal amount of the
Company's outstanding convertible debentures for 3,445,000 shares
of its common stock.

                         NASDAQ Delisting

DOV shares were no longer listed for trading on a national
securities exchange as of Oct. 27, 2006.  The delisting of the
Company's common stock represents a "fundamental change" under the
indenture governing its 2.50% Convertible Subordinated Debentures
due 2025.

As a result, DOV is obligated to offer to repurchase the
debentures.  The Company offered to repurchase the debentures on
Nov. 9, 2006.

There are currently $70 million in aggregate principal amount of
debentures outstanding.  Holders of the debentures will have the
option, but not the obligation, to require the Company to
repurchase their debentures at 100% of the principal amount of the
debentures, plus any accrued and unpaid interest.

The Company has retained Houlihan Lokey Howard & Zukin Capital,
Inc. to serve as its financial advisor to assist with its
evaluation of strategic alternatives and restructuring efforts
with respect to the debentures.

                      New Strategic Direction

DOV announced in October 2006 a new strategic direction in which
the Company will focus its internal efforts on its Phase I and II
clinical and pre-clinical research programs for the development
and discovery of drugs to treat neuropsychiatric disorders,
advance the Company's later-stage drug development programs
through external partnerships and collaborations, and optimize the
Company's financial position.

As a result of this new strategic direction, DOV announced that it
would further reduce its in-house late stage clinical development
expenditures such as those associated with bicifadine, its novel
analgesic in Phase III for pain.

Currently, DOV has drug development programs that are at the pre-
clinical, Phase I and Phase II clinical stages.  These include DOV
21,947 (entering Phase II for depression), DOV 102,677 (Phase I
for alcohol abuse) and an active preclinical discovery program in
reuptake inhibitors and GABA modulators.

The Company also has retained an investment-banking firm, HSBC
Securities (USA) Inc., to identify and evaluate its strategic
options.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?154d

             Going Concern Doubt & Bankruptcy Warning

Management raised substantial doubt about the Company's ability to
continue as a going concern.  If the Company is unable to raise
sufficient funds to repurchase the requisite amount of debentures
or restructure its obligations under its 2.50% Convertible
Subordinated Debentures due 2025, it may be forced to seek
protection under the United States bankruptcy laws.

                     About DOV Pharmaceutical

Somerset, New Jersey-based DOV Pharmaceutical Inc. (PS: DOVP.PK)
-- http://www.dovpharm.com/-- is a biopharmaceutical company
focused on the discovery, acquisition, and development of novel
drug candidates for central nervous system disorders.  The
Company's product candidates address some of the largest
pharmaceutical markets in the world including depression, pain and
insomnia.


DOV PHARMACEUTICAL: Offers to Repurchase all 2.5% Sub. Debentures
-----------------------------------------------------------------
DOV Pharmaceutical Inc. is offering to repurchase all of its 2.50%
Convertible Subordinated Debentures due Jan. 15, 2025, as required
by the Indenture dated Dec. 22, 2004, by and between DOV and Wells
Fargo Bank, National Association, as Trustee.

DOV said it is obligated to provide this notice as a result of the
delisting of its common stock from The NASDAQ Global Market on
Oct. 27, 2006.

The delisting of DOV's common stock from The NASDAQ Global Market
constituted a "fundamental change" under the Indenture governing
the Debentures.  As a result, DOV is obligated under the Indenture
to make an offer to repurchase to all holders of its Debentures.
There are currently $70 million in aggregate principal amount of
Debentures outstanding.

Holders of the Debentures have the right, beginning as of Nov. 10,
2006, to surrender their Debentures for cash as contemplated by
the Indenture.  The option will expire at 5:00 p.m. New York City
time on Jan. 2, 2007.

Each holder of Debentures has the right to require DOV to
repurchase on Jan. 2, 2007, all or any part of a holder's
Debentures at a price equal to $1,012.50 per $1,000 of principal
amount at maturity, which amount includes interest accrued but not
yet paid, calculated in accordance with the Indenture.  If all
outstanding Debentures are surrendered for repurchase, the
aggregate cash purchase price will be approximately $70.9 million.

At Sept. 30, 2006, DOV has approximately $47.3 million in cash,
cash equivalents and marketable securities that are not subject to
restrictions on use, accounts payable and accrued expenses of
approximately $12.1 million and $70 million in aggregate principal
amount of the Debentures.

DOV cannot predict the number of holders of Debentures that will
exercise their Option.

DOV does not presently have the capital necessary to repurchase
all or a significant portion of the Debentures if holders of all
or a significant portion of the Debentures exercise their Option.

If DOV fails to pay for all Debentures tendered to it for
repurchase, an event of default will occur under the Indenture.

DOV currently has no commitments or arrangements for any
financing.  It, however, continues to explore a variety of
initiatives to address its current capital structure issues and
improve its liquidity position.

The Company has retained Houlihan Lokey Howard & Zukin Capital
Inc. to serve as its financial advisor to assist with its
evaluation of strategic alternatives and restructuring efforts
with respect to the Debentures.

In order to surrender Debentures for repurchase, a holder of
Debentures must deliver a repurchase notice to Wells Fargo, as
Trustee under the Indenture and paying agent for the repurchase of
the Debentures, before the expiration of the Option.  Holders of
Debentures complying with the transmittal procedures of The
Depository Trust Company need not submit a physical repurchase
notice to Wells Fargo.  Holders may withdraw any Debentures
previously surrendered for repurchase at any time before the
expiration of the Option.

The Debentures are convertible (at any time prior to the close of
business on the business day immediately preceding the date of the
Debentures' stated maturity) into 43.9560 shares of DOV's common
stock, par value $0.0001 per share, per $1,000 principal amount at
maturity of Debentures, subject to adjustment under certain
circumstances.

Debentures as to which a repurchase notice has been given may be
converted into shares of DOV's common stock at any time before the
close of business on Jan. 2, 2007, only if the applicable
repurchase notice has been withdrawn in accordance with the terms
of the indenture.

In the event DOV is unable to repurchase all Debentures tendered
to it in response to the Option, such failure to repurchase will
constitute an event of default under the Indenture governing the
Debentures and all Debentures will remain outstanding.

                     About DOV Pharmaceutical

Somerset, New Jersey-based DOV Pharmaceutical Inc. (PS: DOVP.PK)
-- http://www.dovpharm.com/-- is a biopharmaceutical company
focused on the discovery, acquisition, and development of novel
drug candidates for central nervous system disorders.  The
Company's product candidates address some of the largest
pharmaceutical markets in the world including depression, pain and
insomnia.

                         Bankruptcy Warning

Management raised substantial doubt about the Company's ability to
continue as a going concern.  If the Company is unable to raise
sufficient funds to repurchase the requisite amount of debentures
or restructure its obligations under its 2.50% Convertible
Subordinated Debentures due 2025, it may be forced to seek
protection under the United States bankruptcy laws.

At Sept. 30, 2006, the Company's balance sheet showed
$54.528 million in total assets and $105.504 million in total
liabilities, resulting in a $50.975 million stockholders' deficit.
The Company had a $19.301 million deficit at Dec. 31, 2005.

The Company's September 30 balance sheet also showed strained
liquidity with $48.794 million in total current assets available
to pay $86.580 million in total current liabilities.


DURA AUTOMOTIVE: Gets Interim Nod to Pay Foreign Vendor Claims
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted, on
an interim basis, DURA Automotive Systems, Inc.'s request to pay
claims, prior to the filing for chapter 11 protection, owing to
vendors, service providers, regulatory agencies, and governments
located in foreign jurisdictions, including claims for payment for
direct and indirect materials and services provided to the
Debtors, as well as import or tax obligations.

The Debtors estimate they owe approximately $3,400,000 to Foreign
Vendors as of the Petition Date.  Of that amount, the Foreign
Claims of the foreign joint venture aggregate approximately
$100,000.

The Debtors also request that they be authorized to permit all
checks issued by them to the Foreign Vendors, prior to the filing
for chapter 11 protection, to clear the Debtors' bank accounts.
The Debtors further request that the banks honor, unless otherwise
directed, any and all checks drawn by the Debtors prior to the
Petition Date to pay any of the obligations, prior to the filing
for chapter 11 protection, owing to the Foreign Entities that have
not cleared the banking system prior to the Petition Date and any
and all checks drawn by the Debtors after the Petition Date to pay
any claims, prior to the filing for chapter 11 protection, of the
Foreign Vendors.

Keith R. Marchiando, chief financial officer and vice president,
emphasizes the satisfaction of the Foreign Claims will not be
deemed to be an assumption or adoption of any agreements that
relate to those operations.

Mr. Marchiando tells the Court that the Debtors are making every
effort to avoid interruptions in the supply chain and the adverse
effects that even a temporary break in the supply chain could have
on their businesses.  Many of the Foreign Vendors supply goods or
services to the Debtors that are crucial to the Debtors' ongoing
U.S. and Canadian operations.  Moreover, Mr. Marchiando says, some
of these Foreign Vendors supply goods or services to the Debtors
that cannot be obtained from other sources in sufficient quantity
or quality or without significant delays.  The Debtors regularly
transact business with Foreign Vendors of this type in Brazil,
China, Czech Republic, France, Germany, India, Japan, Korea,
Mexico, Romania, Slovakia, Spain, the United Kingdom, and
elsewhere in Europe and Asia.  "[I]f these goods are not obtained
from Foreign Vendors without interruption, the Debtors likely
would not be able to fulfill their obligations to their
customers."

Mr. Marchiando notes Foreign Vendors might be confused or have
guarded reactions to the U.S. bankruptcy process.  "[T]here is a
significant risk that the nonpayment of even a single invoice
could cause a foreign vendor to stop shipping goods to the Debtors
on a timely basis and completely sever its business relationship
with the Debtors.  But even short of that, nonpayment of
prepetition claims may cause Foreign Vendors to utilize extreme
caution and adopt a wait-and-see attitude in approaching the
unfamiliar territory of Chapter 11, resulting in costly delays in
the shipment of additional goods.  The Debtors can ill afford
delays of this nature."

"If the Foreign Claims are not paid, the Foreign Vendors may take
precipitous action against the Debtors based upon an erroneous
belief that they are not subject to the jurisdiction of the Court
and, thus, not subject to the automatic stay provisions of Section
362(a) of the Bankruptcy Code," Mr. Marchiando notes.

The Debtors have a number of non-debtor affiliates located in more
than 15 foreign countries, and thus, the Foreign Vendors may also
take action against those non-debtor affiliates, or against any
property owned by the Debtors themselves located in foreign
territory.

If Foreign Vendors fail to ship goods or refuse to do business
with the Debtors because of a failure to pay the Foreign Claims,
or if foreign governmental entities seize goods from sole-source
suppliers because of a failure to pay the Foreign Claims, the
Debtors' manufacturing facilities utilizing those parts would
likely be forced to shut down less than 24 hours after the missed
shipment, Mr. Marchiando says.  Shortly after a shutdown of one of
the Debtors' facilities, the Debtors' OEM Customers would likely
be forced to halt production of their products on one or more of
their assembly lines.  Shutting down one assembly line could cause
an affected OEM Customer to assert damages against the Debtors
exceeding $10,000,000 per day.

Thus, the Debtors to continue the payment of Foreign Claims on the
agreement of the individual foreign vendor to continue supplying
goods and services to the Debtors on terms that are consistent
with the historical trade terms between the parties.  The Debtors
propose that the Customary Trade Terms apply for the remaining
term of the Foreign Vendor's agreement with the Debtors, as long
as the Debtors agree to pay for those goods in accordance with
those terms.

The Debtors reserve the right to negotiate trade terms with any
vendor, as a condition to payment of any Foreign Claim, that vary
from the Customary Trade Terms to the extent the Debtors determine
that those terms are necessary to procure essential goods or
services or are otherwise in their best interests.

If a Foreign Vendor accepts a payment on account of an obligation
of the Debtors, prior to the filing for chapter 11 protection and
thereafter, fails to provide the Debtors with the requisite
Customary Trade Terms, then:

    (a) any Foreign Payment received by the Foreign Vendor will be
        deemed an unauthorized postpetition transfer under Section
        549 of the Bankruptcy Code that the Debtors may either:

           (i) recover from the Foreign Vendor in cash or goods,
               or

          (ii) at the Debtors' option, apply against any
               outstanding administrative claim held by that
               Foreign Vendor; and

    (b) upon recovery of any Foreign Payment, the corresponding
        prepetition claim of the Foreign Vendor will be reinstated
        in the amount recovered by the Debtors, less the Debtors'
        reasonable costs to recover those amounts.

The Debtors also seek authorization, but not direction, to obtain
written verification before issuing payment to a Foreign Vendor
that that Foreign Vendor will continue to provide goods and
services to the Debtors on Customary Trade Terms for the remaining
term of the Foreign Vendor's agreement with the Debtors; provided,
however, that the absence of such written verification will not
limit their rights.

Finally, to facilitate the payment of Foreign Vendors and, thus,
the avoidance of foreign actions against the Debtors and their
assets, the Debtors request that the banks be authorized and
required to (a) honor any checks drawn against their accounts, but
not cleared prior to the Petition Date, and (b) complete an fund
transfer requests made but not completed prior to the Petition
Date.

In addition, the Debtors seek the Court's permission to issue
postpetition checks and to make postpetition fund transfer
requests to replace any prepetition checks and transfers, prior to
the filing for chapter 11 protection, to Foreign Creditors that
may be dishonored by the banks.

The Court will convene a hearing on November 20, 2006, at 1:00
p.m. Eastern Time to consider final approval.

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 the Debtors.  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).


EASY GARDENER: Court Confirms Amended Joint Plan of Liquidation
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has confirmed the amended disclosure statement explaining Easy
Gardener Products Ltd. and its debtor-affiliates' amended joint
plan of liquidation.

The Court determined that the Plan satisfies the 16 standards for
confirmation under Section 1129(a) of the Bankruptcy Code.

                       Overview of the Plan

The Debtors' Plan, as published in the Troubled Company Reporter
on Sept. 27, 2006, is premised upon a limited substantive
consolidation of the Debtors' estates solely for purposes of
actions associated with the confirmation and consummation of the
Plan.  Under the Plan, the Debtors will be deemed substantively
consolidated for distribution purposes as of the Confirmation
Date, and all Intercompany Claims will be eliminated.

The Plan does not contemplate the merger or dissolution of any of
the Debtors or the transfer or commingling of assets of the
Debtors, except to accomplish the distributions to creditors
contemplated under the Plan.

                       Treatment of Claims

All Allowed Administrative Claims will be paid in full on the
later of the effective date, the date the claim becomes an allowed
administrative claim, or as soon as practical.

All Allowed Priority Tax Claims will be paid in full on the
effective date, except those claims that have been paid before the
effective date.

All Class 1 Allowed Other Priority Claims will be paid in full on
the later of the effective date, the date the claim becomes an
allowed other priority claim, or as soon as practical.

All Class 2 Allowed Lenders' Claims will be paid from the proceeds
of the asset sale, under the conditions stated in the Sale Order
and the Final DIP Financing Order.

Class 3 Allowed Other Secured Claims are impaired.  Except if a
creditor agrees to a different treatment, each holder of an
Allowed Other Secured Claim will receive the collateral securing
the claim, as is, where is.  All costs associated with obtaining
the collateral will be borne by the creditors.  Any portion not
satisfied by the return of the collateral will be treated as a
general unsecured claim.

Holders of Class 4 Allowed General Unsecured Claims will receive a
pro rata share of 90% of the Net Available Funds within 30 days
after the effective date.  The remaining 10% will be retained by
the Debtors until the Final Distribution.  The Debtors expect
general unsecured creditors to receive 20% to 25% of their claims.

Class 5 Equity Interests will not receive anything under the Plan.

A full-text, redlined, copy of the Debtors' First Amended
Disclosure Statement is available for a fee at:

http://www.researcharchives.com/bin/download?id=060926213653

                   About Easy Gardener Products

Headquartered in Waco, Texas, Easy Gardener Products, Ltd. --
http://www.easygardener.com/-- manufactured and sold a broad
range of consumer lawn and garden products, including weed
preventative landscape fabrics, fertilizer spikes, decorative
landscape edging, shade cloth and root feeders, which are sold
under various recognized brand names including Easy Gardener,
Weedblock, Jobe's, Emerald Edge, and Ross.

The Company and four of its affiliates filed for bankruptcy on
April 19, 2006 (Bankr. D. Del. Case Nos. 06-10393 to 06-10397).
James E. O'Neill, Esq., Laura Davis Jones, Esq., and Sandra G.M.
Selzer, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP
and John F. Higgins, Esq., James Matthew Vaughn, Esq., and Joshua
W. Wolfshohl, Esq., at Porter & Hedges LLP, represented the
Debtors.  Adam Dunayer, Brett Lowrey, Michael Boone, and Ben
Williams at Houlihan Lokey Howard & Zukin gave financial advice to
the Debtors.  Joel A. Waite, Esq., and M. Blake Cleary, Esq., at
Young Conaway Stargatt & Taylor LLP represented the Official
Committee of Unsecured Creditors.  Samuel Star at FTI Consulting
Inc. provided financial advice to the Committee.  When the Debtors
filed for bankruptcy, they reported assets amounting to
$103,454,000 and debts totaling $107,516,000.


ENRON CORP: Judge Lake Vacates Conviction Of Kenneth Lay
--------------------------------------------------------
As widely reported, the Honorable Sim Lake of the U.S. District
Court for the Southern District of Texas vacated the conviction
of former Enron Corp. CEO and founder Kenneth Lay, ruling that
Mr. Lay's death before he could file an appeal practically voided
his conviction.

Judge Lake ruled that under existing federal laws that were used
as precedent ruling by the Fifth Judicial District, a defendant's
conviction could be dismissed if the defendant dies before he or
she could appeal the conviction.

On May 25, 2006, the jury found Mr. Lay and his co-accused,
former Enron CEO Jeffrey Skilling guilty of conspiracy and
securities and wire fraud in the Enron fraud case.  Mr. Lay died
of a heart attack on July 5, 2006, while vacationing in Aspen,
Colorado.

                  Appeals Court Upholds Ruling

The 5th U.S. Circuit Court of Appeals affirmed the ruling of
Judge Lake who vacated the conviction of former Enron Corp.
CEO and founder Kenneth Lay.  Judge Lake had ruled that Mr. Lay's
death before he could file an appeal practically voided
his conviction.

Former Enron shareholder Russell Butler filed the appeal, seeking
an order of restitution based on Mr. Lay's conviction under the
Crime Victims' Rights Act of 2004, The Associated Press reported.

The three-judge panel in the Appellate Court, however, denied the
appeal, citing that, "Unless the law of this circuit ... is
changed retroactively by Congress, by the Supreme Court or by
this court revisiting our precedent ... we and the courts of this
circuit are bound to apply and enforce the doctrine of
abatement."

                       About Enron Corp.

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


ENRON CORP: Judge Werlein Sentences Two Former Officers to Prison
-----------------------------------------------------------------
The Honorable Ewing Werlein of the U.S. District Court for the
Southern District of Texas, Houston Division, imposed prison
sentences on former Enron Corp. executives Michael Kopper and Mark
Koenig for their part in the criminal activities at Enron that led
to its financial collapse and bankruptcy filing in 2001.

Judge Werlein sentenced Mr. Kopper to three years and one month in
prison and Mr. Koenig to 18 months in prison.  Judge Werlein also
ordered Messrs. Kopper and Koenig to pay $50,000 in fines.

Mr. Kopper was managing director of Enron's Global Equity Markets
Group, while Mr. Koenig was executive vice-president and director
of Investor Relations at Enron.

Judge Werlein's light sentence on the two defendants was in
consideration for their cooperation with the U.S. government's
criminal investigation in the collapse of Enron.

In August 2002, Mr. Kopper pleaded guilty to conspiracy and money
laundering in exchange for agreeing to accept a maximum 15-year
prison sentence for his criminal acts.  Mr. Kopper also agreed to
forfeit about $12,000,000 of his earnings from Enron.

Mr. Koenig pleaded guilty in August 2004 to securities fraud in
connection with his employment at Enron.  As part of his plea
agreement with the U.S. government, he agreed to a statutory
maximum sentence of 10 years in prison and pay disgorgement and a
civil penalty totaling $1,493,572 through forfeiture and
imposition of a fine.

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 CORP: Reaches $144,000,000 Settlement With Barclays PLC
-------------------------------------------------------------
Enron Corp. and its debtor-affiliates recently reached an
agreement with Barclays PLC to settle Barclays' portion in the
MegaClaim Litigation.

According to the terms of the agreement, Barclays will pay the
Debtors $144,000,000 in cash and the Debtors, in turn, will allow
Barclays claims filed in the bankruptcy case totaling
$310,000,000.

Barclays did not admit to any wrongdoing or liability in the
settlement.

John J. Ray III, Enron's Board Chairman, said, "The Barclays
agreement is the ninth settlement reached with the financial
institutions.  Today's announcement reflects our determination to
resolve the litigation and continue to deliver value to creditors
as quickly as possible, and reflects the lesser role played by
Barclays relative to others involved in the litigation."

The settlement remains subject to the execution of definitive
agreements and the approval of the United States Bankruptcy Court
for the Southern District of New York.  Financial institutions
yet to settle with the Debtors include Citigroup Inc. and Deutsche
Bank
AG.

According to Reuters, Barclays said that its 2006 earnings would
not be impacted by the $144,000,000 because an adequate provision
had already been made for the likely cost in prior periods.

The Debtors are represented in this matter by Susman Godfrey LLP,
Togut, Segal & Segal, and Venable LLP.

Barclays PLC is a global financial services provider engaged in
retail and commercial banking, credit cards, investment banking,
wealth management and investment management services.

                       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)


ENTERGY NEW: Says Amended Plan Resolves Panel and BNY's Concerns
----------------------------------------------------------------
Tara G. Richard, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., in New Orleans, Louisiana, notes that
ENOI has filed a First Amended Chapter 11 Plan of Reorganization
and an accompanying First Amended Disclosure Statement on
Nov. 14, 2006, to address the objections of FGIC and BNY.

According to Ms. Richard, ENOI has eliminated most of the
conditions to the Effective Date and added an outside Effective
Date of June 30, 2007.  Among other things, ENOI has removed the
provisions of the City Council's issuance of resolutions regarding
the 2006 Gas FRP Application, the 2006 Electric FRP Application,
the Storm Cost Recovery Riders, and the Storm Reserve Rider; and
ENOI's assurances of receiving the $250,000,000 Katrina Insurance
Proceeds and the $200,000,000 Community Development Block Grant
Funds.

FGIC wants to propose a plan because it is no longer satisfied
with the First Mortgage Bonds it originally insured, Ms. Richard
asserts.

In addition, Ms. Richard argues that, terminating ENOI's
Exclusivity Period to allow FGIC to file a competing plan of
reorganization will only create confusion among the parties-in-
interest, the CDBG releasing process, and ENOI's regulators.

Ms. Richard adds that a competing plan process will add to the
expense, delay and confusion of ENOI's bankruptcy proceeding
because the competing plan process is complicated.  Adding to the
delay and confusion is that the Court would first have to
determine whether both plans would be circulated together with a
shared disclosure statement or if each will go out separately, and
if so, whether they will go out at different times.

Additionally, a completing plan will also strain ENOI's management
resources to work on a disclosure statement for another plan, time
which could be more profitably spent preparing for emergence from
Chapter 11 under the full recovery plan proposed ENOI, Ms. Richard
says.  She adds, it is also possible that the competing plan
process will delay the Dec. 7, 2006 Disclosure Statement Hearing
past the point at which confirmation of ENOI's Plan could have
otherwise occurred.

Furthermore, according to Ms. Richard, two competing plans will
make the confirmation process more complex because each proponent
will oppose confirmation of each other's plan, objections to both
plans will be lodged, briefed and must be decided, and the Court
must additionally determine which of the two plans to confirm,
which will all contribute to the delay and confusion in the
confirmation process.

Prior to the Debtor's Amended Plan filing, FGIC asserts that its
request to terminate ENOI's Exclusive Periods should be approved
because ENOI's Plan:

   (1) inappropriately categorizes the holders of Bonds as
       unimpaired while unilaterally overriding the Court-
       approved December 7, 2005 settlement;

   (2) raises serious concerns about ENOI's future liquidity; and

   (3) substantially delays the Plan's Effective Date
       unnecessarily.

Rudy J. Cerone, Esq., at McGlinchey Stafford, PLLC, in New
Orleans, Louisiana, notes that because the Plan fails to provide
sufficient liquidity for ENOI to sustain its future operations,
ENOI's creditors, including the Bondholders and the holders of
Litigation Claims, will be harmed if ENOI is permitted to proceed
with its efforts to confirm its Plan on an exclusive basis.

Mr. Cerone explains that under the Plan, ENOI cannot satisfy
Section 1129(a)(11) because it will not retain sufficient
liquidity to satisfy its future capital requirements.  ENOI also
fails to satisfy Section 1123(a)(3), which requires a Plan to
"specify the treatment of any class of claims or interests that is
impaired under the plan."

Mr. Cerone asserts that if the Court grants FGIC's request, its
alternative plan will correct the deficiencies in ENOI's current
Plan, and facilitate a fair and efficient outcome of ENOI's
Chapter 11 case that would be beneficial to creditors and other
parties-in-interest.

                  Parties Support Termination

(1) Ad Hoc Bondholder Committee

An ad hoc committee of holders of the first priority mortgage
bonds issued by Entergy New Orleans, Inc., supports the Financial
Guaranty Insurance Company's request for:

   (i) the termination of the exclusive periods within which ENOI
       may file, and solicit acceptances of, a plan of
       reorganization, and

  (ii) authority to file a plan of reorganization.

According to David S. Rosner, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, the Bondholder Committee was organized
when it learned of the terms of ENOI's Chapter 11 Plan of
Reorganization dated October 23, 2006, which attempts "to
reinstate" the Bonds' below market interest rates while, through
the guise of "unimpairment," strips collateral and illegally
shifts over $12,500,000 from the Bondholders to ENOI's controlling
parent, Entergy Corporation.

ENOI's Plan discriminates against the Bonds and is neither fair
nor equitable because it strips from Bondholders their legal
entitlement to full interest payment and collateral protection,
Mr. Rosner asserts.

The Bondholder Committee believes that ENOI's Plan is neither
confirmable nor susceptible to nonconsensual confirmation, and if
pursued in exclusivity, will lead to unnecessary and wasteful
litigation.  Specifically, the Bondholders Committee asserts that
ENOI's Plan:

    (1) decidedly "impairs" the Bond claims and it does not cure
        all defaults under the Bond Indenture;

    (2) does not provide the Bonds with the collateral protection
        that the Indenture provides, nor does it pay to the
        Bondholders the interest due; and

    (3) does not compensate the Bondholders for damages caused by
        Bondholders' reasonable reliance on the Indenture.

The Bondholder Committee expects that FGIC will lead to a
confirmable plan through further negotiation or through proposal
of an alternative plan that, unlike ENOI's Plan, will satisfy the
requirements of Section 1129 of the Bankruptcy Code.

The Bondholder Committee has started to work with FGIC and expects
that it will quickly and consensually be able to complete with
FGIC the terms of a confirmable plan.  It has not yet read FGIC's
plan and cannot say whether it agrees with each of its terms.

"However, to be clear, the Bondholder Committee is not planning to
file its own plan; but rather, is planning to work with FGIC to
promote a fair and fully consensual plan among the Debtor's
creditors." Mr. Rosner says.

(2) BNY

The Bank of New York, as Successor Trustee, supports FGIC's
request on grounds that some of the conditions for the Effective
Date of the Plan may never occur.  The conditions include:

    -- the City of New Orleans' issuance of resolutions regarding
       the 2006 Gas FRP Application, the 2006 Electric FRP
       Application, the Storm Cost Recovery Riders, and the Storm
       Reserve Rider,

    -- ENOI's assurance that it will receive $250,000,000 in
       Katrina Insurance Proceeds and the $200,000,000 of CDBG
       Funds in cash, and

    -- ENOI will obtain a final order from the U.S. Federal
       Energy Regulatory Commission authorizing ENOI's issuance
       of short-term debt securities under credit arrangements,
       the Entergy System Money Pool, and unilateral arrangements
       with Entergy Corp.

Douglas S. Draper, Esq., Heller, Draper, Hayden, Patrick & Horn,
L.L.C., in New Orleans, Louisiana, says that creditors and
parties-in-interest should not be placed in the untenable position
of litigating over the confirmation of a plan that may never
become effective if even one of the many conditions provided by
ENOI does not occur.

Mr. Draper asserts that the Plan also violates the terms of the
Dec. 7, 2005 settlement agreement, which provides, among other
things, that BNY will be granted a lien on all of ENOI's assets
securing the DIP Lien, which include all pre and postpetition
property of ENOI, whether existing on or acquired after the
Petition Date, in addition to the Bond Collateral.

Mr. Draper notes that the Plan attempts to drastically limit the
collateral that secures BNY Bond Claims, a violation of the
December 7, 2005 settlement.

(3) Creditors Committee

The Official Committee of Unsecured Creditors says that ENOI's
Plan is unacceptable and unconfirmable as a matter of law.

The Creditors Committee notes that the Plan fails to pay unsecured
claims postpetition interest while preserving the equity for
Entergy Corp., which means any statement that the Plan will "fully
compensate the creditors", is a misrepresentation by ENOI.

Philip K. Jones, Esq., at Liskow & Lewis, APLC, at New Orleans,
Louisiana, explains that without payment of postpetition interest,
the unsecured creditors are impaired under Section 1124 of the
Bankruptcy Code, a treatment that the Creditors Committee opposes.
He notes that a solvent debtor like ENOI cannot satisfy the "fair
and equitable" test of Section 1129(b)(2) unless it pays
postpetition interest, nor can it satisfy the absolute priority
rule of Section 1129(a)(7)(A)(ii).

Mr. Jones also argues that the Effective Date under the Plan is
ephemeral at best because it is subject to conditions that may
never occur, will occur in 2008 and 2009, or are solely at the
discretion of Entergy Corp. or ENOI, which is completely
controlled by Entergy.

The Creditors Committee also disputes ENOI's arguments that a
competing plan will cause confusion, delay or difficulty in the
plan confirmation process.  Mr. Jones asserts that the ability of
FGIC or any other party to propose an alternative plan will not
adversely affect ENOI but could assure that a confirmable plan is
presented and considered by the Court as soon as possible.

Apache Corporation supports the Committee's position on the
Termination Motion.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 27; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ENTERGY NEW ORLEANS: Court Approves Certain Transfers of Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
approves the transfers of the claims of Chain Electric Company,
Killen Contractors, Inc., NRG Power Marketing, Inc., Osmose
Utilities Services, Inc., and Don Bohn Ford Inc.

As reported in the Troubled Company Reporter on Nov. 10, 2006,
the Bankruptcy Clerk of the Court recorded 14 claim transfers in
Entergy New Orleans Inc. and its debtor-affiliates' chapter 11
cases, as of Nov. 2, 2006:

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

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

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

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

   Capital Electric          ESI
   Builders, Inc.                                       95,331

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

   Professional Shorthand    ESI
   Reporters                                     not disclosed

   Chain Electric            ESI
   Company                                              41,652

   Killen Contractors, Inc.  ESI                        15,230
   Inc.

   Alliance Reporting, Inc.  ESI                 not disclosed

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

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

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

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

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 27; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FALCON FRANCHISE: Moody's Junks $3.67 Million Class F Bonds
-----------------------------------------------------------
Moody's Investors Service confirmed two classes and downgraded six
classes of Falcon Franchise Loan Trust Certificates, Series 2000-
1.  This transaction is backed by loans to franchise automobile
dealerships.

These are the rating actions:

   * Issuer: Falcon Franchise Loan LLC, Franchise Loan Trust
     Certificates, Series 2000-1

     -- $25,048,807 Million 7.382% Class A-1 Certificates,
        confirmed Aaa;

     -- $40,398,000 Million 7.743% Class A-2 Certificates,
        downgraded to Aa1 from Aaa;

     -- $6,437,000 Million 7.913% Class B Certificates,
        downgraded to A1 from Aa2;

     -- $4,292,000 Million 8.157% Class C Certificates,
        downgraded to A3 from A1;

     -- $3,985,000 Million 8.938% Class D Certificates,
        downgraded to Ba1 from Baa2;

     -- $4,905,000 Million 6.500% Class E Certificates,
        downgraded to B1 from Ba2;

     -- $3,679,000 Million 6.500% Class F Bonds, downgraded to
        Caa1 from B2;

     -- Class IO Certificates, confirmed Aaa.

This deal is backed by 24 loans to franchise automobile
dealerships, several of which have been experiencing problems. Two
obligors had recent disruptions in floorplan financing, and
foreclosure proceedings are in process in relation to a third
loan.  Falcon Financial II, LLC expects near-term sales with
strong recoveries of principal and interest on two of these loans,
and less certain recoveries and longer time to resolution on the
third.  Several other dealerships have seen some deterioration in
performance during 2006.  The downgrade actions reflect the impact
of these developments and updated expectations on pool credit.

Falcon Financial Investment Trust, the parent of the issuer, was a
specialty finance company that lent to franchised vehicle
dealerships.  Falcon Financial II, LLC, the primary and special
servicer for the Trust holding the certificates under review, is
now owned by AutoStar Realty Operating Partnership, LP.  Neither
Falcon Financial II, LLC nor AutoStar Realty Operating
Partnership, LP is rated by Moody's.


FERRO CORP: Plans Closure of Niagara Falls Plant in 2007
--------------------------------------------------------
Ferro Corporation plans to close its Niagara Falls, New York,
facility by the end of 2007.

Approximately 150 employees are located at the facility, which
supplies a range of dielectric and industrial ceramic products for
the electronic materials and other marketplaces.  The activities
currently performed at Niagara Falls will be gradually transferred
to other Ferro facilities.

"The Niagara Falls facility has been impacted by changes in its
markets," said Barry Russell, Vice President of Ferro Electronic
Material Systems.  "Demand for the types of products produced at
the Niagara Falls facility has diminished greatly over the last
several years.  The remaining volume of business is insufficient
to support the current manufacturing capacity and this is not
expected to change in the future.

"Ferro regrets the impact that this difficult, but necessary,
business decision will have on our employees.  However, the
proposed closure will allow us to remain competitive and at the
same time retain the flexibility needed to support future business
growth."

Ferro also maintains a production facility in Penn Yan, New York.
That site employs about 207 and also produces materials for the
electronic materials market.  Ferro anticipates that the transfer
of a portion of the work currently being done in Niagara Falls
will add approximately 25 jobs at the Penn Yan facility, while
other work transfer is expected to add about 16 jobs at Ferro's
site in Uden, The Netherlands.

                            New CFO

Sallie B. Bailey will join Ferro Corp on Jan. 2, 2007, as Vice
President and Chief Financial Officer.  Ms. Bailey will replace
Thomas M. Gannon.

Ms. Bailey currently serves as Senior Vice President-Finance and
Controller with The Timken Company.  She will report to James F.
Kirsch, President and Chief Executive Officer at Ferro.

                         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.


FOREST CITY: Hallandale Beach Okays The Village Development
-----------------------------------------------------------
Magna Entertainment Corp. and Forest City Enterprises, Inc.
received final approval from the city of Hallandale Beach, Florida
for the development of The Village at Gulfstream Park, paving the
way for a planned Spring 2007 groundbreaking for Phase 1 of the
60-acre, master-planned lifestyle destination.

The Village at Gulfstream Park, to be built around MEC's
thoroughbred racetrack, will offer fashion and home accessory
shops, destination retailers, signature restaurants, outdoor
cafes, unique entertainment options and a residential live/work
environment.  The first phase will include 375,000 square feet of
lifestyle retail, featuring 70 upscale shops and specialty stores
and 70,000 square feet of office space, which is expected to be up
and running in Fall 2008.

The Village, to be built over 15 years, calls for 1,500 condos,
750,000 square feet of retail space, 140,000 square feet of office
space, a 500-room hotel and a 2,500-seat cinema.  The project will
involve the construction of 225 affordable/workforce-housing units
both on the site itself and in neighborhoods within the city.  It
is expected to generate more than $22 million in taxes and create
more than 2,800 permanent jobs.

"With the successful approval of the entitlements we look forward
to the many benefits of the combination of Gulfstream's
extraordinary location and entertainment experience with the
capabilities of Forest City, one of the pre-eminent development
companies in the United States, which puts us in a position to
create a compelling retail-entertainment destination for virtually
every type of consumer," Frank Stronach, Chairman of MEC, said.

"Forest City is extremely pleased to have received final project
approval for the project.  Given the unique integration with MEC's
premier thoroughbred horse racing facility, The Village will be
one of the highest profile, most exciting and vibrant developments
of its kind in the country," commented Brian Ratner, president of
East Coast Development, Forest City.  "Our vice president of
retail leasing is in Europe right now talking with potential
tenants to bring unique retailers to this location."

                        About The Village

The Village at Gulfstream Park is located in the heart of the
Miami, Dade, Broward, and West Palm Beach area.  The City of
Hallandale Beach, is situated along US1 South Florida and near
I-95, the major north/south interstate along the Eastern United
States.

                   About Magna Entertainment

Magna Entertainment Corp. (NASDAQ: MECA; TSX: MEC.A)
-- http://www.magnaentertainment.com/-- North America's number
one owner and operator of horse racetracks, based on revenues,
acquires, develops, and operates horse racetracks and related
casino and pari-mutuel wagering operations, including off-track
betting facilities.  Additionally, MEC owns and operates
XpressBet(R), a national Internet and telephone account wagering
system, and Horse Racing TV(TM), a 24-hour horse racing television
network.

                  About Forest City Enterprises

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

                         *     *     *

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


GENERAL NUTRITION: Higher Debt Load Cues Moody's to Junk Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of GNC Parent Corporation to B3 and the $425 million holding
company note issue to Caa2.

GNC Parent Corp. ultimately owns General Nutrition Centers, Inc.
Proceeds from the new debt principally will be used to retire its
PIK preferred stock for $149 million and to pay a $287 million
dividend.

Relative to the prior capital structure that was rated on Nov. 8,
the holding company note issue was upsized to $425 million from
$325 million and the dividend was also increased.  The downgrade
of the corporate family rating was prompted by Moody's opinion
that the incremental debt will cause financial flexibility to
materially weaken.

In addition to issuance of these holding company notes, the
company also reported that it is exploring strategic alternatives
such as a sale of the company or an initial public offering.

These ratings are lowered:

   -- Corporate family rating to B3 from B2;

   -- Probability of Default Rating to B3 from B2;

   -- Senior secured bank loan to Ba3, LGD1, 4% from Ba2;

   -- $150 million of 8.625% senior notes (2011) to B1, LGD2,
      25%, from Ba3;

   -- $425 million notes issued by GNC Parent Corp. to Caa2,
      LGD5, 84% from Caa1.

Affirmed:

   -- $215 million of 8.5% senior subordinated notes (2010) at
      B3, LGD4, 56%.

Moody's downgraded and reassigned the ratings from General
Nutrition Centers, Inc. to GNC Parent Corporation in order to
regularize Moody's ratings.

GNC's corporate family rating of B3 balances the company's
aggressive financial policy, weak credit metrics, and revenue
vulnerability to new product introductions against certain
qualitative aspects that have low investment grade or high non-
investment characteristics.  Weighing down the overall rating with
B characteristics are the company's shareholder enhancement policy
and credit metrics that have remained weak since the November 2003
leveraged buyout.  The ongoing challenges in matching changes in
consumer preferences for VMS products also constrain the ratings.
The company's geographic diversification and the relative lack of
cash flow seasonality have solidly investment grade scores, while
the company's scale and widespread consumer recognition of the GNC
name in the intensely competitive segment of vitamin, mineral, and
nutritional supplement retailing have Ba scores.

The stable rating outlook recognizes that the recent negative
trends in sales and operating profit have turned positive, and
that most proforma credit metrics are appropriate for a B rated
credit.

Moody's expects that, while future free cash flow will be small
relative to total debt, a large portion of future discretionary
cash flow will be applied to balance sheet improvement.  A
permanent decline in cash balances or revolving credit facility
availability that would result if free cash flow fell below break-
even, a return to declining store-level operating performance, or
another sizable shareholder enhancement activity would cause the
ratings to be lowered.

Given the sizable contribution to operating profit from franchise
royalties, difficulties or closure of many franchisees also would
negatively impact the ratings.  Specifically, debt to EBITDA close
to 7 times, EBIT to interest expense below 1 time, or negative
free cash flow to debt would cause ratings to be lowered.  In the
near term, a rating upgrade is unlikely.

Ratings could eventually move upward if the company establishes a
long-term track record of sales stability and improved margins,
the system expands both from new store development and existing
store performance, and if financial flexibility were to
sustainably strengthen such that EBIT coverage of interest expense
approaches 1.5x, leverage falls toward 5.5x, and Free Cash to Debt
consistently exceeds 3%.

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


GLOBAL DOCUGRAPHIX: Trustee Schedules Creditors Meeting on Dec. 5
-----------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Global
DocuGraphix Inc. and its debtor-affilate Global DocuGraphix USA
Inc.'s creditors on Dec. 5, 2006, 3:10 p.m. at the Office of the
U.S. Trustee, Room 524, 1100 Commerce Street, in Dallas, Texas.

This is first meeting of creditors after the cases have been
converted to a chapter 7 liquidation proceeding.

Headquartered in Plano, Texas, Global DocuGraphix, Inc. --
http://www.gdxinc.com/-- is a commercial printing company
offering products and solutions for printing, advertising,
marketing, office, and document management.  The Company and its
subsidiary, Global DocuGraphix USA, Inc., filed for chapter 11
protection on July 18, 2006 (Bankr. N.D. Tex. Case No. 06-32889)
Holland N. O'Neil, Esq., and Richard McCoy Roberson, Esq., at
Gardere, Wynne and Sewell LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they reported assets and debts totaling between $10 million and
$50 million.  The Debtors' chapter 11 bankruptcy cases has been
converted to a chapter 7 liquidation proceeding on Nov. 8, 2006.


GLOBAL DOCUGRAPHICS: Trustee Wants Quilling Selander as Counsel
---------------------------------------------------------------
John H. Litzler, chapter 7 trustee of Global DocuGraphix, Inc. and
its debtor-affiliate Global DocuGraphix USA Inc., asks the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Quilling, Selander, Cummiskey & Lownds, P.C. as his counsel.

Quilling Selander will:

   a. assist the Trustee in evaluating and pursuing avoidable
      transfers, if any;

   b. assist the Trustee in determining the extent of property of
      the bankruptcy estates;

   c. give the Trustee legal advice with respect to his powers and
      duties as Trustee;

   d. take such action as is necessary to preserve, protect and
      collect property of the bankruptcy estates;

   e. prepare on behalf of the Trustee all necessary applications,
      answers, orders, objections, reports and other legal
      documents; and

   f. perform any and all other legal services for the Trustee
      which may be necessary herein.

Hudson M. Jobe, Esq., an associate at Quilling Selander, discloses
that the hourly rates charged by the law firm's bankruptcy group
range from $175 to $250 for associates and $300 to $350 for
partners.

Mr. Jobe assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not hold or represent any interest
adverse to the Debtors' estates.

     Contact

     Quilling, Selander, Cummiskey & Lownds, P.C.
     2001 Bryan Tower, Suite 1800
     Dallas, Texas 75201
     Telephone (214) 871-2100
     Fax (214) 871-2111

Headquartered in Plano, Texas, Global DocuGraphix, Inc. --
http://www.gdxinc.com/-- is a commercial printing company
offering products and solutions for printing, advertising,
marketing, office, and document management.  The Company and its
subsidiary, Global DocuGraphix USA, Inc., filed for chapter 11
protection on July 18, 2006 (Bankr. N.D. Tex. Case No. 06-32889)
Holland N. O'Neil, Esq., and Richard McCoy Roberson, Esq., at
Gardere, Wynne and Sewell LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they reported assets and debts totaling between $10 million and
$50 million.  The Debtors' chapter 11 bankruptcy cases has been
converted to a chapter 7 liquidation proceeding on Nov. 8, 2006.


GOODYEAR TIRE: Meets with Union to Discuss New Labor Deal
---------------------------------------------------------
The Goodyear Tire & Rubber Company disclosed Friday that
bargaining teams from the company and the United Steelworkers met
last week in Cincinnati.  Goodyear presented copies of its latest
proposals to the Union's full bargaining committee.  Goodyear
reviewed its proposals in detail and responded to questions from
the Union's bargaining team.  The Union made no new proposals.

The company said it is clear from the discussions that the two
primary issues continue to be retiree health care and the
announced closure of the Tyler, Texas plant.

Dates for further meetings with the union have not been
established.

Goodyear's latest proposal can be viewed at:

              http://researcharchives.com/t/s?155c

The United Steelworkers struck Goodyear on Oct. 5 after refusing
to further extend a three-year master contract with the company.

                     About Goodyear Tire

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

                           *     *     *

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

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


GOODYEAR TIRE: Moody's Rates $1 Billion Unsec. Note Offer at B2
---------------------------------------------------------------
Moody's Investors Service assigned a B2, LGD4, 63% rating to
Goodyear Tire & Rubber Company's new $1 billion offering of
unsecured notes.

At the same time, the rating agency affirmed Goodyear's Corporate
Family Rating of B1 and negative outlook and revised its
Speculative Grade Liquidity rating to SGL-2.

All other long-term ratings are unchanged.

The new unsecured notes will consist of a $0.5 billion floating
rate issue with a three year maturity, and a $0.5 billion fixed
rate issue with a five year maturity.  Both issues will benefit
from upstreamed guarantees from Goodyear's material North American
subsidiaries.  Goodyear will use $515 million of the proceeds to
repay maturing obligations in December ($215 million) and March
2007 ($300 million) with the balance retained for general
corporate purposes.  The new financing will strengthen Goodyear's
liquidity profile as it works to resolve the strike affecting its
U.S. production capacity.

Goodyear's Corporate Family rating of B1 recognizes strong scores
for several factors in Moody's Automotive Supplier Methodology.

These factors include:

      (a) the company's substantial scale;
      (b) global brands, leading market share;
      (c) diversified geographic markets; and,
      (d) improved debt maturity and liquidity profiles.

Scores for those qualitative attributes would normally track to a
higher Corporate Family rating.

However, the B1 rating considers Goodyear's relatively weak
quantitative scores including leverage, which has stepped-up
further from recent borrowings, low EBIT returns and weak FCF/debt
ratios.  Contributions to pension plans will remain substantial
for another year before declining in 2008.  Scores from those
quantitative factors counter qualitative strengths. The company
faces challenges in restoring its balance sheet, resolving its
U.S. organized labor contract and contending with various
contingent liabilities.

Nonetheless, debt levels have likely peaked and leverage
measurements could quickly retreat should a satisfactory accord be
reached with its North American union with incremental debt
retired in short order.

The negative outlook anticipates that the strike will be settled
within several months, but recognizes stepped-up leverage from
recent financing, and weak demand in North American replacement
tire markets.  Several pro forma metrics already suggest lower
rating categories.  However, leverage measurements could decline
if the strike was resolved quickly, recent incremental debt was
unwound, and lower underfunded pension liabilities anticipated at
year end were recognized.

In addition, the company is positioned with strong liquidity and
faces minimal debt maturities until 2009.  On balance, Moody's
believes the risks are weighted to the downside by these short
term issues until the company's North American cost structure is
resolved. Developments on these concerns could either evolve
rapidly or emerge over several months depending upon the outcome
of its labor negotiations.

Ongoing challenges also include maintaining and bolstering
profitability in the face of elevated and volatile raw material
prices, generating adequate cash flow from its operations, and
strengthening its capital structure.  Recent replacement tire
demand has been less than robust which could intensify competition
and pricing. Growth in replacement tire demand should also resume
over the intermediate period.

Ratings assigned:

   * Goodyear Tire & Rubber Company

      -- $500 million senior unsecured guaranteed notes due 2009,
         B2 LGD-4, 63%
      -- $500 million senior unsecured guaranteed notes due 2011,
         B2 LGD-4, 63%

Ratings affirmed:

   * Goodyear Tire & Rubber Company

      -- Corporate Family Rating, B1
      -- Outlook, Negative
      -- Probability of Default, B1
      -- first lien credit facility, Ba1, LGD 2, 10%
      -- second lien term loan, Ba3, LGD 3, 35%
      -- third lien secured term loan, B2, LGD 4, 63%
      -- 11% senior secured notes, B2, LGD 4, 63%
      -- floating rate senior secured notes, B2, LGD 4, 63%
      -- 9% senior notes, B2, LGD 4, 63%
      -- 6 5/8% senior notes, B3, LGD 6, 94%
      -- 8 1/2% senior notes, B3, LGD 6, 94%
      -- 6 3/8% senior notes, B3, LGD 6, 94%
      -- 7 6/7% senior notes, B3, LGD 6, 94%
      -- 7% senior notes, B3, LGD 6, 94%
      -- senior unsecured convertible notes, B3, LGD 6, 94%

   * Goodyear Dunlop Tyres Europe

      -- Euro revolving credit facilities, Ba1, LGD 2, 10%
      -- Euro secured term loan, Ba1, LGD 2, 10%

Ratings changed:

Speculative Grade Liquidity rating to SGL-2 from SGL-3

The last rating action was on Oct. 16 at which time the outlook
was changed to negative and the liquidity rating was lowered to
SGL-3.

The B2, LGD4, 63% rating assigned to the new notes recognizes
their junior position relative to the company's first, second and
third lien credit facilities as well as the benefits of upstreamed
guarantees from material North American subsidiaries, an
enhancement that is not in place on certain other unsecured notes.

The SGL-2 liquidity rating, representing good liquidity over the
next 12 months, emphasizes substantial balance sheet cash sourced
through the recent revolving credit borrowings and note issuance.
However, external liquidity is very limited as the company's
domestic revolving credit is nearly fully utilized.  The company
should have adequate room under its financial covenants, but the
cushion could diminish should North American results be adversely
affected by the strike.  While substantial assets have been
pledged, the company does have flexibility on the use of proceeds
from prospective asset sales.

Goodyear Tire & Rubber Company, based in Akron, Ohio, is one of
the world's largest tire companies with more than 100 facilities
in 29 countries around the world.  Products include tires,
engineered rubber products, and chemicals.  Revenues in 2005 were
approximately $20 billion.


GREEKTOWN HOLDINGS: Construction Delays Cue S&P's CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on Greektown Holdings LLC on
CreditWatch with negative implications following the report of
construction delays related to the company's permanent casino
expansion.

The delays will likely affect the timing of cash flows, which
potentially could result in a breach of covenants related to
Greektown's bank facility, possibly impacting its liquidity
position.

Moreover, the delays are likely to result in a covenant violation
relative to the company's agreement with the Michigan Gaming
Control Board, which in turn could force a sale of the casino.
Greektown has requested that the MGCB provide a 12-month extension
for it to achieve established revenue goals.

In resolving the CreditWatch listing, the rating agency will
discuss with the company potential remedies for these issues, and
assess potential additional support from Greektown's owner, the
Sault Ste. Marie Tribe of Chippewa Indians.


HARBORVIEW NIM: DBRS Rates $15.7 Mil. Class N-4 Notes at B (high)
-----------------------------------------------------------------
Dominion Bond Rating Service assigned the following ratings to the
NIM Notes, Series 2006-9 issued by HarborView NIM CI-4 Corp.:

   * $62.6 million Class N-1 rated at A
   * $31.9 million Class N-2 rated at BBB
   * $11.9 million Class N-3 rated at BB
   * $15.7 million Class N-4 rated at B (high)

The NIM Notes are backed by a 100% interest in Class C and Class P
certificates issued by HarborView Mortgage Loan Trust 2006-9.
The underlying Class C certificates will be entitled to receive
the excess cash flows; the Class P certificates will be entitled
to receive the prepayment charges, if any, generated by the
mortgage loans each month after payment of all the required
distributions.

Payments on the NIM Notes will be made on the 19th of each month,
commencing in November 2006.  From 91% of available funds, the
distribution of interest and principal will be made sequentially
to noteholders of Classes N-1 through N-4 until the principal
balance of each such class has been paid to zero, then any
remaining amounts may be paid to the holders of the Class A
preference shares, which are not rated by DBRS.  From 9% of
available funds, any remaining amounts may be paid to the Class S
preference shares.

All the mortgage loans in the Underlying Trust were originated
or acquired by Countrywide Home Loans, Inc.  The loans are
first-lien option adjustable-rate mortgages, indexed to the
12-month treasury average with a negative amortization feature.


HARBOURVIEW CLO: Moody's Rates $14MM Class D Floating Notes at Ba2
------------------------------------------------------------------
Moody's Investors Service reported that it assigned ratings to
notes issued by HarbourView CLO 2006-1:

   -- Aaa to $337,000,000 Million  Class A-1 Floating Rate Notes
      Due 2019;

   -- Aa2 to $23,000,000 Million Class A-2 Floating Rate Notes
      Due 2019;

   -- A2 to $25,000,000 Million Class B Deferrable Floating Rate
      Notes Due 2019;

   -- Baa2 to $16,000,000 Million Class C Floating Rate Notes Due
      2019;

   -- Ba2 to $14,000,000 Million Class D Floating Rate Notes Due
      2019; and,

   -- A2 to the Class J Blended Securities.

Moody's ratings of the Notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
Notes' governing documents, and are based on the expected loss
posed to the Noteholders relative to receiving the present value
of such payments.  The ratings of the Notes reflect the credit
quality of the underlying assets--which consist primarily of
senior secured loans-- as well as the credit enhancement for the
Notes inherent in the capital structure and the transaction's
legal structure.  The rating assigned to the Blended Securities
addresses solely the ultimate return of the Class J Blended
Securities Rated Balance.


HAWAIIAN TELCOM: S&P Places B Corp. Credit Rating on CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Hawaiian
Telcom Communications Inc., including its 'B' corporate credit
rating, on CreditWatch with negative implications.

This is after the release of Hawaiian Telcom's 10-Q statement in
which the company indicated that delays and limited system
functionality related to the development of its stand-alone back-
office infrastructure are likely to continue over the next few
quarters.

"The CreditWatch action reflects our heightened concerns regarding
continued delays in the development of Hawaiian Telcom's back-
office systems," said Standard & Poor's credit analyst Susan
Madison.

Since April 2006 when the company terminated its transition
services agreement with Verizon Communications Inc., the lack of
full back-office system functionality has resulted in significant
issues regarding customer care, order management, billing, and
financial reporting.  This situation is further exacerbated by the
intensifying competitive environment for telecommunication
services in Hawaii after the deployment of cable telephony by
Oceanic Time Warner Cable in mid-2005.

Year to date, incremental costs due to the systems-related delay
in transition from Verizon and the need to augment limited system
functionality totaled $34 million.

Additionally, the company now believes that deficiencies in
financial controls related to the implementation of the new
systems have resulted in a material weakness in internal controls,
which could lead to misstatements of financial statements.

Standard & Poor's review will focus on Hawaiian Telcom's ability
to implement a back-office infrastructure that is sufficiently
robust to support the level of customer care and product
deployment needed to compete in a highly competitive market, the
remediation of financial reporting controls to ensure accurate and
timely financial statement filings, and the company's ability to
recover some of the incremental costs associated with system
delays.

Given the rating agency's level of concern regarding Hawaiian
Telcom's ability to implement the necessary back-office
infrastructure in a timely manner, any potential lowering of the
corporate credit rating may not be limited to one notch.

Hawaiian Telcom is an independent local exchange provider of
integrated communication services throughout the State of Hawaii.
At Sept. 30, 2006, the company had approximately 615,000 switched
access lines and about $1.4 billion in debt outstanding.


HERTZ CORP: S&P Holds BB- Corp Credit Rating with Negative Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Hertz
Corp., including the 'BB-' corporate credit rating, and removed
them from CreditWatch, where they were placed with negative
implications June 26, 2006.

The outlook is negative.

"The rating affirmation is based on the successful completion
yesterday of a $1.3 billion IPO by Hertz Global Holdings Inc.,
Hertz Corp.'s parent, of which $1 billion proceeds will be used to
repay a $1 billion loan that financed a $1 billion dividend to
Hertz's owners in June 2006," said Standard & Poor's credit
analyst Betsy Snyder.

"However, the negative outlook reflects the company's more
aggressive financial policy, with all of the proceeds from
the IPO paid to the company's owners in the form of a dividend,
rather than retaining some proceeds at Hertz."

The ratings on Park, Ridge, New Jersey-based Hertz reflect a
weakened financial profile following its $14 billion leveraged
acquisition in December 2005, its owners' very aggressive
financial policy, and the price-competitive nature of on-airport
car rentals and equipment rentals.

Ratings also incorporate the company's position as the largest
global car rental company and the strong cash flow its businesses
generate.

Hertz was acquired from Ford Motor Co. by Clayton, Dubilier & Rice
Inc., The Carlyle Group, and Merrill Lynch Global Private Equity,
who combined now own a 72% stake after the $1.3 billion IPO.

The acquisition, which added over $2 billion of debt to Hertz's
balance sheet, has resulted in an increase in its borrowing costs,
and credit ratios have weakened from their previous relatively
healthy levels.  Hertz's financial policy has become significantly
more aggressive since its acquisition.  Its owners completed a $1
billion debt-financed dividend just six months after acquiring the
company and proceeds of the IPO, after
$1 billion is used to repay debt incurred for the dividend, will
be paid to the owners as a dividend.

In addition, around two-thirds of the company's tangible assets
are now secured, versus around 10% prior to its acquisition.

Hertz, the largest global car rental company, participates
primarily in the on-airport segment of the car rental industry.
This segment, which generates approximately 56% of Hertz's
consolidated revenues, 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.

Hertz's financial policy has become considerably more aggressive.
Its owners have taken $1.3 billion of dividends from the company
in less than a year, partially funded through debt that was
subsequently repaid with proceeds from an IPO.

Additional significant dividends would result in a downgrade.  If
the company were to delever without further significant dividends,
the outlook could be revised to stable.


INCO LTD: Common Stock Ceases Trading on NYSE
---------------------------------------------
Nov. 16, 2006 was the final day for trading of Inco Limited's
common shares on the New York Stock Exchange.  The Inco common
shares will continue to trade on the Toronto Stock Exchange, in
both Canadian dollars and U.S. dollars, until Jan. 3, 2007, the
date on which Inco has scheduled a special meeting of its
shareholders to consider an amalgamation transaction which would
enable Companhia Vale do Rio Doce to acquire all of the Inco
common shares that it does not already own.  CVRD acquired
approximately 86.57% of the issued and outstanding common shares
of Inco pursuant to its recently completed take-over bid.

Inco's Board of Directors and management are working with CVRD to
ensure a smooth integration of the two companies, with a view to
creating a new global leader in the metals and mining industry.

                       About Inco Ltd.

Headquartered in Sudbury, Ontario, Inco Limited (TSX, NYSE:N) --
http://www.inco.com/-- produces nickel, which is used primarily
for manufacturing stainless steel and batteries.  Inco also
mines and processes copper, gold, cobalt, and platinum group
metals.  It makes nickel battery materials and nickel foams,
flakes, and powders for use in catalysts, electronics, and
paints.  Sulphuric acid and liquid sulphur dioxide are produced
as byproducts.  The company's primary mining and processing
operations are in Canada, Indonesia, and the U.K.

                        *     *     *

Inco Limited's 3-1/2% Subordinated Convertible Debentures due
2052 carry Moody's Investors Service's Ba1 rating.


INDEPENDENCE I: Moody's Places Ba3 Rated $50-Mil. Notes on Watch
----------------------------------------------------------------
Moody's Investors Service reported it has placed the ratings on
the following notes issued in 2000 by Independence I CDO, Ltd., an
investment grade collateralized debt obligation issuer, on watch
for possible downgrade:

   * The $223,500,000 Million Class A First Priority Senior
     Secured Floating Rate Notes due 2030

     -- Prior Rating: Aa2
     -- Current Rating: Aa2, on watch for possible downgrade

   * The $50,000,000 Million Class B Second Priority Senior
     Secured Floating Rate Notes due 2035

     -- Prior Rating: Ba3
     -- Current Rating: Ba3, on watch for possible downgrade

The rating action reflects the overall deterioration in the credit
quality of the transaction's underlying collateral portfolio.

As reported in the Sept. 2006 trustee report, the weighted average
rating factor of the portfolio was 1677, significantly higher than
the transaction's trigger level of 450. Similarly, the weighted
average spread of the portfolio stood at 1.62%, below the trigger
level of 1.8%.  The overcollateralization tests for the Class A
notes and the Class B notes was reported to be 93.14%,
significantly lower than the trigger level of 105.75%.


INTERTAPE POLYMER: Amends Debt Facilities to Ease Covenants
------------------------------------------------------------
Intertape Polymer Group Inc. executed definitive documentation to
amend its credit facilities, in a manner, which will accommodate
the recent changes in its business results and provide it with the
flexibility needed to manage its business.

The amendments to the credit facilities permit the add back of
certain one-time charges in connection with the Company's
continuing cost cutting efforts, accommodate its impairment charge
and relax the interest coverage covenant, leverage ratio covenant
and fixed charges covenant.

The Company's credit facilities as amended will permit IPG
to exclude from the calculation of its consolidated earnings
before income taxes, depreciation and amortization up to
$4.35 million in restructuring charges related to severance
and retail restructuring costs, goodwill impairment charges of
up to $120 million and costs associated with the amendment of
the credit facilities, all of which are expected to be taken in
the fiscal quarters ending Dec. 31, 2006 or March 31, 2007.

"IPG appreciates the support of its Lenders in approving these
amendments," H. Dale McSween, Interim Chief Executive Officer
stated.  "The Company continues to implement its restructuring
plan and the amendments are an important step in that process."

                     About Intertape Polymer

Based in Montreal, Quebec and Sarasota/Bradenton, Florida,
Intertape Polymer Group Inc. (TSX: ITP)(NYSE: ITP) --
http://www.intertapepolymer.com/-- develops and manufactures
specialized polyolefin plastic and paper based packaging products
and complementary packaging systems for industrial and retail use.
The Company employs approximately 2450 employees with operations
in 18 locations, including 13 manufacturing facilities in North
America and one in Europe.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2006,
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on Intertape Polymer Group Inc.
on CreditWatch with negative implications.   The CreditWatch
placement follows the company's announcement that its Board of
Directors will initiate a process to explore various strategic and
financial alternatives.  The nature of options being explored and
the timeline of the exercise have not been announced, but the
culmination of such an exercise could result in a change of
ownership.


ISTANA HIGH: Moody's Rates $2.5MM Class E Priority Notes at Ba1
---------------------------------------------------------------
Moody's Investors Service reported it assigned these ratings to
notes issued by Istana High Grade ABS CDO I, Ltd., a collateral
debt obligation issuance:

   -- Aaa to the $600,000,000 Million Class A-1 First Priority
      Delayed Draw Floating Rate Notes Due 2048

   -- Aaa to the $250,000,000 Million Class A-2 Second Priority
      Floating Rate Notes Due 2048

   -- Aaa to the $50,000,000 Million Class A-3 Third Priority
      Floating Rate Notes Due 2048

   -- Aaa to the $50,000,000 Million Class A-4 Fourth Priority
      Floating Rate Notes Due 2048

   -- Aa2 to the $21,500,000 Million Class B Fifth Priority
      Floating Rate Notes Due 2048

   -- A2 to the U.S.$13,000,000 Class C Sixth Priority Deferrable
      Floating Rate Notes Due 2048

   -- Baa2 to the $7,500,000 Class D Seventh Priority Deferrable
      Floating Rate Notes Due 2048

   -- Ba1 to the $2,550,000 Million Class E Eighth Priority
      Deferrable Floating Rate Notes Due 2048

Moody's ratings of the notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

Moody's has also assigned a rating of Aaa to the
$250,000 Combination Securities due March 5, 2048.  The rating of
the Combination Securities addresses the ultimate return of
principal at maturity.

ST Asset Management will be the collateral manager of the
transaction.


ISTAR FINANCIAL: Prices Public Offer of Common Shares
-----------------------------------------------------
iStar Financial Inc. priced the public offering of 11,000,000
shares of its common stock at $44.50 per share.  All of the shares
were offered by the Company.

The resulting gross proceeds from the offering will be
approximately $489.5 million.  The net proceeds to the Company
after deducting underwriting discounts and commissions and
offering expenses payable by the Company will be approximately
$471.1 million.  The Company has granted the underwriters a 30-day
option to purchase up to an additional 1,650,000 shares of common
stock to cover over-allotments.

The Company intends to use the net proceeds from the offering for
the repayment of debt.

Bear Stearns, Citigroup Corporate and Investment Banking and
Lehman Brothers served as joint book-running managers for the
offering.

iStar Financial (NYSE: SFI) -- http://www.istarfinancial.com/--  
is a publicly traded finance company focused on the commercial
real estate industry.  The Company provides custom- tailored
financing to high-end private and corporate owners of real estate
nationwide, including senior and junior mortgage debt, senior and
mezzanine corporate capital, and corporate net lease financing.
The Company, which is taxed as a real estate investment trust,
seeks to deliver a strong dividend and superior risk-adjusted
returns on equity to shareholders by providing the highest quality
financing solutions to its customers.

                           *     *     *

iStar Financial Inc.'s preferred stock carry Moody's Investors
Service's Ba1 rating with a stable outlook.

Fitch Ratings also raised the Company's preferred stock rating to
'BB+' from 'BB' in January 2006.  Fitch said the Rating Outlook is
Stable.


ISTAR FINANCIAL: Earns $91.8 Million in Quarter Ended Sept. 30
--------------------------------------------------------------
iStar Financial Inc., reported net income allocable to common
shareholders for the third quarter ended Sept. 30, 2006, of
$91.8 million, compared to $46.8 million for the third quarter
2005.

Adjusted earnings allocable to common shareholders for the third
quarter 2006 were $103.1 million on a diluted basis, compared to
$112.2 million for the third quarter 2005.  Adjusted earnings
represents net income computed in accordance with GAAP, adjusted
for preferred dividends, depreciation, depletion, amortization and
gain (loss) from discontinued operations.

Net investment income for the quarter was $115.7 million, compared
to $46.7 million for the third quarter of 2005.  The year-over-
year increase in net investment income was primarily due to growth
of the Company's loan portfolio, as well as $44.3 million of
expenses associated with the prepayment of the Company's STARs
asset-backed notes in the third quarter of 2005.  Net investment
income represents interest income, operating lease income and
equity in earnings from joint ventures, less interest expense,
operating costs for corporate tenant lease assets and loss on
early extinguishment of debt.

The Company reported that during the third quarter, it closed a
record 37 new financing commitments, for a total of $1.95 billion,
up 138% year-over- year.  Of that amount, $1.41 billion was funded
during the third quarter.  In addition, the Company funded
$154.2 million under pre-existing commitments and received $621.9
million in principal repayments.  Additionally, the company
completed the sale of a non-core, back-office technology facility
for $32.5 million net of costs, resulting in a net book gain of
approximately $17.3 million.  Cumulative repeat customer business
totaled $11.1 billion at September 30, 2006.

For the quarter ended September 30, 2006, the Company generated
return on average common book equity of 20.7%.  The Company's debt
to book equity plus accumulated depreciation/depletion and loan
loss reserves, all as determined in accordance with GAAP, was 2.6x
at quarter end.

The Company's net finance margin, calculated as the rate of return
on assets less the cost of debt, was 3.35% for the quarter.

                     Capital Markets Summary

During the third quarter, the Company issued $700 million of fixed
rate 5.95% senior unsecured notes due 2013 and $500 million of
floating rate senior unsecured notes due 2009.  The floating rate
notes bear interest at a rate per annum equal to 3-month LIBOR
plus 0.34%.  In addition, the Company recently completed an
exchange offer and consent solicitation for the exchange of the
Company's outstanding 8.75% Notes due 2008 for its newly issued
5.95% Senior Notes due 2013.

As of Sept. 30, 2006, the Company had $696.4 million outstanding
under $2.7 billion in credit facilities.  Consistent with its
match funding policy under which a one percentage point change in
interest rates cannot impact adjusted earnings by more than 2.5%,
as of Sept. 30, 2006, a 100-basis- point increase in rates would
have increased the Company's adjusted earnings by 0.75%.

                       Earnings Guidance

For fiscal year 2006, the Company is increasing earnings guidance,
and now expects to report diluted adjusted earnings per share of
$3.50 - $3.60, and diluted GAAP earnings per share of $2.70 -
$2.80, based on expected net asset growth of approximately
$2 billion.

For fiscal year 2007, the Company expects diluted adjusted
earnings per share of $3.80 - $4.00 and diluted earnings per share
of $2.70 - $2.90, based on expected net asset growth of
approximately $3.0 billion.  The Company continues to expect to
fund its net asset growth with a combination of unsecured debt and
equity.

                          Risk Management

At Sept. 30, 2006, first mortgages, participations in first
mortgages, senior loans and corporate tenant lease investments
collectively comprised 83.8% of the Company's asset base versus
88.2% in the prior quarter.  The Company's loan portfolio
consisted of 59.6% floating rate and 40.4% fixed rate loans, with
a weighted average maturity of 4.3 years.  The weighted average
first and last dollar loan-to-value ratio for all structured
finance assets was 15.6% and 64.7%, respectively.  At quarter end,
the Company's corporate tenant lease assets were 94.5% leased with
a weighted average remaining lease term of 10.8 years.

At Sept. 30, 2006, the weighted average risk ratings of the
Company's structured finance and corporate tenant lease assets
were 2.75 and 2.39, respectively.

During the quarter, the Company wrote-off $5.5 million of the book
value of a $5.7 million mezzanine loan on a class A office
building in the mid-west.  The write-off was primarily due to a
projected decrease in property cash flow resulting from an
unexpected lease termination at the property.  The write-off was
applied to the Company's loan loss reserves and had no impact to
third quarter 2006 earnings.

At Sept. 30, 2006, the Company's non-performing loan assets
represented 0.18% of total assets.  NPLs represent loans on non-
accrual status.  At September 30, 2006, the Company had two loans
on non-accrual status.  In addition, one asset was removed and two
assets were added to the watch list this quarter, with watch list
assets representing 1.09% of total assets at September 30, 2006.
The Company is currently comfortable that it has adequate
collateral to support the book value for each of the watch list
assets.

                          About iStar

iStar Financial (NYSE: SFI) -- http://www.istarfinancial.com/--  
is a publicly traded finance company focused on the commercial
real estate industry.  The Company provides custom- tailored
financing to high-end private and corporate owners of real estate
nationwide, including senior and junior mortgage debt, senior and
mezzanine corporate capital, and corporate net lease financing.
The Company, which is taxed as a real estate investment trust,
seeks to deliver a strong dividend and superior risk-adjusted
returns on equity to shareholders by providing the highest quality
financing solutions to its customers.

                           *     *     *

iStar Financial Inc.'s preferred stock carry Moody's Investors
Service's Ba1 rating with a stable outlook.

Fitch Ratings also raised the Company's preferred stock rating to
'BB+' from 'BB' in January 2006.  Fitch said the Rating Outlook is
Stable.


JHT HOLDINGS: Moody's Assigns B1 Rating to 1st Lien Bank Debt
-------------------------------------------------------------
Moody's Investors Service assigned a B1 first time rating to JHT
Holdings, Inc.'s first lien bank credit facilities and a B2
Corporate Family Rating.

Moody's assigned a B3 Probability of Default Rating and a Loss
Given Default of LGD2, 28% to the Bank Credit Facilities.

The rating outlook is stable.

The B2 Corporate Family rating emphasizes attributes typical of
the B rating category:

      (a) a modest scale of operation;

      (b) volatile revenues and cash flows because of the high
          exposure to heavy and medium duty truck production;
          and,

      (c) significant financial leverage with few tangible
          assets.

Until recently, JHT posted a relatively low EBITDA margin,
considering the strong operating conditions at present.  Those
factors are partially offset by JHT's business model which has
meaningful barriers to entry as well as the company's important
role handling deliveries for substantially all of the nation's
production of Class 8 tractors from OEMs to more than
10,000 dealers and other destinations throughout North America.

The particularly strong market position is characteristic of
higher rating categories, especially when combined with an
efficient operating structure, and term business awards with long
standing customers which provide for certain cost recoveries.

The company's "asset light" model serves to minimize capital
expenditure requirements, which, when combined with the extent of
its variable costs, should produce free cash flow generation
despite anticipation of an extensive decline in North American
Class 8 vehicle production beginning next year.  The stable
outlook is supported by this expectation of free cash flow, the
company's leading market shares and the term nature of its
business awards.

The Bank Credit Facilities, consisting of a $110 million six year
term loan and a $20 million five year revolving credit facility,
refinance debt arranged in June 2006 when a consortium of private
equity investors acquired control of JHT.  At closing, the bank
obligations will represent some 98% of JHT's external balance
sheet debt.  As a consequence, Moody's has set the family recovery
rating deployed in its LGD Methodology at 65%.

The B1 rating of the first lien bank debt reflects an LGD2, 28%
LGD assessment.  Extensive balance sheet intangibles were created
from values attributable to JHT's acquisition price.  Hard asset
coverage provided to the first lien holders is weak, leaving
lender recovery in downside scenarios dependent upon enterprise
valuations.  The 65% recovery rate with only a modicum of non-debt
liabilities beneath the secured obligations produce a one notch
uplift from the B2 corporate family rating with the first lien
facilities rated at B1.  As Moody's ratings represent expected
loss, a function of probability of default and loss given default,
a PDR of B3 has been assigned, one notch below the Corporate
Family rating.

JHT Holdings, Inc., based in Kenosha, Wisconsin, is a service
provider to North American manufacturers of commercial vehicles.
The company is expected to generate 2006 revenues of roughly
$500 million and has approximately 3,000 employees.


KAISER ALUMINUM: Earns $14.3 Million in Quarter Ended September 30
------------------------------------------------------------------
In its financial report on Form 10-Q submitted to the U.S.
Securities and Exchange Commission, Kaiser Aluminum Corporation
reported net income of $14,300,000 for the three months ended
Sept. 30, 2006, compared to net income of $16,600,000 for the same
period in 2005.

The company additionally reported a $3,100,000,000 non-cash gain
associated with the implementation of its plan of reorganization
and fresh-start accounting.

Kaiser reported operating income of $21,700,000 for the third
quarter 2006, which compares to $19,700,000 for the prior year
quarter.  Operating income for the nine months of 2006 totaled
$74,100,000 compared to $45,500,000 in the same period of 2005.

Net sales for the third quarter of 2006 increased by 22% to
$331,400,000, compared to $271,600,000 for the third quarter of
2005.  Net sales for the first nine months of 2006 increased by
25% to $1,000,000,000 compared to $815,900,000 for the same period
the previous year.  Both periods reflected increased shipments and
significantly higher metal prices.

"The company continues to deliver strong results leveraging the
broad-based demand for our fabricated products, especially for
aerospace and high strength applications," said Jack A. Hockema,
chairman, president, and chief executive officer of Kaiser
Aluminum.

                 Fabricated Products Division

Operating income in the fabricated products division totaled
$29,000,000 for the third quarter of 2006 compared with
$26,000,000 for the same period in 2005.  The third quarter
results improved 13% from what was a very strong quarter in 2005.
Slightly higher shipments and continuing stronger conversion
prices contributed about $5,000,000 to the improvement.

In addition, operating income improved around $2,000,000 in the
current period due to lower depreciation as the company
implemented fresh start accounting.  This was offset somewhat by
higher than normal major maintenance spending and other costs.

"Our third quarter 2006 operating income compares favorably to the
same quarter in 2005 which is especially impressive given that
last year's results were driven by a dramatic increase in plate
sales," added Mr. Hockema.  "Heat treat plate demand remains at
unprecedented levels and we expect this trend to continue."

For the first nine months of 2006, operating income in the
fabricated products division totaled $90,000,000 compared with
$66,000,000 for the same period in 2005.  The significant
improvement in operating results for the nine-month period
reflects higher shipments, stronger conversion prices and
favorable scrap raw material costs offset by unfavorable energy
and non-run-rate costs.

                   Primary Products Division

Operating income in the primary products segment, which includes
the non-core Anglesey operations, totaled $3,000,000 for the third
quarter, around $2,000,000 below the third quarter 2005.

Operating income in the primary products segment totaled
$15,000,000 for the first nine months of 2006, an approximate
$2,000,000 increase over the same period in 2005.  Favorable
impacts from rising ingot prices were largely offset by firm price
commitments to the fabricated products business in both periods.

Additionally, the 2006 periods reflected adverse impacts in both
power and alumina costs.  The results also included the following
non-run-rate items:

   -- Mark-to-market gains on hedging-related derivative
      transactions for the third quarter of $1,000,000 compared
      with a loss of $1,000,000 for the 2005 period; and

   -- Mark-to-market gains on hedging-related derivative
      transactions for the first nine months of $8,000,000
      compared with a loss of $5,000,000 for the 2005 period.

                      Trentwood Facility

The company previously announced a further expansion at its
Trentwood facility, increasing plate capacity and capabilities.
The first phase of this project is now operating at full
production.  The second phase is expected to be fully operational
by mid 2007, and the entire project by early 2008.

"The Trentwood expansion enjoys broad and strong customer support,
and we are pleased to have added several new multi-year supply
contracts," added Mr. Hockema.  "The additional capacity created
by this expansion will increase our ability to serve our
customers."

                        Post-Bankruptcy

Upon emergence from its Chapter 11 proceedings on July 6, 2006,
the company adopted fresh-start accounting as required by
American Institute of Certified Professional Accountants
Statement of Position 90-7, and a significant amount of
liabilities subject to compromise were relieved.

As more fully discussed in the company's Form 10-Q, these changes
make the historic financial statements for the periods prior to
emergence difficult to compare to the financial statements
presented on or after emergence.

A full-text copy of Kaiser's Third Quarter 2006 Report is
available for free at http://researcharchives.com/t/s?153a

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
Feb. 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts.  Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.
The Debtors' Chapter 11 Plan became effective on July 6, 2006, and
the company emerged from Chapter 11.  On June 30, 2004, the
Debtors listed $1.619 billion in assets and $3.396 billion in
debts.  (Kaiser Bankruptcy News, Issue No. 107; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
609/392-0900)


KAISER ALUMINUM: Asks Court to Reduce Law Debenture Trust's Claims
------------------------------------------------------------------
Reorganized Kaiser Aluminum Corporation and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
reduce the Law Debenture Claim to $427,200,000.

In December 2002, State Street Bank and Trust Company, a
predecessor indenture trustee for Kaiser Aluminum & Chemical
Corporation's 12-3/4% Senior Subordinated Notes due 2003, filed
eight proofs of claim against KACC and certain of its affiliates.
The claims asserted general unsecured status, each in the
aggregate amount of $427,213,838.

Pursuant to their reorganization plan, the aggregate allowed
amount of all claims against the Reorganized Debtors in respect of
the Senior Subordinated Notes and the Senior Subordinated Note
Indenture was set at $427,200,000.

Under the Court order confirming the Plan, each of the non-
Canadian Reorganized Debtors was substantively consolidated.
Thus, one claim of State Street was deemed to be a surviving claim
and was allowed for $427,200,000.

In February 2006, Law Debenture Trust Company of New York, the
current indenture trustee for the Senior Subordinated Notes, filed
Claim No. 16607 against KACC asserting a general unsecured claim
for $432,390,511 in respect of the Senior Subordinated Notes and
the Senior Subordinated Note Indenture.

On the face of Claim No. 16607, Law Debenture indicated that it
was amending the State Street Claim.  Except for the inclusion of
$5,176,674 in postpetition fees and expenses incurred by State
Street's agent U.S. Bank N.A. and Law Debenture, Claim No. 16607
is entirely duplicative of the State Street Claim, Kimberly D.
Newmarch, Esq., at Richards, Layton & Finger in Wilmington,
Delaware, tells the Court.

Ms. Newmarch notes that a provision in the Reorganized Debtors'
Plan specifically limited the aggregate allowed amount of all
claims in respect of the Senior Subordinated Notes and the Senior
Subordinated Note Indenture.

Ms. Newmarch also points out that the portion of the Law
Debenture Claim in respect of postpetition fees and expenses is
not allowable because general unsecured creditors cannot recover
postpetition fees and costs.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
Feb. 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts.  Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.
The Debtors' Chapter 11 Plan became effective on July 6, 2006.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 107;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 609/392-0900)


KINETEK INC: S&P Lifts Corporate Credit Rating to B from B-
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Kinetek Inc. to 'B' from 'B-', and removed it from
CreditWatch with developing implications, where it was placed
Sept. 13, 2006.

The outlook is stable.

As the same time, Standard & Poor's affirmed its 'B' bank loan
rating and recovery rating of '2' on Kinetek's $270 million first-
lien credit facilities, and its 'CCC+' bank loan rating and a
recovery rating of '5' on the company's $95 million second-lien
credit facilities.  The company's $270 million senior notes due
Nov. 15, 2006, were repaid at maturity, and the rating on these
notes has been withdrawn.

"The upgrade reflects the completion of the acquisition of Kinetek
by The Resolute Fund LP, and the company's improved liquidity
position," said Standard & Poor's credit analyst Gregoire Buet.


LB-UBS: S&P Places Preliminary Low-B Ratings on 6 Cert Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to LB-UBS Commercial Mortgage Trust 2006-C7's
$3.04 billion commercial mortgage pass-through certificates series
2006-C7.

The preliminary ratings are based on information as of Nov. 16,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying mortgage loans, and the
geographic and property type diversity of the loans. Standard &
Poor's analysis determined that, on a weighted average basis, the
pool has a debt service coverage of 1.4x, a beginning LTV of
96.8%, and an ending LTV of 92.2%.

                   Preliminary Ratings Assigned

              LB-UBS Commercial Mortgage Trust 2006-C7

  Class            Rating       Preliminary    Recommended
                                amount         credit support
                                               (%)
  -----            ------       -----------    --------------
  A-1              AAA          $40,000,000     30.000
  A-2              AAA          $624,000,000    30.000
  A-AB             AAA          $54,000,000     30.000
  A-3              AAA          $960,735,000    30.000
  A-1A             AAA          $452,301,000    30.000
  A-M              AAA          $304,433,000    20.000
  A-J              AAA          $296,823,000    10.250
  B                AA+          $22,833,000      9.500
  C                AA           $30,443,000      8.500
  D                AA-          $30,444,000      7.500
  E                A+           $26,638,000      6.625
  F                A            $26,638,000      5.750
  X-CP*            AAA          $2,876,716,000   N/A
  X-CL*            AAA          $3,044,337,469   N/A
  G                A-           $26,638,000      4.875
  H                BBB+         $30,443,000      3.875
  J                BBB          $26,638,000      3.000
  K                BBB-         $26,638,000      2.125
  L                BB+          $7,611,000       1.875
  M                BB           $3,805,000       1.750
  N                BB-          $11,416,000      1.375
  P                B+           $3,806,000       1.250
  Q                B            $3,805,000       1.125
  S                B-           $3,806,000       1.000
  T                NR           $30,443,469      N/A

*Interest-only class with a notional amount. N/A--Not applicable.
NR--Not rated.


LIMITED BRANDS: Inks Pact to Buy All Outstanding La Senza Shares
----------------------------------------------------------------
Limited Brands, Inc., and La Senza Corporation have executed a
definitive support agreement, under which the Company agreed to
purchase all outstanding shares of La Senza.

The Company, through an indirect wholly-owned subsidiary, has
agreed to make an offer to acquire all of the issued and
outstanding subordinate voting shares of La Senza, including
subordinate voting shares issued upon conversion of the
outstanding multiple voting shares and issued upon the exercise of
outstanding options, at a price of CDN$48.25 per share.

Irv Teitelbaum, Stephen Gross and Laurence Lewin, and their
beneficial interests, together with all of the other holders of
multiple voting shares, have entered into a hard lock-up agreement
that expires on June 30, 2007, which provides that they will
deposit all of their subordinate voting shares, including those
issued upon conversion of all of the multiple voting shares held
by them, to the offer.  The shares subject to the lock-up
agreement total 7,120,535 shares, which represent 48% of the fully
diluted shares post conversion.

The offer will be subject to a number of conditions, including
that the number of validly deposited subordinate voting shares
under the offer constitute at least 66-2/3% of the issued and
outstanding subordinate voting shares on a fully diluted basis.
The minimum condition cannot be waived.  If the number of shares
offered meet the minimum tender condition, the Company, agreed to
pursue lawful means of acquiring the remaining shares, including
through a subsequent acquisition transaction.  The proposed
transaction is expected to close mid-January 2007.

The Company disclosed that the definitive support agreement with
La Senza, among other things, provides that La Senza will support
the tender offer and for a non-solicitation covenant on the part
of La Senza.  The agreement also allows La Senza to declare and
pay its regular quarterly dividend.

The Company also disclosed that the Board of Directors of La Senza
has determined unanimously that the Offer is fair to all holders
of subordinate voting shares and has resolved unanimously to
recommend that all holders of subordinate voting shares, other
than the locked-up shareholders, accept the Offer.

The proposed transaction has an equity value of approximately
CDN$710 million or $628 million.  The offer price represents a
premium of 47.8% based on the C$32.65 closing price for La Senza
shares on the Toronto Stock Exchange on Nov. 14, 2006.

The Company further disclosed that Irv Teitelbaum, chairman and
chief executive officer, Stephen Gross, vice chairman, and
Laurence Lewin, president and chief operating officer, will remain
in their respective positions and La Senza will remain
headquartered in Montreal.

The proposed transaction is equivalent to an enterprise value of
$568 million after taking into account the cash, securities and
debt on La Senza's balance sheet as of July 29, 2006.

Banc of America Securities and Financo, Inc. served as financial
advisors and Davis Polk & Wardwell and Osler, Hoskin & Harcourt,
LLP as legal advisors for Limited Brands.  Davies Ward Phillips &
Vineberg LLP served as legal advisors to La Senza and Stikeman
Elliott LLP was legal advisor to the locked up shareholders.
Scotia Capital Inc. provided a fairness opinion with respect to
the transaction to the Board of Directors of La Senza.

                      About La Senza Corp.

La Senza Corporation (TSX: LSZ) -- http://www.lasenza.com-- owns
and operates 318 La Senza Lingerie, La Senza Express, La Senza
Spirit and La Senza Girl stores throughout Canada.  In addition a
further 327 La Senza and La Senza Girl stores are operated in 34
other countries in the world through corporate licensing and co-
operation agreements.

                      About Limited Brands
,
Headquartered in Columbus, Ohio, Limited Brands, Inc., (NYSE: LTD)
-- http://www.cleveland-cliffs.com-- operates about 3,534
specialty stores under the Victoria's Secret, Bath & Body Works,
Express, Limited Stores, White Barn Candle Co. and Henri Bendel
names, and sells products online.  Revenues for the twelve months
ended in July 29, 2006 exceeded $9.9 billion.  La Senza owns and
operates 318 stores in Canada, and licensees operate a further 327
stores in 34 other countries.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2006
Moody's Investors Service affirmed the ratings of Limited Brands,
Inc.  The Company's senior unsecured debt was affirmed at Baa2;
Senior unsecured shelf at (P)Baa2; Subordinated shelf at (P)Baa3;
Preferred shelf at (P)Ba1 and Commercial paper at Prime-2.  The
rating outlook remains negative.


M. FABRIKANT & SONS: Files Chapter 11 Petition in New York
----------------------------------------------------------
M. Fabrikant & Sons, Inc., together with its domestic subsidiary,
Fabrikant-Leer International, Ltd., filed voluntary petitions for
relief under Chapter 11 of the U.S. Bankruptcy Code.  The
Company's foreign and domestic affiliates were not included in the
Chapter 11 filing.

The Company is expected to continue to operate its business during
the pendency of this Chapter 11 case as a debtor in possession
under the Bankruptcy Code.  The Company expects a smooth
transition into Chapter 11, with all of its facilities expected to
remain open on normal schedules.

Fabrikant has negotiated financing arrangements with its senior
secured lenders that remain subject to court approval.  Using the
Chapter 11 process, Fabrikant plans to continue to pay employee
wages and benefits and to honor the customer fulfillment
obligations and programs for which the Company has become so well
known, and to make uninterrupted payments to suppliers for goods
and services.

In addition, the Company continues to actively pursue a full range
of strategic alternatives, including the sale or refinancing of
the firm.  Fabrikant believes that its Chapter 11 proceedings
currently provide the best opportunity to maximize the value of
its assets and its business for all stakeholders.

Headquartered in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells & distributes diamonds and
jewelries.  Established in 1895, the Company is one of the oldest
diamond and jewelry wholesaler in the world.


M. FABRIKANT & SONS: Case Summary & 45 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: M. Fabrikant & Sons, Inc.
             One Rockefeller Plaza
             New York, NY 10020

Bankruptcy Case No.: 06-12737

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Fabrikant-Leer International, Ltd.         06-12739

Type of Business: The Debtors sell diamonds and jewelry.
                  See http://www.fabrikant.com/

Chapter 11 Petition Date: November 17, 2006

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Mitchel H. Perkiel, Esq.
                  Troutman Sanders LLP
                  405 Lexington Avenue
                  New York, NY 10174
                  Tel: (212) 704-6016
                  Fax: (212) 704-6288

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million


A. M. Fabrikant & Sons, Inc.'s 25 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
ABN AMRO Bank N.V.            Bank Debt              $13,854,000
Pelikannstraat Street 70-76
2018 Antwerpen, Belgium

Antwerpse Diamanbank NV       Bank Debt               $8,804,000
Pelikannstraat 54
B-2018 Antwerpen 1

Union Bank of Israel          Bank Debt               $7,870,000
Diamond Exchange Branch
3 Jabotinski Street
P.O. Box 3006
Ramat Gan 52310
Israel

H. Dipak & Co.                Trade Debt              $5,671,876
D-10, Road No-21, MIDC
Andheri (E)
Mumbai, 400 063
India

Blue Star                     Trade Debt              $5,554,113
312A Prasad Chambers,
Opera House
Mumbai, 400 004
India

Hong Kong & Shanghai          Bank Debt               $4,509,000
Banking Corporation Limited
HSBS Main Building
1 Queen Road Central
Hong Kong

Israel Discount Bank          Bank Debt               $3,396,000
Diamond Exchange Branch
3 Jabotinski Street
Ramat Gan 52310
Israel

K. Girdharlal International   Trade Debt              $2,288,357
Pvt Ltd
1003 Panchratna, Opera House
Mumbai, 400 004
India

K P Sanghvi & Sons            Trade Debt              $1,807,075
1301 Prasad Chambers
Opera House
Mumbai 400 004
India

Bhavani Gems                  Trade Debt              $1,479,016
101 Prasad Chambers
M.P. Marg, Opera House,
Bombay, 400 004
India

Disons Gems, Inc.             Trade Debt              $1,341,372
22 West 48th Street
Suite #300
New York, NY 10036

Chaim Ausch Diamonds          Trade Debt              $1,165,743
18 East 48th Street
4th Floor
New York, NY 10017

Laxmi Diamond                 Trade Debt              $1,052,886
416 Prasad Chamber,
Opera House
Mumbai, 400 004
India

K.G.K. Enterprises            Trade Debt                $499,173
647 - A Panchratna
Opera House
Mumbai, 400 004
India

M. Suresh & Co. Pvt. Ltd.     Trade Debt                $470,593
419 Parekh Market,
Opera House
Mumbai, 400 004
India

Kiran Exports                 Trade Debt                $439,266
109 Prasad Chambers
Opera House
Mumbai, 400 004
India

Dhanraj Dhadda Exports        Trade Debt                $400,147
1208 Panchratna
Opera house
Mumbai, 400 004
India

Shree Ramkrishna Export       Trade Debt                $392,461
214 Prasad Chambers
Opera House
Mumbai, 400 004
India

Bluerays, Inc.                Trade Debt                $377,325
22 West 48th Street
Suite #1006
New York, NY 10036

Impex Diamonds                Trade Debt                $317,658
302 Dharam Place
100/103 Hughes Road
Mumbai, 400 007
India

Asian Star Company Ltd.       Trade Debt                $308,295
114 Mittal Court-C
Nariman Point
Mumbai, 400 021
India

Schain Leifer Guralnick       Trade Debt                $281,031
10 East 40th Street
Suite 2710
New York, NY 10016-0348

Enlink Inc.                   Trade Debt                $250,078
10 Parsonage Road
Suite 312
Edison, NJ 08837

Diashine Exports              Trade Debt                $232,639
2504 Panchratna
Opera house
Mumbai, 400 004
India

EMA                           Trade Debt                $203,476
Molla Fenari MH.
Vezirhan CD. #42/47
Cerberlitas 34120
Istanbul, Turkey


B. Fabrikant-Leer International, Ltd.'s 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Vaishali Diamond Corp.        Trade Debt              $2,043,674
579 Fifth Avenue
Suite 1475
New York, NY 10017

Providence Chain Co.          Trade Debt                $362,617
225 Carolina Avenue
Providence, RI 02905-4538

Gramercy Jewelry Mfg. Corp.   Trade Debt                $214,755
115 West 30th Street
10th Floor
new York, NY 10001

National Stampcast, Inc.      Trade Debt                $208,424
15 West 37th Street
New York, NY 10018

Findings, Incorporated        Trade Debt                $200,700
P.O. Box 847440
Boston, MA 02284-7440

M&Z Creations, Ltd.           Trade Debt                $155,895
dba Ordan Corp.
Suite 201
New York, NY 10036

JAH Advisors Inc.             Services                  $109,600
1350 South Grandstaff
Auburn, IN 46706

International Gemmological    Trade Debt                 $85,957
Institute
589 Fifth Avenue
4th Floor
New York, NY 10017

J.S.A. Jewelry, Inc.          Trade Debt                 $81,510
10 West 47th Street, #1307
New York, NY 10036

C.D. Jewels                   Trade Debt                 $80,450
576 Fifth Avenue
Suite 200-B
New York, NY 10036

Leo Wolleman, Inc.            Trade Debt                 $75,180
45 West 45th Street
10th Floor
New York, NY 10036

Manufacturing USA Ent., Inc.  Trade Debt                 $73,778
632 Irving Avenue
Glendale, CA 91201

BK Jewelry Contractors, Inc.  Trade Debt                 $63,411
64 West 48th Street
Suite #600
New York, NY 10036

Companion Trading Co., Inc.   Trade Debt                 $60,313
P.O. Box 580002
Flushing, NY 11358

R.S. Importing Ltd.           Trade Debt                 $59,804
2 West 46th Street
Suite 407
New York, NY 10036

Keystone Findings, Inc.       Trade Debt                 $46,561
600 Emlen Way
Telford, PA 18969

Fremada Gold Inc. '04         Trade Debt                 $40,505
2 West 45th Street
Suite 1605
New York, NY 10036

Limited Parcel Service        Services                   $35,255
P.O. Box 7247-0244
Philadelphia, PA 19170-0001

Pacific Northern, Inc.        Trade Debt                 $30,707
3116 Belmeade Drive
Carrollton, TX 75006

Real Gems, Inc.               Trade Debt                 $29,245
18 East 48th Street
Room 801
New York, NY 10017


MOHEGAN TRIBAL: S&P Cuts Issuer Credit Rating to BB- from BB
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on casino
owner and operator Mohegan Tribal Gaming Authority, including its
issuer credit rating to 'BB-' from 'BB'.

Concurrently, the rating agency assigned a 'BB-' rating to the
proposed $1 billion senior secured credit facility due five years
from closing.  Net proceeds from the proposed bank facility are
expected to be used to refinance existing debt and to fund capital
spending plans, which will include the build-out of its
Pocono Downs facility in Pennsylvania and to fund a sizeable
expansion at Mohegan Sun casino.

The outlook is stable.

As of June 30, 2006, total debt outstanding was about
$1.3 billion, including roughly $115 million of priority debt at
the Tribal level.  Results for MTGA's fiscal year ended Sept. 30,
2006, period have not yet been released.

The downgrade was after the Tribe's report that it plans to embark
on a $740 million Phase III expansion at Mohegan Sun, which will
include a 1,000-room hotel tower, additional gaming space, about
7,000 additional parking spaces, and various entertainment,
restaurant, and retail amenities.

"We believe the additional hotel rooms and expanded amenities will
be important drivers of demand for the property in the coming
years.  Still, leverage, as measured by total debt to EBITDA, was
already expected to weaken over the next couple of years as the
Tribe invests in its permanent facility at Pocono Downs," said
Standard & Poor's credit analyst Peggy Hwan Hebard.

While peak leverage will be weak for the new ratings, the rating
agency would expect this measure to improve starting in 2010.


MOSAIC COMPANY: Prices Units' Offer to Buy $1.5-Bil of Sr. Debts
----------------------------------------------------------------
The Mosaic Company has priced the previously announced tender
offers and consent solicitations by its subsidiary Mosaic Global
Holdings Inc. to purchase for cash any and all of its 6.875%
Debentures due 2007, 10.875% Senior Notes due 2008, 11.250% Senior
Notes due 2011, and 10.875% Senior Notes due 2013 and by its
subsidiary Phosphate Acquisition Partners L.P. to purchase for
cash any and all of its 7% Senior Notes due 2008.

The terms of the tender offers and consent solicitations for the
debt securities are detailed in Mosaic Global Holdings Inc.'s and
Phosphate Acquisition Partners L.P.'s respective Offer to Purchase
and Consent Solicitation Statements, each dated Oct. 31, 2006.

The total consideration for each $1,000 principal amount of the
2011 Notes validly tendered and not withdrawn at or prior to 5:00
p.m. New York time on Nov. 14, 2006 is $1,058.75, which includes a
consent payment of $2.50.

The total consideration for each of the remaining senior notes and
debentures validly tendered and not withdrawn at or prior to the
Consent Date was determined as of 2:00 p.m., New York City time,
on Nov. 14, 2006, using the yield on the applicable U.S. Treasury
Security, as calculated by the Dealer Manager and Solicitation
Agent in accordance with standard market practice, based on the
bid-side price for such applicable U.S. Treasury Note.

The total consideration for each $1,000 principal amount of the
2007 Debentures validly tendered prior to the Consent Date was
determined using the yield on the 3-7/8% U.S. Treasury Security
due July 31, 2007 at the Time of Pricing plus a fixed spread of 50
basis points.  The yield on the 3-7/8% U.S. Treasury Security at
the Time of Pricing was 5.047%.  Accordingly, the total
consideration, excluding accrued and unpaid interest, for each
$1,000 principal amount of 2007 Debentures validly tendered and
not withdrawn at or prior to the Consent Date is $1,007.93, which
includes a consent payment of $30.00.  The tender offer
consideration, excluding accrued and unpaid interest, for each
$1,000 principal amount of 2007 Debentures validly tendered after
the Consent Date but at or before the "Expiration Date" is
$977.93, which equals the total consideration less the consent
payment.

The total consideration for each $1,000 principal amount of the
MGH 2008 Notes validly tendered prior to the Consent Date was
determined using the yield on the 4-7/8% U.S. Treasury Security
due May 31, 2008 at the Time of Pricing plus a fixed spread of 50
basis points.  The yield on the 4-7/8% U.S. Treasury Security at
the Time of Pricing was 4.810%.  Accordingly, the total
consideration, excluding accrued and unpaid interest, for each
$1,000 principal amount of MGH 2008 Notes validly tendered and not
withdrawn at or prior to the Consent Date is $1,079.23, which
includes a consent payment of $30.00.  The tender offer
consideration, excluding accrued and unpaid interest, for each
$1,000 principal amount of MGH 2008 Notes validly tendered after
the Consent Date but at or before the Expiration Date is
$1,049.23, which equals the total consideration less the consent
payment.

The total consideration for each $1,000 principal amount of the
2013 Notes validly tendered prior to the Consent Date was
determined using the yield on the 3-1/4% U.S. Treasury Security
due August 15, 2008 at the Time of Pricing plus a fixed spread of
50 basis points.  The yield on the 3-1/4% U.S. Treasury Security
at the Time of Pricing was 4.753%.  Accordingly, the total
consideration, excluding accrued and unpaid interest, for each
$1,000 principal amount of 2013 Notes validly tendered and not
withdrawn at or prior to the Consent Date is $1,138.33, which
includes a consent payment of $30.00.  The tender offer
consideration, excluding accrued and unpaid interest, for each
$1,000 principal amount of 2013 Notes validly tendered after the
Consent Date but at or before the Expiration Date is $1,108.33,
which equals the total consideration less the consent payment.

The total consideration for each $1,000 principal amount of the
PAP 2008 Notes validly tendered prior to the Consent Date was
determined using the yield on the 3% U.S. Treasury Security due
February 15, 2008 at the Time of Pricing plus a fixed spread of 30
basis points.  The yield on the 3% U.S. Treasury Security at the
Time of Pricing was 4.900%.  Accordingly, the total consideration,
excluding accrued and unpaid interest, for each $1,000 principal
amount of the PAP 2008 Notes validly tendered and not withdrawn at
or prior to the Consent Date is $1,020.66, which includes a
consent payment of $30.00.  The tender offer consideration,
excluding accrued and unpaid interest, for each $1,000 principal
amount of the PAP 2008 Notes validly tendered after the Consent
Date but at or before the Expiration Date is $990.66, which equals
the total consideration less the consent payment.

The offers will expire at midnight, New York City time, on
November 29, 2006, unless extended by Mosaic Global Holdings or
Phosphate Acquisition Partners, as applicable, in its sole
discretion.  The consummation of the tender offers is subject to
several conditions, including the receipt of net proceeds from
financings sufficient to pay for Senior Notes and Debentures
accepted in the tender offers.  Senior Notes and Debentures
tendered prior to the Consent Date may not be withdrawn after the
Consent Date unless Mosaic Global Holdings or Phosphate
Acquisition Partners, as applicable, reduces the amount of the
tender offer consideration, the consent payment or the principal
amount of Senior Notes or Debentures subject to the offers or is
otherwise required by law to permit withdrawal.

The offers are made upon the terms and subject to the conditions
set forth in the Offers to Purchase and Consent Solicitation
Statements dated October 31, 2006 that have been distributed to
registered holders of the debt securities.  Copies of the Offer to
Purchase and Consent Solicitation Statements can be obtained from:

      MacKenzie Partners, Inc.
      Attention: Jeanne Carr or Simon Coope
      Phone: (800) 322-2885

None of The Mosaic Company, Mosaic Global Holdings Inc., Phosphate
Acquisition Partners L.P., J.P. Morgan Securities Inc., as the
Dealer Manager and Solicitation Agent, or the Information
Agent/Depositary makes any recommendation as to whether or not
holders should sell their Senior Notes or Debentures pursuant to
the offers, and no one has been authorized by any of them to make
such a recommendation.  Holders must make their own decision as to
whether to sell Senior Notes and Debentures, and if so, the
principal amount of Senior Notes and Debentures to sell.

Questions concerning the terms of the offers may be directed to:

     J.P. Morgan Securities Inc.
     Dealer Manager and Solicitation Agent
     Attention: Laura Yachimski
     Phone: (212) 270-3994 (call collect)

Questions concerning procedures regarding the offers may be
directed to MacKenzie Partners.

                     About The Mosaic Company

The Mosaic Company -- http://www.mosaicco.com/-- produces and
markets concentrated phosphate and potash crop nutrients.  For the
global agriculture industry, Mosaic is a single source of
phosphates, potash, nitrogen fertilizers and feed ingredients

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Standard & Poor's Ratings Services revised its outlook on The
Mosaic Co. to negative from stable.  Standard & Poor's affirmed
its 'BB' long-term and 'B-1' short-term corporate credit ratings
on the company.

As reported in the Troubled Company Reporter on Nov. 9, 2006,
Fitch assigned a 'BB' rating to The Mosaic Company's proposed
senior unsecured notes due 2014 and 2016 and a 'BB+' rating to the
company's proposed senior secured term loans.  The ratings
affected approximately $950 million of new senior notes and
$1.05 billion of new term loans.

As reported in the Troubled Company Reporter on Nov 9, 2006,
Moody's Investors Service assigned Ba1 ratings to The Mosaic
Company's proposed new $1.05 billion guaranteed senior secured
credit facilities.  Moody's also assigned B1 ratings to $900
million of proposed senior unsecured debt.  Mosaic's Ba3 corporate
family rating was affirmed but the ratings of the existing
revolver and the term loan A were downgraded to Ba1 from Baa3 and
those of the existing senior unsecured debt lowered to B1 from Ba3
in accordance with the LGD methodology.  The ratings outlook is
stable.


NEMI NORTHERN: Supreme Ct. Grants Stay of Proceedings Under CCAA
----------------------------------------------------------------
NEMI Northern Energy & Mining Inc. has been granted an order, on
Nov. 16, 2006, by the British Columbia Supreme Court extending the
stay of proceedings under the Companies' Creditors Arrangement Act
until Dec. 28, 2006, and establishing the procedure whereby NEMI
will complete its restructuring under the CCAA and the transfer of
assets to a partnership to be formed by NEMI, Anglo Coal Canada
Inc. and Hillsborough Resources Limited.

                NEMI Interest Transfer Agreement

NEMI signed an agreement with Anglo, HLB and Western Canadian Coal
Corp. pursuant to which WCC consents to the transfer of NEMI's
interest in the Belcourt Saxon Limited Partnership to the
partnership to be formed by NEMI, Anglo and HLB.  The Agreement
also sets the platform for advancing the Belcourt Saxon work
program and funding on a going-forward basis, once NEMI's interest
has been transferred to the Partnership.

In addition, the Agreement provides a mechanism to resolve the
issue of whether a break fee is payable by NEMI in connection with
the termination of the merger transaction between NEMI and WCC.
WCC has advised NEMI that it will not be proceeding with the
merger transaction and NEMI takes the position that no break fee
is payable.  Under the Agreement, NEMI and WCC have agreed that
this issue will be resolved by an independent expert to be
appointed by NEMI and WCC within 10 days of the closing of the
transfer of NEMI's assets to the Partnership.  The determination
of the independent expert is due within 30 days of the independent
expert's appointment.

Based in Vancouver, British Columbia, NEMI Northern Energy &
Mining Inc. (TSX:NNE.a) -- http://www.nemi-energy.com/-- is a
coal company focused on the exploration, development, and mining
of its Northeast BC metallurgical coal properties.


NEOMEDIA TECH: Posts $30.9 Million Net Loss in 2006 Third Quarter
-----------------------------------------------------------------
NeoMedia Technologies Inc. filed its financial statements for the
third quarter ended Sept. 30, 2006, with the Securities and
Exchange Commission on Nov. 9, 2006.

In 2006, NeoMedia implemented an aggressive growth strategy aimed
at penetrating the rapidly evolving mobile marketing industry,
through the acquisition of Mobot Inc., Gavitec AG, 12Snap AG, and
Sponge Ltd.

                       Results of Operations

Net Sales

Total net sales from continuing operations for the three months
ended Sept. 30, 2006, were $6,249,000, which represented a
$6,056,000, or 3,138%, increase from $193,000 for the three months
ended Sept. 30, 2005.  This increase resulted from (i) $6,067,000
net sales from subsidiaries Mobot Inc., Sponge Ltd., Gavitec AG,
12Snap AG, and BSD Software Inc., all of which were acquired
during the first quarter of 2006, offset by a (ii) decrease of
$7,000 in net sales from the Company's underlying business
represented by qode(R) and NeoMedia's legacy software products.

Cost of Sales

Cost of technology services, products, and licenses fees were
$4,112,000 for the three months ended Sept. 30, 2006, compared
with $116,000 for the three months ended Sept. 30, 2006, an
increase of $3,996,000, or 3,445%.  This increase resulted from
(i) $3,523,000 product and service related cost of sales from
subsidiaries Mobot, Sponge, Gavitec, 12Snap and BSD, all of which
were acquired during the first quarter of 2006, (ii) amortization
of $519,000 of intangible assets relating to the acquisitions of
Mobot, Sponge, Gavitec, 12Snap and BSD, offset by (iii) a decrease
of $46,000 in cost of sales from the Company's underlying business
represented by qode(R) and NeoMedia's legacy software products.

Write-off of Deferred Equity Financing Costs

During the three months ended Sept. 30, 2006, NeoMedia incurred a
charge of $13,256,000 to write off deferred equity financing costs
related to the 2005 SEDA.  No comparable charges were taken during
the three months ended Sept. 30, 2005.

Net loss

The net loss for the three months ended Sept. 30, 2006, was
$30,909,000, which represented a $28,959,000, or 1,485% increase
from a $1,950,000 loss for the three months ended Sept. 30, 2005.

This increased net loss resulted from:

   (a) $9,271,000 expense from the change in fair value from
       revaluation of warrants and embedded conversion features
       associated with the preferred stock and convertible
       debenture financing,

   (b) $13,256,000 charge to write off deferred equity financing
       costs associated with the 2005 SEDA,

   (c) $2,390,000 increase to stock based compensation expense as
       a result of the adoption of SFAS 123(R) on Jan. 1, 2006,

   (d) $1,105,000 loss from subsidiaries Mobot, Sponge, Gavitec,
       12Snap and BSD, all of which were acquired during the first
       quarter of 2006,

   (e) $653,000 bad debt reserve for the Micro Paint customer in
       China, and

   (f) $2,284,000 increased loss from the Company's underlying
       business represented by qode(R), NeoMedia's legacy software
       products, and corporate administration.

                           Balance Sheet

At Sept. 30, 2006, the Company's balance sheet showed
$87.822 million in total assets, $44.037 million in total
liabilities, $2.931 million in preferred stock, and
$40.854 million in total shareholders' equity.  The Company had
$4.227 million in shareholders' equity at Dec. 31, 2005.

The Company's September 30 balance sheet showed strained
liquidity with $13.742 million in total assets available to pay
$43.964 million in total current liabilities.

        Standby Equity Distribution Agreements with Cornell

NeoMedia and Cornell entered into a $20 million Standby Equity
Distribution Agreement on Oct. 27, 2003.  The agreement provided
for a maximum draw of $280,000 per week, not to exceed $840,000 in
any 30-day period, and Cornell was obligated to purchase up to
$20 million of the Company's common stock over a two-year period.

The SEDA became effective during January 2004, and expired after
a two-year term in January 2006.  During the nine months ended
Sept. 30, 2006, and 2005, NeoMedia sold 751,880 and 19,337,119
shares of its common stock to Cornell pursuant to the 2003 SEDA.

NeoMedia and Cornell entered on March 30, 2005, into a Standby
Equity Distribution Agreement known as the 2005 SEDA under which
Cornell agreed to purchase up to $100 million of NeoMedia common
stock over a two-year period, with the timing and amount of the
purchase at NeoMedia's discretion.

The maximum amount of each purchase would be $2,000,000 with a
minimum of five business days between advances.  The shares would
be valued at 98% of the lowest closing bid price during the five-
day period following the delivery of a notice of purchase by
NeoMedia, and NeoMedia would pay 5% of the gross proceeds of each
purchase to Cornell.

Based on NeoMedia's current market capitalization and other
outstanding securities, NeoMedia does not believe that the 2005
SEDA is currently a viable source of financing.

As a commitment fee for Cornell to enter into the 2005 SEDA,
NeoMedia issued 50 million warrants to Cornell with an exercise
price of $0.20 per share for a term of three years, and also paid
a cash commitment fee of $1 million.

During the nine months ended Sept. 30, 2006, Cornell exercised
40 million of the warrants, generating cash proceeds of $8 million
to NeoMedia.

During August 2006, in connection with the Convertible Debenture,
NeoMedia repriced the remaining 2 million warrants to an exercise
price of $0.10 per share.

NeoMedia also issued 4 million warrants with an exercise price of
$0.227 to a consultant as a fee in connection with the 2005 SEDA,
which have not been exercised.

NeoMedia recorded the $13,256,000 fair value of the warrants to
"Deferred equity financing costs" at inception.  This amount was
written off during the three months ended Sept. 30, 2006, because
the Company believes that it can no longer consider the SEDA a
viable financing source due to the requirements of the preferred
stock financing and the debenture financing.

                 Sale of Micro Paint Business Unit

NeoMedia signed on Aug. 30, 2006, a non-binding letter of intent
to sell its Micro Paint Repair business unit to Jose Sada, a
technology partner of NeoMedia Micro Paint Repair, backed by
Global Emerging Markets Group of New York City.  The letter of
intent calls for consummation of the transaction on or before
Nov. 24, 2006.

As a result of the pending sale, the operations of the NeoMedia
Micro Paint Repair business unit have been classified as
discontinued operations on the accompanying consolidated
statements of operations for the three and nine months ended
Sept. 30, 2006, and 2005, and the assets and liabilities of the
business unit have been classified as assets held for sale and
liabilities held for sale on the accompanying consolidated balance
sheets as of Sept. 30, 2006, and Dec. 31, 2005.

Loss from these discontinued operations was $1,620,000 and
$381,000 for the three months ended Sept. 30, 2006, and 2005,
respectively, and $2,826,000 and $1,307,000 for the nine months
ended Sept. 30, 2006, and 2005, respectively.

The carrying value of assets held for sale was $3,451,000 and
$4,058,000 as of Sept. 30, 2006, and Dec. 31, 2005, respectively.
The carrying value of liabilities held for sale was $750,000 and
$669,000 as of Sept. 30, 2006, and Dec. 31, 2005, respectively.

There have been no adjustments to the carrying value subsequent to
Sept. 30, 2006, and before this filing.

NeoMedia will not recognize depreciation and amortization on the
assets held for sale subsequent to Sept. 30, 2006, through the
date of sale.  Depreciation and amortization on assets held for
sale would be approximately $77,000 per quarter.

              Termination of Hip Cricket Acquisition

NeoMedia terminated on Aug. 24, 2006, a non-binding letter of
intent to acquire Hip Cricket, due to an inability of the parties
to come to terms on a definitive purchase price.

Previously, NeoMedia and Hip Cricket signed on Feb. 16, 2006, the
letter of intent, under which NeoMedia intended to acquire all of
the outstanding shares of Hip Cricket in exchange for $500,000
cash and $4,000,000 of NeoMedia common stock, subject to due
diligence and signing of a mutually agreeable definitive purchase
agreement by both parties.

In addition to signing the letter of intent, NeoMedia loaned Hip
Cricket the principal amount of $500,000 in the form of (a) a
promissory note, dated Feb. 16, 2006, in the amount of $250,000
and (b) a promissory note, dated March 20, 2006, in the amount of
$250,000.

The notes accrue interest at a rate of 8% per annum.  The notes
were to be applied toward the cash portion of the purchase price
upon signing of a definitive purchase agreement for the
acquisition of all of the outstanding shares of Hip Cricket by
NeoMedia, as contemplated in the letter of intent.

Due to the termination of the letter of intent, and pursuant to
the terms of the notes, the face amount of the notes, plus any and
all accrued interest, will become payable and due on Nov. 22,
2006.  In the event the Notes are not repaid by Nov. 22, 2006, the
notes will convert into shares of Hip Cricket common stock using a
valuation of $4.5 million for Hip Cricket.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1542

                        Going Concern Doubt

Stonefield Josephson Inc. expressed substantial doubt about
NeoMedia Technologies' 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 operating losses, negative cash flows from operations,
and working capital deficit.

                    About NeoMedia Technologies

Headquartered in Fort Myers, Florida, NeoMedia Technologies, Inc.
(OTC BB: NEOM) -- http://www.neom.com/-- is a global company
offering leading edge, technologically advanced products and
solutions for companies and consumers, built upon its solid family
of patented products and processes, and management experience and
expertise.  Its NeoMedia Mobile group of companies offers end-to-
end mobile enterprise and mobile marketing solutions, through its
flagship qode(R) direct-to-mobile-web technology and ground-
breaking products and services from 4 (shortly to be 5) of the
USA's and Europe's leading mobile
marketing providers.


NVF CO: Wants Exclusive Plan Filing Period Extended to January 10
-----------------------------------------------------------------
NVF Co. and its debtor-affiliate, Parsons Paper Company Inc., ask
the U.S. Bankruptcy Court for the District of Delaware to further
extend their exclusive periods to:

   -- file a chapter 11 plan of reorganization, through and
      including Jan. 10, 2007; and

   -- solicit acceptances of that plan, through and including
      Mar. 12, 2007.

This is the Debtors' fifth request to extend the Exclusive
Periods.

The Debtors seek the extension to avoid premature formulation of a
chapter 11 plan of reorganization or liquidation and ensure that
the formulated plan takes into account the best interests of the
Debtors, their creditors and estates.

Based in Yorklyn, Delaware, NVF Company -- http://www.nvf.com/--  
manufactures thermoset composites (glass, Kevlar), vulcanized
fiber, custom containers, circuitry materials, custom
fabrication, and welding products.  The Company along with its
wholly owned subsidiary, Parsons Paper Company Inc., filed for
chapter 11 protection on June 20, 2005 (Bankr. D. Del. Case Nos.
05-11727 and 05-11728).  Jason M. Madron, Esq., at Richards,
Layton & Finger, P.A. and Rebecca L. Booth, Esq., at Morgan Lewis
& Bockius, represent the Debtors in their restructuring efforts.
Elizabeth A. Wilburn, Esq., and Jason W. Staib, Esq., at Blank
Rome LLP represent the Official Committee of Unsecured Creditors.
When the Debtors filed for protection from their creditors, they
listed estimated assets between $10 million to $50 million and
estimated debts of more than $100 million.


NVF CO: Committee Wants Flaster/Greenberg as Conflicts Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of NVF Company and
its debtor-affiliates ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Flaster/Greenberg
P.C., as its special conflicts counsel.

Flaster/Greenberg will:

     a) give the Committee legal advice with respect to the
        contested matter;

     b) prepare necessary applications, answers, orders, reports
        and other legal papers;

     c) pursue any claims or matters as the Committee shall
        desire; and

     d) provide any and all other legal services for the
        Committee which may be necessary or desirable in
        connection with this case.

William J. Burnett, Esq., a firm's shareholder, will bill $325 per
hour for this engagement.  Also rendering her services, Maris J.
Finnegan, Esq., will bill $195 per hour.  The firm's other
professionals and their hourly rates are:

        Designation      Hourly Rate
        -----------      -----------
        Shareholder       $255-$420
        Associates        $165-$265
        Paralegals        $105-$170

Mr. Burnett assures the Court that his firm does not hold any
interest adverse to the Debtors' estate and creditors.

Mr. Burnett can be reached:

     William J. Burnett, Esq.
     913 Market Street, Suite 1001
     Wilmington, Delaware 19801
     Tel: (302) 351-1910
     Fax: (302) 351-1919
     www.flastergreenberg.com/

Based in Yorklyn, Delaware, NVF Company -- http://www.nvf.com/--  
manufactures thermoset composites (glass, Kevlar), vulcanized
fiber, custom containers, circuitry materials, custom
fabrication, and welding products.  The Company along with its
wholly owned subsidiary, Parsons Paper Company, Inc., filed for
chapter 11 protection on June 20, 2005 (Bankr. D. Del. Case Nos.
05-11727 and 05-11728).  Rebecca L. Booth, Esq., at Richards,
Layton & Finger, P.A., represents the Debtors in their
restructuring efforts.  Elizabeth A. Wilburn, Esq., and Jason W.
Staib, Esq., at Blank  Rome LLP represent the Official Committee
of Unsecured Creditors.   When the Debtors filed for protection
from their creditors, they listed estimated assets between $10
million to $50 million and estimated debts of more than $100
million.


ONEIDA LTD: Shareholders Elect Seven-Member Board of Directors
--------------------------------------------------------------
Oneida Ltd. announced the election of a new seven-member Board of
Directors that became effective on Nov. 1, 2006.

Over the past two years, the Company's previous Board presided
over a comprehensive operational restructuring and refinancing
which included a successful pre-negotiated Chapter 11 proceeding,
positioning Oneida for a new era of financial flexibility and
growth.

Under the new Board's stewardship, Oneida will focus on building
its iconic brands globally and implementing innovative long-term
growth strategies.

"We are very excited about our future and believe this new Board
brings world-class credentials from both the Retail and
Foodservice industries," Oneida Ltd. president James E. Joseph
said.

"This Board was carefully chosen for their keen perspective on
today's consumer and for their commitment to helping Oneida
execute our global expansion plans."

Newly elected board member Andrew Herenstein, a Managing Principal
of Quadrangle Group LLC and a Managing Member of Quadrangle Debt
Recovery Advisors LLC, which in the aggregate are Oneida's largest
shareholders, said Oneida has emerged from its recent
restructuring positioned for growth: "We join Oneida's Board of
Directors at a pivotal time in the Company's history. Our goal is
to build on the strengths of Oneida's 126-year-old brand and
heritage."

The Oneida Board of Directors consists of:

   -- Diane Price Baker, former executive vice president and
      chief financial officer of Atari Inc., a major video game
      manufacturer.  Previously, she was chief financial officer
      at The New York Times Company from 1995 to 1998 and chief
      financial officer at R.H. Macy & Co. from 1990 to 1995
      following a career in corporate restructuring and investment
      banking at Salomon Brothers Inc.

   -- Andrew Herenstein, who joined Quadrangle Group LLC in 2002
      and is a managing principal and co-portfolio manager.
      Previously, he was a director of Lazard Freres & Co. LLC and
      served as co-portfolio manager of the Lazard Debt Recovery
      Funds.  During his career he also held positions at
      The Delaware Bay Co. Inc.; Brean, Murray, Foster Securities;
      and Bear, Stearns & Co.

   -- Norman S. Matthews, a former president of Federated
      Department Stores, one of the nation's premier retailers
      with more than 850 department stores under the names of
      Macy's and Bloomingdale's.  In addition to his senior
      management roles at Federated Department Stores from
      1978 to 1988, Mr. Matthews also served as senior vice
      president and general merchandise manager at E.J. Korvette
      and senior vice president of marketing and corporate
      development at Broyhill Furniture Industries.

   -- Edward W. Rabin, who retired as president of Hyatt Hotels
      Corporation in January 2006 following a distinguished
      37-year career in general management and operations at the
      hotel chain, ultimately overseeing 130 hotels and resorts in
      the U.S., Canada and the Caribbean.  He is currently a
      trustee of the American Hotel Foundation and
      SMG Corporation, the world's largest owner and operator of
      stadiums, arenas, and conventions centers and a joint
      venture between Hyatt and Aramark Corporation.

   -- Hugh R. Rovit, a member of Oneida Ltd.'s Board of Directors
      since October 2004.  Mr. Rovit is presently chief executive
      officer of Sure-Fit Inc. and was recently a principal of
      turnaround management firm Masson & Company from 2001
      through 2005.  Previously, Mr. Rovit held the positions of
      chief financial officer of Best Manufacturing Inc., a
      manufacturer and distributor of institutional service
      apparel and textiles, from 1998 through 2001 and chief
      financial officer of Royce Hosiery Mills Inc., a
      manufacturer and distributor of men's and women's hosiery,
      from 1991 through 1998.

   -- Thomas J. Russo, a Partner in RAVE, a privately held LLC
      specializing in quality assurance and customer satisfaction
      for the hospitality, restaurant and retail industries.
      His career also encompasses more than 30 years of senior
      management positions in foodservice, lodging and consumer
      goods at such well-known companies as Howard Johnson's,
      Ponderosa, Hanson Industries Housewares Group, and Miami
      Subs, among others.

   -- Eric S. Salus, a past president of Macy's and Macy's Home
      Store from 1997 to 2005 and 2004 to 2005, respectively.
      Previously, he held the positions of president of Bon Macy's
      from 2003 to 2004; executive vice president of Home Store
      and Cosmetics at Macy's from 1997 to 2003; executive vice
      president and merchandising and marketing officer of Dick's
      Sporting Goods; and senior positions at Foley's Houston,
      May D&F and The Hecht Co., all divisions of May Department
      Stores.

Headquartered in Oneida, New York, Oneida Ltd. (OTC: ONEI)
-- http://www.oneida.com/-- manufactures stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and supplies dinnerware to the foodservice industry.
Oneida also supplies a variety of crystal, glassware and metal
serveware for the tabletop industries.  The Company has operations
in the United States, Canada, Mexico, the United Kingdom, and
Australia.

The Company and its eight affiliates filed for Chapter 11
protection on March 19, 2006 (Bankr. S.D. N.Y. Case No. 06-10489).
On May 12, 2006, Judge Gropper approved the Debtors' disclosure
statement.  Their pre-negotiated plan of reorganization was
confirmed on Aug. 31, 2006.  The Company emerged from Chapter 11
on Sept. 15, 2006, as a privately held company.

                           *     *     *

At July 29, 2006, the Company's balance sheet showed
$296.5 million in total assets and $355 million in total debts
resulting in a $58.5 million stockholders' deficit.


OWENS CORNING: Court Approves Pinal County Settlement Pact
----------------------------------------------------------
The U.S. Bankruptcy for the District of Delaware has approved the
claims settlement between Owens Corning and its debtor-affiliates
and Pinal County of Arizona.

As reported in the Troubled Company Reporter on Oct. 16, 2006, the
Debtors and Pinal County had a dispute concerning secured real and
personal property tax liability for the 2000 and 2004 tax years.

Following arm's-length negotiations, the Debtors and Pinal County
agreed that:

   (a) Claim No. 12328 will be treated as an allowed Owens
       Corning Other Secured Tax Claim under Class A2-A of the
       Plan for $82,134, including interest, if the Claim is
       paid:

          * by Sept. 30, 2006, for $156,339;

          * by Oct. 31, 2006, for 157,491;

          * by Nov. 30, 2006, for 158,643; or

          * after Nov. 30, 2006, with additional interest at an
            applicable statutory rate.

   (b) The Settlement resolves all outstanding prepetition
       personal and real property claims among the Debtors and
       Pinal County.

   (c) All other taxes, interest, charges and penalties related
       to the Claim are disallowed.

   (d) The Debtors will pay the Claim as provided in the Plan.

                      About Owens Corning

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 143; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


OWENS CORNING: Wants to Enter Into Waiver Letter With JPMorgan
--------------------------------------------------------------
Enron Corp. and its debtor-affiliates ask permission from the
Honorable Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware to enter into a Waiver Letter agreement with
J.P. Morgan Securities, Inc., and to pay the $15,000,000 Waiver
Fee immediately.

                  Equity Commitment Agreement

Occurrence of the effective date of the Debtors' Sixth Amended
Plan of Reorganization is premised, among others, by the
consummation of transactions contemplated in the Debtors' equity
commitment agreement with J.P. Morgan Securities, Inc.

The Equity Commitment Agreement contemplates a $2,187,000,000
rights offering, whereby certain holders of eligible Owens
Corning bond and other unsecured claims would be offered the
opportunity to subscribe for up to their pro rata share of
72,900,000 shares of Reorganized Owens Corning common stock at
$30 per share.  JPMorgan will purchase the unsold shares.

The Rights Offering has since been fully consummated, and about
2,900,000 shares of Reorganized Owens Corning stock were
purchased.

The Equity Commitment Agreement requires as a condition precedent
to JPMorgan's funding obligation that the order confirming the
Sixth Amended Plan will have become final.  JPMorgan may
terminate the Agreement on or after Oct. 31, 2006, unless the
Debtors, among other things, pay a $30,000,000 extension fee to
extend the commitment until December 15.

                Confirmation Conditions Doubted

On Oct. 6, 2006, Joel Ackerman sought reconsideration of the
conclusions of law confirming the Plan.  Both the Bankruptcy
Court and the U.S. District Court for the District of Delaware
rejected the Ackerman Motion.

"Mr. Ackerman's filing has placed a potential cloud on whether
the Confirmation Order may become a Final Order, and therefore
whether the Finality Conditions may be satisfied, by Oct. 31,
2006," Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, tells Judge Fitzgerald.

Despite the dismissal of the Ackerman Motion, an argument can be
made that as a result of the filing of that motion, the
Confirmation Order may not become final by Oct. 31, 2006, for
purposes of the Plan and certain provisions of the Equity
Commitment Agreement, Mr. Pernick explains.  To avoid any
potential termination of the Equity Commitment Agreement, the
Debtors would potentially have little choice but to pay JPMorgan
the extension fee, Mr. Pernick adds.

Mr. Pernick relates that the Debtors and the other Plan
Proponents intend to close the Equity Commitment Agreement and
pursue the effective date of the Plan by Oct. 31, 2006, so the
Debtors will be able to make on that date or as soon thereafter
as practicable, all payments or other distributions contemplated
in the Plan.

The Debtors, after consulting their co-Proponents and other key
constituents, entered into a waiver letter with JPMorgan,
pursuant to which the Investor will waive the funding requirement
that the Confirmation Order become final.  In exchange, the
Debtors will pay JPMorgan $15,000,000.

The Waiver Fee will be considered a partial prepayment of, and
credited in full against the payment of, the Extension Fee in the
event the Debtors seek an extension of the commitment, Mr.
Pernick says.

Mr. Pernick notes that if the Debtors emerge from bankruptcy on
October 31, their estates will save a substantial sum by avoiding
the need to pay the entire extension fee.  The Debtors will also
cut off the accrual of significant postpetition interest owed to
various creditors under the Plan, including more than $700,000
paid per day to holders of Bank Debt, and other costs of
administration.

Mr. Pernick adds that the Waiver Letter has the support of various
other key constituents, including the Asbestos Claimants
Committee, the Future Claims Representative, and the Ad Hoc
Bondholders' Committee.

Mr. Pernick clarifies that payment of the Waiver Fee will have no
material adverse effect on any of the classes of claims and
interests.

                      About Owens Corning

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 143; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PLAINS EXPLORATION: S&P Affirms BB Rating with Stable Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' rating on
independent exploration and production company Plains Exploration
& Production Company and removed the ratings from CreditWatch with
negative implications, where they had been placed on
April 25, 2006, following PXP's announcement that it would be
acquiring Stone Energy and incurring additional costs to
restructure legacy hedge positions.

The outlook is stable.

"The rating action reflects our expectations that despite PXP's
strategic repositioning efforts in 2006--including the failed
acquisition of Stone Energy Corp. (B+/Watch Neg/--), a second bout
of hedge restructuring payments ($605 million), and recent asset
sales--the company's business risk profile continues to remain
consistent with our expectations for the 'BB' ratings level," said
Standard & Poor's credit analyst Jeffrey B. Morrison.

"In addition, we note that significant debt reduction, an improved
hedge profile, and the durable cash flow characteristics of the
company's long-lived California asset base lend support to PXP's
current financial risk profile," said Mr. Morrison.

The ratings on PXP reflect participation in a volatile and
cyclical industry, a historically acquisitive growth strategy, and
recent strategic repositioning initiatives that have included
sizable cash outlays for hedge restructurings, asset sales, and
two deepwater Gulf of Mexico discoveries and one prospect to
Statoil ASA, and a more ambitious near-term exploration program in
the U.S. Gulf of Mexico.

Concerns are nearly offset by a long-lived and predictable reserve
base in California, significant debt reduction in recent periods,
an improved hedge position, and an experienced management team.

The stable outlook reflects our expectation that an improved
financial risk profile and ample liquidity will yield PXP
additional flexibility with which to fund growth initiatives and
additional rewards to its shareholders.  While significant
financial profile improvement has been achieved in the near term,
positive rating actions will likely be limited until PXP can
successfully improve its business risk profile.  In addition,
while current ratings incorporate room for additional leverage,
ratings could potentially be threatened if acquisitions or
additional shareholder initiatives are undertaken in a
substantially more aggressive manner.


PLASTECH ENGINEERED: Moody's Rates $200MM Debt Facility at B1
-------------------------------------------------------------
Moody's Investors Service assigned ratings to Plastech Engineered
Products, Inc.'s new senior secured credit facilities:

     -- asset based revolving credit facility, B1;
     -- first lien term loan B2; and,
     -- second lien term loan Caa2.

Moody's also confirmed Plastech's Corporate Family and Probability
of Default Ratings at B3.

The combined senior secured credit facilities will be used to
refinance Plastech's existing first-lien and second-lien senior
secured credit facilities.

The outlook is changed to stable.

These rating actions conclude the review for possible downgrade
that was initiated on Aug. 24, 2006 as a result of the company
requiring a suspension agreement with regard to its fixed charge
covenant test under the previous first lien credit facilities.

The confirmation of the B3 Corporate Family rating and the change
of the outlook to stable reflect the incremental liquidity
afforded under the new asset based revolving credit, and the
reduced debt amortization requirements afforded by the proposed
term loans to support a more stable liquidity profile.

Despite these constructive developments, Plastech continues to
face formidable operating and financial challenges that support
the B3 rating.  These include continuing weak credit metrics
resulting from North American Big-3 production declines, further
price concessions to OEMs, and the risk of higher raw material
costs.  Plastech continues to be heavily concentrated with the Big
3 domestic OEMs which are approximately 63% of direct revenues and
is therefore vulnerable to lowered production volumes and market
shares losses.

In addition, the company maintains a significant concentration of
its major platforms in the light truck/SUV segment which are
vulnerable to energy price's effect on demand.  The company could
mitigate the adverse impact of these challenges by achieving
progress in its ongoing efforts to: capture new business contracts
with domestic and transplant OEMs, improve the efficiencies in its
operations, and expand its long-term business relationship with
JCI.  These initiatives could allow the company's credit metrics
to be maintained at the current rating level over the near-term.

These ratings were assigned:

   -- the $200 million asset based revolving credit facility, due
      2011 at B1, LGD2, 26%

   -- the $250 million first lien term loan, due 2012 at B2,
      LGD3, 42%

   -- the $150 million second lien term loan, due 2013 at B2,
      LGD3, 42%

These ratings were confirmed:

   -- Corporate Family Rating, at B3
   -- Probability of Default Rating, at B3

These ratings will be withdrawn upon their refinancing:

   -- B2, LGD3, 40% ratings of the $465 million of guaranteed
      senior secured first-lien credit facilities consisting of:

      (a) $100 million revolving credit facility due March 2009;
      (b) $75 million term loan A facility due March 2009;
      (c) $290 million term loan B facility due March 2010;

   -- Caa2, LGD5, 82% rating of the $50 million guaranteed senior
      secured second-lien term loan facility due March 2011

Plastech's last rating action was on Sept. 22, 2006 when the issue
ratings were raised under the LGD Methodology.

For the twelve month period ending Sept. 30, 2006, Debt/EBITDA was
4.2x, and EBIT/Interest was 1.5x.  Free cash flow was positive at
approximately $5 million.  Free cash flow was significantly lower
than fiscal 2005 due to lower sales levels and a shift away from
favorable payment terms at a certain customer.  At Nov. 8th, 2006
the company had approximately
$30 million of availability under its revolving credit line.

Pro forma for the proposed refinancing, Debt/EBITDA is expected to
be approximately 4.4x.  Pro forma availability under the new asset
based revolving credit is expected to be approximately
$75 million.

Factors that could result in pressure on the rating include:

      (a) liquidity is not being adequately maintained;

      (b) anticipated new business contracts not materializing in
          sufficient amounts to offset customer pricedowns;

      (c) reports that the company is expecting to complete
          acquisitions; and,

      (d) continued increases in raw materials prices which are
          not passed on to customers.

Pressures that could result in downward outlook or rating
migration would arise if any combination of these factors were to
result in leverage of over 6x and/or result in EBIT/Interest
coverage approaching 1x.

Factors that could contribute to an improved rating outlook and
eventual rating upgrades include:

      (a) further diversification of Plastech's revenue base
          which results in stabilized or improved operating
          margins;

      (b) stabilized commodity prices; a positive operating
          impact from negotiations with JCI on the fulfillment
          purchase requirements; and,

      (c) additional new business awards with solid margins
          sufficient to offset OEM pricedowns.

Consideration for an improved rating outlook or upward rating
migration would arise if any combination of these factors were to
reduce leverage consistently under 4x or increase EBIT/interest
coverage consistently above 2x

Plastech Engineered Products , headquartered in Dearborn,
Michigan, is a designer and manufacturer of primarily plastic
automotive components and systems for OEM and Tier I customers.
These components and systems incorporate injection-molded plastic
parts, blow-molded plastic parts, and a small percentage of
stamped metal components.  They are used for interior, exterior
and under-the-hood applications.  Annual revenues approximate
$1 billion.


QUAKER FABRIC: Posts $8.4 Million Net Loss in 2006 Third Quarter
----------------------------------------------------------------
Quaker Fabric Corp. filed its financial statements for the third
quarter ended Sept. 30, 2006, with the Securities and Exchange
Commission on Nov. 9, 2006.

For the three months ended Sept. 30, 2006, the Company reported an
$8.438 million net loss compared with $7.155 million net loss in
the comparable quarter of 2005.

Net Sales

Net sales for the third quarter of 2006 decreased $16.146 million,
or 34.8%, to $30.311 million from $46.457 million in the third
quarter of 2005.

Net fabric sales within the United States decreased 31.6%, to
$24.5 million in the third quarter of 2006 from $35.8 million in
the third quarter of 2005, as a result of continued competition
from leather, microdenier faux suede, and other furniture
coverings being imported into the U.S. in roll and "kit" form,
primarily from low labor cost countries in Asia.

Net foreign sales of fabric decreased 15.6%, to $5.3 million in
the third quarter of 2006 from $6.3 million in the third quarter
of 2005.  This decrease in foreign sales was due primarily to
lower sales in Canada.

Canadian furniture manufacturers sell furniture into both the
United States and Canadian markets where strong competition from
imported faux suede fabrics and leather continued during the third
quarter of 2006 and contributed to a more difficult competitive
environment.

Sales to the Middle East were also down due to unrest in the area.
Net yarn sales decreased to $500,000 in the third quarter of 2006
from $4.4 million in the third quarter of 2005, with the decrease
in the third quarter of 2006 principally due to lower craft yarn
sales to a single customer.  Sales to this customer accounted for
0.0% of third quarter 2006 and 70.2% of third quarter 2005 yarn
sales.

The gross volume of fabric sold decreased 32.8%, to 4.7 million
yards in the third quarter of 2006 from 7.1 million yards in the
third quarter of 2005.

The weighted average gross sales price per yard increased 4.8%, to
$6.33 in the third quarter of 2006 from $6.04 in the third quarter
of 2005, as a result of product mix changes.

The Company sold 17.4% fewer yards of middle to better-end fabrics
and 56.5% fewer yards of promotional-end fabrics in the third
quarter of 2006 than in the third quarter of 2005.

The average gross sales price per yard of middle to better-end
fabrics decreased by 1.8%, to $7.16 in the third quarter of 2006
from $7.29 in the third quarter of 2005.

The average gross sales price per yard of promotional-end fabrics
decreased by 4.9%, to $3.92 in the third quarter of 2006 from
$4.12 in the third quarter of 2005.

Gross Margin

The gross margin percentage for the third quarter of 2006
decreased to 6.6%, from 13.1% for the third quarter of 2005.
Sales declined by approximately 35% and fixed costs decreased by
16% resulting in higher fixed costs per unit and a decline of
520 basis points.  Higher variable manufacturing costs contributed
approximately 40 basis points to the margin decline and higher
return and allowance charges contributed 90 basis points.

                          Balance Sheet

At Sept. 30, 2006, the Company's balance sheet showed $171.011
million in total assets, $54.344 million in total liabilities, and
$116.667 million in total stockholders' equity.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?154b

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 12, 2006,
auditors at PricewaterhouseCoopers LLP in Seattle, Washington,
raised substantial doubt about Quaker Fabric Corporation's ability
to continue as a going concern after auditing the company's Dec.
31, 2005 and Jan. 1, 2005 consolidated financial statements and
its internal control over financial reporting as of Dec. 31, 2005.
PwC pointed to the Company's recurring losses from operations,
certain debt covenant defaults, and operating performance decline.

                       About Quaker Fabric

Based in Fall River, Massachusetts, Quaker Fabric Corporation
(NASDAQ: QFAB) -- http://www.quakerfabric.com/-- manufactures
woven upholstery fabrics for furniture markets in the United
States and abroad, and produces Jacquard upholstery fabric.


RADIOLOGIX INC: Primedex Deal Cues S&P's Ratings Withdrawal
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' rating on
Radiologix Inc. after the completion of its acquisition by
Primedex Health Systems Inc.

The 'CCC+' rating on Radiologix's senior unsecured debt was also
withdrawn, as this debt will be refinanced by the acquirer.

Ratings List:

   * Radiologix Inc.

       -- Corporate Credit Rating, from NR to 'B-'/Negative
       -- Senior Unsecured, from NR to CCC+


READER'S DIGEST: Moody's Expands Scope of Ratings Review
--------------------------------------------------------
Moody's Investors Service is expanding the scope of its review for
downgrade of The Reader's Digest Association, Inc.'s after the
company's report that Ripplewood Holdings LLC will take the
company private for approximately $2.4 billion.

Moody's originally placed Reader's Digest's Ba1 Corporate Family
Rating and Ba2 senior unsecured note rating on review for
downgrade on Sept. 6, 2006.

Ratings Remaining On Review for Possible Downgrade:

   * Issuer: Reader's Digest Association, Inc.

      -- Corporate Family Rating, currently Ba1

      -- Probability of Default Rating, currently Ba1

      -- Senior Unsecured Regular Bond/Debenture, currently Ba2,
         LGD5, 82%

Moody's will evaluate Ripplewood's proposed financing structure
including the amount of any equity contribution, strategies to
grow revenues and enhance operating margins, and plans for asset
sales, but believe the cash purchase price will likely result in a
significant increase in leverage and a multi-notch downgrade of
the CFR.

Reader's Digest's existing $300 million notes indenture has a
change of control provision that allows bondholders to put the
notes back to the company at 101% of par.  Moody's expects the
notes and the existing $500 million credit agreement will be
retired if the acquisition closes at which point the rating on the
notes would be withdrawn.

As part of the review, Moody's will continue to evaluate the
company's plans to stabilize and reverse the significant operating
performance decline in the consumer business segments, and improve
working capital management in support of new product introductions
and the international expansion strategy.  Moody's believes
negative pressure remains on the rating if a leveraged acquisition
of the company does not close.

The Reader's Digest Association, Inc, headquartered in
Pleasantville, New York, is a global publisher and direct marketer
of products including magazines, books, recorded music collections
and home videos.  Products include Readers Digest magazine, which
is published in 50 editions and 21 languages. Annual revenues
approximate $2.4 billion.


READER'S DIGEST: Ripplewood Offer Cues S&P's Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services reported that the 'BB' ratings
on Reader's Digest Association Inc. remain on CreditWatch with
negative implications, where they were placed on Aug. 15, 2006.

The company entered into a definitive agreement to be acquired by
an investor group led by Ripplewood Holdings LLC for
$2.4 billion, including the assumption of debt.

"The transaction is expected to significantly increase debt
leverage, which is likely to result in a ratings downgrade," said
Standard & Poor's credit analyst Hal F. Diamond.

Pleasantville, New York-based Reader's Digest is a leading direct
marketer of books.  Total debt outstanding at Sept. 30, 2006, was
$776 million.


SAINT VINCENTS: Court OKs Caronia as Estimation Advisor
-------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York, its debtor-
affiliates, the Official Committee of Tort Claimants, and the
Official Committee of Unsecured Creditors agree that in order to
negotiate a consensual plan of reorganization and to determine
that Plan's feasibility, it is necessary to estimate medical
malpractice claims filed prior to the Oct. 31, 2006, bar date.

In a protocol approved by the U.S. Bankruptcy Court for the
Southern District of New York, the parties agreed to retain
Caronia Corporation to assist in the Medical Malpractice
Estimation and the protection of discovery material, including
medical records, requests for admissions, and other transactions
produced in connection with the Estimation.

A full-text copy of the Protocol and Protective Order is available
for free at http://researcharchives.com/t/s?155a

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 37 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAN DIEGO CITY: Settles With SEC Regarding Municipal Bonds
----------------------------------------------------------
The City of San Diego, Calif. -- http://www.sandiego.gov/--  
settled with the Securities and Exchange Commission regarding
the fraud charges in connection with the offer and sale of over
$260 million in municipal bonds in 2002 and 2003.

The SEC instituted cease-and-desist proceedings against the City.
The City settled the case without admitting or denying the
Commission's findings.

At the time of the municipal bonds' offerings, City officials knew
that the City faced severe difficulty funding its future pension
and health care obligations unless:

   -- new revenues were obtained,
   -- pension and health care benefits were reduced, or
   -- City services were cut.

The City's looming financial crisis resulted from:

   -- the City's intentional under-funding of its pension plan
      since fiscal year 1997;

   -- the City's granting of additional retroactive pension
      benefits since fiscal year 1980;

   -- the City's use of the pension fund's assets to pay for the
      additional pension and retiree health care benefits since
      fiscal year 1980; and

   -- the pension plan's less than anticipated earnings on its
      investments in fiscal years 2001 through 2003.

Despite the magnitude of the problems the City faced in funding
its future pension and retiree health care obligations, the City
conducted five separate municipal bond offerings, raising more
than $260 million, without disclosing these problems to the
investing public.

In each of these offerings, the City prepared disclosure documents
that are used with municipal securities offerings -- preliminary
and official statements -- and made presentations to rating
agencies.

In addition, in 2003 it prepared and filed information pursuant to
continuing disclosure agreements under Exchange Act Rule 15c2-12
with respect to $2.29 billion in outstanding City bonds and notes.

Although the City provided some disclosure about its pension and
retiree health care obligations, it did not reveal the gravity of
the City's financial problems:

   -- The City's unfunded liability to its pension plan was
      expected to dramatically increase, growing from $284 million
      at the beginning of fiscal year 2002 and $720 million at the
      beginning of fiscal year 2003 to an estimated $2 billion at
      the beginning of fiscal year 2009;

   -- The City's total under-funding of the pension plan was
      also expected to increase dramatically, growing tenfold
      from $39.2 million in fiscal year 2002 to an estimated
      $320 million to $446 million in fiscal year 2009;

   -- The City's projected annual pension contribution would
      continue to grow, from $51 million in 2002 to $248 million
      in 2009; and

   -- The estimated present value of the City's liability for
      retiree health benefits was $1.1 billion.

The City's enormous pension and retiree health liabilities and
failure to disclose those liabilities placed the City in serious
financial straits.

When the City eventually disclosed its pension and retiree health
care issues in fiscal year 2004, the credit rating agencies
lowered the City's credit rating.

The City also has not obtained audited financial statements for
fiscal years 2003, 2004, and 2005.

Consequently, the City violated Section 17(a) of the Securities
Act, Section 10(b) of the Exchange Act and Rule 10b-5, which
prohibit the making of any untrue statement of material fact or
omitting to state a material fact in the offer or sale of
securities.

                    The City's Remedial Efforts

Since 2005, the City has implemented several remedial measures
with a view to detect and prevent securities violations.
Specifically, the City has terminated certain officials in the
City Manager's and Auditor and Comptroller's offices or has
allowed them to resign.  The City has filled these positions with
qualified employees.

The City has hired a full time municipal securities attorney who
is responsible for coordinating the City's public disclosure and
who has conducted continuing education for the City's deputy
attorneys on the City's disclosure requirements.

The Mayor resigned and has been replaced by a former City police
chief.  In January 2006, pursuant to a public referendum, the City
changed from a strong city manager form of government to a strong
mayor form of government.

The City has hired new outside professionals including new
auditors for its fiscal year audits.  The City also hired
individuals not affiliated with the City to act as its Audit
Committee and charged the Committee with investigating the City's
prior disclosure deficiencies and making recommendations to
prevent future disclosure failures.

The City has also hired new disclosure counsel for all of its
future offerings, who will have better and more continuous
knowledge on the City's financial affairs.

This disclosure counsel has conducted seminars for City employees
on their responsibilities under the federal securities laws.

The City has also enacted ordinances designed to change the City's
disclosure environment.

First, the City created a Disclosure Practices Working Group
comprised of senior City officials from across city government.
The Working Group is charged with reviewing the form and content
of all the City's documents and materials prepared, issued, or
distributed in connection with the City's disclosure obligations
relating to securities issued by the City or its related entities;
and conducting a full review of the City's disclosure practices
and to recommend future controls and procedures.

Second, the Mayor and City Attorney must now personally certify to
the City Council the accuracy of the City's official statements.

Third, the City Auditor must annually evaluate the City's internal
financial controls and report the results to the City Council.

A full-text copy of the SEC order is available for free at
http://ResearchArchives.com/t/s?153c

A full-text copy of Mayor Jerry Sanders's comments on the
City's settlement with the SEC is available for free at
http://ResearchArchives.com/t/s?153d


SCOTTISH RE: Moody's Hold Senior Unsecured Debt Rating at Ba3
-------------------------------------------------------------
Moody's Investors Service commented that after the recent earnings
release issued by Scottish Re Group Limited, Moody's continues to
review the company's ratings with direction uncertain.

The Ba3 senior unsecured debt is affirmed.

The rating agency added that it anticipates that it will take
rating action on Scottish Re over the very near term, likely by
mid next week, by which time it expects to have more information
on the key driver of the outcome of the review process, which is
the probability that Scottish Re will secure an equity infusion or
sign a definitive agreement related to the sale of the company.

According to the rating agency, the direction of the review
indicates the possibility that Scottish Re's ratings could be
downgraded, upgraded or confirmed depending on future developments
at Scottish Re.

The direction of the ratings review impacts the company's debt
ratings and the Baa3 insurance financial strength ratings of the
company's core insurance subsidiaries, Scottish Annuity & Life
Insurance Company Ltd. and Scottish Re, Inc.

If an equity investment in or sale of the company were completed,
the ultimate ratings of the company would depend upon the
structure of the deal, including an analysis of implicit and
explicit support provided.  Moody's added that a limited equity
investment in Scottish Re would have less upward ratings pressure
than an outright purchase of the company, with ongoing explicit or
implicit support.

"While the sales process has taken longer than anticipated, we
expect there to be more definitive information -- either positive
or negative -- on the likely outcome of that process by next week,
at which point we would intend to address the status of our rating
review," said Scott Robinson, Vice President & Senior Credit
Officer at Moody's.

"Given the extremely tight liquidity situation at the company,
positive momentum in the sales process is necessary for a
favorable resolution of the rating review.  Any further delay in
the process would likely result in further ratings downgrades,"
Robinson added.

The rating agency highlighted the risk that certain items may need
to be resolved prior to a sale.  Moody's also noted that a
potential investor could help expedite the resolution of these
items. For example, if necessary, an investor could help Scottish
Re eliminate its credit facility by helping to secure alternate
letters of credit.

Eliminating the credit facility is important since the agreement
limits the movement of funds from SALIC to the ultimate holding
company.  Convertible note holders have the right to put
$115 million of notes to Scottish Re at par on Dec. 6th, and as a
consequence, the company needs to move funds to the holding
company prior to that time to cover the potential call on
liquidity.

Notwithstanding the issues with the credit facility, Moody's
emphasized that the sales process is the key rating issue as it is
likely that in conjunction with any significant investment in
Scottish Re, an investor would provide some form of short-term
collateral and/or liquidity support to the company.

"Failure to raise outside capital would have an immediate and
adverse impact on the ratings of Scottish Re.  While Scottish
could potentially eliminate the bank facility on its own, we
believe that the company would be significantly challenged in a
runoff scenario," Robinson added.

On Sept. 5, 2006, Moody's changed the direction of the review on
the ratings of Scottish Re and the Baa3 IFS ratings of SALIC and
Scottish Re, Inc. to direction uncertain from review for possible
downgrade.

Scottish Re Group Limited is a Cayman Islands company with
principal executive offices located in Bermuda; it also has
significant operations in Charlotte NC, Denver CO and Windsor
England.

On Sept. 30, 2006, Scottish Re reported assets of $13.8 billion
and shareholders' equity of $1.3 billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


SEA CONTAINERS: Wants to Employ Ordinary Course Professionals
-------------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
continue to utilize the services of ordinary course professionals
postpetition without the necessity of filing formal applications
for the employment and compensation of each OCP pursuant to
Sections 327, 328, 329, 330, and 331 of the Bankruptcy Code.

The Debtors regularly utilize the services of various attorneys,
accountants, financial advisors, and other professionals in the
ordinary course of their business operations.  The OCPs provide
services to the Debtors in a variety of discrete matters
unrelated to the Debtors' Chapter 11 cases, including, but not
limited to, general litigation, employment and labor law,
intellectual property law, general corporate and securities law,
accounting, auditing, financial advisory, and tax matters.  Other
OCPs have been, or may be, utilized by the Debtors from time to
time.

A list of the Debtors' OCPs is available for free at:

              http://researcharchives.com/t/s?146b

Due to the number and geographic diversity of the OCPs that
they utilized, the Debtors note that it would be costly and
administratively burdensome to both the Debtors and the Court to
ask each OCP to apply separately for approval of its employment
and compensation.

The Debtors want to employ the OCPs on terms substantially
similar to those in effect before the Petition Date, but subject
to certain terms and conditions.  The Debtors represent that:

   (a) they wish to employ the OCPs as necessary for the day-to-
       day operations of the Debtors' businesses;

   (b) the fees and expenses incurred by the OCPs will be kept to
       a minimum; and

   (c) the OCPs will not perform substantial services relating to
       bankruptcy matters without Court permission.

The Debtors propose to implement uniform procedures for the
retention and compensation of OCPs:

   (1) After an OCP submits an affidavit and a monthly invoice,
       the OCP will be allowed to offset the invoiced amount
       against any unapplied prepetition retainer, and if there
       are unsatisfied postpetition fees and expenses related to
       that invoice, the Debtors will be allowed to pay 100% of
       the postpetition fees and expenses incurred; provided that
       the fees do not exceed:

          * GBP40,000 per month on average over the previous
            rolling three-month period to the extent that the OCP
            has historically been paid in pounds sterling, or

          * $40,000 per month on average over the previous
            rolling three-month period to the extent that the OCP
            has historically been paid in U.S. dollars.

   (2) If the fees incurred and invoiced exceed the monthly cap,
       the OCP must seek Court approval of the fees; provided
       that the OCP will be entitled to a net interim offset and
       payment of up to $40,000 or GBP40,000.

   (3) Each OCP will file with the Court and serve on the Office
       of the United States Trustee, counsel to the Debtors, and
       counsel to the Official Committee, an Affidavit within 30
       days of commencing postpetition services to the Debtors.
       The OCP Affidavit will include information like services
       to be rendered, the hourly rates to be charged by the OCP,
       and a disclosure of its disinterestedness.

   (4) The Notice Parties have 10 days to object to the OCP
       Affidavit.  Objections not resolved will be brought before
       the Court.

   (5) Beginning with the fiscal quarter ending December 31,
       2006, within 15 days following the end of each fiscal
       quarter in which the Debtors' Chapter 11 cases are
       pending, the Debtors will file with the Court and serve on
       the Notice Parties a statement containing:

       -- the name of the OCP,
       -- the total amounts paid during the previous quarter, and
       -- a general description of the services rendered.

   (6) The Debtors reserve the right to supplement the OCP List.

The Debtors note that while some of the OCPs may wish to continue
to represent them on an ongoing basis, others may be unwilling to
do so if they are forced to apply for payment of fees and
expenses through the formal application process.  If the
knowledge and expertise of any OCP with respect to the particular
areas and matters for which it was responsible before the
Petition Date are lost, the Debtors say they will undoubtedly
incur additional and unnecessary expenses as other professionals
without that background and expertise will have to be retained to
assist the Debtors with their business operations.

The Debtors believe the OCP Procedures will allow them to avoid
any disruption in the professional services required in the day-
to-day operation of their businesses.

As the OCPs will provide professional services in connection with
the Debtors' ongoing business operations, the Debtors do not
believe the OCPs are "professionals," as that term is used in
Section 327 of the Bankruptcy Code, whose retention must be
approved by the Court.  Nevertheless, the Debtors seek the
Court's approval to avoid any subsequent controversy regarding
their employment and compensation of the OCPs during the pendency
of their Chapter 11 cases.

                      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: Wants to Set Up Interim Compensation Procedures
---------------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to establish uniform
procedures for:

   (i) the allowance of interim compensation and reimbursement of
       expenses of professionals retained by court order; and

  (ii) the reimbursement of expenses incurred by the members of
       the Official Committee of Unsecured Creditors.

The Debtors have filed or intend to file applications to employ:

   (a) Sidley Austin LLP as general reorganization and bankruptcy
       counsel,

   (b) Young Conaway Stargatt & Taylor, LLP, as Delaware counsel,

   (c) PricewaterhouseCoopers LLP as financial advisor,

   (d) Kirkland & Ellis LLP as special conflicts litigation
       counsel,

   (e) Carter Ledyard & Milburn LLP as special counsel for U.S.
       corporate matters, and

   (f) Richards Butler LLP as special counsel for foreign legal
       matters.

The Debtors expect to hire other estate professionals in their
Chapter 11 cases.  The Creditors' Committee will likely seek to
retain its own professionals as well.

The Debtors want to streamline the professional compensation
process and enable the Court and all parties-in-interest to more
effectively monitor the fees incurred by the Professionals.  The
procedures will also reduce the financial burdens imposed on the
Professionals while awaiting final approval of their fees and
expenses.

Specifically, the Debtors propose that:

   (1) No earlier than the 25th day of each month following the
       month for which compensation is sought, each Professional
       seeking interim allowance of its fees and expenses may
       file an application and serve a copy of that application
       to:

          (a) the Office of the United States Trustee
              for the District of Delaware
              J. Caleb Boggs Federal Building, Rome 2207
              844 N. King Street
              Wilmington, DE 19801
              Attn: David Buchbinder, Esq.

          (b) the Debtors
              Sea Containers, Ltd.
              c/o Sea Containers Services Ltd.
              20 Upper Ground
              London SE1 9PF, United Kingdom
              Attn: Edwin S. Hetherington, Esq.

          (c) counsel to the Debtors
              Sidley Austin LLP
              One South Dearborn
              Chicago, IL 60603
              Attn: Larry J. Nyhan, Esq., and
                    Brian J. Lohan, Esq.

                    -- and --

              Young Conaway Stargatt & Taylor, LLP
              The Brandywine Building
              1000 West Street
              Wilmington, DE 19801
              Attn: Robert S. Brady, Esq.

          (d) counsel to the official committee

   (2) Each Notice Party will have 20 days to object to a Monthly
       Fee Application.  If there are no objections, the Debtors
       will be allowed to pay 80% of the Professional's fees and
       100% of the expenses requested.  If objections are filed,
       the Debtors will be allowed to pay 80% of the undisputed
       fees and 100% of the undisputed expenses.  The first
       Monthly Fee Application will cover the period from the
       Petition Date through and including October 31, 2006.

   (3) The parties are encouraged to resolve timely objections
       filed.  If unsuccessful, the parties may seek a Court
       ruling on the Objection.  The Professionals may seek
       payment of the difference, if any, between the Maximum
       Interim Payment and the Actual Interim Payment made, or
       forego payment of the Incremental Amount until the next
       quarter fee application request hearing or final fee
       application hearing, at which time the Court will consider
       and rule on the Objection, if requested by the parties.

   (4) Beginning with the approximate three-month period from the
       Petition Date and ending on December 31, 2006, and at the
       end of each three-month period thereafter, each
       Professional must file with the Court and serve on the
       Notice Parties a notice requesting interim Court approval
       and allowance of compensation for services rendered and
       reimbursement of expenses sought in the Monthly Fee
       Applications filed during that period.  Each Quarterly Fee
       Application Request will be filed and served by no later
       than 45 days after the end of the applicable Interim Fee
       Period.  The first Interim Fee Application Deadline will
       be February 14, 2007.

   (5) The Debtors will ask the Court to schedule a hearing on
       Quarterly Fee Application Requests at least once every six
       months or at other intervals as the Court deems
       appropriate.

   (6) The pendency of an Objection will not disqualify a
       Professional from future payment.

   (7) All fees and expenses paid to Professionals in accordance
       with the Compensation Procedures are subject to
       disgorgement until final allowance by the Court.

The Debtors further ask the Court to allow each Committee Member
to submit statements of expenses and supporting vouchers to
counsel to the applicable Committee, who will collect and submit
those requests for reimbursement in accordance with the
Compensation Procedures as if that Committee Member were a
Professional.

                      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)


SKYEPHARMA PLC: Abbott Acquires Licensee Kos Pharmaceuticals
------------------------------------------------------------
SkyePharma PLC's exclusive licensee to jointly develop
Flutiform(TM), Kos Pharmaceuticals, Inc., was acquired by Abbott.

Flutiform(TM) is the Company's novel combination product for
asthma and chronic obstructive pulmonary disease.

The Company also disclosed that Abbott in their statement said,
"Flutiform(TM), in-licensed from SkyePharma, is currently in late-
stage development for adult and adolescent asthma and will provide
an expanded presence for Abbott in the $10 billion asthma market,
in addition to Kos' currently marketed asthma product."

Frank Condella, chief executive officer, said, "We are encouraged
by Abbott's statement regarding Flutiform(TM).  This transaction
is a positive development for our lead product.  Abbott brings
additional size and marketing strength in the primary care area
which complements the specific expertise Kos has in inhalation
therapies."

Following discussions with the FDA on the Phase II trial results,
the Company further disclosed that the Phase III trial of
Flutiform(TM) started on schedule in February 2006 and it believes
that Flutiform(TM) should reach the U.S. market in 2009.

Headquartered in London, SkyePharma PLC (Nasdaq: SKYE; LSE: SKP)
-- http://www.skyepharma.com/-- develops pharmaceutical products
benefiting from world-leading drug delivery technologies that
provide easier-to-use and more effective drug formulations.  There
are now twelve approved products incorporating SkyePharma's
technologies in the areas of oral, injectable, inhaled and topical
delivery, supported by advanced solubilisation capabilities.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 1, 2006,
PricewaterhouseCoopers LLP in London raised substantial doubt
about Skyepharma PLC's ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2005.  The auditing firm pointed to the uncertainty
as to when Skyepharma's certain strategic initiatives may be
concluded and their effect on the company's working capital
requirements.


SMART PRINTERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Smart Printers, LP
             dba Westbridge Printing, Victory Press, Sandford
             Press and Premier Graphics
             3100 Premier Drive Suite 232
             Irving, TX 75063

Bankruptcy Case No.: 06-44084

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Westbridge Printing Services               06-42723

Type of Business: Smart Printers, LP, is a full service printing
                  company.

Chapter 11 Petition Date: Nov. 16, 2006

Court: U.S. Bankruptcy Court Northern District of Texas
       (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Edwin Paul Keiffer
                  Hance, Scarborough, Wright et. al.
                  1401 Elm St., Suite 4750
                  Dallas, TX 75202
                  Tel: (214) 651-6517
                  Fax: (214) 744-2615

Total Assets: $1,000,001 to $10 Million

Total Debts: $500,001 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
   Blumberg & Bagley, LP      Trade Debt/Legal Fees      $52,285
   1119 W. Randoll Mills Rd.,
   #101 Arlington, TX 76012

   Craig Martin               Commissions                 $2,000
   3809 Seminole Circle
   Carrollton, TX 75007

   Doug Vrazo                 Commissions                 $2,000
   3908 Wedgway Dr.
   Fort Worth, TX 76133

   Bill Miller                Commissions                 $2,000
   3509 Wayland Drive
   Fort Worth, TX 76133-3130


   Dennis Heath               Commissions                 $2,000
   1209 Medford Rd.
   Bedford, TX 76021

   John Wiggins               Commissions                 $2,000
   5528 Crosscreek Ln #2144
   Fort Worth, TX 76109

   United Graphics            Trade Debt, Disputed and   Unknown
   1130 Avenue H East            Subject to Setoff
   Arlington, TX 76011

   United Graphics            Property Lease, Disputed   Unknown
   1130 Avenue H East            and Subject to Setoff
   Arlington, TX 76011


SOUNDVIEW HOME: DBRS Junks $4.2 Million Class M-15 Certificates
---------------------------------------------------------------
Dominion Bond Rating Service downgraded Classes M-14 & M-15 of
Soundview Home Loan Trust 2005-B Asset-Backed Certificates, Series
2005-B:

   * $9,972,000 Asset-Backed Certificates, Series 2005-B,
     Class M-14 to B (low) from BB (low)

   * $4,202,103 Asset-Backed Certificates, Series 2005-B,
     Class M-15 to C from B (high)

The mortgage loans consist of 100% of fixed-rate second lien
mortgage loans, which are subordinate to senior lien mortgage
loans on the respective properties.  The mortgage loans were
primarily originated or acquired by Long Beach Mortgage
Company, Countrywide Home Loans, Inc, and New Century Mortgage
Corporation.  The deal is 12 months seasoned with a remaining pool
factor of 54.5% as of the October 2006 distribution.


STRUCTURED ASSET: DBRS Junks $5.5 Million Class B4 Certificates
---------------------------------------------------------------
Dominion Bond Rating Service downgraded Classes B3 & B4 of
Structured Asset Securities Corporation 2005-S5 Mortgage
Pass-Through Certificates, Series 2005-S5:

   * $12,085,000 Mortgage Pass-Through Certificates,
     Series 2005-S5, Class B3 to B (low) from BB

   * $ 5,522,315 Mortgage Pass-Through Certificates,
     Series 2005-S5, Class B4 to C from BB (low)

The mortgage loans consist of 100% of fixed-rate second lien
mortgage loans, which are subordinate to senior lien mortgage
loans on the respective properties.  The mortgage loans were
primarily originated or acquired by Aurora Loan Services LLC,
Option One Mortgage Corporation, Fremont Investment & Loan and
First NLC Financial Services, Inc.  The deal is 13 months seasoned
with a remaining pool factor of 62.8% as of the
October 2006 distribution.


TEC FOODS: Bank of New York Balks at Second Amended Combined Plan
-----------------------------------------------------------------
The Bank of New York, as servicing agent for Wells Fargo Bank N.A.
and as indenture trustee, objects to the treatment of Wells
Fargo's all-assets first priority secured claim in TEC Foods
Inc.'s second amended combined plan of reorganization and
disclosure statement.

BONY argues that the Debtor's Amended Combined Plan is not
confirmable because it allows for payment of creditors junior in
priority to Wells Fargo before Wells Fargo is paid in full.

Additionally, BONY argues that the Debtor's Amended Combined Plan
does not provide for adequate means of implementation as required
by Section 1123(a)(5) of the Bankruptcy Code because it does not
adequately explain the sale-leaseback transactions that it states
will aid in the funding of the Plan.

BONY notes that Wells Fargo has a security interest in the
collateral that will be used in the sale-leaseback transactions
and the Plan does not provide, among other things, for replacement
liens or payment of the full amount of Wells Fargo's Secured Claim
in exchange for sale of Wells Fargo's collateral.

BONY further argues that the Debtor's Amended Combined Plan
improperly includes in the release that the "Debtor, its officers,
directors, shareholders [and] its affiliates" are released from
"(i) any actions taken or not taken during the course of the
Bankruptcy Case; (ii) the Plan; (iii) the authorization for or the
formulation, negotiation, confirmation, or consummation of the
Plan; (iv) distributions, payments or transfers made under the
Plan; or (v) acts performed pursuant to the Plan."

                   Wells Fargo Claim Resolution

BONY and the Debtor have negotiated a resolution for the treatment
of Wells Fargo's claim, a full-text copy of which is available for
free at http://researcharchives.com/t/s?1541

In the event the Debtor amends the Plan to include the Negotiated
Language, and the Debtor does not otherwise include additional
language in the Plan that would in any way change or render
invalid the Negotiated Language, BONY says it would withdraw its
objection to the Plan as amended.

BONY also submits that when the Debtor includes the Negotiated
Language in the Plan and BONY withdraws its Plan Objection, these
actions constitute cause under Rule 3018(a) of the Federal Rules
of Bankruptcy Procedure so that BONY's vote to reject the Plan
would be changed to a vote to accept the Plan without further
action by BONY or the Debtor.

Moreover, if the Negotiated Language is not for any reason
included into an amended plan, BONY reserves its rights to amend
or supplement its Objection and to file additional objections to
the Plan or a subsequently amended plan.

                Treatment of Wells Fargo's Claims
              Under the Second Amended Combined Plan

The Debtor's Second Amended Combined Plan provides that the
$5,092,784 secured claim of Wells Fargo will be paid in full
pursuant to the existing contractual and secured note terms
through fiscal year 2007.

Through sale-leaseback transactions for seven of the Debtor's
stores, the Debtor will pay Wells Fargo $3,749,299 in fiscal year
2007.  The balance owed to Wells Fargo after the payment will be
approximately $745,075.  The secured note obligation will be
re-amortized over 13 years from the effective date of the Plan at
10.09% and paid in cash.

Specifically, the Plan proposes to pay Wells Fargo $8,592 per
month.  The note obligations owed by the Debtor to Wells Fargo
will continue to be secured by liens in all of the Debtor's
assets.

The Honorable Thomas J. Tucker of the U.S. Bankruptcy Court for
the Eastern District of Michigan in Detroit has given preliminary
approval on the Debtor's Amended Combined Plan reflecting
resolution of outstanding allowed claims.

The Debtor's original combined reorganization plan and disclosure
statement, as published in the Troubled Company Reporter on
Oct. 9, 2006, was denied Court-approval because of some terms
requiring the Debtor's correction or clarification.

The Court noted, among others, that the Plan must:

   1. state what the projected monthly payments will be to claims
      under Classes 1, 2, and 5 over the life of the Plan; and

   2. describe any potential claims, including Chapter 5 causes of
      action, and their estimated value, and include those in the
      litigation analysis.

Gina M. Capua, Esq., and Sheryl L. Toby, Esq., at Dykema Gossett
PLLC represent the Bank of New York in this case.

                          About TEC Foods

Headquartered in Pontiac, Michigan, TEC Foods, Inc., is a Taco
Bell franchisee.  The company filed for chapter 11 protection on
Nov. 3, 2005 (Bankr. E.D. Mich. Case No. 05-89154).  Paula A.
Hall, Esq., at Butzel Long, P.C., represents the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtor filed
for protection form its creditors, it estimated assets and debts
between $10 million and $50 million.


TEC FOODS: Can Use Wells Fargo Cash Collateral Until December 31
----------------------------------------------------------------
TEC Foods Inc. obtained authority from the Honorable Thomas J.
Tucker of the U.S. Bankruptcy Court for the Eastern District of
Michigan in Detroit to use cash collateral securing repayment of
its obligations to Wells Fargo Bank NA until Dec. 31, 2006.

The Debtor's last cash collateral access expired on Oct. 31, 2006.

The Debtors will use the fund according to a budget, which is
available for free at http://researcharchives.com/t/s?1548

Wells Fargo, as indenture trustee, holds secured claims totaling
$5,092,784.

Under the Debtor's second amended combined plan of reorganization
and disclosure statement, which was preliminarily approved by the
Court in October 2006, provides that Wells Fargo's claim will be
paid in full pursuant to the existing contractual and secured note
terms through fiscal year 2007.

Through sale-leaseback transactions for seven of the Debtor's
stores, the Debtor will pay Wells Fargo $3,749,299 in fiscal year
2007.  The balance owed to Wells Fargo after the payment will be
approximately $745,075.  The secured note obligation will be
re-amortized over 13 years from the effective date of the Plan at
10.09% and paid in cash.

Specifically, the Plan proposes to pay Wells Fargo $8,592 per
month.  The note obligations owed by the Debtor to Wells Fargo
will continue to be secured by liens in all of the Debtor's
assets.

Headquartered in Pontiac, Michigan, TEC Foods, Inc., is a Taco
Bell franchisee.  The company filed for chapter 11 protection on
Nov. 3, 2005 (Bankr. E.D. Mich. Case No. 05-89154).  Paula A.
Hall, Esq., at Butzel Long, P.C., represents the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtor filed
for protection form its creditors, it estimated assets and debts
between $10 million and $50 million.


TORONTO-DOMINION: S&P Reviews Ratings With Negative Implications
----------------------------------------------------------------
Standard & Poor's Ratings Services placed The Toronto-Dominion
Bank's CDN$63,866,000 portfolio credit linked notes' rating on
CreditWatch with negative implications.

Standard & Poor's also placed 25 other U.S. synthetic CDO tranche
ratings on CreditWatch with negative implications.

Concurrently, one tranche rating is placed on CreditWatch with
positive implications.

The CreditWatch negative placements reflect negative rating
migration in the transactions' respective portfolios and synthetic
rated overcollateralization ratios that fell below 100% during the
month-end run.  The rating placed on CreditWatch positive had an
SROC ratio that was above 100% at a higher rating level during the
month-end run.

Ratings List:

               Aphex Capital MOTIVE Series 2004-C

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           A                     AA/Watch Neg    AA

                          Arlo III Ltd.
                   Series 2005 (Green Park)

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Notes                 AA/Watch Neg    AA

                     Barton Springs CDO SPC
                       Series 2005-2 SEG

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           B-1                   A+/Watch Neg    A+
           B-2                   A+/Watch Neg    A+

                       Blue Point CDO SPC
                         Series 2005-1

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           A-1                   AA+/Watch Neg   AA+
           A-2                   AA+/Watch Neg   AA+

                       Blue Point CDO SPC
                         Series 2005-2

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           A                     AA+/Watch Neg   AA+

                   Credit Linked Notes Ltd. 2005-1

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Notes                 AA-/Watch Neg   AA-

                    Jefferson Valley CDO SPC
                          Series 2006-1
                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           A                     AA-/Watch Neg   AA-
           B-1                   A-/Watch Neg    A-
           B-2                   A-/Watch Neg    A-

                       Morgan Stanley ACES SPC
                           Series 2005-15
                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           III A                 A/Watch Neg     A
           III B                 A/Watch Neg     A

                       Morgan Stanley ACES SPC
                           Series 2005-16
                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Ser2005-16            A-/Watch Neg    A-

                       Morgan Stanley ACES SPC
                            Series 2006-3

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           IA                    AA/Watch Neg    AA
           IB                    AA/Watch Neg    AA
           IC                    AA/Watch Neg    AA

                       Morgan Stanley ACES SPC
                            Series 2006-5

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           IA                    AAA/Watch Neg   AAA

                       Morgan Stanley ACES SPC
                            Series 2006-7

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           IIA                   A-/Watch Neg    A-

                       Morgan Stanley ACES SPC
                            Series 2006-9

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           II                    A/Watch Neg     A

                       Morgan Stanley ACES SPC
                            Series 2006-12

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           I                     A+/Watch Neg    A+

                    Morgan Stanley Managed ACES SPC
                            Series 2006-4

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           II                    AA/Watch Pos    AA

       Portfolio Credit Default Swap (Ref. No. IRP5783424)

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Cr Link               BBB-/Watch Neg  BBB-

                      Prelude Europe CDO Ltd.
                          Series 2006-2

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Notes                 AA/Watch Neg    AA

         Series 2006-1 Segregated Portfolio of Greystone

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           B                     A/Watch Neg     A
           C                     BBB/Watch Neg   BBB

      STEERS Credit Linked Trust Minoa Tranche Series 2006-1

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Trust Cert            A+/Watch Neg    A+

           STEERS Randolph Gate CDO Trust Series 2006-1

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Trust unit            AA/Watch Neg    AA

                   Toronto-Dominion Bank (The)
           CDN$63,866,000 portfolio credit linked notes

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Prt Cr Lnk            BB+/Watch Neg   BB+

                   Toronto-Dominion Bank (The)
           CDN$263,860,000 Portfolio Credit Linked Notes

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           PtflCdtLk             BBB/Watch Neg   BBB

                            Tribune Ltd.
                             Series 26

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              -----
           Aspen-B2              A-/Watch Neg    A-

                         Walton SCDO 2003-1

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           A-2L                  AA/Watch Neg    AA
           A-2F                  AA/Watch Neg    AA
           B-1F                  BB+/Watch Neg   BB+


UNITED CUTLERY: Committee Hires Woolf McClane as Local Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
allowed the Official Committee of Unsecured Creditors in United
Cutlery Corp. and its debtor-affiliates' chapter 11 cases, to
retain Gregory C. Logue, Esq., and the firm Woolf, McClane,
Bright, Allen & Carpenter, PLLC, as its local counsel.

Woolf McClane will assist John Weider, Esq., and Ingrid Palermo,
Esq., at Harter Secrest & Emery, LLP, the Committee's lead
counsel.

Mr. Logue will charge $225 per hour for his services.  Mr. Logue
discloses other professionals at Woolf McClane bill:

        Designation               Hourly Rate
        -----------               -----------
        Associates                   $160
        Paralegals                    $80

Mr. Logue assures the Court that the firm does not hold nor
represent any interest adverse to the Debtors or their estates
within the meaning in Section 101(14) of the Bankruptcy Code.

Headquartered in Sevierville, Tennessee, United Cutlery Corp. --
http://www.unitedcutlery.com/-- manufactures hunting, camping,
fishing, military, utility, collectible, and fantasy knives.  The
Debtors also market fantasy-based swords, weapons and armor under
license from movie studios.  The Company and two of its affiliates
filed for chapter 11 protection on Oct. 2, 2006 (Bankr. E.D. Tenn.
Case No. 06-50884).  Maurice K. Guinn, Esq., at Gentry, Tipton &
McLemore P.C., represents the Debtors.  John Weider, Esq., and
Ingrid Palermo, Esq., at Harter Secrest & Emery, LLP, represent
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed estimated
assets and debts between $10 million and $50 million.  The
Debtors' exclusive period to file a chapter 11 plan expires on
Jan. 30, 2007.


UNITED CUTLERY: Files Schedules of Assets and Liabilities
---------------------------------------------------------
United Cutlery Corp. and its debtor-affiliates delivered its
Schedules of Assets and Liabilities to the U.S. Bankruptcy Court
for the Eastern District of Tennessee disclosing:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                     $150,000
  B. Personal Property               $9,814,288
  C. Property Claimed
     as Exempt
  D. Creditors Holding                                $17,950,969
     Secured Claims
  E. Creditors Holding                                   $108,159
     Unsecured Priority Claims
  F. Creditors Holding                                 $8,302,802
     Unsecured Nonpriority
     Claims
                                    -----------       -----------
     Total                           $9,964,288       $26,361,930

Headquartered in Sevierville, Tennessee, United Cutlery Corp. --
http://www.unitedcutlery.com/-- manufactures hunting, camping,
fishing, military, utility, collectible, and fantasy knives.  The
Debtors also market fantasy-based swords, weapons and armor under
license from movie studios.  The Company and two of its affiliates
filed for chapter 11 protection on Oct. 2, 2006 (Bankr. E.D. Tenn.
Case No. 06-50884).  Maurice K. Guinn, Esq., at Gentry, Tipton &
McLemore P.C., represents the Debtors.  John Weider, Esq., and
Ingrid Palermo, Esq., at Harter Secrest & Emery, LLP, represent
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed estimated
assets and debts between $10 million and $50 million.  The
Debtors' exclusive period to file a chapter 11 plan expires on
Jan. 30, 2007.


UNIVERSITY HEIGHTS: Foundation Wants Bankruptcy Case Dismissed
--------------------------------------------------------------
The Marty and Dorothy Silverman Foundation, the largest creditor
in University Heights Association, Inc.'s Chapter 11 case, asks
the U.S. Bankruptcy Court for the Northern District of New York,
to dismiss the Debtor's bankruptcy case, or in the alternative,
appoint a chapter 11 Trustee.

As reported in the Troubled Company Reporter on March 24, 2006,
the Foundation and the Debtor are parties in a litigation titled
"Marty and Dorothy Silverman Foundation v. University Heights
Association, Inc.," (Case No. 05-603478) in the New York State
Supreme Court, New York County.

The Foundation says this is the Debtor's second bad faith filing
in eight months.  The Debtor filed its first chapter 11 petition
on Feb. 13, 2006, in an attempt to prevent entry of a judgment
against it in an action filed by the Foundation in New York County
Supreme Court.  The Court dismissed the case on April 14, 2006.

On July 7, 2006, the Supreme Court rejected the Debtor's arguments
that loans made by the Foundations were "gifts" and ruled that UHA
must pay the Foundation $24,862,568.75.  On Oct. 11, 2006, the
parties submitted an agreed proposed judgment against the Debtor
effectuating the New York Order.  The very next day, before a
judgment had been entered, the Debtor filed a chapter 22 petition.

The case is a classic two-party dispute where the bankruptcy
statute is being misused to frustrate the creditor's efforts to
collect on a debt, the Foundation asserts.

                    No Business to Reorganize

The Foundation also contends that the Debtor is a single asset
entity that does not operate a business in any traditional sense.
The Foundation says that the Debtor is a non-profit corporation
whose business consists of owning a piece of real estate in
Albany, New York, much of which in turn has been leased by UHA to
insider institutions at below market terms.  The Foundation claims
that these leases generate no free cash flow since the lease
revenues are paid in their entirety to the trustee for certain
bonds that were issued to construct and renovate buildings for two
of the insider institutions -- the Albany Law School and Albany
Pharmacy College.  The Foundation says the Debtor is, in essence,
a conduit or shell through which the insider institutions, whose
representatives make up its board, lease property to themselves.

The Court will convene a hearing at 10:30 a.m., on Dec. 6, 2006,
to consider the Foundation's request.

Headquartered in Albany, New York, University Heights Association
Inc. -- http://www.universityheights.org/-- is composed of four
educational institutions that aim to enhance the economic vitality
and quality of life of its immediate community.  The company filed
for chapter 11 protection on Feb 13, 2006 (Bankr. N.D.N.Y. Case
No. 06-10226).  Judge Littlefield dismissed the Debtor's chapter
11 case due to bad faith filing.  On Oct. 12, 2006, the Debtor
filed a chapter 22 petition.  Francis J. Smith, Esq., at McNamee,
Lochner, Titus & Williams, PC, represents the Debtor in its
restructuring efforts.   When the Debtor filed for protection from
its creditors, it estimated assets and liabilities between $10
million and $50 million.


USA COMMERCIAL: Auctioning Assets on December 7
-----------------------------------------------
The Hon. Linda B. Riegle of the U.S. Bankruptcy Court for the
District of Nevada has approved the bid procedures governing the
sale of substantially all the assets of Debtor USA Capital First
Trust Deed Fund, LLC, and certain assets of Debtor USA Commercial
Mortgage Company.

Pursuant to the bid procedures, an auction for the assets will be
held before Judge Riegle at 9:30 a.m., on Dec. 7, 2006, at the U.S
Bankruptcy Court in Nevada, Foley Federal Building, 300 Las Vegas
Boulevard South, Courtroom 1 in Las Vegas, Nevada.

Assets to be sold include the FTD Fund's ownership interest as a
direct lender in 47 specifically identified loans, for a proposed
purchase price of $46.5 million and USACM's servicing rights in 80
specifically identified loans, including rights to collect
servicing fees and other fees for a proposed purchase price of
one-half of the first $1 million in servicing fees to be collected
by the Purchaser, as well as certain upside sharing and other
considerations.

The Debtors, in consultation with the Official Committees
appointed in their bankruptcy cases, will select the potential
bidders who will participate at the auction.

Parties interested in submitting an offer must submit their
preliminary qualifications by mail, hand-delivery or facsimile,
to:

   Counsel for the Debtors:

   Ray Quinney & Nebeker PC
   Attn: Annette W. Jarvis, Esq.
   36 S. State Street, Ste. 1400
   P.O. Box 45385
   Salt Lake City, UT 84145-0385
   Fax: (801) 532-7543


   Counsel for the Official Committee of
   Equity Holders of USA Capital First Trust
   Deed Fund, LLC:

   Stutman, Treister & Glatt, P.C.
   Attn: Frank A. Merola, Esq.
   1901 Avenue of the Stars, 12th Floor
   Los Angeles, CA 90067
   Fax: (310) 228-5788


   Counsel for the Official Committee of
   Holders of Executory Contract Rights
   through USA Commercial Mortgage Company:

   Gordon & Silver, Ltd.
   Attn: Gregory E. Garman, Esq.
   3960 Howard Hughes Pkwy., 9th Floor
   Las Vegas, NV 89109
   Fax: (702) 796-5555


   Counsel for the Official Committee of
   Equity Holders of USA Capital Diversified
   Trust Deed Fund, LLC:

   Orrick, Herrington & Sutcliffe LLP
   Attn: Marc A. Levinson, Esq.
   400 Capitol Mall, Suite 3000
   Sacramento, CA 95814-4497
   Fax: (916) 329-4900


   Counsel for the Official Committee of
   Unsecured Creditors of USA Commercial
   Mortgage Company:

   Lewis and Roca LLP
   Attn: Rob Charles, Esq.
   3993 Howard Hughes Pkwy., Suite 600
   Las Vegas, NV 89109
   Fax: (702) 949-8398

Only those parties selected by the Debtors will be asked to submit
a "Qualified Bid" by no later than 4:00 p.m. Pacific Time, on
Nov. 30, 2006.  Qualified bidders are required to make a good
faith cash or cash equivalent deposit of at least $2,325,000.

SPCP Group LLC has submitted a $46.5 million stalking-horse bid
for the assets.  In the event that SPCP is not selected as the
successful bidder at the auction, the Court allows the Debtors to
pay SPCP a break-up fee equal to $1.5 million.  The Debtors also
agree to reimburse SPCP up to $500,000 for expenses incurred
related to the purchase.

A copy of the bid procedures for the sale of the Debtors' assets
is available for a fee at:

http://www.researcharchives.com/bin/download?id=061119214829

                    About USA Commercial

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represent the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, has been employed as Chief Restructuring Officer
for the Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represent the Official Committee of Unsecured Creditors of USA
Commercial Mortgage Company.  Edward M. Burr at Sierra Consulting
Group, LLC, gives financial advice to the Creditors Committee of
USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represent the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., gives
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represent the Official Committee of Equity Security Holders of USA
Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at Alvarez
& Marsal, LLC, gives financial advise to the Equity Committee of
USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.


USG CORP: Prices $500 Million 6.30% Notes at 99.927% of Principal
-----------------------------------------------------------------
USG Corporation announced the pricing of a private offering of
$500 million aggregate principal amount of its 6.30% Senior Notes
due Nov. 15, 2016.  The notes will be the unsecured obligations of
USG and will be sold to investors at a price of 99.927% of the
principal amount, plus any accrued interest from Nov. 17, 2006.

The offering of the notes was expected to close on or about
Nov. 17, 2006.

The Company intends to use the net proceeds of the private
offering for any or a combination of the following: to pay a
portion of its $3.05 billion contingent payment note that was
issued to the Section 524(g) asbestos trust created under its plan
of reorganization, to replace a portion of the commitments or
repay a portion of amounts outstanding under the term loan
facility under its credit agreement entered into in August 2006,
for working capital purposes and/or for general corporate
purposes.

The Company disclosed that the notes will be offered and sold only
to qualified institutional buyers in accordance with Rule 144A
under the Securities Act of 1933.

Headquartered in Chicago, Illinois, USG Corporation
-- http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  The
Debtors emerged from bankruptcy protection on June 20, 2006.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2006
Standard & Poor's Ratings Services assigned its 'BB+' debt rating
to the proposed $500 million senior unsecured notes of USG Corp.,
due 2016.  The rating outlook is stable.


USXL FUNDING: S&P Places BB- Rating on $14-Mil Class B-1 Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to USXL Funding II LLC's $325 million equipment contract-
backed notes series 2006-1.

The preliminary ratings are based on information as of
Nov. 16, 2006.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

     -- The class A notes benefit from a financial guarantee
        provided by Financial Guaranty Insurance Co.;

     -- The credit enhancement provides multiple coverage of the
        company portfolio's historical base-case losses;

     -- A 1% nonamortizing liquidity reserve;

     -- The transaction's cash flow structure, which was
        subjected to various stresses requested by
        Standard & Poor's;

     -- A sound legal structure; and

     -- The designated back-up and successor servicer, and a
        transition reserve account created to mitigate any
        potential risk associated with a transfer of servicing.

                   Preliminary Ratings Assigned

                        USXL Funding II LLC

    Class                   Rating            Amount
    -----                   ------            ------
    A-1                     AAA               $311,000,000
    B-1                     BB-                 14,000,000


VALEANT PHARMA: S&P Cuts Corporate Credit Rating to B+ from BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Costa
Mesa, Califorinia-based Valeant Pharmaceuticals International. The
corporate credit rating was lowered to 'B+' from 'BB-'.

The ratings remain on CreditWatch with negative implications,
where they were placed Oct. 24, 2006 to reflect the ongoing
uncertainty regarding the company's inability to file its Form 10-
Q for the third quarter and the consequences if the company is not
able to resolve the situation in 60 days.

"The ratings downgrade reflects our concern regarding specialty
pharmaceutical company Valeant's continued struggles to generate
earnings and cash flow growth," explained Standard & Poor's credit
analyst Arthur Wong.

Sales growth of the company's core product portfolio has been
tepid.  Valeant is highly reliant on product acquisitions for
growth.  Compelling product acquisition opportunities, however,
are few, and those that do exist are expensive for the company.
Valeant also faces increasing R&D funding needs and, with the
major setback in the development of its lead product prospect, no
new product launches are expected soon from the company's
internal pipeline.

The third-quarter 10-Q filing delay was attributed to Valeant's
need to restate its financials, possibly as far back as 1997, due
to errors in accounting for stock option grants.  This failure to
file on time constitutes a default of reporting requirements under
the company's convertible and high-yield note agreements, which,
if not cured within 60 days, could result in an acceleration of
the amounts outstanding under those notes. Standard & Poor's will
monitor the cost and ability of Valeant to cope with this
situation before resolving the CreditWatch listing.


VICTORY MEMORIAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Victory Memorial Hospital
             699 92nd Avenue
             Brooklyn, NY 11228

Bankruptcy Case No.: 06-44387

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
Victory Memorial Ambulance Services, Inc.        06-44388
Victory Memorial Pharmacy, Inc.                  06-44389

Type of Business: Victory Memorial Hospital is a not-for profit,
                  full service acute care voluntary hospital with
                  approximately 241 beds and a skilled nursing
                  unit with 150 beds.  Victory Hospital provides a
                  full range of medical services with a focus on
                  community care and a program of community
                  outreach to the Brooklyn community.

                  Victory Ambulance is a for-profit subsidiary of
                  Victory Hospital and provides Victory Hospital
                  with ambulance services.

                  Victory Pharmacy is a for-profit subsidiary of
                  Victory Hospital without any employees or
                  assets.

Chapter 11 Petition Date: Nov. 15, 2006

Court: U.S. Bankruptcy Court Eastern District of New York
       (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Timothy W. Walsh and Jeremy R. Johnson
                  DLA Piper US LLP
                  1251 Avenue of the Americas
                  New York, NY 10020
                  Tel: (212) 335-4500
                  Fax: (212) 335-4501

Total Assets: $1 Million to $100 Million

Total Debts: $1 Million to $100 Million

The Debtors did not file a schedule of their 20 largest creditors.


VISTEON CORP: Seeks Lenders' Approval for $100MM Additional Loan
----------------------------------------------------------------
Visteon Corporation is seeking lender approval for an additional
$100 million to $200 million in secured term loans under its
existing $800 million seven-year secured term loan that expires in
June 2013.

The Company says the action will further enhance its liquidity as
it executes its three-year plan, and allows the company to take
advantage of strong financial market conditions.

Under provisions of the seven-year secured term loan, Visteon can
increase the term loan by as much as $100 million and to raise an
amount greater than $100 million, it will require lenders approval
under the term loan and the $350 million U.S. asset-based
revolving credit facility.

"Given the current strength of market conditions, we believe it is
a prudent time to further enhance the liquidity of Visteon as we
implement our three-year plan," James F. Palmer, executive vice
president and chief financial officer, said.

J.P. Morgan Securities Inc. and Citigroup Global Markets, Inc.
will act as lead arrangers for the transaction; JPMorgan Chase
Bank, N.A. is the administrative agent.  The Company expects to
complete the transaction in 2006, which is subject to final
documentation and other conditions.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  With corporate offices in the Michigan
(U.S.); Shanghai, China; and Kerpen, Germany; the company has more
than 170 facilities in 24 countries and employs approximately
50,000 people.

At Sept. 30, 2006 the Company's balance sheet showed total assets
of $6.721 billion and total liabilities of $6.823 billionresulting
in a total shareholders' deficit of $102 miilion.  Total
shareholders' deficit at Dec. 31, 2005 stood at $48 million.

                          *     *     *

Standard & Poor's Ratings Services has lowered its long-term
corporate credit rating on Visteon Corp. to 'B' from 'B+' and its
short-term rating to 'B-3' from 'B-2'.  These actions stem from
the company's weaker-than-expected earnings and cash flow
generation, caused by vehicle production cuts, inefficiencies at
several plant locations, sharply lower aftermarket product sales,
continued pressure from high raw material costs, and several
unusual items that will impact 2006 results.


WALTON SCDO: S&P Places Ratings on Negative CreditWatch
-------------------------------------------------------
Standard & Poor's Ratings Services placed Walton SCDO's 2003-1
Classs B-1F debt rating on CreditWatch with negative implications.

Standard & Poor's Ratings Services also placed 26 U.S. synthetic
CDO tranche ratings on CreditWatch with negative implications.

Concurrently, one tranche rating is placed on CreditWatch with
positive implications.

The CreditWatch negative placements reflect negative rating
migration in the transactions' respective portfolios and synthetic
rated overcollateralization ratios that fell below 100% during the
month-end run.  The rating placed on CreditWatch positive had an
SROC ratio that was above 100% at a higher rating level during the
month-end run.

Ratings List:

               Aphex Capital MOTIVE Series 2004-C

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           A                     AA/Watch Neg    AA

                          Arlo III Ltd.
                    Series 2005 (Green Park)

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Notes                 AA/Watch Neg    AA

                     Barton Springs CDO SPC
                        Series 2005-2 SEG

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           B-1                   A+/Watch Neg    A+
           B-2                   A+/Watch Neg    A+

                       Blue Point CDO SPC
                         Series 2005-1

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           A-1                   AA+/Watch Neg   AA+
           A-2                   AA+/Watch Neg   AA+

                       Blue Point CDO SPC
                         Series 2005-2

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           A                     AA+/Watch Neg   AA+

                   Credit Linked Notes Ltd. 2005-1

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Notes                 AA-/Watch Neg   AA-

                    Jefferson Valley CDO SPC
                          Series 2006-1
                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           A                     AA-/Watch Neg   AA-
           B-1                   A-/Watch Neg    A-
           B-2                   A-/Watch Neg    A-

                       Morgan Stanley ACES SPC
                           Series 2005-15
                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           III A                 A/Watch Neg     A
           III B                 A/Watch Neg     A

                       Morgan Stanley ACES SPC
                           Series 2005-16
                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Ser2005-16            A-/Watch Neg    A-

                       Morgan Stanley ACES SPC
                            Series 2006-3

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           IA                    AA/Watch Neg    AA
           IB                    AA/Watch Neg    AA
           IC                    AA/Watch Neg    AA

                       Morgan Stanley ACES SPC
                            Series 2006-5

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           IA                    AAA/Watch Neg   AAA

                       Morgan Stanley ACES SPC
                            Series 2006-7

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           IIA                   A-/Watch Neg    A-

                       Morgan Stanley ACES SPC
                            Series 2006-9

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           II                    A/Watch Neg     A

                       Morgan Stanley ACES SPC
                            Series 2006-12

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           I                     A+/Watch Neg    A+

                    Morgan Stanley Managed ACES SPC
                            Series 2006-4

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           II                    AA/Watch Pos    AA

       Portfolio Credit Default Swap (Ref. No. IRP5783424)

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Cr Link               BBB-/Watch Neg  BBB-

                      Prelude Europe CDO Ltd.
                          Series 2006-2

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Notes                 AA/Watch Neg    AA

         Series 2006-1 Segregated Portfolio of Greystone
                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           B                     A/Watch Neg     A
           C                     BBB/Watch Neg   BBB

      STEERS Credit Linked Trust Minoa Tranche Series 2006-1

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Trust Cert            A+/Watch Neg    A+

           STEERS Randolph Gate CDO Trust Series 2006-1

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Trust unit            AA/Watch Neg    AA

                   Toronto-Dominion Bank (The)
           CDN$63,866,000 portfolio credit linked notes

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Prt Cr Lnk            BB+/Watch Neg   BB+

                   Toronto-Dominion Bank (The)
           CDN$263,860,000 Portfolio Credit Linked Notes

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           PtflCdtLk             BBB/Watch Neg   BBB

                            Tribune Ltd.
                             Series 26

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              -----
           Aspen-B2              A-/Watch Neg    A-

                         Walton SCDO 2003-1

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           A-2L                  AA/Watch Neg    AA
           A-2F                  AA/Watch Neg    AA
           B-1F                  BB+/Watch Neg   BB+


WORLDGATE COMMS: Posts $3.5 Mil. Net Loss in Third Quarter of 2006
------------------------------------------------------------------
WorldGate Communications Inc. filed its financial statements for
the third quarter ended Sept. 30, 2006, with the Securities and
Exchange Commission on Nov. 9, 2006.

For the three months ended Sept. 30, 2006, the Company reported a
$3.591 million net loss, compared with a $2.647 million net loss
in the comparable period in 2005.

Revenues for the three and nine months ended Sept. 30, 2006, were
$962,000 and $1.658 million, respectively, primarily reflecting
the initial product revenues from the Company's direct
distribution of the Ojo product subsequent to the termination of
its exclusive distribution agreement with its former distributor
on Feb. 17, 2006.  These revenues represent deliveries of
videophones and related service fees.

Revenues during the three and nine months ended Sept. 30, 2005,
were $2.290 million and $3.866 million, respectively, and reflect
product inventory build up by the Company's former distributor.

The reduction in revenue during 2006 with respect to comparable
periods in 2005, primarily reflects the delay in the Company's
sales activities as a result of transitioning the reseller network
of our former distributor and adding incremental direct
distribution.

During the quarters ended June 30, 2006, and Sept. 30, 2006, the
Company shipped several thousand units to customers with a right
of return should the units not be sold through to their customer.

Revenue for these units were deferred as of Sept. 30, 2006, in
accordance with FAS 48 "Revenue Recognition when a Right of Return
Exists."  The Company, however, do expect to begin recording these
shipments as revenue as and when these units are sold by its
customers.

The cost of revenues, consisting of product and delivery costs
relating to the initial deliveries of videophones, was $894,000
and $2.076 million, respectively, for the three and nine months
ended Sept. 30, 2006.

Costs of revenues during the three and nine months ended Sept. 30,
2005, were $2.450 million and $3.840 million, respectively.

In addition, reduced inventory valuation, freight charges, product
rework expenses, reserves for warranty and other costs related to
the product further increased the cost of revenues by $184,000 and
$235,000, respectively, for the three and nine months ended
Sept. 30, 2006.

                           Balance Sheet

At Sept. 30, 2006, the Company's balance sheet showed $12.976
million in total assets, $8.838 million in total liabilities,
$130,000 in redeemable preferred stock, and $4.008 million in
total stockholders' equity.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Marcum & Kliegman LLP expressed substantial doubt about WorldGate
Communications, Inc.'s ability to continue as a going concern.
The accounting firm pointed to the Company's recurring losses from
operations and accumulated deficit of $229 million after auditing
its financial statements for the year ended Dec. 31, 2005.

                  About WorldGate Communications

Trevose, Pa.-based WorldGate Communications Inc. (NASDAQ: WGAT) --
http://www.wgate.com/-- designs, manufactures, and distributes
personal video phones.  WorldGate's products is marketed to
consumers through cable, DSL, VoIP and satellite service providers
as well as through retail stores worldwide under the Ojo brand
name.


* BOND PRICING: For the week of November 13 -- November 17, 2006
----------------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
ABC Rail Product                     10.500%  12/31/04     0
Adelphia Comm.                        6.000%  02/15/06     1
Adelphia Comm.                        3.250%  05/01/21     0
Allegiance Tel.                      11.750%  02/15/08    41
Allegiance Tel.                      12.875%  05/15/08    41
Amer & Forgn Pwr                      5.000%  03/01/30    64
Amer Color Graph                     10.000%  06/15/10    69
Antigenics                            5.250%  02/01/25    66
Anvil Knitwear                       10.875%  03/15/07    69
Archibald Candy                      10.000%  11/01/07     0
ATA Holdings                         13.000%  02/01/09     4
Atlantic Coast                        6.000%  02/15/34    13
Autocam Corp.                        10.875%  06/15/14    51
Bank New England                      9.500%  02/15/96    13
Bank New England                      8.750%  04/01/99     6
BBN Corp                              6.000%  04/01/12     0
Budget Group Inc                      9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    58
Calpine Corp                         10.500%  05/15/06    75
Calpine Corp                          8.750%  07/15/07    74
Calpine Corp                          7.875%  04/01/08    74
Calpine Corp                          7.750%  04/15/09    73
Calpine Corp                          8.625%  08/15/10    52
Calpine Corp                          8.500%  02/15/11    52
Calpine Corp                          6.000%  09/30/14    42
Calpine Corp                          7.750%  06/01/15    35
Calpine Corp                          4.750%  11/15/23    51
Cell Therapeutic                      5.750%  06/15/08    70
Central Tractor                      10.625%  04/01/07     0
Chic East Ill RR                      5.000%  01/01/54    57
Clark Material                       10.750%  11/15/06     0
Collins & Aikman                     10.750%  12/31/11     4
Comcast Corp                          2.000%  10/15/29    41
Cooper Standard                       8.375%  12/15/14    74
Dal-Dflt09/05                         9.000%  05/15/16    35
Dana Corp                             9.000%  08/15/11    74
Dana Corp                             5.850%  01/15/15    72
Dana Corp                             7.000%  03/15/28    69
Dana Corp                             7.000%  03/01/29    69
Delco Remy Intl                      11.000%  05/01/09    50
Delco Remy Intl                       9.375%  04/15/12    41
Delta Air Lines                       7.700%  12/15/05    36
Delta Air Lines                       9.250%  12/27/07    29
Delta Air Lines                      10.000%  08/15/08    39
Delta Air Lines                       7.900%  12/15/09    38
Delta Air Lines                      10.125%  05/15/10    36
Delta Air Lines                      10.375%  02/01/11    34
Delta Air Lines                       9.750%  05/15/21    35
Delta Air Lines                       9.250%  03/15/22    35
Delta Air Lines                      10.375%  12/15/22    37
Delta Air Lines                       8.000%  06/03/23    37
Delta Air Lines                       2.875%  02/18/24    36
Delta Air Lines                       8.300%  12/15/29    39
Delta Air Lines                      10.000%  06/01/11    70
Delta Air Lines                      10.060%  01/02/16    73
Delta Mills Inc                       9.625%  09/01/07    23
Deutsche Bank NY                      8.500%  11/15/16    71
Diamond Triumph                       9.250%  04/01/08    71
Diva Systems                         12.625%  03/01/08     1
Dov Pharmaceutic                      2.500%  01/15/25    50
Drum Financial                       12.875%  09/15/99     0
Dura Operating                        9.000%  05/01/09     6
Dura Operating                        8.625%  04/15/12    27
Duty Free Int'l                       7.000%  01/15/04     0
DVI Inc                               9.875%  02/01/04     8
E.Spire Comm Inc                     13.750%  07/15/07     0
E.Spire Comm Inc                     10.625%  07/01/08     0
Eagle Family Food                     8.750%  01/15/08    74
Empire Gas Corp                       9.000%  12/31/07     1
Epix Medical Inc                      3.000%  06/15/24    71
Exodus Comm Inc                      10.750%  12/15/09     0
Exodus Comm Inc                      11.625%  07/15/10     0
Fedders North AM                      9.875%  03/01/14    70
Federal-Mogul Co.                     8.330%  11/15/01    63
Federal-Mogul Co.                     8.370%  11/15/01    61
Federal-Mogul Co.                     8.370%  11/15/01    63
Federal-Mogul Co.                     8.160%  03/06/03    65
Federal-Mogul Co.                     8.250%  03/03/05    65
Federal-Mogul Co.                     7.375%  01/15/06    68
Federal-Mogul Co.                     8.800%  04/15/07    68
Federal-Mogul Co.                     7.500%  01/15/09    68
Finova Group                          7.500%  11/15/09    30
Ford Motor Co                         7.125%  11/15/25    74
Ford Motor Co                         6.625%  02/15/28    73
Ford Motor Co                         7.750%  06/15/43    75
Ford Motor Co                         7.400%  11/01/46    73
Ford Motor Co                         7.700%  05/15/97    74
GB Property Fndg                     11.000%  09/29/05    57
Golden Books Pub                     10.750%  12/31/04     0
GST Network Fndg                     10.500%  05/01/08     0
Gulf Mobile Ohio                      5.000%  12/01/56    75
HNG Internorth                        9.625%  03/15/06    38
Home Prod Intl                        9.625%  05/15/08    71
Imperial Credit                       9.875%  01/15/07     0
Inland Fiber                          9.625%  11/15/07    64
Insight Health                        9.875%  11/01/11    25
Iridium LLC/CAP                      10.875%  07/15/05    24
Iridium LLC/CAP                      11.250%  07/15/05    25
Iridium LLC/CAP                      13.000%  07/15/05    26
Iridium LLC/CAP                      14.000%  07/15/05    25
Isolagen Inc.                         3.500%  11/01/24    75
IT Group Inc                         11.250%  04/01/09     0
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                       9.875%  02/15/02    30
Kaiser Aluminum                      12.750%  02/01/03     7
Kellstrom Inds                        5.750%  10/15/02     0
Kellstrom Inds                        5.500%  06/15/03     0
Tom's Foods Inc                      10.500%  11/01/04     9
Kmart Corp                            9.350%  01/02/20    10
Kmart Funding                         9.440%  07/01/18    23
Liberty Media                         4.000%  11/15/29    67
Liberty Media                         3.750%  02/15/30    62
Lifecare Holding                      9.250%  08/15/13    59
Macsaver Financl                      7.400%  02/15/02     5
Macsaver Financl                      7.875%  08/01/03     5
Macsaver Financl                      7.600%  08/01/07     5
Merisant Co                           9.500%  07/15/13    63
MHS Holdings Co                      16.875%  09/22/04     0
Movie Gallery                        11.000%  05/01/12    66
MSX Int'l Inc.                       11.375%  01/15/08    73
Muzak LLC                             9.875%  03/15/09    62
New Orl Grt N RR                      5.000%  07/01/32    70
Northern Pacific RY                   3.000%  01/01/47    57
Northern Pacific RY                   3.000%  01/01/47    57
Northwest Airlines                    9.179%  04/01/10    27
Northwest Airlines                    6.625%  05/15/23    63
Northwest Airlines                    7.625%  11/15/23    63
Northwest Airlines                    8.875%  06/01/06    63
Northwest Airlines                    8.700%  03/15/07    65
Northwest Airlines                    9.875%  03/15/07    66
Northwest Airlines                    7.875%  03/15/08    63
Northwest Airlines                   10.000%  02/01/09    64
Northwest Airlines                    9.152%  04/01/10     7
NTK Holdings Inc                     10.750%  03/01/14    70
Nutritional Src                      10.125%  08/01/09    66
Oakwood Homes                         7.875%  03/01/04     9
Oakwood Homes                         8.125%  03/01/09     9
Oscient Pharm                         3.500%  04/15/11    70
OSU-DFLT10/05                        13.375%  10/15/09     0
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                       9.125%  04/15/17     0
Overstock.com                         3.750%  12/01/11    70
Pac-West-Tender                      13.500%  02/01/09    64
PCA LLC/PCA Fin                      11.875%  08/01/09    19
Pegasus Satellite                     9.750%  12/01/06    11
Pegasus Satellite                    13.500%  03/01/07     0
Pegasus Satellite                    12.375%  08/01/08    11
Pegasus Satellite                     9.625%  10/15/49    13
Phar-mor Inc                         11.720%  09/11/02     2
Piedmont Aviat                       10.250%  01/15/49     3
Pixelworks Inc                        1.750%  05/15/24    69
Plainwell Inc                        11.000%  03/01/08     2
Pliant Corp                          13.000%  07/15/10    53
Polaroid Corp                         7.250%  01/15/07     0
Polaroid Corp                        11.500%  02/15/06     0
Primus Telecom                       12.750%  10/15/09    73
Primus Telecom                        3.750%  09/15/10    39
Primus Telecom                        8.000%  01/15/14    58
PSINET Inc                           11.000%  08/01/09     0
Radnor Holdings                      11.000%  03/15/10    12
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp.                       6.500%  09/01/04     8
RJ Tower Corp.                       12.000%  06/01/13    15
Scotia Pac Co                         7.110%  01/20/14    75
Spinnaker Inds                       10.750%  10/15/06     0
Tribune Co                            2.000%  05/15/29    67
Trism Inc                            12.000%  02/15/05     0
United Air Lines                      8.700%  10/07/08    39
United Air Lines                      9.210%  01/21/17     7
United Air Lines                      9.200%  03/22/08    49
United Air Lines                      9.300%  03/22/08    49
United Air Lines                      9.350%  04/07/16    33
United Air Lines                     10.020%  03/22/14    52
United Air Lines                     10.110%  01/05/06     3
United Air Lines                     10.110%  02/19/49    48
United Air Lines                     10.850%  02/19/15    48
United Homes Inc                     11.000%  03/15/05     0
US Air Inc.                          10.800%  01/01/49    10
US Air Inc.                          10.750%  01/15/49     0
Venture Holdings                     11.000%  06/01/07     0
Venture Holdings                     12.000%  06/01/09     0
Vesta Insurance Group                 8.750%  07/15/25     9
Werner Holdings                      10.000%  11/15/07     8
Wheeling-Pitt St                      6.000%  08/01/10    70
Winstar Comm Inc                     12.500%  04/15/08     0
Winstar Comm Inc                     12.750%  04/15/10     0
World Access Inc                     13.250%  01/15/08     5
Xerox Corp                            0.570%  04/21/18    43
Ziff Davis Media                     12.000%  07/15/10    42

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***