TCR_Public/061121.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, November 21, 2006, Vol. 10, No. 277

                             Headlines

ADVOCACY & RESOURCES: DIP Financing Hearing Scheduled Today
ADVOCACY & RESOURCES: Chapter 11 Trustee Hires Manier as Counsel
ALLIED HOLDINGS: Court OKs Amendments to SunTrust Lease Agreement
AMERICANA FOODS: Sr. Lenders' Claims Acquired by 2118769 Ontario
AMERICAN AIRLINES: Moody's Assigns Loss-Given-Default Ratings

AMERICAN COMMERCIAL: Moody's Assigns Loss-Given-Default Ratings
AMERICAN INVESTORS: Aviva Buyout Prompts Moody's Ratings Upgrade
AMERUS GROUP: Aviva Buyout Prompts Moody's Ratings Upgrade
AMSTED INDUSTRIES: Moody's Assigns Loss-Given-Default Ratings
ANCHOR GLASS: Appeals $5.5-Million Plant Value Assessment

ARMSTRONG WORLD: 7 Directors Own 8,183 Phantom Stock Units Each
ARMSTRONG WORLD: 2006 Third Quarter Earnings Down to $39.2 Mil.
ATHENA NEUROSCIENCES: Moody's Holds B3 Rating on $613MM Sr. Notes
ATLANTIC EXPRESS: Moody's Assigns Loss-Given-Default Ratings
AVIVA PLC: AmerUs Purchase Prompts Moody's Ratings Upgrade

BANC OF AMERICA: Moody's Rates Class T2-B-1 Certificates at Ba2
BANC OF AMERICA: S&P Assigns Low-B Ratings on 6 Certificates
BEAR CANADIAN: Moody's Rates $15.2MM Class D 6.5% Notes at Ba3
BEAR STEARNS: Credit Enhancement Cues Fitch to Hold Junk Ratings
BEAR STEARNS: Fitch Holds Low-B Ratings on Six Cert Classes

BEAR STEARNS: Fitch Lifts Rating on $5.3-Mil. Certificates to BB+
BECKMAN COULTER: Earns $47.4 Million in 2006 3rd Fiscal Quarter
BENNINGTON COLLEGE: Moody's Holds Ba1 rating on $7.8-Mil. Bonds
BIOVAIL CORPORATION: Event Risk Cues Moody's Negative Outlook
BLOCKBUSTER INC: Credit Concerns Cue Fitch to Hold Junk Ratings

BLOCK COMMUNICATIONS: Weak Performance Cues S&P's CreditWatch
BOMBARDIER INC: Prices New EUR1.9 Billion Issue of Senior Notes
BROOK MAYS: Asks Court to Extend Cash Collateral Use Until Feb. 15
BUILDING MATERIALS: Earns $17.1 Million in Quarter Ended October 1
CABLEVISION SYSTEMS: Posts $59.1 Million Net Loss in Third Quarter

CALPINE CORP: Court Approves Miller Buckfire as Sale Advisor
CALPINE CORP: Wants to Refinance Blue Spruce Loan with Beal Bank
CANADA MORTGAGE: Moody's Rates $2-Mil. Class F Certificates at B2
CARRAWAY METHODIST: Administrator Appoints Seven-Member Committee
CARRAWAY METHODIST: Court OKs Greenberg Traurig as Panel's Counsel

CITIGROUP COMMERCIAL: Fitch Rates Three Cert Classes at Low-Bs
CLEARWATER FUNDING: Fitch Cuts Rating on $31.5-Mil. Notes to BB-
COMPANHIA SIDERURGICA: Wheeling Shareholders Reject Firm's Offer
COMPLETE PRODUCTION: S&P Rates Proposed $600MM Sr. Notes at 'B'
CONTINENTAL AIRLINES: Moody's Assigns Loss-Given-Default Ratings

COPELANDS' ENT: Assigns Leasehold Rights to Sports Authority
COVENTRY HEALTH: Earns $147.5 Million in 2006 Third Quarter
CREDIT SUISSE: Fitch Holds Low-B Ratings on 3 Certificate Classes
CREDIT SUISSE: Fitch Lifts Rating on $13.6-Mil. Certs. to BB
DATALOGIC INT'L: Expects to Issue $2.45MM of 10% Promissory Notes

DELPHI CORP: Seeks to Recover Receivables from NYCH LLC
DELTA AIR: Comair Pilots to Conduct Informational Picketing Today
DLJ COMMERCIAL: Fitch Holds B Rating on $6.3-Million Certificates
DLJ COMMERCIAL: Fitch Lifts Rating on $6.6-Mil. Certificates to BB
DOUGLAS DYNAMICS: Declining Results Prompt S&P's Neg. Outlook

ENRON CORP: Wants $300,000 Electroimpact Settlement Approved
ESCHELON TELECOM: Moody's Affirms Corporate Family Rating at B3
EVERGREEN INT'L: Moody's Assigns Loss-Given-Default Ratings
FIDELITY NATIONAL: Fitch Rates $200 Million Senior Notes at BB+
TIAA CMBS: Fitch Holds Low-B Rating on Four Certificate Classes

FOUNDATION RE: S&P Rates $67.5-Million Class G Notes at B
FOUR SEASONS: S&P Pares Corp. Credit Rating to 'BB+' from 'BBB-'
FRASER PAPERS: S&P Downgrades Corp. Credit Ratings to B-
GAP INC: Disappointing Sales Cue S&P's Ratings Downgrade
GE CAPITAL: Fitch Holds Low-B Rating on Three Certificate Classes

GENERAL NUTRITION: Parent Corporation Prices Senior Notes
GENEVA STEEL: Court Confirms Chapter 11 Liquidation Plan
GMAC COMMERCIAL: Fitch Holds Junk Ratings on Class N & O Certs.
GOODYEAR TIRE: S&P Rates $1 Billion Debentures at 'B-'
GOODYEAR TIRE: Fitch Rates New Private Placement Notes at CCC+

GREAT LAKES: Moody's Assigns Loss-Given-Default Ratings
GREENBRIER COMPANIES: Moody's Assigns Loss-Given-Default Ratings
GS MORTGAGE: S&P Assigns Initial Low-B Ratings to 2 Cert Classes
HARTMAN COMMERCIAL: KeyBank Waives Covenant Defaults Under LOC
H-LINES FINANCE: Moody's Assigns Loss-Given-Default Ratings

HOLLINGER INC: Ct. Rejects Injunction Continuance against Radler
INFOUSA INC: Planned Opinion Deal Cues Moody's to Hold Ba3 Rating
IRIDIUM SATELLITE: Reports Subscriber Growth as of September 30
ISTAR FINANCIAL: Declares Preferred Stock Dividends
J.P. MORGAN: Expected Losses Cue Fitch to Junk Ratings

KANSAS CITY: Fitch Rates $175 Million 7.625% Senior Notes at 'B+'
KANSAS CITY SOUTHERN: Moody's Assigns Loss-Given-Default Ratings
KIDDER PEABODY: Fitch Holds BB+ Rating on Class B-1 Certificates
KLEROS REAL: Moody's Rates $5 Mil. Class C Notes Due 2046 at Ba2
LIFECARE HOLDINGS: S$P Lowers Corp. Credit Rating to B- from B

MERRILL LYNCH: S&P Holds Low-B Ratings on Six Cert Classes
MORGAN STANLEY: Fitch Holds Junk Rating on 3 Certificate Classes
MORGAN STANLEY: Fitch Holds Low-B Ratings on Six Cert Classes
MORTGAGE ASSET: Fitch Holds Low-B Ratings on 2 Certificate Classes
MWAM CBO: Moody's Puts Ba2-Rated Notes on Watch for Downgrade

NORTHWEST PARKWAY: Fitch Junks Rating on $420-Mil. Sr. Bonds
NVIDIA CORP: Shareholders File Derivative Lawsuit
NVF CO: Committee Wants Flaster/Greenberg as Conflicts Counsel
NVF COMPANY: Wants Richardson Properties' Employment Extended
ONEIDA LTD: Challenges Termination Fees Sought by PBGC

ORIUS CORP: Court Confirms 2nd Amended Joint Plan of Liquidation
PENNANT CBO: Moody's Affirms Ca Rating on $15-Mil. Class D Notes
PERFORMANCE TRANSPORTATION: Court OKs Yucaipa DIP Loan Stipulation
PERFORMANCE TRANSPORTATION: Wants Until Feb. 28 to Remove Actions
PHELPS DODGE: Inks $25.9 Billion Merger Pact with Freeport-McMoRan

POLYMER GROUP: Poor Performance Cues Moody's Negative Outlook
PORTRAIT CORP: Court Gives Final Consent to Berenson's Employment
PORTRAIT CORP: Panel Taps Halperin Battaglia as Conflicts Counsel
RADIATION THERAPY: S&P Downgrades Corp. Credit Rating to BB-
RADNOR HOLDINGS: Files Schedules of Assets and Liabilities

RADNOR HOLDINGS: Panel Wants Stevens & Lee's Work Scope Expanded
RAILAMERICA INC: Fortress Merger Cues S&P's Negative Watch
REFCO INC: Wants to Sell FXA'a Customer Lists to Saxo Bank
SAINT VINCENTS: Court Issues Final Order Allowing CIT's Retention
SAINT VINCENTS: LENNOX NEDD Agrees to Withdraw Lawsuit

SEA CONTAINERS: U.K. Regulator May Issue Financial Directions
SEA CONTAINERS: Wind-Up Petition Hearing Scheduled on December 1
SIENA TECHNOLOGIES: Closes $1 Million Financing
SIERRA PACIFIC: Launches Tender Offers for $100MM Debt Securities
STRUCTURED ASSET: Fitch Holds Junk Rating on Five Cert. Classes

STRUCTURED ASSET: Fitch Holds Junk Ratings on Three Issues
TARRANT COUNTY: Moody's Withdraws C Rating on $80 Mil. Debt Issue
TATER TIME: Wash. Labor Department Seeks Case Dismissal
TOLEDO EDISON: Fitch Rates $300-Mil 6.15% Sr. Notes at BB+
TOWER AUTOMOTIVE: Excl. Plan-Filing Period Intact Until Nov. 30

TOWER AUTOMOTIVE: Delays Form 10-Q Filing for Qtr. Ended Sept. 30
TRIBUNE CO: Earns $164 Million in 3rd Quarter Ended September 24
TRUE NORTH: Closes Acquisition of C3 Online Marketing
TRUE TEMPER: Weak Performance Cues S&P's Negative CreditWatch
UNIVERSITY HEIGHTS: Hires Girvin & Ferlazzo as Special Counsel

UNITED CUTLERY: Hires Ragsdale & Waters as Special Counsel
UNIVERSITY HEIGHTS: Files Schedules of Assets and Liabilities
US AIRWAYS: Fitch Holds CCC Issuer Default Rating
USA COMMERCIAL: Excl. Solicitation Period Intact Until Dec. 31
VESTA INSURANCE: Court OKs Second Amended Disclosure Statement

VESTA INSURANCE: Wants Panel to Vote on Gaines' Liquidation Plan
VULCAN ENERGY: Merger Cues Moody's to Hold Senior Ratings at Ba2
WASTE CONNECTIONS: Buying Waste Management's Southeast Operations
WENDY'S INT'L: Gets Tenders for 27,887,000 Common Shares
WERNER LADDER: Wants to Expand PwC's Scope of Duties as Auditor

WESTERN MEDICAL: Asks Court's Nod for Apria Contracts Assumption

* Large Companies with Insolvent Balance Sheets

                             *********

ADVOCACY & RESOURCES: DIP Financing Hearing Scheduled Today
-----------------------------------------------------------
The Honorable Keith M. Lundin of the U.S. Bankruptcy Court for the
Middle District of Tennessee will convene a hearing at 9:00 a.m.
today, Nov. 21, 2006, to consider Advocacy and Resources
Corporation's request to obtain up to $1 million in debtor-in-
possession loans.  The DIP financing hearing will be held at
Courtroom 2 of the U.S. Bankruptcy Court, Customs House, 701
Broadway in Nashville, Tennessee.

An unidentified lender has extended a $1 million funding
commitment to the Debtor.  The funding will be used to resume the
Debtor's operations and support continuing operations, acquire raw
materials and inventory, and pay for related operational costs.

The lender will provide funds to the Debtor in the form of a
revolving credit loan in the initial amount of $750,000; with a
maximum amount of $1 million.

The loan will bear interest at a rate of 20% per annum and is
payable in full on the earlier of Dec. 31, 2007, the effective
date of a Plan of reorganization, the conversion of the Debtors'
bankruptcy case to a Chapter 7 liquidation proceeding, or the
closing of the sale of the Debtor's Gould Drive property.

Borrowings under the DIP credit facility will be secured by a lien
on all post-petition inventory and receivables acquired and
generated as a result of the loan proceeds.  However, these liens
will have no effect on any liens asserted by AmSouth Bank, N.A.

The Debtor is seeking emergency approval of the DIP financing
agreement in order to:

        -- qualify to bid for a contract under the U.S Department
           Agriculture's Javits-Wagner-O'Day Program.  The Debtor
           is required to submit a bid no later than
           Nov. 28, 2006;

        -- bring a number of the employees that were laid off
           back to work on a full-time status and avoid the
           possible negative impact of its bankruptcy on these
           employees; and

        -- minimize the risk of losing potential contracts that
           have been placed on hold because of the bankruptcy
           filing.

Headquartered in Cookeville, Tennessee, Advocacy and Resources
Corporation is a non-profit corporation that manufactures food
products for feeding programs operated by the U.S. Government.
Customers include the U.S. Department of Agriculture, the
Department of Defense, and other private distribution firms.  The
Company filed for chapter 11 protection on June 20, 2006 (Bankr.
M.D. Tenn. Case No. 06-03067).  John Hayden Rowland, Esq., at
Baker Donelson Bearman Caldwell and Berkowitz, P.C., represents
the Debtor.  When the Debtor filed for chapter 11 protection, it
estimated assets and debts between $10 million and $50 million.


ADVOCACY & RESOURCES: Chapter 11 Trustee Hires Manier as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee in
Cookeville has authorized Michael E. Collins, Esq., the Chapter 11
Trustee for Advocacy and Resources Corporation's estate, to employ
Manier & Herod, PC, as his bankruptcy counsel, nunc pro tunc to
July 13, 2006.

Manier & Herod will:

    a. prepare and file appropriate pleadings, including without
       limitation, applications, complaints, answers, motions,
       orders, and other documents;

    b. represent the Trustee at hearings, proceedings, meetings
       and other appearances in court and before other tribunals
       and administrative agencies on behalf of Trustee related to
       the collection action;

    c. review and analyze financial data;

    d. negotiate with certain creditors and their counsel, if
       any; and

    e. provide other services as are necessary or appropriate in
       representation of the Trustee in connection with the
       administration of the Debtor's estate.

Mr. Collins is a member at Manier & Herod.  He will serve as the
primary counsel for this engagement and will bill $300 per hour.

The firm's other professionals bill:

         Professional                  Hourly Rate
         ------------                  -----------
         Principals                    $265 - $375
         Associates                    $150 - $225
         Paralegals                     $90 - $120

Mr. Collins assures the Court that his firm does not represent any
adverse interest to the Debtor or its estate

Headquartered in Cookeville, Tennessee, Advocacy and Resources
Corporation is a non-profit corporation that manufactures food
products for feeding programs operated by the U.S. Government.
Customers include the U.S. Department of Agriculture, the
Department of Defense, and other private distribution firms.  The
Company filed for chapter 11 protection on June 20, 2006 (Bankr.
M.D. Tenn. Case No. 06-03067).  John Hayden Rowland, Esq., at
Baker Donelson Bearman Caldwell and Berkowitz, P.C., represents
the Debtor.  When the Debtor filed for chapter 11 protection, it
estimated assets and debts between $10 million and $50 million.


ALLIED HOLDINGS: Court OKs Amendments to SunTrust Lease Agreement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia has
authorized Allied Holdings, Inc., and its debtor-affiliates to
amend and assume certain lease agreements with SunTrust Leasing
Corporation.

As reported in the Troubled Company Reporter on Nov. 9, 2006,
BancBoston Leasing, Inc., leased certain truck tractors and car-
haul trailers to Allied Systems, Ltd. (L.P.) pursuant to:

    * a master equipment lease dated June 30, 1998; and
    * lease supplements nos. 6 and 7, each dated May 17, 1999.

Allied Holdings, Inc., agreed to be liable for the payment and
performance of all Allied Systems' Lease obligations pursuant to
an equipment lease guaranty dated June 29, 1998.  The Lease
Supplements were later assigned to SunTrust Leasing.

The Master Lease and Lease Supplements provide for, among other
things:

    -- the lessee's option to purchase the equipment at the end of
       the seven-year term for a purchase price equal to 25% of
       the lessor's acquisition cost;

    -- the return of the Equipment to the Lessor at the conclusion
       of the seven-year term if the Lessee does not exercise its
       purchase option;

    -- the Lessor's sale of the Equipment if it is returned at the
       end of the lease term; and

    -- a "terminal rental adjustment clause", which states that if
       the equipment is returned to the Lessor and sold, a one-
       time lump-sum adjustment will be due based on the amount of
       the net sales proceeds for the Equipment.

The Lease Supplements expired on May 31, 2006.

The parties subsequently entered into a third amendment with
respect to the Lease Supplements, the terms of which include:

    (1) the Lessee will cure any rent defaults, including those
        arising prepetition;

    (2) the term of the lease will be extended for one year;

    (3) during the Extended Term, Lessee will pay monthly rent at
        the pre-expiry rate set forth in the Lease Supplements;

    (4) the Lessee's obligation to pay rent and any TRAC Amount
        will be an administrative expense; and

    (5) the TRAC Amount will be reduced by 87.5% of the rent paid
        during the Extended Term.

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. 34;
Bankruptcy Creditors' Service, Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


AMERICANA FOODS: Sr. Lenders' Claims Acquired by 2118769 Ontario
----------------------------------------------------------------
2118769 Ontario Inc., a company controlled by CoolBrands
International Inc.'s acting President & CEO Michael Serruya,
entered into an agreement to acquire, at par, all of the
indebtedness of the senior lenders under the credit facility
provided to Americana Foods, L.P., which is guaranteed by
CoolBrands.  Americana is CoolBrands' 50.1% owned joint venture
facility based in Dallas, Texas, which is currently in U.S.
bankruptcy proceedings and is in default of its obligations to the
senior lenders.

In connection with the purchase, 2118769 has entered into a
forbearance agreement with CoolBrands pursuant to which 2118769
has agreed for a period of six months not to take any action to
demand repayment of the indebtedness on account of existing
defaults under the Americana credit facility.  The terms of the
Americana credit facility remain unchanged and JPMorgan Chase Bank
N.A. continues in its capacity as administrative agent under the
credit facility.  In addition, as part of this transaction, the
senior lenders have provided a forbearance agreement relating to
the remaining debt of CoolBrands that they hold, pursuant to which
they agree for a period of six months not to take any action to
demand repayment of the indebtedness on account of existing
defaults under the CoolBrands credit facility.

The total debt of CoolBrands is approximately US$25 million of
which approximately US$21.7 million is debt of Americana and was
acquired by 2118769.  CoolBrands' credit facility continues to be
held by JPMorgan Chase Bank N.A. and the other senior lenders.

JPMorgan Chase Bank N.A. and the other senior lenders have also
agreed to continue to make available to CoolBrands a US$8 million
revolving line of credit.  In connection therewith, 2118769 has
provided a US$5 million letter of credit from which the senior
lenders can draw in the event that CoolBrands does not repay such
revolving line of credit.  The debt acquired by 2118769 is
subordinated to this revolving line of credit.

Effective Nov. 17, 2006, CoolBrands' independent directors were
replaced by Romeo DeGasperis, Garry Macdonald and Ronald W. Binns.
Each of the audit committee, the corporate governance committee
and the compensation committee were also reconstituted and are now
comprised of the three new independent directors.  At the request
of 2118769, CoolBrands' four current independent directors and the
current Co-Chairman, President and Chief Executive Officer, David
J. Stein, have resigned as directors to facilitate the agreement
by the lenders to forbear from exercising their rights under the
credit facilities.  CoolBrands thanks the directors for their
services.  Michael Serruya has agreed to assume the positions of
President and Chief Executive Officer of CoolBrands, on an interim
basis, replacing Mr. Stein who will continue as Head of Strategic
Planning of CoolBrands.

In consideration of 2118769 agreeing to enter into the forbearance
arrangement with CoolBrands and providing the line of credit to
the senior lenders, the newly reconstituted board of directors of
CoolBrands has authorized the issuance by CoolBrands to 2118769 of
warrants to purchase 5,500,000 subordinate voting shares of
CoolBrands, which represents approximately 9.8% of the shares
currently outstanding.  The exercise price of the warrants is
CDN$0.50, and the term of the warrants is five years from the date
of grant.  CoolBrands has received conditional approval from the
TSX for the listing of the 5,500,000 shares that may be issued to
2118769 upon exercise of the warrants.  Although the transaction
is considered to be a "related party transaction", CoolBrands is
relying on the financial hardship exemption contained in section
604(e) of the TSX Company Manual in connection with the issuance
of these warrants at an exercise price that is below market price.

The newly constituted board of directors of CoolBrands believes
that these transactions should provide CoolBrands with sufficient
time to restructure its financial affairs and address its
liquidity issues.  In deciding to approve the transactions, the
new independent directors of CoolBrands and the board of directors
as a whole determined that CoolBrands is in serious financial
difficulty, the transactions are designed to improve the financial
position of CoolBrands, and the terms of the transactions are
reasonable in the circumstances.

              A Background Summary of New Directors

Romeo DeGasperis is the CEO and a Vice-President of Con-Drain
Company Limited, a private company operating in Ontario.  He is
also a director of Futureway Communications, a full service
provider of local and long distance telephone, high-speed Internet
and data center service to homes and businesses in the Greater
Toronto Area.  Mr. DeGasperis was also an independent director of
CoolBrands from February 2000 to August 2006.

Garry Macdonald is currently the President and Principal of
Maccess Management Inc., a private company providing strategic
planning, business development and consultancy services.  From
1998 to 2002, he served as President and CEO of Country Style Food
Services Inc.  Between 1989 and 1998, Mr. Macdonald was the
President and CEO of the Franchise Operations Division of Maple
Leaf Foods Inc.

Ronald W. Binns is currently the CFO of Nevada Capital Corporation
Ltd.  From 1989 to 2002, he served as the CFO of Franco-Nevada
Mining Corporation Ltd.  Mr. Binns obtained his Chartered
Accountancy with Coopers & Lybrand in 1984, has lectured
extensively for the B.C. Institute of Chartered Accountants and
"Big Four" accounting firms and has been a director of several
public and private companies.

                      About Americana Foods

Based in Dallas, Texas, Americana Foods Limited Partnership aka
Americana Foods I Limited Partnership, a subsidiary of CoolBrands
International Inc. (TSX: COB.A), manufactures soft serve mixes,
packaged ice cream, frozen snacks and other food products for
CoolBrands and for well known national retailers, food companies
and restaurant chains.  CB Americana LLC filed an involuntary
chapter 7 Case against the Company on Oct. 11, 2006 (Bankr. N.D.
Tex. Case No. 06-34387).  CB Americana is represented in the case
by Jason S. Brookner, Esq., at Andrews Kurth LLP.


AMERICAN AIRLINES: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its Probability-of-Default and Loss-Given-Default rating
methodology for the Transportation sector, the rating agency
confirmed its B3 Corporate Family Rating for AMR Corp. and its
subsidiary, American Airlines Inc.

In addition, Moody's revised or held its probability-of-default
ratings and assigned loss-given-default ratings on these
debentures:

Issuer: AMR Corp.

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Unsecured
   Notes, Debentures     Caa2     Caa2     LGD5       81%

   Shelf Unsecured       Caa2     Caa2     LGD5       81%


Issuer: American Airlines Inc.

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Guaranteed Senior
   Secured Revolving
   Credit Facility        B2       B1      LGD2       27%

   Guaranteed Senior
   Secured Term Loan      B2       B1      LGD2       27%

   IRB's                 Caa2     Caa2     LGD5       81%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

American Airlines, Inc., American Eagle, and the
AmericanConnection regional airlines -- http://www.AA.com/--  
serve more than 250 cities in over 40 countries with more than
3,800 daily flights.  The combined network fleet numbers more than
1,000 aircraft.  American Airlines, Inc. and American Eagle are
subsidiaries of AMR Corporation.


AMERICAN COMMERCIAL: Moody's Assigns Loss-Given-Default Ratings
---------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Transportation sector, the rating agency
confirmed its B1 Corporate Family Rating for American Commercial
Lines LLC, and held its rating on the company's 9.5% Senior Notes
Due 2015.  In addition, Moody's assigned an LGD5 rating to those
bonds, suggesting noteholders will experience an 80% loss in the
event of a default.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Based in Jeffersonville, Indiana, American Commercial Lines LLC
-- http://www.aclines.com/-- is a fully integrated network of
marine transportation companies, operating approximately 3,375
barges and 140 towboats on the inland waterways of North and South
America and transporting more than 45 million tons of freight
annually.  In addition, ACL operates marine construction, repair
and ancillary service facilities, and river terminals.  At the end
of 2004, ACL employed approximately 2,660 individuals.


AMERICAN INVESTORS: Aviva Buyout Prompts Moody's Ratings Upgrade
----------------------------------------------------------------
Moody's Investors Service upgraded the credit ratings of AmerUs
Group Co. after the company's acquisition by Aviva PLC on Nov. 15,
2006.

American Investors Life Insurance Company, AmerUs Life Insurance
Company, and Indianapolis Life Insurance Company are all wholly-
owned subsidiaries of AmerUs Group Co.

The insurance financial strength ratings of the company's three
principal operating companies-AmerUs Life Insurance Company,
American Investors Life Insurance Company, and Indianapolis Life
Insurance Company were also upgraded to A1 from A3.

The rating action concludes the review for possible upgrade
initiated on July 13, 2006, after the signing of a definitive
acquisition agreement between AmerUs and Aviva.

The outlook on all of the ratings is stable.

Moody's said that the upgrade of AmerUs' ratings is based on the
new ownership and implied support from Aviva--one of the largest
insurance groups in Europe--whose major subsidiaries are rated Aa3
for insurance financial strength.

"Now that AmerUs is the flagship for Aviva's U.S. operations, we
expect AmerUs to benefit from being part of a larger and stronger
insurance group with substantial resources and capital available,
if necessary," says Moody's Vice President-Senior Credit Officer,
Robert P. Donohue.

Moody's said that the three-notch upgrade for the senior debt
rating of the AmerUs holding company relative to the two-notch
upgrade for the AmerUs operating companies' insurance financial
strength ratings was based on the view that the holding company
now benefited not only from the earnings and cash flows from the
AmerUs operating companies, but also from the potential support
directly from parent company Aviva.

The rating agency commented that AmerUs' strengths include its
good quality investment portfolio, ample capital adequacy, and
relatively high margins on its core equity-indexed product
offering.  Mitigating credit challenges include the company's
heavy sales concentration in equity-indexed products, a high level
of intangible assets on its balance sheet, and modest consolidated
statutory profitability and earnings growth.

These ratings were upgraded:

   * AmerUs Group Co.

      -- senior unsecured debt to A3 from Baa3;

      -- provisional senior debt to (P)A3 from (P)Baa3;

      -- provisional subordinated debt to (P)Baa1 from (P)Ba1;
         and,

      -- provisional preferred stock to (P)Baa2 from (P)Ba2

   * AmerUs Life Insurance Company

      -- insurance financial strength to A1 from A3

   * American Investors Life Insurance Company

      -- insurance financial strength to A1 from A3

   * Indianapolis Life Insurance Company

      -- insurance financial strength to A1 from A3;
      -- surplus notes to A3 from Baa2

   * AmerUs Capital I

      -- preferred stock to Baa1 from Ba1

   * AmerUs Capital II, III, IV, and V:

      -- provisional preferred stock to (P)Baa1 from (P)Ba1

AmerUs Group Co., based in Des Moines, Iowa, is the holding
company for Aviva's U.S. life insurance operations.

As of Sept. 30, 2006, the company reported consolidated GAAP
assets of approximately $26 billion and consolidated GAAP
shareholders' equity of about $1.7 billion.


AMERUS GROUP: Aviva Buyout Prompts Moody's Ratings Upgrade
----------------------------------------------------------
Moody's Investors Service upgraded the credit ratings of AmerUs
Group Co. after the company's acquisition by Aviva PLC on
Nov. 15, 2006.

The insurance financial strength ratings of the company's three
principal operating companies-AmerUs Life Insurance Company,
American Investors Life Insurance Company, and Indianapolis Life
Insurance Company were also upgraded to A1 from A3.

The rating action concludes the review for possible upgrade
initiated on July 13, 2006, after the signing of a definitive
acquisition agreement between AmerUs and Aviva.

The outlook on all of the ratings is stable.

Moody's said that the upgrade of AmerUs' ratings is based on the
new ownership and implied support from Aviva--one of the largest
insurance groups in Europe--whose major subsidiaries are rated Aa3
for insurance financial strength.

"Now that AmerUs is the flagship for Aviva's U.S. operations, we
expect AmerUs to benefit from being part of a larger and stronger
insurance group with substantial resources and capital available,
if necessary," says Moody's Vice President-Senior Credit Officer,
Robert P. Donohue.

Moody's said that the three-notch upgrade for the senior debt
rating of the AmerUs holding company relative to the two-notch
upgrade for the AmerUs operating companies' insurance financial
strength ratings was based on the view that the holding company
now benefited not only from the earnings and cash flows from the
AmerUs operating companies, but also from the potential support
directly from parent company Aviva.

The rating agency commented that AmerUs' strengths include its
good quality investment portfolio, ample capital adequacy, and
relatively high margins on its core equity-indexed product
offering.  Mitigating credit challenges include the company's
heavy sales concentration in equity-indexed products, a high level
of intangible assets on its balance sheet, and modest consolidated
statutory profitability and earnings growth.

These ratings were upgraded:

   * AmerUs Group Co.

      -- senior unsecured debt to A3 from Baa3;

      -- provisional senior debt to (P)A3 from (P)Baa3;

      -- provisional subordinated debt to (P)Baa1 from (P)Ba1;
         and,

      -- provisional preferred stock to (P)Baa2 from (P)Ba2

   * AmerUs Life Insurance Company

      -- insurance financial strength to A1 from A3

   * American Investors Life Insurance Company

      -- insurance financial strength to A1 from A3

   * Indianapolis Life Insurance Company

      -- insurance financial strength to A1 from A3;
      -- surplus notes to A3 from Baa2

   * AmerUs Capital I

      -- preferred stock to Baa1 from Ba1

   * AmerUs Capital II, III, IV, and V:

      -- provisional preferred stock to (P)Baa1 from (P)Ba1

AmerUs Group Co., based in Des Moines, Iowa, is the holding
company for Aviva's U.S. life insurance operations.

As of Sept. 30, 2006, the company reported consolidated GAAP
assets of approximately $26 billion and consolidated GAAP
shareholders' equity of about $1.7 billion.  American Investors
Life Insurance Company, AmerUs Life Insurance Company, and
Indianapolis Life Insurance Company are all wholly-owned
subsidiaries of AmerUs Group Co.


AMSTED INDUSTRIES: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its Probability-of-Default and Loss-Given-Default rating
methodology for the Transportation sector, the rating agency
confirmed its B2 Corporate Family Rating for Amsted Industries
Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Secured
   Revolver Due 2011      B1       Ba3     LGD3       30%

   Senior Secured
   Term Loan Due 2013     B1       Ba3     LGD3       30%

   Senior Secured
   Delayed Draw Term
   Loan Due 2013          B1       Ba3     LGD3       30%

   10.25% Guaranteed
   Senior Global
   Notes Due 2011         B3       Caa1    LGD5       80%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Based in Chicago, Illinois, Amsted Industries, Inc. --
http://www.amsted.com/-- is a diversified manufacturer of
industrial components serving primarily the railroad, vehicular,
and construction and building markets.  Amsted currently designs,
manufactures and markets products primarily for the North American
marketplace where 85% of their revenues are derived.  The company
has 47 manufacturing facilities located in 11 countries with
approximately 9,200 employees worldwide.


ANCHOR GLASS: Appeals $5.5-Million Plant Value Assessment
---------------------------------------------------------
Anchor Glass Container Corporation disagrees with the Fayette
County Assessor's determination that Anchor Hocking's South
Connellsville glass plant has a combined assessed value of
$5,590,000, Amy Zalar of The Herald Standard reports.  The Company
has appealed the County Assessor's estimate before the Fayette
County Tax Assessment Appeals Board.

Jeffrey Bloom, Esq., Anchor Glass' counsel, has presented to the
Appeals Board a $1,870,000 appraisal for the deserted glass plant,
according to The Herald Standard.  The $1.8 million assessment was
prepared by an Illinois company in April 2006.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents Anchor Glass in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When Anchor Glass filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts.  The Court confirmed Anchor Glass' second
Amended Plan of Reorganization on April 18, 2006.  Anchor Glass
emerged from Chapter 11 protection on May 3, 2006. (Anchor Glass
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ARMSTRONG WORLD: 7 Directors Own 8,183 Phantom Stock Units Each
---------------------------------------------------------------
In separate Form 4 filings with the Securities and Exchange
Commission, seven directors of Armstrong World Industries, Inc.,
disclosed that each of them directly owns 8,183 units of Phantom
Stock pursuant to AWI's 2006 Phantom Stock Unit Plan.

The Directors are James J. Gaffney, Robert C. Garland, Judith R.
Haberkorn, Russell F. Peppet, Arthur J. Pergament, John Joseph
Roberts, and Alexander M. Sanders, Jr.

Of the 8,183 Phantom Stock Units, 2,183 units will vest on the
earlier date of the award's one-year anniversary or the date of
any change in control, while the other 6,000 units will vest in
one-thirds on the first, second and third anniversaries of the
award or if earlier, upon the date of any change in control.

The Phantom Stock Units will expire on the earlier of (i) the six-
month anniversary of the director's separation from service for
any reason other than removal for cause or (ii) the date of any
change in control.

Based in Lancaster, Pennsylvania, Armstrong World Industries, Inc.
-- http://www.armstrong.com/-- the major operating subsidiary of
Armstrong Holdings, Inc., designs, manufactures and sells interior
floor coverings and ceiling systems, around the world.

The company and its affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469). StephenKarotkin,
Esq., at Weil, Gotshal & Manges LLP, and Russell C.Silberglied,
Esq., at Richards, Layton & Finger, P.A., represent the Debtors in
their restructuring efforts.  The company and its affiliates
tapped the Feinberg Group for analysis, evaluation, and treatment
of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

The Bankruptcy Court confirmed AWI's plan on Nov. 18, 2003.  The
District Court Judge Robreno confirmed AWI's Modified Plan on
Aug. 14, 2006.  The Clerk entered the formal written confirmation
order on Aug. 18, 2006.  The company's "Fourth Amended Plan of
Reorganization, as Modified," has become effective and AWI has
emerged from Chapter 11.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on Armstrong World Industries Inc. to 'BB' from 'D',
following the Company's emergence from bankruptcy on Oct. 2, 2006.
The outlook is stable.


ARMSTRONG WORLD: 2006 Third Quarter Earnings Down to $39.2 Mil.
---------------------------------------------------------------
Armstrong World Industries Inc. reported third quarter 2006 net
sales of $973.6 million, higher by 4% than third quarter net sales
of $937 million in 2005, which includes a $13 million favorable
impact from foreign exchange rates.

Net earnings for the quarter were reported at $39.2 million versus
$46.1 million for the comparable quarter in the prior year.

Operating income for the quarter increased to $67.4 million from
$66.5 million in the third quarter of 2005.  Adjusted operating
income for the quarter of $82.5 million increased 27% compared
with adjusted operating income of $65.2 million in the prior year
quarter.

The year-over-year growth in third quarter 2006 adjusted operating
income benefited from price increases in excess of manufacturing
cost inflation, improved product mix in European businesses,
improved direct manufacturing costs in all businesses, and lower
manufacturing period expense in our floor businesses.  Increased
earnings in its WAVE joint venture also contributed to the growth.
Notably, the growth was achieved despite significant volume
declines in North American resilient business where vinyl declines
offset laminate growth.

                        Segment Highlights

Resilient Flooring net sales were $304.8 million in the third
quarter of 2006 and $311.5 million in the same period of 2005.
Excluding the favorable impact of foreign exchange rates, net
sales decreased 4%.  The decline was primarily due to decreased
volume for vinyl products in North America.  The Company reported
operating loss of $2.9 million in the quarter compared with
reported income in the third quarter of 2005 of $7.7 million.
Adjusted operating income of $4.5 million compared with
$5.9 million on the same basis in the prior year period.  The
decline is primarily attributable to lower sales.  The benefits of
increased manufacturing efficiency were greater than the impact of
cost inflation in the period.

Wood Flooring net sales of $217.2 million in the current quarter
declined 1% from $220.2 million in the prior year as weakness in
the U.S. housing markets drove volume declines in both engineered
and solid wood floors.  Reported operating income of $16.5 million
in the quarter was below the $25.7 million reported in the third
quarter of 2005.  The reduction in operating income was due to the
sales volume decline combined with higher lumber prices and
increased promotional spending.  Production costs improved during
the period.

Textiles and Sports Flooring net sales in the third quarter of
2006 increased to $86.3 million from $79.7 million.  Excluding the
effects of favorable foreign exchange rates of $3.9 million, sales
grew 3% primarily on higher volume in carpet tiles and better
price realization in broadloom carpet.  Reported operating income
of $4.2 million in 2006 increased from $3.2 million in 2005 on the
growth in sales.

Building Products net sales of $304.5 million in the current
quarter increased from $268.2 million in the prior year.
Excluding the effects of favorable foreign exchange rates of
$5 million, sales increased by 12% primarily due to price
increases made to offset inflationary pressures, and improved
product mix in both the U.S. and European markets.  Volume
increased in North America and the Pacific Rim.  Reported
operating income increased to $59.7 million from operating income
of $43.1 million in the third quarter of 2005.  The growth was
driven by improved price realization, better product mix and
increased equity earnings in WAVE.

Cabinet net sales in the third quarter of 2006 of $60.8 million
increased 6% from $57.4 million in 2005 on higher selling prices
and improved product mix.  Volume decreased slightly.  Reported
operating income for the third quarter of $3.8 million improved
from the prior year's $300,000 operating loss, primarily driven by
the sales growth, and lower SG&A spending.

                       Year-to-Date Results

For the nine-month period ending Sept. 30, 2006, net sales were
$2.795 billion compared with $2.696 billion reported for the first
nine months of 2005.  Excluding the $10.4 million impact from
unfavorable foreign exchange rates, net sales increased by 4%.
The sales growth was due to improved price and product mix on flat
volume, and all segments grew sales except Resilient Flooring.

Operating income in the first nine months of 2006 was
$188.1 million compared with operating income of $110.2 million
for the same period in 2005.  Adjusted operating income of
$209.9 million increased 59% compared with adjusted operating
income of $131.9 million in the prior year period.  The
improvement in operating income was primarily due to higher sales,
improved manufacturing productivity and reduced SG&A expenses.

                             Outlook

For the fourth quarter of 2006, the Company expects commercial
markets are expected to remain strong, while the decline in the
U.S. housing market will continue to reduce volumes in its
residential businesses.  On a consolidated basis, improved prices
are anticipated to continue to offset cost inflation, and
reductions in direct manufacturing costs are expected to be
sustained.

The Company disclosed that due to fresh start reporting
adjustments associated with its Oct. 2, 2006, emergence from
Chapter 11, reported fourth quarter operating income will not be
comparable to prior periods.

A full-text copy of AWI's Third Quarter 2006 Financial Report may
be viewed at no charge at http://ResearchArchives.com/t/s?148d

Based in Lancaster, Pennsylvania, Armstrong World Industries, Inc.
-- http://www.armstrong.com/-- the major operating subsidiary of
Armstrong Holdings, Inc., designs, manufactures and sells interior
floor coverings and ceiling systems, around the world.

The company and its affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469). StephenKarotkin,
Esq., at Weil, Gotshal & Manges LLP, and Russell C.Silberglied,
Esq., at Richards, Layton & Finger, P.A., represent the Debtors in
their restructuring efforts.  The company and its affiliates
tapped the Feinberg Group for analysis, evaluation, and treatment
of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

The Bankruptcy Court confirmed AWI's plan on Nov. 18, 2003.  The
District Court Judge Robreno confirmed AWI's Modified Plan on
Aug. 14, 2006.  The Clerk entered the formal written confirmation
order on Aug. 18, 2006.  The company's "Fourth Amended Plan of
Reorganization, as Modified," has become effective and AWI has
emerged from Chapter 11.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on Armstrong World Industries Inc. to 'BB' from 'D',
following the Company's emergence from bankruptcy on Oct. 2, 2006.
The outlook is stable.


ATHENA NEUROSCIENCES: Moody's Holds B3 Rating on $613MM Sr. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed new
senior unsecured notes of Elan Finance PLC reflecting a guarantee
from Elan Corporation PLC and material subsidiaries.  At the same
time, Moody's affirmed Elan's existing ratings and the stable
rating outlook.

Athena Neurosciences is a wholly owned subsidiary of Elan.
Moody's affirmed its B3 rating on Athena's $613 million senior
notes due 2008, which are guaranteed by Elan Corporation.

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

The new senior notes are being sold in a privately negotiated
transaction without registration under the Securities Act of 1933
under circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.

The issuance has been designed to permit resale under Rule 144A.

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

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

The rating outlook is stable.

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

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

Rating assigned:

   * Elan Finance, PLC

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

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

Ratings affirmed:

   * Elan Corporation, PLC

     -- B3 corporate family rating

   * Elan Finance, PLC

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

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

   * Athena Neurosciences Finance, LLC

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


ATLANTIC EXPRESS: Moody's Assigns Loss-Given-Default Ratings
------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its Probability-of-Default and Loss-Given-Default rating
methodology for the Transportation sector, the rating agency held
its Caa2 Corporate Family Rating for Atlantic Express
Transportation Corp., and held its rating on the company's
Guaranteed Senior Secured Notes due on 2008.  Additionally,
Moody's assigned an LGD4 rating to those notes, suggesting
noteholders will experience a 52% loss in the event of a default.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Based in Staten Island, NY, Atlantic Express Transportation Corp.
-- http://www.atlanticexpress.com/-- provides school bus
transportation in the United States.  The Company has contracts to
provide school bus transportation in 111 school districts in New
York, Missouri, Massachusetts, California, Pennsylvania, New
Jersey and Illinois.  The Company has a fleet of approximately
6,000 vehicles to service its school bus operations, consisting of
school buses, minivans and cars, lift and ramp-equipped vehicles,
coaches and service and support vehicles.


AVIVA PLC: AmerUs Purchase Prompts Moody's Ratings Upgrade
----------------------------------------------------------
Moody's Investors Service upgraded the credit ratings of AmerUs
Group Co. after the company's acquisition by Aviva PLC on
Nov. 15, 2006.

AmerUs Group Co., based in Des Moines, Iowa, is the holding
company for Aviva's U.S. life insurance operations.

The insurance financial strength ratings of the company's three
principal operating companies-AmerUs Life Insurance Company,
American Investors Life Insurance Company, and Indianapolis Life
Insurance Company were also upgraded to A1 from A3.

The rating action concludes the review for possible upgrade
initiated on July 13, 2006, after the signing of a definitive
acquisition agreement between AmerUs and Aviva.

The outlook on all of the ratings is stable.

Moody's said that the upgrade of AmerUs' ratings is based on the
new ownership and implied support from Aviva -- one of the largest
insurance groups in Europe -- whose major subsidiaries are rated
Aa3 for insurance financial strength.

"Now that AmerUs is the flagship for Aviva's U.S. operations, we
expect AmerUs to benefit from being part of a larger and stronger
insurance group with substantial resources and capital available,
if necessary," says Moody's Vice President-Senior Credit Officer,
Robert P. Donohue.

Moody's said that the three-notch upgrade for the senior debt
rating of the AmerUs holding company relative to the two-notch
upgrade for the AmerUs operating companies' insurance financial
strength ratings was based on the view that the holding company
now benefited not only from the earnings and cash flows from the
AmerUs operating companies, but also from the potential support
directly from parent company Aviva.

The rating agency commented that AmerUs' strengths include its
good quality investment portfolio, ample capital adequacy, and
relatively high margins on its core equity-indexed product
offering.  Mitigating credit challenges include the company's
heavy sales concentration in equity-indexed products, a high level
of intangible assets on its balance sheet, and modest consolidated
statutory profitability and earnings growth.

These ratings were upgraded:

   * AmerUs Group Co.

      -- senior unsecured debt to A3 from Baa3;

      -- provisional senior debt to (P)A3 from (P)Baa3;

      -- provisional subordinated debt to (P)Baa1 from (P)Ba1;
         and,

      -- provisional preferred stock to (P)Baa2 from (P)Ba2

   * AmerUs Life Insurance Company

      -- insurance financial strength to A1 from A3

   * American Investors Life Insurance Company

      -- insurance financial strength to A1 from A3

   * Indianapolis Life Insurance Company

      -- insurance financial strength to A1 from A3;
      -- surplus notes to A3 from Baa2

   * AmerUs Capital I

      -- preferred stock to Baa1 from Ba1

   * AmerUs Capital II, III, IV, and V:

      -- provisional preferred stock to (P)Baa1 from (P)Ba1

As of Sept. 30, 2006, the company reported consolidated GAAP
assets of approximately $26 billion and consolidated GAAP
shareholders' equity of about $1.7 billion.  American Investors
Life Insurance Company, AmerUs Life Insurance Company, and
Indianapolis Life Insurance Company are all wholly-owned
subsidiaries of AmerUs Group Co.


BANC OF AMERICA: Moody's Rates Class T2-B-1 Certificates at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Banc of America Funding 2006-7 Trust, and
ratings ranging from Aa1 to Ba2 to the mezzanine and subordinate
certificates in the deal.

Two segregated sets of certificates were issued by the trust, the
"Shifting Interest Certificates" and the "Overcollateralized
Certificates", each backed by a separate collateral group.

The securitization is backed by SunTrust Mortgage, Inc., Bank of
America, N.A., MortgageIT, Inc. and various originators originated
fixed-rate Alt A mortgage loans.  The ratings are based primarily
on the credit quality of the loans and on the protection from
subordination.  The ratings on the Overcollateralized Certificates
are also based on the protection from overcollateralization and
excess spread.

Moody's expects losses on the collateral backing the Shifting
Interest Certificates to range from 0.3% to 0.5%, and it expects
losses on the collateral backing the Overcollateralized
Certificates to range from 1.1% to 1.3%.

SunTrust Mortgage, Inc., Bank of America, N.A., and Wells Fargo
Bank, N.A. will service the loans.  Wells Fargo Bank, N.A. will
act as master servicer.

Moody's has assigned SunTrust Mortgage, Inc., its servicer quality
rating of SQ2+ as a primary servicer of prime residential mortgage
loans and Bank of America, N.A. its top servicer quality rating of
SQ1 as a primary servicer of prime residential mortgage loans.

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

These are the rating actions:

   * Banc of America Funding 2006-7 Trust

   * Mortgage Pass-Through Certificates, Series 2006-7

                     Cl. 1-A-1, Assigned Aaa
                     Cl. 1-A-2, Assigned Aaa
                     Cl. 1-A-3, Assigned Aaa
                     Cl. 1-A-4, Assigned Aaa
                     Cl. 1-A-5, Assigned Aaa
                     Cl. 1-A-6, Assigned Aaa
                     Cl. 1-A-7, Assigned Aaa
                     Cl. 1-A-8, Assigned Aaa
                     Cl. 1-A-9, Assigned Aaa
                     Cl. 1-A-10, Assigned Aaa
                     Cl. 1-A-11, Assigned Aaa
                     Cl. 1-A-12, Assigned Aaa
                     Cl. 30-IO,  Assigned Aaa
                     Cl. 30-PO,  Assigned Aaa
                     Cl. T2-A-1, Assigned Aaa
                     Cl. T2-A-2, Assigned Aaa
                     Cl. T2-A-3, Assigned Aaa
                     Cl. T2-A-4, Assigned Aaa
                     Cl. T2-A-5, Assigned Aaa
                     Cl. T2-A-6, Assigned Aaa
                     Cl. T2-A-7, Assigned Aaa
                     Cl. T2-A-8, Assigned Aaa
                     Cl. T2-A-A, Assigned Aa1
                     Cl. T2-A-B, Assigned Aaa
                     Cl. T2-M-1, Assigned Aa1
                     Cl. T2-M-2, Assigned Aa2
                     Cl. T2-M-3, Assigned Aa3
                     Cl. T2-M-4, Assigned A1
                     Cl. T2-M-5, Assigned A2
                     Cl. T2-M-6, Assigned A3
                     Cl. T2-M-7, Assigned Baa2
                     Cl. T2-M-8, Assigned Baa3
                     Cl. T2-B-1, Assigned Ba2


BANC OF AMERICA: S&P Assigns Low-B Ratings on 6 Certificates
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Banc of America Commercial Mortgage Trust 2006-6's
$2.46 billion commercial mortgage pass-through certificates
series 2006-6.

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 loans, and the geographic
and property type diversity of the loans.  Class A-1, A-2, A-3, A-
SB, A-4, A-1A, XP, A-M, A-J, B,  and C are currently being offered
publicly.  The remaining classes will be offered privately.

Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.3, a beginning
LTV of 107.3%, and an ending LTV of 102.9%.  The rated final
maturity date for these certificates is October 2045.

                     Preliminary Ratings Assigned

            Banc of America Commercial Mortgage Trust 2006-6

            Class   Rating    Preliminary      Recommended
                              amount*          credit support
                                                     (%)
            ----    ------    ------------     --------------
            A-1     AAA        $40,000,000      30.000
            A-2     AAA       $481,700,000      30.000
            A-3     AAA       $285,000,000      30.000
            A-SB    AAA        $56,830,000      30.000
            A-4     AAA       $430,105,000      30.000
            A-1A    AAA       $429,910,000      30.000
            XP**    AAA            TBD          N/A
            A-M     AAA       $246,220,000      20.000
            A-J     AAA       $193,900,000      12.125
            B       AA         $49,244,000      10.125
            C       AA-        $24,622,000       9.125
            D       A          $30,778,000       7.875
            E       A-         $30,777,000       6.625
            F       BBB+       $27,700,000       5.500
            G       BBB        $27,700,000       4.375
            H       BBB-       $30,778,000       3.125
            J       BB+         $6,155,000       2.875
            K BB                $9,233,000       2.500
            L BB-               $9,234,000       2.125
            M B+                $3,078,000       2.000
            N B                 $9,233,000       1.625
            O B-                $9,233,000       1.250
            P NR                $30,778,204      0.000
            XC** AAA         $2,462,208,204      N/A


BEAR CANADIAN: Moody's Rates $15.2MM Class D 6.5% Notes at Ba3
--------------------------------------------------------------
Moody's Investors Service assigned definitive ratings of Aaa, A2,
Baa2 and Ba3 to the Class A through D notes issued in the term
securitization of prime automobile loans by Bear Canadian Auto
Trust 2006-1.

The ratings are based on:

   -- the quality of the underlying automobile loans and their
      expected performance;

   -- the strength of the transaction structure;

   -- the enhancement provided by subordination,
      overcollateralization and available excess spread; and,

   -- the ability of the parties performing servicing functions.

This is the first transaction to be executed by Max Recovery
Canada Company, securitizing a portfolio of prime auto retail
installment sale contracts that was acquired on a whole loan sale,
servicing retained basis.

These are the rating actions:

   -- Issuer: Bear Canadian Auto Trust 2006-1

      -- $314,000,000 Class A-1 4.37% Asset Backed Notes, rated
         Aaa

      -- $269,000,000 Class A-2 4.32% Asset Backed Notes, rated
         Aaa

      -- $245,000,000 Class A-3 4.28% Asset Backed Notes, rated
         Aaa

      -- $53,387,000 Class A-4 4.32% Asset Backed Notes, rated
         Aaa

      -- $16,993,000 Class B 4.66% Asset Backed Notes, rated A2

      -- $6,797,000 Class C 4.92% Asset Backed Notes, rated Baa2

      -- $15,181,000 Class D 6.50% Asset Backed Notes, rated Ba3

BearCAT 2006-1 was formed in October 2006 by Montreal Trust
Company of Canada as trustee.  The servicer of record of the
BearCAT 2006-1 receivables is Max Recovery Canada Company.  While
the actual servicing of the receivables may be subcontracted, the
servicer of record will perform various data administration
obligations.


BEAR STEARNS: Credit Enhancement Cues Fitch to Hold Junk Ratings
----------------------------------------------------------------
Fitch has taken rating actions on these Bear Stearns ARM Trust
mortgage-backed certificates:

   * Series 2000-2

      -- Class A affirmed at 'AAA';
      -- Class B-1 affirmed at 'AAA';
      -- Class B-2 affirmed at 'AA+';
      -- Class B-3 affirmed at 'A+';
      -- Class B-4 affirmed at 'BBB+'; and,
      -- Class B-5 affirmed at 'BB+'.

   * Series 2001-4

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 upgraded to 'AA+' from 'AA';
      -- Class B3 affirmed at 'A';
      -- Class B4 remains at 'CC/DR3';
      -- Class B5 remains at 'C/DR6'.

   * Series 2001-7

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 affirmed at 'AA+';
      -- Class B3 affirmed at 'A+';
      -- Class B4 affirmed at 'BBB';
      -- Class B5 affirmed at 'BB'.

The underlying collateral for the Bear Stearns transactions
consists of 30-year adjustable-rate mortgages extended to prime
borrowers.  The transactions are primarily secured by first liens
on one- to four-family residential properties.  As of the
Oct. 2006 distribution date, the seasoning ranges between 60 to 71
months and the pool factors range from approximately 8% to 13%.
Series 2001-4 and 2001-7 are master serviced by Wells Fargo Bank
N.A., and series 2000-2 is master serviced by First Republic Bank.

The affirmations reflect satisfactory relationships of credit
enhancement to future expected losses, and affect approximately
$68.5 million in outstanding certificates.  The upgrade reflects
an improvement in the relationship between CE and future expected
losses, and affects $419,982.  The upgraded class has experienced
a threefold increase in CE levels since issuance.  Additionally,
the class is well-protected by a high level of subordination.

Fitch's Distressed Recovery ratings, introduced in April 2006
across all sectors of structured finance, are designed to estimate
recoveries on a forward-looking basis while taking into account
the time value of money.


BEAR STEARNS: Fitch Holds Low-B Ratings on Six Cert Classes
-----------------------------------------------------------
Fitch Ratings affirms Bear Stearns Commercial Mortgage Securities
Trust's commercial mortgage pass-through certificates, series
2005-PWR7:

      -- $36.9 million class A-1 at 'AAA';
      -- $188 million  class A-2 at 'AAA';
      -- $106 million  class A-AB at 'AAA';
      -- $527.7 million class A-3 at 'AAA';
      -- $85.7 million class A-J at 'AAA';
      -- Interest-only class X-1 at 'AAA';
      -- Interest-only class X-2 at 'AAA';
      -- $33.7 million class B at 'AA';
      -- $8.4 million  class C at 'AA-';
      -- $15.5 million class D at 'A';
      -- $11.2 million class E at 'A-';
      -- $11.2 million class F at 'BBB+';
      -- $9.8 million  class G at 'BBB';
      -- $12.7 million class H at 'BBB-';
      -- $4.2 million class J at 'BB+';
      -- $4.2 million class K at 'BB';
      -- $5.6 million class L at 'BB-';
      -- $4.2 million class M at 'B+';
      -- $1.4 million class N at 'B';
      -- $2.8 million class P at 'B-'.


BEAR STEARNS: Fitch Lifts Rating on $5.3-Mil. Certificates to BB+
-----------------------------------------------------------------
Fitch Ratings upgrades four classes of Bear Stearns Commercial
Mortgage Securities Corporation's commercial mortgage pass-through
certificates, series 1998-C1:

    -- $32.2 million class D to 'AA+' from 'AA';
    -- $8.9 million class E to 'AA-' from 'A+';
    -- $12.5 million class F to 'A-' from 'BBB+';
    -- $5.3 million class H to 'BB+' from 'BB'.

In addition, Fitch affirms the ratings on these classes:

    -- $22.8 million class A-1 at 'AAA';
    -- $417.2 million class A-2 at 'AAA';
    -- Interest-only class X at 'AAA';
    -- $35.7 million class B at 'AAA';
    -- $32.2 million class C at 'AAA';

Fitch does not rate classes G, I or J.  Class K has been reduced
to zero due to realized losses.

The upgrades reflect increased credit enhancement levels due to
scheduled amortization as well as defeasance since the last Fitch
ratings action.  An additional 10 loans (9.1%) have defeased.  In
total, 46 loans (32.5%) have defeased to date.  As of the October
2006 distribution date, the pool has paid down 16.4% to $597.5
million from $714.7 million at issuance.

Currently, two assets (.8%) are in special servicing. The first
specially serviced asset (0.4%) is a hotel located in Ocean City,
Maryland.  A forbearance agreement is in place until the end of
2006.  Current appraisal value indicates substantial equity in the
property and no losses are expected.  The other specially serviced
asset (0.4%) is a real estate owned parking garage located in St.
Paul, Minnesota.  The property is marketed for sale and losses are
expected.  However, the non-rated classes are sufficient to absorb
the expected losses.


BECKMAN COULTER: Earns $47.4 Million in 2006 3rd Fiscal Quarter
---------------------------------------------------------------
Beckman Coulter, Inc., filed its third quarter financial
statements for the quarterly period ended Sept. 30, 2006, with the
Securities and Exchange Commission on Nov. 3, 2006.

The company reported $47,400,000 of net income on $631,200,000 of
revenues for the quarterly period ended Sept. 30, 2006.

The company had a gross profit of $297,700,000, or 47.2% of total
revenue for the quarter ended Sept. 30, 2006, compared to
$275,800,000 of gross profit or 46.5% of total revenue for the
three months ended Sept. 30, 2005.  Gross margin was impacted by:

   -- improved product mix as a result of increased revenue from
      higher margin consumable sales;

   -- foreign currency; and

   -- lower costs associated with service.

These factors were offset by higher costs associated with freight
and new products.

Selling, general and administrative expenses increased $16,000,000
to $175,000,000 or 27.7% of total revenue for the three months
ended Sept. 30, 2006, from $159,000,000 or 26.8% of revenue for
the quarterly period ended Sept. 30, 2005.

The increase in SG&A spending for the periods was primarily due
to:

   -- the impact of share-based compensation expense as required
      by SFAS No. 123(R), incremental operating expenses from the
      Agencourt and DSL acquisitions;

   -- changes in the non-sales management incentive plan that
      impacted the timing of expense accruals;

   -- moving the expense from the fourth quarter in prior years to
      each quarter throughout the year in 2006;

   -- a $4 million curtailment charge recorded in the third
      quarter, associated with changes to our pension plans in the
      U.S.; and

   -- approximately $3 million of costs incurred during the second
      quarter, in  connection with an inquiry directed by the
      Audit and Finance Committee of the Board of Directors.

Research and development expenses increased $29,300,000 to
$80,900,000 or 12.8% of revenue for the three months ended Sept.
30, 2006, when compared to the three months ended Sept. 30, 2005.
This increase in R&D spending is due primarily to the impact of
$27,500,000 in R&D costs incurred during the quarter in connection
with the clinical diagnostic license to real time PCR
thermalcycling technologies acquired from Roche Diagnostics, and
$18,900,000 R&D charge recorded in the second quarter of 2006 for
license rights in the diagnostic market for certain real time PCR
thermalcycling technologies acquired from Applera.

At Sept. 30, 2006, the Company's balance sheet showed
$3,185,000,000 in total assets, $1,895,500,000 in total
liabilities, and $1,289,500,000 in stockholders' equity.

A full-text copy of the Company's financial statements for the
quarterly period ended Sept. 30, 2006 are available for free at:

              http://researcharchives.com/t/s?1501

Headquartered in Fullerton, California, Beckman Coulter, Inc. --
http://www.beckmancoulter.com/-- manufactures biomedical testing
instrument systems, tests and supplies that simplify and automate
laboratory processes.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2006,
Moody's Investors Service affirmed Beckman Coulter's ratings on
its $500 Million Universal Shelf Registration (Senior and
Subordinate) -- (P) Baa3/(P) Ba1.  The outlook on Beckman's
ratings remains stable.


BENNINGTON COLLEGE: Moody's Holds Ba1 rating on $7.8-Mil. Bonds
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 rating on Bennington
College's $7.8 million of Series 1999 bonds which were issued
through the Vermont Educational and Health Buildings Financing
Agency.

The College's rating outlook remains stable.

Legal security:

Payments under the Loan Agreement are a general obligation of the
College. The Series 1999 bonds are further secured by a debt
service reserve fund, a mortgage pledge of certain campus
property, and a security interest in the College's Gross Receipts.

Debt-related derivatives:

None.

Strengths

   * Improved levels of financial reserves ($26.1 million of
     total financial resources in FY 2006; expendable financial
     resources cushioning debt 1.1x and operations 0.5x).

   * Strengthened fundraising ($10.9 million of average annual
     gift revenue), partly as a result of several individual
     multi-million dollar gifts received during the past few
     years; the College is in the early stages of planning its
     next capital campaign which could result in further balance
     sheet strengthening.

   * Healthy growth of net tuition per student ($19,071 in FY
     2006), although management reports plans to slow the pace of
     future tuition increases and modestly increase the tuition
     discount rate.

Challenges:

   * Challenging student market position as highlighted by
     enrollment declines in fall 2005 and 2006 (648 full-time
     equivalent enrollment in fall 2006, compared to 754 FTE in
     fall 2004); management expects that changes in admissions
     staffing and investment in marketing could result in future
     enrollment growth and is budgeting for a larger fall 2007
     freshmen entering class.

   * Thin level of unrestricted resources ($4.9 million in FY
     2006) which provides only a modest cushion for the College's
     operations; in light of the smaller entering class in fall
     2006, Bennington will have to rely on unrestricted gifts and
     reserves to balance the FY 2007 budget.

   * High levels of deferred maintenance as evidenced by the
     College's relatively old age of plant of 18.6 years; Moody's
     expects that the College will have to invest in its
     facilities in the future in order to continue to attract
     students and this could result in additional borrowing
     longer-term; the College recently borrowed $3 million for
     building renovations, but does not anticipate any additional
     borrowing in the next two to three years.
Outlook

The stable outlook reflects Moody's expectation that the College's
investment in its admissions department will help reverse recent
trends of declining enrollment.  An inability to meet budgeted
enrollment targets and resulting pressure on operating performance
and balance sheet resources could pressure the rating or outlook
in the future.

What could change the rating-up

   * Growth of liquid balance sheet resources coupled with
     increased enrollment levels; and,

   * Improved operating performance.

What could change the rating-down

   * Additional borrowing without commensurate growth of
     expendable financial resources; and,

   * Further enrollment declines negatively impacting the
     College's operating performance and balance sheet cushion

Key indicators (FY 2006 audited financial data and fall 2006
enrollment data):

   -- Full-time equivalent enrollment: 648 FTE
   -- Freshmen selectivity: 65.9%
   -- Freshmen matriculation: 24.5%
   -- Total financial resources: $26.1 million
   -- Pro-Forma Direct debt: $11.9 million
   -- Expendable financial resources-to-direct debt: 1.1x
   -- Expendable financial resources-to-operations: 0.5x
   -- Reliance on Student Charges: 57.6%

Rated debt:

   -- Series 1999 Bonds: Ba1


BIOVAIL CORPORATION: Event Risk Cues Moody's Negative Outlook
-------------------------------------------------------------
Moody's Investors Service revised Biovail Corporation's rating
outlook to stable from negative and affirmed all existing ratings,
including the Ba3 Corporate Family Rating.

Moody's acknowledges significant event risk associated with the
potential near-term launch of a generic version of Wellbutrin XL
into the U.S. market.  This event would result in a significant
decline in Biovail's cash flow.

Even under this scenario, however, Moody's believes that a stable
outlook is supported by:

   -- significant progress on the risk factors outlined in June
      2004 when Moody's first assigned the negative rating
      outlook;

   -- the recent decision to keep rather than spin-off the legacy
      products business, which generates good cash flow;

   -- the recent launch of Johnson & Johnson's Ultram ER, using
      Biovail's drug delivery technology;

   -- significant balance sheet flexibility based on low debt
      levels and over $600 million of unrestricted cash; and,

   -- Moody's anticipation that if the company increases leverage
      in order to make acquisitions, Debt/EBITDA is unlikely to
      exceed 2x over a prolonged period of time.

As of Sept. 30, 2006, Biovail's Debt/EBITDA was approximately
0.7x.

Overall, Moody's believes that the combination of these factors
makes it less likely that Biovail's Corporate Family Rating may
move into the single-B category in the near term.

To consider positive rating pressure, Moody's would prefer to see
greater resolution of the Wellbutrin XL patent situation.

If a generic is launched, Moody's could still consider positive
rating action in the future under these circumstances:

   -- success in the Ultram ER launch;

   -- a launch of bupropion salt in 2007; and,

   -- evidence that Biovail can achieve its growth strategy
      within the leverage parameters outlined above.

Conversely, downward rating pressure could result under these
scenarios:

   -- very large cash-financed acquisitions such that Debt/EBITDA
      materially exceeds 2x;

   -- large litigation payments significantly in excess of
      Moody's $300 million estimate; or,

   -- a much more pronounced decline in cash flow from a launch
      of generic Wellbutrin XL than Moody's current estimate.

These are the rating actions:

   * Biovail Corporation

   * Ratings affirmed:

      -- Corporate Family Rating at Ba3
      -- Senior Subordinated Notes at B1, LGD4, 67%
      -- Outlook revised to stable from negative

Biovail Corporation is a specialty pharmaceutical and drug
delivery company involved in the development, manufacturing and
commercialization of pharmaceutical products.  The company
reported approximately $763 million in net revenue for the first
nine months of 2006.


BLOCKBUSTER INC: Credit Concerns Cue Fitch to Hold Junk Ratings
---------------------------------------------------------------
Fitch Ratings has affirmed these ratings for Blockbuster Inc.:

      -- Issuer default rating IDR 'CCC';
      -- Senior secured credit facility 'CCC/RR4'; and
      -- Senior subordinated notes of 'CC/RR6'.

Fitch has also revised Blockbuster's Rating Outlook to stable from
negative.

Approximately $1.2 billion of debt is affected by the action.

The ratings continue to reflect ongoing credit concerns which
include weak financial performance driven by pricing pressures
which continue to limit margin expansion, difficult industry
conditions, and intense competition from mass merchants, pay-per-
view suppliers, and online retailers.

The Stable Outlook reflects Blockbuster's improved financial
flexibility, stronger liquidity position, and the company's cost
cutting efforts that have enabled Blockbuster to improve Free Cash
Flow despite ongoing revenue declines, and the Company's leading
position in the rental entertainment industry.

Importantly, Blockbuster's improved financial flexibility includes
covenant relief over 2006 and 2007, a stronger liquidity position
that has been aided by a $150 million preferred stock offering and
LTM free cash flow of approximately $165 million.

The stable outlook also reflects Fitch's belief that the Company
will be able to meet its amended 2006 minimum EBITDA covenant of
$210 million.

However, Blockbuster's revenue generation continues to be
negatively affected from structural changes in the industry,
competitive factors, and the company's strategic decision to
eliminate late fees in 2005.  Blockbuster's online movie rental
business, which is subscription based and was launched in 2004,
has not yet grown in size to offset competitive and industry
factors.

Despite these challenges, Blockbuster's operating margin and
operating EBITDA showed some improvement through the first three
quarters of 2006 as the company has significantly reduced its
advertising budget and overhead spend.  For the quarter ending
Sept. 30, 2006, Blockbuster's operating margin was 0.1% versus -
25.3% for third quarter-2005 (3Q'05).

Operating EBITDA of $64 million in the third quarter of 2006
reflected growth of 14% over $56 million in 3Q'05.

These positive variances reflect cost containment related to
corporate overhead, lower store level compensation, and reduced
advertising expenses.  Fitch notes that the cost cutting strategy
has driven better results however ongoing reduction of expenses
like advertising may be disadvantageous in the long run as it does
not help grow top line revenue.

Nevertheless, Fitch expects margin and operating EBITDA
improvement to continue in the historically strong fourth quarter

Overall, Fitch remains concerned about Blockbuster's operational
policies, which have included major changes to its business model
in response to weakening market conditions.  These changes include
replacing lost revenue from the elimination of high margin late
rental fees in 2005.

Fitch views the elimination of late fees as particularly risky and
challenging given that Blockbuster is now required to offset this
source of operating profit with substantial increases in rental
and merchandise revenues.  This may continue to be difficult for
Blockbuster due to price discounting employed by the company's
online division and strong competition in the home video/DVD
market from mass merchants.

While Fitch recognizes that Blockbuster's online initiative has
grown, Fitch notes that these revenues typically carry a lower
gross margin, as do other areas such as video sales and game
sales.  This is important given Blockbuster's large fixed-cost
base due to its real estate leases, especially if the online
revenues cannibalize existing rental revenues.

Blockbuster generated meaningful discretionary free cash flow over
the last twelve months Sept. 30, 2006 due to the aforementioned
cost cuts as well as lower capital expenditures offset by moderate
working capital usage.  As such, Blockbuster's free cash flow to
total adjusted debt improved to 2.7% for LTM Sept. 30, 2006 from -
3.4% for fiscal year 2005.

Blockbuster improved its financial flexibility in the last twelve
months by securing $150 million in private equity funding and
using the proceeds to pay off the balance on its revolving credit
facility.  Importantly, Blockbuster has had no borrowings on its
facility for the last two quarters.  Leverage as measured by total
adjusted debt to operating EBITDAR strengthened from 7.8x as of
fiscal year 2005 to 6.7x as of LTM Sept. 30, 2006.  Total debt to
operating EBITDA also improved from 7x in fiscal year 2005 to 3.9x
in LTM Sept. 30, 2006.

Blockbuster's liquidity is improved and supported by cash balances
of $255 million at third quarter end and availability of $293
million on its $500 million secured revolving credit facility,
which matures 2011.  The secured credit facility has a covenant
package with amendments related to minimum EBITDA levels,
restricted payments, and future fixed charge coverage and leverage
tests.  Blockbuster has been in compliance with its amended
covenants.

In addition, Fitch notes that Blockbuster must continue to
generate strong operating EBITDA in the coming year in order to
meet the fixed charge covenant of 1.35x for any four consecutive
fiscal quarters ending after Dec. 31, 2007.

Fitch expects Blockbuster to continue reducing its fixed cost base
and meet this covenant.


BLOCK COMMUNICATIONS: Weak Performance Cues S&P's CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating, 'BB-' bank loan rating, and 'B-' senior unsecured
rating on Sylvania, Ohio-based Block Communications Inc. on
CreditWatch with negative implications.

The '1' recovery rating on the $190 million senior secured credit
facility is affirmed.

"The CreditWatch action is due to a continued decline in the
performance of the company's newspaper publishing business
segment, including costs related to the labor dispute with the
newspaper labor union in Toledo," said Standard & Poor's credit
analyst Naveen Sarma.

At Sept. 30, 2006, Block had about $275 million in outstanding
debt.

While Block's two newspapers suffer from advertising weakness and
subscriber erosion in their relatively stagnant local economies,
high fixed labor costs are responsible for the segment's well-
below-industry-average, low-single-digit historical EBITDA margin.
The company reported consolidated year-to-date EBITDA of $32.3
million at the close of the third quarter of 2006, a decrease of
$9.5 million from a year earlier.

Cable segment EBITDA increased by $5.1 million in the same period,
but was more than offset by a decline of $13.3 million in the
newspaper publishing segment.

While both newspaper publishing revenue and operating costs
declined for this period, selling, general and administrative
expenses rose 15.3%, largely due to increased employee benefit
costs in addition to $3.2 million in onetime legal and labor
negotiation expenses.

As a result, debt to last-12-month EBITDA, before adjustments for
unfunded pensions and other postemployment benefits, weakened to
5.8x in the third quarter, from 4.3x a year earlier.

The labor contracts for Block's Toledo, Ohio-based newspaper
expired in March 2006 and the labor contracts for the Pittsburgh,
Pa.-based newspaper expire on Dec. 31, 2006.  Negotiations to
renew contracts at both papers are currently under way.

In August, the company locked out several of its unions at its
Toledo operations and brought in replacement workers.  Management
has indicated that a resolution of its labor contracts
negotiations would need to include meaningful labor expense
reductions.

Management has also indicated that it would consider rationalizing
its newspaper operations if its cost objectives were not achieved
in the labor negotiations or, even with a successful resolution of
the labor dispute, if continued weak advertising and circulation
trends were to overwhelm any
potential cost savings.

Even if the labor disputes are settled in a manner favorable to
the company, in resolving the CreditWatch action, the rating
agency will evaluate the longer-term operating and financial
prospects for the newspaper business segment and its ability to
generate positive levels of net cash flow.


BOMBARDIER INC: Prices New EUR1.9 Billion Issue of Senior Notes
---------------------------------------------------------------
Bombardier Inc. priced a new EUR1.9 billion issue of Senior Notes.
The offering, made principally in Europe and the United States,
will consist of a EUR800 million aggregate principal amount of
floating rate senior notes due 2013 based on EUROLIBOR +3.125%, a
US$385 million (EUR300 million) aggregate principal amount of 8%
Senior Notes due 2014 and a EUR800 million aggregate principal
amount of 7.25% Senior Notes due 2016.

This offering of Senior Notes is part of a refinancing plan to
provide Bombardier with increased financial and operating
flexibility.  The refinancing plan also contemplates the entering
into a new EUR4.3 billion-syndicated letter of credit facility,
within a few weeks, to replace existing facilities prior to their
maturity.  The net proceeds of the offering of the Senior Notes
will be used to repurchase all of the outstanding EUR500 million
6.125% Notes due 2007 issued in Europe by Bombardier Capital
Funding LP and a principal amount to be determined of the EUR500
million 5.75% Notes due 2008 issued in Europe by Bombardier Inc.,
which will have been duly tendered pursuant to tender offers
launched on Oct. 23, 2006.  Each tender offer is made upon the
terms and subject to the conditions (including the jurisdictional
limitations) set out in the Invitation Memorandum dated Oct. 23,
2006 relating thereto.  The proceeds of the offering will also be
used to retire all of the outstanding US$220 million 7.09% Notes
due 2007 issued by Bombardier Capital Inc. and to support the new
syndicated letter of credit facility.

"The purpose of our refinancing initiative is to take advantage of
current favourable conditions in the debt capital markets and to
extend Bombardier's debt maturity profile," said Francois
Lemarchand, Senior Vice President and Treasurer, Bombardier Inc.
"This transaction, one of the largest euro denominated corporate
issue ever, was significantly oversubscribed which reflects the
confidence of the European and U.S. capital markets in the
Corporation's ability to execute its business plan."

About Bombardier


Headquartered in Valcourt, Quebec, Bombardier Inc. (TSX: BBD) --
http://www.bombardier.com/-- manufactures transportation
solutions, from regional aircraft and business jets to rail
transportation equipment.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 1, 2006,
Dominion Bond Rating Service confirmed the ratings of Bombardier
Inc. and Bombardier Capital Ltd.  The Senior Unsecured Debentures
of both Bombardier Inc. and Bombardier Capital Ltd. are confirmed
at BB, and Preferred Shares of Bombardier Inc. at Pfd-4.  All
trends are Negative.

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Fitch Ratings has downgraded the debt and Issuer Default Ratings
for both Bombardier Inc.  The Company's issuer default rating was
downgraded from BB to BB-. Other rating actions include, Senior
unsecured debt revised to 'BB-' from 'BB'; Credit facilities
revised to 'BB-' from 'BB' and Preferred stock revised to 'B' from
'B+'.  The Rating Outlook is Stable.

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Standard & Poor's Ratings Services affirmed its 'BB' long-term
corporate credit rating on Bombardier.  At the same time, Standard
& Poor's assigned its 'BB' issue rating to Bombardier's proposed
issuance of up to EUR1.8 billion seven-to-ten-year multi-tranche
senior unsecured notes.

Moody's Investors Service also assigned its Ba2 rating to
Bombardier Incorporated's proposed EUR1.8 billion in new senior
unsecured notes and affirms all current ratings.


BROOK MAYS: Asks Court to Extend Cash Collateral Use Until Feb. 15
------------------------------------------------------------------
Brook Mays Music Company asks permission from the U.S. Bankruptcy
Court for the Northern District of Texas for continued use of the
cash collateral securing repayment of its obligations to a group
of lenders with J.P. Morgan Chase Banks, N.A., as administrative
agent.

Submitted court documents did not disclose reasons for the
extended use of the funds.

The Debtor wants to access the Cash Collateral from Dec. 1, 2006,
through Feb. 15, 2007, in accordance with a 13-week budget, a
full-text copy of which is available for free at:

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

The Court, in a Sept. 8, 2006 final order, allowed the Debtor to
access up to $12,645,000 of the Cash Collateral.  The Debtor's
authority to use the Cash Collateral will expire on Nov. 30, 2006.

The Court will convene a hearing on Nov. 29, 2006, at 1:30 p.m.,
to consider the Debtor's request.

Objections to the Cash Collateral Motion are due by Nov. 28, 2006.

Headquartered in Dallas, Texas, Brook Mays Music Company --
http://www.brookmays.com/-- is a full-line musical instrument
retailer in the U.S.  It offers a broad range of educational
services, complete instrument repair and overhaul facilities and
operates a rental program for musical instruments.  The Company
filed for chapter 11 protection on July 11, 2006 (Bankr. N.D. Tex.
Case No. 06-32816).  Marcus Alan Helt, Esq., and Michael S.
Haynes, Esq., at Gardere Wynne Sewell LLP, represent the Debtor.
The Recovery Group, Inc., serves as the Debtor's financial advisor
while Houlihan Lokey Howard and Zukin Capital, Inc., acts as
restructuring advisor.  Kurtzman Carson Consultants LLC is the
Debtor's notice, claims and balloting agent.  Joseph A. Friedman,
Esq., at Kane, Russell, Coleman & Logan, represents the Official
Committee of Unsecured Creditors.  When it filed for bankruptcy,
the Debtor estimated its assets at $10 million to $50 million and
its debts at $50 million to $100 million.


BUILDING MATERIALS: Earns $17.1 Million in Quarter Ended October 1
------------------------------------------------------------------
Building Materials Corporation of America disclosed third quarter
2006 net income of $17.1 million compared to net income of
$21 million in the third quarter of 2005.  The decrease in third
quarter 2006 net income was primarily attributable to lower income
before interest expense and income taxes and slightly higher
interest expense.

Income before interest expense and income taxes in the third
quarter of 2006 was $43.3 million compared to $48.9 million in the
third quarter of 2005.  Income before interest expense and income
taxes in the third quarter of 2006 was positively affected by
increased net sales of both residential and commercial roofing
products, which was more than offset by higher raw material costs,
including asphalt, and higher selling, general and administrative
expenses mostly due to higher distribution costs, primarily
resulting from a rise in fuel prices.

Interest expense for the third quarter of 2006 increased to $15.8
million from $15.0 million for the third quarter of 2005 primarily
due to higher average borrowings and a higher average interest
rate.

Net sales for the third quarter of 2006 reached $530.3 million, a
6.9% increase over third quarter of 2005 net sales of $496.3
million, with the increase due to higher net sales of both
residential and commercial roofing products.  The increase in net
sales of residential roofing products primarily resulted from
higher average selling prices, partially offset by lower unit
volumes, while the increase in net sales of commercial roofing
products was driven by higher unit volumes and higher average
selling prices.

For the first nine months of 2006, BMCA reported net income of
$47.6 million compared to net income of $52.4 million for the
first nine months of 2005.  The decrease in the net income for the
first nine months of 2006 was primarily attributable to lower
income before interest expense and income taxes, partially offset
by lower interest expense.

Income before interest expense and income taxes for the first nine
months of 2006 was $123.2 million compared to $132.0 million for
the first nine months of 2005.  Income before interest expense and
income taxes for the first nine months of 2006 was positively
affected by increased net sales of both residential and commercial
roofing products and a decline in other expense, net, which was
more than offset by higher raw material costs, including asphalt,
higher energy costs and higher selling, general and administrative
expenses mostly due to higher distribution costs, primarily
resulting from a rise in fuel prices.

Interest expense for the first nine months of 2006 decreased to
$46.4 million from $47.5 million for the first nine months of
2005, primarily due to lower average borrowings.

Net sales for the first nine months of 2006 reached $1,571.2
million, a 6.7% increase over the first nine months of 2005 net
sales of $1,472.8 million, with the increase due to higher net
sales of both residential and commercial roofing products.  The
increase in net sales of residential roofing products primarily
resulted from higher average selling prices, and the increase in
net sales of commercial roofing products was driven by higher
average selling prices and higher unit volumes.

                         Credit Facility

On Sept. 28, 2006, the Company entered into an Amended and
Restated $450 million Senior Secured Revolving Credit Facility,
replacing its $350 million Senior Secured Revolving Credit
Facility, which was set to expire in November 2006.  The Amended
and Restated $450 million Senior Secured Revolving Credit Facility
has a final maturity date of Sept. 28, 2011.  The Company filed a
Form 8-K with the Securities and Exchange Commission on Oct. 4,
2006, announcing the Amended and Restated $450 million Senior
Secured Revolving Credit Facility.

At Oct. 1, 2006, cash and cash equivalents amounting to $6.1
million were on hand, and long-term debt including current
maturities was $702.2 million, which amount includes $168.0
million outstanding under the Company's $450 million Senior
Secured Revolving Credit Facility.

                     About Building Materials

Based in Wayne, New Jersey, Building Materials Corporation of
America -- http://www.gaf.com/-- which operates under the name of
GAF Materials Corporation, is an indirect subsidiary of G-I
Holdings Inc.  With annual sales in 2005 approximating $2.0
billion, BMCA manufactures residential and commercial roofing
products and specialty building products.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 20, 2006,
Standard & Poor's Rating Services affirmed its 'BB' corporate
credit rating on San Francisco, California-based Building
Materials Holding Corp.

At the same time, Standard & Poor's assigned its 'BB' bank loan
rating and '2' recovery rating to BMHC's proposed $500 million
revolving credit facility due 2011 and $350 million term loan B
due 2013, based on preliminary terms and conditions.  The recovery
rating indicates expectations for substantial recovery of
principal in the event of a payment default.


CABLEVISION SYSTEMS: Posts $59.1 Million Net Loss in Third Quarter
------------------------------------------------------------------
Cablevision Systems Corporation incurred a $59.1 million net loss
on $1.4 billion of net revenues for the three months ended Sept.
30, 2006, compared to a $62.9 million net loss on $1.2 billion of
net revenues for the same period in 2005.

At Sept. 30, 2006, the Company's balance sheet showed $9.7 billion
in total assets and $15.2 billion in total liabilities, resulting
in a $5.4 billion stockholders' deficit.

The Company's Sept. 30 balance sheet also showed strained
liquidity with $1.6 billion in total current assets available to
pay $2 billion in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?1565

Headquartered in Bethpage, New York, Cablevision Systems
Corporation, is a domestic cable multiple system operator serving
more than 3 million subscribers in and around the metropolitan New
York area.

Rainbow National Services LLC, headquartered in Jericho, New York,
supplies television programming to cable television and direct
broadcast service providers throughout the United States.

                         *     *     *

As reported in the Troubled Company Reporter on Oct 11, 2006
Moody's Investors Service placed all ratings for Cablevision
Systems Corporation, CSC Holdings, Inc., a wholly owned subsidiary
of CVC, and Rainbow National Services LLC on review for downgrade
following the Dolan family's announcement of a proposal to acquire
Cablevision.  The ratings on Cablevision Systems Corporation that
are under review are: Corporate Family Rating, Placed on Review
for Possible Downgrade, currently B1; Probability of Default
Rating, Placed on Review for Possible Downgrade, currently B1; and
Senior Unsecured Regular Bond/Debenture, Placed on Review for
Possible Downgrade, currently B3,LGD6, 93%.


CALPINE CORP: Court Approves Miller Buckfire as Sale Advisor
------------------------------------------------------------
The Hon. Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York authorized Calpine Corp. and its
debtor-affiliates to employ Miller Buckfire & Co., LLC, as their
financial advisors and investment bankers, with respect of the
sale of Power Systems Mfg., LLC, and the Specified Assets.

Judge Lifland ruled that Miller Buckfire is not required to act
as investment banker to the Debtors in respect of the Sale of any
Specified Asset for which Miller Buckfire is not entitled to a
Specified Asset Sale Fee.

Judge Lifland authorized the Debtors to pay to Miller Buckfire:

   -- a $14,000,000 Completion Fee;

   -- a 2% Transaction Fee if a sale and consummation of a sale
      of PSM happens during its term of engagement, provided that
      the Transaction Fee will not exceed $2,000,000; and

   -- a minimum fee of $750,000 for the sale of each Specified
      Asset.

If any Specified Assets are sold as a group, then the percentage
used to calculate the Specified Asset Sale Fee will be determined
based on the Aggregate Consideration of all Specified Assets
included in the grouping.

Judge Lifland further ruled that 50% of the first $10,000,000 of
Specified Asset Sale Fees paid to Miller Buckfire will be
credited against the Completion Fee; and 75% of all Specified
Asset Sale Fees paid to Miller Buckfire in excess of $10,000,000
will be credited against the Completion Fee.

As reported in the Troubled Company Reporter on Oct. 4, 2006,
the Debtors asked the Court for authority to expand Miller
Buckfire & Co., LLC's responsibilities to include:

   (a) identifying potential purchasers for certain assets,
       companies or businesses;

   (b) assisting with due diligence for potential purchasers,
       including setting up and managing online data rooms, and
       facilitating management meetings;

   (c) evaluating indications of interest and analyzing economic
       and other provisions of bids received from potential
       purchasers;

   (d) negotiating definitive asset purchase agreements;

   (e) assisting the Debtors and their counsel in executing
       auctions, as necessary, pursuant to Section 363 of the
       Bankruptcy Code; and

   (f) assisting with raising, structuring and negotiating
       stapled financing products, as needed.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
assured the Court that Miller Buckfire 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.

                       About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation
(OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S. states
and in three Canadian provinces.  Its customized products and
services include wholesale and retail electricity, gas turbine
components and services, energy management and a wide range of
power plant engineering, construction and maintenance and
operational services.

The company previously produced a portion of its fuel consumption
requirements from its own natural gas reserves. However, in July
2005, the company sold substantially all of its remaining domestic
oil and gas assets to Rosetta Resources Inc.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CALPINE CORP: Wants to Refinance Blue Spruce Loan with Beal Bank
----------------------------------------------------------------
Calpine Corp. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
take all actions necessary to effectuate a Refinancing Transaction
of Blue Spruce LLc's term loan with Beal Bank by CoBank and GMAC
Commercial Finance.

The Debtors also seek the Court's authority to:

   (a) use non-debtor funds not exceeding $250,000 at Blue Spruce
       LLC to pay certain of the Lenders' prepetition claims for
       the payment of advisory expenses against the Debtors
       relating to the Refinancing Transaction;

   (b) assume the Operating and Maintenance Agreement Agreement;

   (c) consent to the collateral assignment of the O&M Agreement
       by Blue Spruce LLC to the Lenders; and

   (d) agree to a mutual termination of a power purchase agreement
       with Debtor Calpine Energy Services, Inc.

Blue Spruce Energy, LLC, a non-debtor, wholly owned subsidiary of
Calpine Corporation, owns and operates a 285-megawatt, natural
gas-fired power plant located in Aurora, Colorado.  The Blue
Spruce Plant has been operational since June 2003, David R.
Seligman, Esq., at Kirkland & Ellis LLP, in New York, relates.

The operation and maintenance of the Bruce Spruce Plant is
governed by an Operating and Maintenance Agreement, dated
Aug. 22, 2002, between Blue Spruce LLC and Debtor Calpine
Operating Services Company, Inc.

The Plant's output is 100% contracted under a power purchase
agreement with Public Service Company of Colorado that will
continue until April 2013.  As security for Blue Spruce's
obligations under the PSCC PPA, Public Service Company is the
beneficiary of a $14 million letter of credit collateralized with
Calpine's corporate funds.  In addition, Public Service Company
is the beneficiary of a $19.6 million Calpine guarantee of Blue
Spruce's obligations under the PSCC PPA.

After the expiration of the PPA or if PSCC is unable to comply
with the PPA, the Plant's output will be contracted under a power
purchase agreement with Debtor Calpine Energy Services, Inc.,
dated Nov. 1, 2003.

Currently, Blue Spruce LLC has approximately $60.5 million
outstanding under an amortizing term loan with Beal Bank,
maturing in 2018.  Blue Spruce LLC's assets serve as the only
source of security for the Beal Loan.

                   The Refinancing Transaction

In an effort to increase the Plant's long-term profitability,
Blue Spruce LLC sought to, among other things, refinance the Beal
Loan.  After several months of arm's-length negotiations, CoBank
and GMAC Commercial Finance have proposed a refinancing of the
existing Beal Loan with a credit facility of up to $101.6 million,
which will be secured solely by Blue Spruce LLC's assets.

The Refinancing Transaction includes, among other things:

   (a) an amortizing loan of up to $68 million, which includes
       all transaction costs and prepayment penalties of the
       existing Beal Loan;

   (b) a $14 million letter of credit required under the PSCC
       PPA; and

   (c) a standby letter of credit facility of $19.6 million to
       backstop Calpine's guarantee of Blue Spruce LLC's
       obligations under the PSCC PPA.

The Debtors and Blue Spruce LLC will recognize significant
benefits from the Refinancing Transaction, Mr. Seligman asserts.
"Not only does the Refinancing Transaction immediately generate
significant interest savings, it results in the return of
$14 million of cash to Calpine that currently collateralizes the
letter of credit posted in favor of the PSCC."

"Moreover, the Refinancing Transaction does not require any cash
infusions from the Debtors," Mr. Seligman emphasizes.

Furthermore, Mr. Seligman says, the principal outstanding under
the term loan at maturity in April 2013 will be approximately
$16 million less than it would have been under the Beal Loan,
which negates significant refinancing risks associated with a
merchant environment.

                        About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation
(OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S. states
and in three Canadian provinces.  Its customized products and
services include wholesale and retail electricity, gas turbine
components and services, energy management and a wide range of
power plant engineering, construction and maintenance and
operational services.

The company previously produced a portion of its fuel consumption
requirements from its own natural gas reserves. However, in July
2005, the company sold substantially all of its remaining domestic
oil and gas assets to Rosetta Resources Inc.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CANADA MORTGAGE: Moody's Rates $2-Mil. Class F Certificates at B2
-----------------------------------------------------------------
Moody's Investors Service assigned provisional ratings, as
described below, to the Mortgage Pass-Through Certificates, Series
2006-C5.

These are the rating actions:

   * CMAC Mortgage Pass-Through Certificates, Series 2006-C5

      -- Class A-1 Certificates, (P)Aaa
      -- Class A-2 Certificates, (P)Aaa
      -- Floating Rate Initial Class VFC Certificates, (P)Aaa
      -- $18,700,000 Class B Certificates, (P)Aa2
      -- $14,025,000 Class C Certificates, (P)A2
      -- $9,610,000 Class D Certificates, (P)Baa2
      -- $5,454,000 Class E Certificates, (P)Ba2
      -- $2,077,000 Class F Certificates, (P)B2
      -- Floating Rate Class IO-P, (P)Aaa
      -- $519,470,295* Floating Rate Class IO-C, (P)Aaa

*Initial notional amount

The ratings on the Certificates are based on the quality of the
underlying collateral -- a pool of residential mortgage loans
secured by residential properties located in Canada; the credit
enhancement furnished by the subordinate tranches and on the
structural and legal integrity of the transaction.

The transaction uses a "bullet" structure that permits the payment
of principal to Class A-1 and A-2 certificate holders on specified
targeted final payment dates. On the closing date, the Issuer will
issue, in addition to the two Class A certificates, an initial
variable funding certificate.  The VFC, which will be sold into an
asset-backed commercial paper conduit, is used to make principal
payments on the targeted final payment dates, and absorb
prepayments on the underlying mortgage loans.

All available principal amounts will be allocated to the VFC until
the targeted final distribution date of each successive Class A
certificate.  If the VFC is paid down before the targeted final
distribution date of the Class A certificates, then principal is
accumulated in a principal accumulation account.  At the specified
targeted final distribution date for each of the Class A-1 and
Class A-2 certificates, CMAC will use reasonable efforts to issue
additional VFC's, the proceeds of which will be used to repay the
related Class A certificates.

On closing, a swap will be put in place with the Toronto-Dominion
Bank as counterparty to offset the interest rate mismatch between
the floating rate on the VFC and the fixed interest rates on the
mortgage loans in the collateral pool. Concurrently, a swap will
also be put in place to mitigate any risk of negative carry on
cash, if any, accumulating in the principal accumulation account
for the Class A Certificates.

The Mortgage Pool, as of Nov. 1, 2006, consists of 2,743 fixed
rate mortgage loans that amounted to an aggregate balance of
$519,470,296.  Each mortgage loan constitutes a first lien on a
one to four family residential property located in Canada and are
partially-amortizing, first mortgage loans with original terms to
maturity ranging from 14 to 64 months in length.

The credit quality of the Mortgage Pool, overall, is weaker than
the previous CMAC pool (2006-C5) primarily because this pool does
not contain any 'A' or conforming mortgages, which is reflected by
the increased credit enhancement for the Class A and Class VFC
Certificates.  The previous pool had a 26.6% portion that was
either insured or was below 75% LTV.

The pool also contains a much higher portion of the ideclareT
product, a product that provides mortgages to debtors that have
not provided full documentation of income sources.

Approximately 69.4% of this pool consists of ideclareT mortgages,
whereas the previous transaction had 43.2% of this product type.
This pool also has a lower concentration of iresolveT products
this time around, as only 1.8% of the pool consists of this type
of product.  The profile of the iresolveT borrowers is riskier
than those of the other loan products.  The i95/i107T portion of
this pool is also lower in this deal relative to the previous
transaction.  This loan product offers mortgages with higher
leverage points than other product groups in the GMAC offering
group.

These high leverage loans comprise approximately 6.4% of the total
deal pool, compared to 9.7% in the previous transaction.
Therefore, while the absence of any isecure products in this pool
weakens the overall credit quality of this pool, the other product
types provide for slightly stronger pool characteristics than the
CMAC transactions brought to the market prior to 2006. The
characteristics of the various subpools have remained relatively
consistent with previous transactions.  The overall leverage is
slightly lower, at 83.1% for this transaction as compared to 85.2%
last time.

GMAC Residential Funding of Canada is a wholly-owned subsidiary of
Residential Funding Company LLC, which is in turn a wholly-owned
subsidiary of Residential Capital, LLC.

Residential Capital, LLC is an indirect wholly-owned subsidiary of
General Motors Acceptance Corporation (Ba1 - under review for
possible downgrade).

As of Sept. 30, 2006, RFC was responsible for servicing
residential mortgage loans in the U.S. totaling approximately
US$161 billion.  While RFOC is ultimately responsible for
servicing, it will rely on the services of MCAP Service
Corporation as Sub-Servicer to service the Mortgage Loans.  As of
Dec. 31, 2005, MCAP was responsible for servicing residential
mortgage assets for various customers, including RFOC, with an
aggregate outstanding principal balance of approximately
$18.6 billion.


CARRAWAY METHODIST: Administrator Appoints Seven-Member Committee
-----------------------------------------------------------------
J. Thomas Corbett, Esq., Chief Deputy Bankruptcy Administrator for
the U.S. Bankruptcy Court for the Northern District of Alabama,
Southern Division, appointed seven creditors to serve on an
Official Committee of Unsecured Creditors in Carraway Methodist
Health Systems and its debtor-affiliates' chapter 11 cases:

   1. Bio-Medical Applications of Alabama, Inc.
      Attn: Alan D. Halperin, Esq.
      555 Madison Ave., 9th Floor
      New York, NY 10022
      Tel: (212) 765-9100

   2. The Board of Trustees of the University of Alabama
      for University of Alabama Hospital
      Attn: Mary Beth Briscoe
      Health System Corporate Office
      500 22nd Street South, (35233)
      1530 3rd Avenue South, JNWB (408)
      Birmingham, AL 35294-0500
      Tel: (205) 934-2620

   3. Medline Ind Inc.
      Attn: Hank Haegerich
      One Medline Place
      Mundelein, IL 60060
      Tel: (847) 949-2427

   4. Church and Stagg Office Supply Co. Inc.
      Attn: Larry Church
      3421 6th Avenue South
      Birmingham, AL 35222
      Tel: (205) 251-2951

   5. Musculoskeletal Transplant Foundation
      Attn: Richard Ciaccio
      125 May Street
      Edison, NJ 08837
      Tel: (732) 661-2191

   6. Medtronic USA Inc.
      Attn: Doug Ernst
      3850 Victoria Street MSV215
      Shoreview, MN 55126
      Tel: (763) 514-0420

   7. Sodexho
      Attn: Teri Gigliano Mock
      1850 Parkway Place, Suite 500
      Atlanta, GA 30067
      Tel: (770) 331-0593

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.

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


CARRAWAY METHODIST: Court OKs Greenberg Traurig as Panel's Counsel
------------------------------------------------------------------
The Honorable Tamara O. Mitchell of the U.S Bankruptcy Court for
the Northern District of Alabama has authorized the Official
Committee of Unsecured Creditors appointed in Carraway Methodist
Health Systems and its debtor-affiliates' chapter 11 cases to
retain Greenberg Traurig LLP as its bankruptcy counsel, nunc pro
tunc to Oct. 4, 2006.

Greenberg Traurig will:

   a. give legal advice with respect to the Committee's duties and
      powers in the Debtors' cases;

   b. assist the Committee in its investigation of the acts,
      conduct, assets, liabilities, and financial condition of the
      Debtors, the operation of the Debtors' businesses,
      investigation of claims and causes of action and any other
      matter relevant to the Debtors' cases;

   c. participate in the formulation of a plan of reorganization,
      if necessary; and

   d. perform any other legal services as may be required and in
      the interest of the Committee.

James R. Sacca, Esq., a partner at Greenberg Traurig LLP,
disclosed that the Firm's professionals bill:

   Designation              Hourly Rate
   -----------              -----------
   Partners                 $400 - $500
   Associates               $225 - $290
   Paralegals               $165 - $185

Mr. Sacca will bill at $470 per hour.  David B. Kurzweil, Esq., a
partner will also bill at $470 per hour.  John Elrod, Esq., an
associate, will bill at $245 per hour.

Mr. Sacca assured the Court that Greenberg Traurig LLP is
disinterested pursuant to Section 101(14) of the Bankruptcy Court.

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


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

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

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

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

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


CLEARWATER FUNDING: Fitch Cuts Rating on $31.5-Mil. Notes to BB-
----------------------------------------------------------------
Fitch downgrades one class and affirms three classes of notes
issued by Clearwater Funding CBO 98-A LLC.  These rating actions
are effective immediately:

    -- $89,056,037 class A-1, Series A notes affirmed at 'AAA';
    -- $28,361,795 class A-1, Series B notes affirmed at 'AAA';
    -- $10,936 class A-2 accreted notes affirmed at 'AAA';
    -- $31,500,000 class B notes downgraded to 'BB-' from 'BBB-'.

Clearwater 98-A is a collateralized debt obligation (CDO) that
closed July 24, 1998 and is managed by Tiber Asset Management,
LLC.  Clearwater 98-A is composed of fixed-rate emerging market
corporate and sovereign bonds as well as fixed-rate non-emerging
market high-grade and high-yield corporate bonds.  The
reinvestment period ended in August 2002.  As part of this review,
Fitch discussed the current state of the portfolio with the asset
manager and its portfolio management strategy going forward. In
addition, Fitch conducted cash flow modeling utilizing various
default timing and interest rate scenarios to measure the
breakeven default rates going forward relative to the minimum
cumulative default rates required for the rated liabilities.

The affirmations of the class A-1 and A-2 notes are the result of
deleveraging in the structure.  To date, the class A-1 notes have
received approximately 43% of their original balance from normal
amortization and coverage test failures.  The amount of class A-2
accreting notes outstanding has decreased by over 99% due to
coverage test failures as well.

The class A and A/B overcollateralization tests increased due to
the reduction in the liabilities and are now both in compliance.

The downgrade of the class B notes is the result of decreased
credit enhancement and reduced excess spread in the transaction.
Credit enhancement has decreased despite the OC tests improving
because the OC tests include interest proceeds in their
calculation.  Comparing just collateral and principal cash versus
outstanding liabilities shows that there is less credit
enhancement than at last review.  Since the last rating action on
February 16, 2005, one asset with a par value of $4 million
defaulted.  The weighted average coupon has decreased to 8.06%
from 8.12% and continues to fail its covenant of 8.15%.

The rating of the class A-1 notes addresses the likelihood that
investors will receive full and timely payments of interest, as
well as the stated balance of principal by the legal final
maturity date.  The rating of the class B notes addresses the
likelihood that investors will receive ultimate and compensating
interest payments, as well as the stated balance of principal by
the legal final maturity date.  The rating of the class A-2
accreted notes addresses the likelihood that investors will
receive the accreted investment amount by the legal final
maturity.

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


COMPANHIA SIDERURGICA: Wheeling Shareholders Reject Firm's Offer
----------------------------------------------------------------
Shareholders of Wheeling-Pittsburgh Corp. have rejected Companhia
Siderurgica Nacional's proposal to merge its North American assets
with the former, the Associated Press reports.

AP relates that the shareholders preferred Esmark Inc.'s proposal
and have ousted its board of directors on Nov. 17.  Shareholders
had a choice of supporting the incumbent board -- which favored a
merger offer from Companhia Siderurgica -- or Esmark's slate of
directors, which will now assume control and combine the
companies.

James G. Bradley, chairperson and chief executive officer of
Esmark, told AP, "Based on preliminary figures available, we
expect the Esmark slate will be certified as the new board."

According to AP, Esmark had claimed victory over Companhia
Siderurgica.

James Bouchard, Esmark chief executive officer, told AP that h is
ready to move into the Wheeling-Pittsburgh headquarters within
weeks.  He said he is eager to start rebuilding the firm with the
help of the United Steelworkers Union.

AP underscores that the United Steelworkers had been against
Wheeling-Pittsburgh's merger with Companhia Siderurgica.  Its
contract at Wheeling-Pittsburgh lasts until September 2008.

Esmark is already considering the purchase of a beleaguered mill
to the north.  The mill is the former Weirton Steel Corp. and it
could become Esmark's 12th acquisition in three years.

Mr. Bouchard said that he and his brother Craig -- who is the
president of Chicago Heights, Illinois-based Esmark -- have toured
the Weirton operations, which is owned by Mittal Steel Co., AP
notes.

Mr. Bouchard told AP, "If Mittal elects to sell Weirton, Esmark
stands ready to make a cash offer."

According to the report, Mittal Steel may have to sell one of its
US assets -- either Weirton or its much larger mill in Sparrows
Point -- to settle antitrust issues over its proposed acquisition
of Arcelor SA.

The report says that Mittal Steel has not made a final decision.
However, the firm previously disclosed that its first choice would
be Weirton.

Weirton workers have already suggested ideas like the restart of
some equipment and the launch of a new paint line and cold mill,
AP states, citing John Goodwin, who will become chief executive
officer of the combined Esmark-Wheeling.

Mr. Bouchard told AP, "There's a lot of healing that needs to be
done inside the company.  It's time for us to sit down and work
together."

An independent inspector still has to certify the results, AP
says, citing Mr. Bradley.

                 About Wheeling-Pittsburgh

Wheeling-Pittsburgh operates solely in the United States,
producing hot rolled, cold rolled, galvanized, pre-painted and
tin mill sheet products.

                About Companhia Siderurgica

Companhia Siderurgica Nacional is one of the lowest-cost steel
producers in the world, which is a result of its access to
proprietary, high-quality iron ore (at the Casa de Pedra mine);
self-sufficiency in energy; streamlined facilities; and
logistics advantages.  This is in addition to the group's strong
market position in the fairly concentrated steel industry in
Brazil.

                        *    *    *

Standard & Poor's Ratings Services affirmed on Aug. 4, 2006, its
'BB' long-term corporate credit rating on Brazil-based steel
maker Companhia Siderurgica Nacional after the announcement of
its association with US-based steel maker Wheeling-Pittsburgh
Corp. in the US.  S&P said the outlook is stable.

Fitch Ratings viewed the proposed merger of Companhia
Siderurgica Nacional's or CSN North American operations with
those of Wheeling-Pittsburgh Corporation or WPSC to be neutral
to CSN's credit quality.  Fitch's ratings of CSN include 'BB+'
foreign currency issuer default rating, and 'BB+' senior unsecured
notes rating.


COMPLETE PRODUCTION: S&P Rates Proposed $600MM Sr. Notes at 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
oilfield services company Complete Production Service's proposed
$600 million unsecured senior notes due 2016.

The corporate credit rating on Complete is 'B+'.

The outlook is stable.

On Nov. 14, 2006, the company disclosed plans to commence a
private placement of the $600 million unsecured senior notes.  The
proceeds will be used to retire $416 million outstanding under
Term Loan B, $30 million of term loans assumed in connection due
to the Pumpco Services Inc. acquisition, and to repay part of the
revolving credit facility.

Houston, Texas-based Complete will have about $737 million of debt
on a pro forma basis after the transaction.  The pro forma debt to
EBITDA ratio is expected to be 1.9x.

The ratings on Complete reflect the company's weak business
position as an oilfield services provider, with an aggressive
growth strategy in the cyclical, capital-intensive, and highly
competitive oilfield services industry.  Slightly mitigating these
weaknesses are the company's adequate, near-term liquidity for
meeting capital spending and diversified product lines in the
currently favorable well-servicing environment.

Nevertheless, financial performance is exposed to the overall
cyclicality of the oil and gas industry.

"The stable outlook reflects the expectation that the company will
continue to benefit from favorable, near-term market conditions
strengthening through early 2007, continue its acquisitive growth
strategy, and maintain adequate liquidity," noted Standard &
Poor's credit analyst Aniki Saha-Yannopoulos.

A cyclical downturn and/or an aggressive debt-financed acquisition
resulting in the deterioration of the company's financial profile
and liquidity could warrant lower ratings.

"However, a meaningful, sustained improvement in credit metrics
could lead to a rating upgrade, or positive outlook over the
intermediate term," she continued.


CONTINENTAL AIRLINES: Moody's Assigns Loss-Given-Default Ratings
----------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its Probability-of-Default and Loss-Given-Default rating
methodology for the Transportation sector, the rating agency held
its B3 Corporate Family Rating for Continental Airlines Inc,
Calair LLC, and Continental Airlines Finance Trust II.

In addition, Moody's revised its probability-of-default ratings
and assigned loss-given-default ratings on these debentures:

Issuer: Continental Airlines Inc.

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   5.0% Convertible
   Senior Notes
   Due June 15, 2023     Caa2     Caa1     LGD5       74%

   4.5% Convertible
   Notes Due
   Feb. 1, 2007          Caa2     Caa1     LGD5       74%

   IRB's                 Caa2     Caa1     LGD5       74%

Issuer: Calair LLC

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   8.125% Guaranteed
   Senior Notes Due
   July 1, 2008          Caa2     Caa1     LGD5       74%

Issuer: Continental Airlines Finance Trust II

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   6% Guaranteed
   Convertible
   Preferred Securities
   Due Nov. 15, 2030       C      Caa2     LGD6       93%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

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


COPELANDS' ENT: Assigns Leasehold Rights to Sports Authority
------------------------------------------------------------
Copelands' Enterprises, Inc. assigned the leasehold interests in
eight former Copeland Sports retail store locations to a
subsidiary of The Sports Authority, Inc.  The transaction, which
was approved by the bankruptcy court, is expected to be followed
by the assignment of leasehold rights in additional sites within
the next several weeks.  The Company expects that the sites will
be remodeled and rebranded under The Sports Authority name for
reopening in Spring 2007.  The Company believes that The Sports
Authority plans to retain many of the current employees working at
the Copeland Sports retail stores that it has assumed.

On Nov. 1, 2006, the Company entered into a purchase agreement
with a joint venture composed of a subsidiary of The Sports
Authority, Inc., Hilco Real Estate, LLC and Hilco Merchant
Resources, LLC for certain of the Copeland Sports assets.  Hilco
Real Estate, which has acquired certain lease designation rights,
is expected to acquire or remarket the Copeland Sports remaining
leases.  Together with The Sports Authority, Hilco Merchant
Resources and Hilco Real Estate collectively structured, financed
and facilitated the strategic transaction, and will also manage
the disposition of unwanted assets.

                     About Sports Authority

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

                     About Hilco Real Estate

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

                 About Hilco Merchant Resources

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

                  About Copelands' Enterprises

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


COVENTRY HEALTH: Earns $147.5 Million in 2006 Third Quarter
-----------------------------------------------------------
Coventry Health Care Inc. disclosed its third quarter financial
statements for the three months ended Sept. 30, 2006, to the
Securities and Exchange Commission.

For the three months ended Sept. 30, 2006, the Company earned
$147.5 million of net income on $1.9 billion of net revenues
compared to $133 million of net income on $1.6 million of net
revenues for the same period in 2005.

The Company's cash and investments, consisting of cash and cash
equivalents and short-term and long-term investments, but
excluding deposits of $54.8 million restricted under state
regulations, increased $446.9 million to $2.5 billion at Sept. 30,
2006 from $2.0 billion at Dec. 31, 2005.

In 2007, the Company expects a relatively modest 1% increase in
its commercial risk membership and growth in its Health Plan based
non-risk membership of approximately 5%.  In addition, the Company
expects its Medicare HMO membership to grow in the range of 5% to
10% and its Medicaid membership to grow in the range of 3% to 5%.
For its Part D business, the Company expects overall membership to
be consistent with or slightly favorable to 2006 results.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?1569

                         About Coventry

Based in Bethesda, Maryland, Coventry Health Care, Inc. (NYSE:
CVH) -- http://www.cvty.com/-- is a national managed health care
company operating health plans, insurance companies, network
rental/managed care and workers' compensation services companies.
Coventry provides a full range of risk and fee-based managed care
products and services, including HMO, PPO, POS, Medicare
Advantage, Medicare Prescription Drug Plans, Medicaid, Workers'
Compensation services and Network Rental to a broad cross section
of individuals, employer and government-funded groups, government
agencies, and other insurance carriers and administrators in all
50 states as well as the District of Columbia and Puerto Rico.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 10, 2006,
Moody's Investors Service affirmed Coventry Health Care, Inc.'s
senior unsecured debt and corporate family ratings at Ba1 and
changed the outlook to positive from stable.


CREDIT SUISSE: Fitch Holds Low-B Ratings on 3 Certificate Classes
-----------------------------------------------------------------
Fitch Ratings upgrades these Credit Suisse First Boston commercial
mortgage pass-through certificates, series 2001-CF2:

    -- $16.4 million class E to 'AAA' from 'AA';
    -- $18.9 million class F to 'AA-' from 'A';
    -- $14 million class G to 'A' from 'A-'; and
    -- $16.4 million class H to 'BBB+' from 'BBB'.

Fitch also affirms the ratings on these classes:

    -- $96.8 million class A-3 at 'AAA';
    -- $523.2 million class A-4 at 'AAA';
    -- Interest only classes A-CP and A-X at 'AAA';
    -- $43.8 million class B at 'AAA';
    -- $49.3 million class C at 'AAA';
    -- $10.9 million class D at 'AAA';
    -- $21.9 million class J at 'BB';
    -- $8.2 million class K at 'BB-'; and
    -- $9.3 million class L at 'B+'.

Classes M and N remain at 'CCC/DR3' and 'C/DR6', respectively.
Fitch does not rate the $4.2 million class O or the $1 million
class RA certificates.  Classes A-1 and A-2 have been paid in
full.

The upgrades to the senior classes reflect increased credit
enhancement due to loan payoffs and scheduled amortization, as
well as the additional defeasance of six loans (5.4%) since the
last Fitch rating action.  As of the October 2006 distribution
date, the pool's aggregate collateral balance has been reduced
24.7%, to $849.6 million from $1.128 billion at issuance.
Seventeen loans (20.7%) have defeased to date.

Currently, four assets (3.1%) are in special servicing, with
Fitch-expected losses on all four.  The largest loan in special
servicing (1.7%) is secured by an office property located in
Minneapolis, Minesotta.  The special servicer has negotiated a
discounted payoff on this loan, which is expected to close in the
fourth quarter of 2006.  Fitch projects significant losses upon
the resolution of this loan.

The second largest specially serviced asset (1.1%) is an office
property located in Olivette, Missouri and is real estate owned.
The special servicer is marketing the asset for sale.

Fitch-projected losses on the specially serviced assets are
expected to deplete class N and significantly impact class M.

Fitch has designated 24 loans (13%) as Fitch Loans of Concern;
these include the specially serviced loans and loans exhibiting
declines in cash flow and occupancy. F itch continues to monitor
the second largest loan (5.2%), a 194,399 square foot (sf) office
property located in Brisbane, California.  This loan was recently
assumed in May 2006, and the new borrower has been able to raise
occupancy at the property to 100% as of August 2006.  Cash flow at
the property continues to be impacted, though, by weak rental
rates in the market.  As a result, the master servicer is drawing
down upon the loan's letter of credit to fund operating shortfalls
at the property.  Property cash flow is expected to improve in
2007.


CREDIT SUISSE: Fitch Lifts Rating on $13.6-Mil. Certs. to BB
------------------------------------------------------------
Fitch upgrades the ratings on Credit Suisse First Boston's
commercial mortgage pass-through certificates, series 2003-CK2:

    -- $12.4 million class F to 'AAA' from 'AA';
    -- $19.8 million class G to 'AA' from 'A+';
    -- $14.8 million class H to 'A+' from 'A';
    -- $17.3 million class J to 'A' from 'BBB+'.
    -- $17.3 million class K to 'BBB+' from 'BBB';
    -- $4.9 million class L to 'BBB' from 'BBB-';
    -- $13.6 million class M to 'BB' from 'BB-';
    -- $6.2 million class N to 'B+' from 'B';
    -- $4.9 million class O to 'B' from 'B-'.

Fitch also affirms the ratings on these classes:

    -- $58.4 million class A-1 at 'AAA';
    -- $196 million class A-2 at 'AAA';
    -- $109 million class A-3 at 'AAA';
    -- $364.3 million class A-4 at 'AAA';
    -- Interest-only class A-X at 'AAA';
    -- Interest-only class A-SP at 'AAA';
    -- $32.1 million class B at 'AAA';
    -- $12.4 million class C at 'AAA';
    -- $29.6 million class D at 'AAA';
    -- $12.4 million class E at 'AAA';
    -- $3.4 million class GLC at 'BBB+'.

Fitch does not rate the $17.1 million class P or $14.4 million
class RCKB certificates.  The GLC rake class represents the non-
pooled B-note for Great Lakes Crossing (A-note: 8.8%).  The RCKB
certificate represents the non-pooled B-note for the Ritz Carlton
Key Biscayne (6.6%), which defeased in May 2006.

The rating upgrades reflect increased credit enhancement due to
loan payoffs and scheduled loan amortization, as well as the
additional defeasance of three loans (7.8%) since the last Fitch
rating action.  Nine loans (16.3%) have defeased to date,
including two top 10 loans (10.2%) in the pool.  As of the October
2006 distribution date, the pool's aggregate certificate balance
has decreased 4.6% to $942.5 million from $1.0 billion at
issuance.

Fitch reviewed the performance of the largest loan in the pool,
Great Lakes Crossing (8.8%).  The loan is secured by a 1,142,827
square foot anchored-retail center and maintains an investment
grade credit assessment.  The year-end 2005 Fitch stressed DSCR is
1.62 times (x), in line with the Fitch stressed DSCR at issuance
of 1.58x.  Occupancy as of June 2006 declined to 84.9% from 88.2%
in October 2005 due to four tenants vacating prior to lease end.

Currently, there is one loan (0.3%) in special servicing.  The
loan is a 45,702-sf industrial property in Scottsdale, Arizona,
and is in foreclosure.  The foreclosure sale is scheduled for
December 2006.  Based on the most recent appraisal value, Fitch
does not project any losses upon the liquidation of this loan.


DATALOGIC INT'L: Expects to Issue $2.45MM of 10% Promissory Notes
-----------------------------------------------------------------
DataLogic International, Inc., has completed a $412,500 private
placement with four private investors and a restructuring of the
terms of its senior secured debt held by Laurus Master Fund, Ltd.

        10% Secured Convertible Promissory Note Financing

Pursuant to the private financing, DataLogic sold $412,500
principal amount of its 10% secured convertible promissory notes
together with warrants to purchase 20,625,000 shares of DataLogic
common stock at an exercise price of $0.04 per share.  The
convertible notes are due Oct. 31 2008, begin amortization of
principal on Feb. 15, 2007, are secured by all of the assets of
DataLogic and are convertible into DataLogic common stock at an
initial conversion price of $.02 per share.  The warrants will be
exercisable for a three-year period beginning on the date a resale
registration statement for the shares underlying the convertible
notes and warrants is declared effective by the Securities and
Exchange Commission.

As a result of the financing and pursuant to the terms of "most
favored nations" rights granted to investors in DataLogic's May
2006 private placement, DataLogic expects to issue up to an
additional $2,450,000 principal amount of its 10% secured
convertible promissory notes and warrants to purchase 122,500,000
shares of common stock at an exercise price of $0.04 per share to
its May 2006 private placement investors in exchange for up to
8,125,000 shares of DataLogic common stock issued in the May 2006
private placement.  DataLogic will receive no additional proceeds
from the exchange.

In the transaction, an officer and director of DataLogic also
agreed to exchange a $300,000 promissory note payable by a
DataLogic subsidiary for $300,000 principal amount of its 10%
secured convertible promissory notes and warrants to purchase
15,000,000 shares of DataLogic common stock at an exercise price
of $0.04 per share.  DataLogic will receive no additional proceeds
from the exchange.

Under the terms of the financing, DataLogic has agreed to use best
efforts to obtain stockholder approval to:

   (i) increase DataLogic's authorized shares of common stock to a
       number that is not less than 100% of the maximum number of
       shares of common stock which would be issuable upon
       conversion of the convertible notes and exercise of the
       warrants, and

  (ii) effect a reverse stock split so that its common stock is
       quoted on the OTC Bulletin Board at a price per share of
       not less than $1.00 immediately following the reverse stock
       split.

DataLogic has also agreed to prepare and file a resale
registration statement with the Securities and Exchange Commission
for the shares underlying the convertible notes and warrants.

Midtown Partners & Co., LLC acted as sole placement agent in this
transaction.

              Restructuring of Senior Secured Debt

Concurrently with completion of the convertible note and warrant
financing, DataLogic completed a restructuring of its payment
obligations under its Secured Term Note held by Laurus Master
Fund, Ltd.  As restructured, DataLogic will be obligated to make
monthly principal payments of $25,000 per month beginning Jan. 1,
2007 and increasing to $50,000 per month beginning July 1, 2007
through maturity at Dec. 31, 2008.  As of Oct. 31, 2006, DataLogic
had $1,364,976 principal amount outstanding under the Secured Term
Note.

In connection with the restructuring of the Secured Term Note,
Laurus withdrew its notice of default by DataLogic and released
the hold it had placed on DataLogic's accounts receivable
"lockbox" account.

                      About DataLogic Int'l

DataLogic International, Inc. -- http://www.dlgi.com/-- is a
technology and professional services company providing a wide
range of consulting services and communication solutions like GPS
based mobile asset tracking, secured mobile communications and
VoIP.  The Company also provides Information Technology
outsourcing and private label communication solutions.
DataLogic's customers include U.S. and international governmental
agencies as well as a variety of international commercial
organizations.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 17, 2006,
Corbin & Company, LLP, in Irvine, California, raised substantial
doubt about DataLogic's ability to continue as a going concern
after auditing the Company's consolidated financial statements for
the year ended Dec. 31, 2005.  The auditor pointed to the
Company's recurring losses and need to establish profitable
operations.


DELPHI CORP: Seeks to Recover Receivables from NYCH LLC
-------------------------------------------------------
Prior to the Petition Date, Delphi Corporation sold and delivered
$349,615 worth of goods to NYCH, LLC, Neil Berger, Esq., at Togut,
Segal & Segal, LLP, in New York, informs the Court.  Delphi
subsequently mailed and transmitted invoices to NYCH on account of
the Goods.

NYCH has made payments to Delphi and received credits worth
$95,508 on account of the Invoices, Mr. Berger notes.  The
Invoices, totaling $257,106, are past due and are payable to
Delphi.

NYCH now refuses to pay or turn over the Receivable to Delphi,
despite Delphi's repeated demands, Mr. Berger tells the Court.

Accordingly, Delphi asks the U.S. Bankruptcy Court for the
Southern District of New York to:

   (a) direct NYCH to pay the Receivable, plus interest and the
       costs and expenses of the adversary proceeding, including,
       without limitation, attorneys' fees; and

   (b) disallow any claims filed by or scheduled in favor of NYCH
       against one or more of the Debtors unless and until NYCH
       pays the Judgment Amount.

The Receivable is property of the estate, Mr. Berger asserts.
Thus, pursuant to Section 542 of the Bankruptcy Code, NYCH is
required to turn over and pay the Receivable to Delphi.

Moreover, pursuant to Section 502(d) of the Bankruptcy Code, any
claims filed by NYCH against the Debtors must be disallowed
unless and until NYCH turns over and satisfies the Receivable,
plus all accrued interest.

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


DELTA AIR: Comair Pilots to Conduct Informational Picketing Today
-----------------------------------------------------------------
The pilots of Comair, represented by the Air Line Pilots
Association, International, will conduct informational picketing
at the Cincinnati Airport.  Comair operates under the "Delta
Connection" livery and is a wholly owned subsidiary of Delta Air
Lines, Inc.

Why: The pilots are picketing to demonstrate their frustration
     with management's efforts to sidestep the negotiating process
     by filing an 1113(c) motion with the bankruptcy court.  If
     approved, this motion could repudiate and breach the pilots'
     labor contract and allow Comair management to unilaterally
     impose terms of employment.

When: Today, Nov. 21, 2006
      10:30 a.m. - 12:00 noon, EST

Where: Cincinnati/Northern Kentucky International Airport,
       Terminal 3, west side of the central entrance

In 2005, the Comair pilots agreed to concessions to help their
airline better manage its finances.  Later that year, Comair and
parent company Delta filed for Chapter 11 bankruptcy.  In more
recent contract talks, Comair management has taken an unreasonable
position concerning the level of additional concessions the pilots
must provide.  The pilots want Comair to demonstrate that the
concessions sought are necessary for the company's recovery, and
not simply a means of applying pressure to other Delta Connection
pilot groups to lower their compensation and work rules.  In
contrast, the pilots have been flexible, submitting numerous
proposals that offer substantial contract relief. Finally, the
Comair pilots would like something in exchange for this sacrifice,
such as job security and wage snap-back provisions in later years,
especially since the airline has already returned to
profitability.  Unfortunately, Comair management appears to prefer
to litigate in bankruptcy court rather than seriously negotiate
with its pilots.

Founded in 1931, ALPA is a pilot union, representing more than
60,000 pilots at 39 airlines in the United States and Canada.
Visit the ALPA website at http://www.alpa.org/

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


DLJ COMMERCIAL: Fitch Holds B Rating on $6.3-Million Certificates
-----------------------------------------------------------------
Fitch upgrades the ratings on DLJ Commercial Mortgage Corp.'s
commercial mortgage pass-through certificates, series 1998-CF1 as:

    -- $10 million class B-3 certificates to 'AAA' from 'AA-';
    -- $27.1 million class B-4 certificates to 'A' from 'A-'.

In addition, the ratings on these classes are affirmed by Fitch:

    -- $391.2 million class A-1B at 'AAA';
    -- Interest-only classes CP and S at 'AAA';
    -- $50.4 million class A-2 at 'AAA';
    -- $50.3 million class A-3 at 'AAA';
    -- $41.9 million class B-1 at 'AAA';
    -- $6.3 million class B-7 at 'B-'.

Fitch does not rate the $14.7 million class B-2, $15 million class
B-5, $15 million class B-6 or $10.2 million class C certificates.
Class A-1A paid in full.

The upgrades reflect increased credit enhancement as a result of
additional paydown and defeasance, since Fitch's last rating
action.  In total, thirty loans (22.7%), including the second
largest loan, have defeased.  As of the November 2006 distribution
date, the pool's aggregate certificate balance has been reduced
24.6% to $632.2 million from $838.8 million at issuance.

The largest loan in the pool, the Showboat loan (14.1%), maintains
its investment grade credit assessment by Fitch.  The debt service
coverage ratio, based on annualized ground lease payments provided
as of September 30, 2006 is 1.25 times (x) compared to 1.14x at
issuance.

The pool has a 16.7% exposure to three hotel properties.  The risk
of this property type concentration is mitigated by the credit
quality of the Showboat loan.

There are currently no delinquent or specially serviced loans in
the transaction.


DLJ COMMERCIAL: Fitch Lifts Rating on $6.6-Mil. Certificates to BB
------------------------------------------------------------------
Fitch Ratings upgrades six classes of DLJ Commercial Mortgage
Corp.'s commercial mortgage pass-through certificates, series
2000-CF1:

    -- $31 million class B-1 to 'AAA' from 'AA-';
    -- $11.1 million class B-2 to 'AA' from 'A';
    -- $31 million class B-3 to 'BBB+' from 'BBB';
    -- $8.9 million class B-4 to 'BBB' from 'BBB-';
    -- $2.2 million class B-5 to 'BBB-' from 'BB+';
    -- $6.6 million class B-6 to 'BB' from 'BB-'.

In addition, Fitch affirms the following classes:

    -- $1.4 million class A-1A at 'AAA';
    -- $566.4 million class A-1B at 'AAA';
    -- Interest-only class S at 'AAA';
    -- $44.3 million class A-2 at 'AAA';
    -- $37.7 million class A-3 at 'AAA';
    -- $13.3 million class A-4 at 'AAA';
    -- $8.9 million class B-7 at 'B';
    -- $8.9 million class B-8 at 'B-'.

Fitch does not rate the $8.1 million class C certificates.  Class
D has been reduced to zero due to realized losses.

The upgrades reflect increased credit enhancement levels due to
loan payoffs, scheduled amortization and the additional defeasance
of nine loans (15.3%) since Fitch's last rating action.  In total,
27 loans (27.8%) have defeased, including three of the top ten
loans (11.4%).  As of the November 2006 distribution date, the
pool has paid down 12% to $779 million from $886.2 million at
issuance.

There is one loan (.14%) in special servicing.  The loan is
current and the special servicer intends to return the loan to the
master servicer.  No losses are expected.


DOUGLAS DYNAMICS: Declining Results Prompt S&P's Neg. Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Douglas
Dynamics LLC to negative from stable.  All ratings, including the
'B+' corporate credit rating, have been affirmed.

"The outlook revision reflects a decline in recent operating
results, which will likely stretch credit metrics at the current
ratings," said Standard & Poor's analyst Robert Wilson.

Recent sales have been negatively impacted by below-average
snowfall, resulting in lower profits and cash flow generation.
Debt to EBITDA will likely remain near 6.0x through the end of
2006, compared with the 4-5x expected at the current rating.

The speculative-grade ratings on Milwaukee, Wisconsin-based
Douglas Dynamics, a maker of snow- and ice-control products,
reflect the company's vulnerable business risk profile.  The
company operates in highly seasonal niche markets that are
affected by weather conditions.  The company also has a highly
leveraged financial profile, a result of very aggressive financial
policies.


ENRON CORP: Wants $300,000 Electroimpact Settlement Approved
------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Enron Corp. and its debtor-affiliates ask the Honorable
Arthur Gonzalez of the U.S. Bankruptcy Court for the Southern
District of New York to approve its settlement agreement with
Electroimpact, Inc.

Prior to Dec. 2, 2001, Enron issued unsecured commercial paper to
various entities.  The commercial paper had maturities of up to
270 days.

In a series of transfers starting on Oct. 26, 2001, and concluding
on Nov. 6, 2001, Enron transferred over $1,000,000,000 to various
entities for the purpose of prepaying or redeeming, prior to its
stated maturity date, commercial paper that Enron had previously
issued.

By complaint dated Nov. 6, 2003, and later amended, styled Enron
Corp. v. J.P. Morgan Securities Inc., et al., Adversary Proceeding
No. 03-92677, Enron commenced litigation against Electroimpact and
other defendants, asserting claims for the avoidance and recovery
of preferential or fraudulent transfers in connection with the
Early Redemption Transfers, and disallowance of defendants' claims
against Enron.

Enron sought to recover from Electroimpact $747,525 in connection
with one of the commercial paper debt prepayments identified in
the Complaint.

On Feb. 19, 2004, Electroimpact moved to dismiss the Complaint in
the Adversary Proceeding.  Enron opposed the motion to dismiss.
The motion to dismiss was subsequently denied by the Bankruptcy
Court.

On Aug. 1, 2005, Electroimpact filed an answer in the Adversary
Proceeding denying the material allegations of the Complaint and
asserting various affirmative defenses thereto.

Following discussions between Enron and Electroimpact, the parties
have negotiated the Settlement Agreement under which, subject to
approval by the Court, Electroimpact will pay Enron $300,000, and
Electroimpact will forfeit, waive and release any claim pursuant
to Section 502(h) of the Bankruptcy Code against Enron based upon
the Settlement Payment.

The Settlement Agreement also contemplates that Enron will execute
a stipulation and order dismissing claims against Electroimpact in
the Commercial Paper Action which, once filed with the Bankruptcy
Court, will effectively serve to dismiss with prejudice the claims
against Electroimpact in the Adversary Proceeding.

                       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)


ESCHELON TELECOM: Moody's Affirms Corporate Family Rating at B3
---------------------------------------------------------------
Moody's Investors Service affirmed Eschelon Operating Company's
ratings and changed the ratings Outlook to Positive from Stable.

Moody's has taken these rating actions:

   * Issuer: Eschelon Operating Co.

      -- Corporate family rating affirmed at B3

      -- Probability of Default rating affirmed at B2

      -- $140 million 8 3/8% Senior 2nd Lien Notes maturing in
         2010 affirmed at B3, LGD4-64%

      -- $150 million (approximately $62 million remaining) Shelf
         Registration affirmed at (P) B3, LGD4-64%

      -- Outlook -- Changed to Positive from Stable

      -- Liquidity Rating -- Affirmed SGL-3

The Positive Outlook reflects Eschelon's improving operating
fundamentals leading to an improving credit profile.

The Outlook also incorporates the company's steady progress
towards generating modest free cash flow in 2007.  Although the
improved fundamentals have generated sufficient positive pressure
on the ratings, the ratings are constrained by the uncertainties
arising from Eschelon's acquisition strategy and its continuing
high capital expenditures.

Eschelon has expressed the intention to acquire another
$50 million of revenue in the coming 2 to 3 years, which follows
the acquisition of ATI in 2004, and about $50 million in revenues
from the three acquisitions completed in 2006.

Moody's notes that Eschelon's operating fundamentals, such as
revenue and EBITDA growth, and low churn, have improved and will
continue the upward trend in 2007 as the company realizes
synergies from its recently closed acquisitions of OTI, MTI and
OneEighty.

However Moody's believes that Eschelon's high costs of integrating
the acquisitions and network upgrades will continue to erode the
growth in operating cash flows.  The ratings are also constrained
by the potential use of debt in its future acquisitions, which
could adversely impact the leverage profile.

The B3 rating of the second lien notes reflects an LGD4, 64% loss
given default assessment, as the notes are secured by
substantially all of the company's assets on a 2nd priority basis,
and as the notes will represent nearly all of the debt in the
capital structure.

Eschelon is a competitive local exchange carrier servicing over
514,000 access lines in 45 markets in the western United States.
The company maintains its headquarters in Minneapolis, Minnesota.


EVERGREEN INT'L: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its Probability-of-Default and Loss-Given-Default rating
methodology for the Transportation sector, the rating agency
confirmed its B2 Corporate Family Rating for Evergreen
International Aviation Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Guaranteed Senior
   Secured 1st Lien
   Term Loan, Due
   Aug. 10, 2011          B1       B1      LGD3       33%

   Guaranteed Senior
   Secured 1st Lien
   Revolver Due
   Aug. 10, 2011          B1       B1      LGD3       33%

   Guaranteed Senior
   Secured 2nd Lien
   Term Loan Due
   Feb. 10, 2013         Caa1     Caa1     LGD5       79%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Based in McMinnville, Oregon, Evergreen International Aviation,
Inc. -- http://www.evergreenaviation.com/-- is a privately held
global aviation services company that is active through several
subsidiary companies.


FIDELITY NATIONAL: Fitch Rates $200 Million Senior Notes at BB+
---------------------------------------------------------------
Fitch has upgraded Fidelity National Information Services Inc.'s
outstanding ratings as:

    -- Issuer Default Rating to 'BB+' from 'BB-';
    -- Senior secured facilities to 'BB+' from 'BB-';

Fitch also assigns this rating to Fidelity National Information
Services Inc.'s outstanding notes:

    -- $200 million 4.75% senior unsecured notes due 2008 'BB+'.

Approximately $2.8 billion in debt outstanding at Sept. 30, 2006
is affected by this action.  The Rating Outlook is Stable.

In addition, Fitch expects to rate the company's proposed
$3.1 billion senior unsecured five-year credit facilities 'BB+'.
FIS plans to use the proceeds to refinance its existing $3.2
billion senior secured credit facilities.

The ratings recognize the company's ability to generate strong
free cash flow, its strong market position in core businesses,
diversified product offering, solid client retention, and counter-
cyclical revenue streams and recurring revenue base from long-term
processing agreements.  The ratings also recognize the benefits
realized by FIS from its acquisition of Certegy Inc. in early
2006.  Fitch believes the strong performance of FIS as a
standalone company, the operating strength and business
diversification brought from Certegy, sound liquidity, and
improved leverage also support the ratings.  Credit concerns
include the company's history of debt-financed acquisitions, well-
capitalized significant industry competitors, the ongoing
consolidation of its financial institution customer base, and
event risk associated with two private equity firms that have a
combined equity stake of approximately 15%.  Fitch believes that
potential acquisitions also remain a risk but expects the company
will have the flexibility and capacity to manage its leverage
accordingly.

Ongoing developments in lender processing platforms and software
as well as new enhancements to transaction processing are key
areas where competitors are distinguishing themselves.  Fitch
expects FIS to continue investment in these areas of development
in order to maintain its market position.  The rating recognizes
that FIS has attained recurring revenues of more than 80% on a
consistent basis from long-term customer contracts.  FIS also has
consistently achieved EBITDA margins in the mid-20% range, prior
and subsequent to the Certegy acquisition.

Operating performance in the third quarter of 2006 was solid with
10% consolidated revenue growth and 10.5% operating EBITDA growth.
Steady growth in the transaction processing segment was bolstered
by 9.8% growth in integrated financial solutions, 10% growth in
enterprise banking services, and approximately 37% growth in
international revenues.  The lender processing services segment
generated approximately 5% growth driven by appraisal and default
management services.  Operating EBITDA of $281 million for the
quarter generated strong 26% margin and compared well to third-
quarter pro forma 2005 EBITDA of $259 million. Fitch expects the
company's public guidance of solid EBITDA growth can be
attainable.

The rating also incorporates the company's ongoing efforts to
achieve cost synergies from its acquisitions.  FIS is currently on
track to have approximately $50 million in annualized cost
synergies from the Certegy acquisition by the end of 2006.  The
company also continues to grow its international presence and has
recently made a few strategic investments in Brazil through tuck-
in acquisitions and joint ventures.  These efforts should help its
competitive position and improve its global reach.  Also, Fitch
expects FIS to continue to search for small tuck-in acquisitions
that will allow it to grow its cash flow and achieve additional
synergies with its existing business lines.

Leverage, as measured by total debt to operating EBITDA
strengthened from 3.3 times (x) in 2005 to 2.7x on an annualized
basis as of June 30, 2006.  Incorporating incremental EBITDA from
Certegy, pro forma leverage is expected to be 2.5x for 2006, which
is comfortably within the financial covenants of the new unsecured
credit facilities.

Historically, liquidity has been adequate and supported by cash
balances of $130 million-$190 million at fiscal year-end 2004 and
2005 as well as $270 million-$400 million of availability under
its revolving credit facilities.  For 2006, liquidity is expected
to remain adequate with cash balances and free cash flow similar
to historical levels and availability under the new unsecured
credit facilities of $450 million.  Debt is approximately $2.8
billion and management has stated its plans to reduce debt over
the next few years.  Free cash flow is planned to be used for
share repurchases, and FIS announced this month that a new $200
million share repurchase program was approved.  Fitch believes
approximately $100 million will likely be repurchased in 2007.

The existing FIS senior unsecured notes due 2008 have no
substantial covenant protection in the indenture.  Indebtedness
under the new unsecured credit facility will have a guarantee by
FIS, financial covenants for leverage and interest coverage, and
some restrictions related to additional debt, dividends, and stock
repurchases.  The leverage covenant calls for a maximum of 3.50x
through 2008 with a step-down to 3.25x in 2009, and 3.0x
thereafter.  The covenant for interest coverage calls for a
minimum of 3.5x through 2008 and a minimum of 4.0x thereafter.


TIAA CMBS: Fitch Holds Low-B Rating on Four Certificate Classes
---------------------------------------------------------------
Fitch upgrades the ratings on TIAA CMBS I Trust's commercial
mortgage pass-through certificates, series 2001-C1, as:

    -- $14.7 million class E to 'AAA' from 'AA+';
    -- $18.3 million class F to 'AA+' from 'AA-';
    -- $14.7 million class G to 'AA' from 'A';
    -- $33 million class H to 'A-" from 'BBB+';

In addition, Fitch affirms the ratings on these classes:

    -- $73.3 million class A-2 at 'AAA';
    -- $146.6 million class A-3 at 'AAA';
    -- $400 million class A-4 at 'AAA';
    -- $1.4 million class A-5 at 'AAA';
    -- Interest only class X at 'AAA';
    -- $58.6 million class B at 'AAA';
    -- $51.3 million class C at 'AAA';
    -- $22 million class D at 'AAA';
    -- $14.7 million class J at 'BBB';
    -- $11 million class K at 'BB+'
    -- $14.7 million class L at 'B+';
    -- $7.3 million class M at 'B';
    -- $7.3 million class N at 'B-'.

Fitch does not rate the $17.5 million class O.

The upgrades reflect increased credit enhancement levels due to
loan payoffs, scheduled amortization and the additional defeasance
of six loans (8.4%) since Fitch's last rating action.  In total,
seventeen loans (20.7%) have defeased.

As of the October 2006 distribution date, the pool's aggregate
certificate balance has decreased 37.4%, to $906 million from
$1.46 billion at issuance.  Of the original 252 loans, 169 remain
outstanding in the pool.  There are currently no delinquent or
specially serviced loans.

The pool's property type concentrations include retail (28.7%),
multifamily (22.7%), industrial (11.5%), healthcare (9.2%) and
office 96.4%).  Geographic concentrations include California
(11.6%), New York (8.6%), New Jersey (6.4%), and Colorado (5.0%).


FOUNDATION RE: S&P Rates $67.5-Million Class G Notes at B
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
secured debt rating to Foundation Re II Ltd.'s $180 million Class
A, Series 2006-1 variable-rate notes issue due Nov. 26, 2010, and
its 'B' senior secured debt rating to Foundation Re II's
$67.5 million Class G, Series 2006-1 variable-rate notes issue due
Jan. 8, 2009.

The two series of notes are the initial offerings under Foundation
Re II's $750 million variable-rate note program.

Foundation Re II is a Cayman Islands exempted company licensed as
a Class B insurer in the Cayman Islands.

"The rating on each series is based on the modeled probability of
attachment," explained Standard & Poor's credit analyst Gary
Martucci.

"Risk Management Solutions Inc.'s RiskLink 6.0 was used to
determine the probability of attachment of each series.  The
annual probability of attachment for the Class A notes is 106
basis points (bps), and the annual probability for the Class G
notes is 462 bps," added Martucci.

The Class A notes are exposed to certain first and subsequent U.S.
hurricane events on a per occurrence basis and will cover 45% of
losses between the initial index attachment point of $1.85 billion
and the initial index exhaustion point of $2.25 billion.  The
payment mechanism for the Class A notes is based on a customized
index structure computed as Property Claim Services personal and
commercial insured property loss estimates by state and line of
business multiplied by the applicable payout factor by state/line
of business multiplied by the factor for automobile damages.

The Class G notes are exposed to losses from U.S. hurricanes, U.S.
earthquakes, and U.S. tornadoes/hailstorms on an annual aggregate
basis and will cover 45% of losses between the initial index
attachment point of $462 million and the initial index exhaustion
point of $612 million.  Losses are based on a customized index
structure computed as PCS personal and commercial insured property
loss estimates by state and line of business multiplied by the
applicable payout factor by state/line of business multiplied by
the factor for automobile damages.

For the Class G notes, covered events with PCS estimated insured
industry losses below $100 million and greater than or equal
to $29.5 billion are excluded from coverage.

In addition, all qualifying loss events are subject to a maximum
per event loss contribution limit of $150 million.

The risk period will begin at 12:00 a.m. the day after closing and
end on Nov. 17, 2010, for the Class A notes and begin at 12:00
a.m. on Jan. 1, 2007, and end on Dec. 31, 2008, for the Class G
notes.  The delay between the closing and the start of the risk
period of the Class G notes results in an annualized
attachment probability of 436 bps.

The reinsurance agreement, which is effectively supported by the
proceeds from the issuance of the notes, will provide Hartford
Fire Insurance Co. with a source of index-based catastrophe
coverage for hurricane, earthquake, and tornado/hailstorm events
in the covered area.

For a hurricane event, the covered area is the U.S. Gulf Coast,
states that border the Atlantic Ocean, and West Virginia, Vermont,
and D.C. For earthquake and tornado and hailstorm events, the
covered area is D.C. and all contiguous states constituting the
continental United States.  Hartford Fire Insurance Co. and
Foundation Re II will enter into a reinsurance agreement that will
establish the index-based coverage.

Upon the sale of the notes, the proceeds will be invested in high-
quality permitted investments within collateral accounts.  There
will be a separate collateral account for each series of notes.
Foundation Re II will swap the total return of each collateral
account with BNP Paribas in exchange for quarterly LIBOR-based
payments minus 12 bps.

The premium received by Foundation Re II pursuant to the
reinsurance agreement--combined with the payments received under
the swap -- will be used to make the scheduled interest payments
to the noteholders.  If there is a trigger event, assets will be
sold from the related collateral account with the proceeds being
distributed to Hartford Fire Insurance Co.

Principal on the notes will be paid at maturity unless any covered
event occurs.


FOUR SEASONS: S&P Pares Corp. Credit Rating to 'BB+' from 'BBB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Four Seasons Hotels, Inc. to 'BB+' from 'BBB-'.  The
ratings remain on CreditWatch with negative implications, where
they were placed on Nov. 6, 2006.

At the same time, we affirmed our 'BBB-' rating on the company's
senior unsecured convertible notes and removed it from
CreditWatch.  The rating agency expects that these notes will be
refinanced upon the issuance of new debt financing if the proposed
transaction closes.  In the event the proposed transaction does
not close, and the proposed refinancing does not occur, Standard &
Poor's would lower the rating on these notes to a level in line
with Four Season's corporate credit rating.

The downgrade was after the company's filing of a proposed capital
structure related to the Nov. 6, 2006, offer to take Four Seasons
private at $82 per share, or an enterprise value of $3.7 billion.
The proposed capital structure includes $750 million in debt
financing and the contribution of new equity into the company, net
of the company's existing cash balances.

The proposed capital structure helps to clarify previous
uncertainties around the amount of equity that would be
contributed in financing the proposed acquisition.  If the deal is
accepted by the board, and financing is structured in the manner
specified in the filing, the rating agency would expect that debt
leverage, as measured by total lease adjusted debt to EBITDA,
would exceed 8x.

This would likely result in ratings being lowered to the single
'B' category in the absence of additional support being provided
by equity owners.

Even if the deal does not close, ratings have historically
incorporated the expectation that management would maintain a
conservative financial policy, including maintenance of a
meaningful level of cash balances.  With this proposed
transaction, management has demonstrated an appetite for a higher
level of risk, thus our financial policy expectations have
changed,  warranting a lower corporate credit rating.

The offer to purchase Four Seasons was received from CEO Isador
Sharp and Triples Holdings Limited, the controlling shareholder in
Four Seasons, together with Kingdom Hotels International, which is
owned by Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud, and
Cascade Invesment LLC, which is owned by Bill Gates.   Four
Seasons' board has established a committee of directors to
consider the proposed transaction.


FRASER PAPERS: S&P Downgrades Corp. Credit Ratings to B-
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Fraser
Papers Inc., including the long-term corporate credit rating, to
'B-' from 'B'.

The outlook is negative.

"Fraser Papers continues to generate negative free cash flow amid
difficult industry conditions, and is increasingly dependent on
improved market conditions to preserve its currently adequate
liquidity," said Standard & Poor's credit analyst Donald Marleau.
In the past 12 months, the company has generated negative EBITDA
and negative free operating cash flow and, more recently, has
temporarily shut down its two New Brunswick lumber operations
because of weak market prices.

"With the sharp decline in U.S. housing starts, the company's
earnings and cash flow in the next several quarters will rely
more heavily on higher prices and cost improvements in its pulp
and paper segment," added Mr. Marleau.

The ratings on Fraser Papers reflect its below-average cost
position, limited product diversity, exposure to volatile paper
and lumber prices, and some foreign exchange risk.  These risks
are only partially offset by the company's liquidity and reduced
debt.

Fraser Papers focuses on specialty paper sales, prices for which
are less volatile than straight commodity grades. About 65% of
Fraser Papers' current production consists of technical and
specialty printing papers, and the company believes it has leading
positions in pharmaceutical inserts, financial print, and various
technical specialties including consumer packaging grades.  The
company's strategy to focus its product mix on more specialized,
higher value-added paper grades is necessary, as its paper
machines are smaller and not competitive in commodity grades
because they do not benefit from the economies of scale provided
by newer, faster, and larger paper machines.

Fraser Papers' margins and returns on capital are weak and the
company must address its cost structure. In the past several
years, the company's profitability has been hit by a longer-than-
expected cyclical downturn, escalating costs in fiber and energy,
softwood lumber duties, and the appreciation of the Canadian
dollar.

The resolution of the Canada-U.S. softwood lumber dispute should
result in pretax duty refunds but a sharp decline in lumber prices
has caused downtime at the company's Canadian sawmills, while
continuing cost pressures have constrained the benefits of
higher pulp and paper prices.

The outlook is negative.

The combination of a higher Canadian dollar, weak lumber prices,
and high fiber and energy costs have more than offset higher paper
prices, contributing to continued weak near-term earnings and cash
flow.  Although the company's cash position, credit line
availability, and other liquid assets provide sufficient financial
flexibility through 2007, Fraser Papers must improve the
profitability of its core paper operations in
the long term to ensure its viability.


GAP INC: Disappointing Sales Cue S&P's Ratings Downgrade
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on San Francisco-based The Gap Inc.
to 'BB+' from 'BBB-'.

The outlook is stable.

"The downgrade reflects our view that the company's business no
longer possesses investment-grade characteristics," said Standard
& Poor's credit analyst Diane Shand.

"The Gap has a protracted record of disappointing sales, and
profits have fallen for the past two years."

Its poor operating performance has caused cash flow protection
measures to weaken.  Credit measures dropped sharply in the third
quarter of 2006, indicating that ratios for the full year will not
meet the rating agency's previous expectations.

As management faces significant challenges in turning around the
performance of each of The Gap's brands, Standard & Poor's does
not expect a reversal of negative trends in the near term.

The ratings on The Gap reflect management's challenge in improving
business fundamentals in its three brands in an industry that will
continue to experience intense competition, and in strengthening
credit protection measures.  These factors are partially offset by
the company's good market position in casual apparel, its
geographic diversity, and strong cash flow.

The Gap's operating performance has been on a decline for the past
two years.  Operating margins declined to 18.3% in the 12 months
ended Oct. 28, 2006, from 21% a year earlier.  In 2005, the margin
fell to 20.8% from 22.4% in 2004 due to lack of sales leverage,
lower merchandise margins, higher advertising, and investments in
growth strategies and store experience.

Management's revised merchandise and marketing initiatives have
not resonated with the consumer.  Same-store sales trends have
been negative since June 2004.

The rating agency expect the company's operating performance to
remain under pressure as sales trends at Old Navy, its largest
concept, are the weakest in the company and it faces more
competition than The Gap's other brands.


GE CAPITAL: Fitch Holds Low-B Rating on Three Certificate Classes
-----------------------------------------------------------------
Fitch Ratings upgrades these ratings on GE Capital Commercial
Mortgage Corp.'s commercial mortgage pass-through certificates,
series 2002-3:

    -- $14.6 million class E to 'AAA' from 'AA+';
    -- $10.2 million class F to 'AAA' from 'AA';
    -- $17.6 million class G to 'AA' from 'A+';
    -- $11.7 million class H to 'A+' from 'A';
    -- $27.8 million class J to 'BBB+' from 'BBB';
    -- $10.2 million class K to 'BBB' from 'BBB-';
    -- $8.8 million class L to 'BBB-' from 'BB+'.

In addition, Fitch affirms the ratings on these classes:

    -- $327.4 million class A-1 at 'AAA';
    -- $553.8 million class A-2 at 'AAA';
    -- Interest-only class X-1 at 'AAA';
    -- Interest-only class X-2 at 'AAA';
    -- $46.8 million class B at 'AAA';
    -- $16.1 million class C at 'AAA';
    -- $26.3 million class D at 'AAA';
    -- $10.2 million class M at 'BB';
    -- $8.8 million class N at 'B+';
    -- $5.9 million class O at 'B-'.

Fitch does not rate the $17.6 million class P certificates.

The rating upgrades are due to defeasance combined with stable
performance and amortization. Fifteen loans (17.3%) have defeased,
including three of the top 10 loans (8.6%).  As of the November
2006 distribution date, the pool has paid down 4.8% to $1.11
billion from $1.17 billion at issuance.

Fitch reviewed the performance of the deal's credit assessed loans
and their underlying collateral.  The largest loan, the Westfield
Shoppingtowns Portfolio (8.3%), is secured by two regional
shopping malls consisting of 911,194 square feet of in-line space
located in Santa Ana and Roseville, California.  Servicer reported
net operating income has increased 16.7% since issuance at these
properties.  In addition, the second largest loan, Colonie Center
(3.5%), fully defeased in February 2005. Both loans maintain
investment grade credit assessments.

Ten loans (9.0%) are considered Fitch Loans of Concern due to
decreases in debt service coverage ratio and occupancy or other
performance issues.  This includes the fifth (2.6%) and eleventh
(1.7%) largest loans in the pool, which are two cross-
collateralized and cross-defaulted loans secured by three
multifamily apartment buildings located in downtown Denver, CO.
Occupancy at these properties has declined from 95.4% at issuance
to 84% at year-end (YE) 2005.  As a result, the year end 2005 DSCR
was .88 and .84, respectively.  However, an improving Denver
economy and leasing incentives have increased occupancy to 93% as
of November 2006.  These loans' higher likelihood of default was
incorporated into Fitch's analysis and Fitch will continue to
closely monitor the performance of these loans.

There have been no delinquent or specially serviced loans and no
losses since issuance.


GENERAL NUTRITION: Parent Corporation Prices Senior Notes
---------------------------------------------------------
GNC Parent Corporation has priced its offering of $425 million in
aggregate principal amount of floating rate senior PIK notes due
2011.  The Notes will bear interest, payable and reset
semiannually, at a rate per annum equal to six- month LIBOR plus
6.75%.  Interest will be payable in the form of additional notes.

The Notes will be senior unsecured obligations of GNC.  The
proceeds from the sale of the Notes, together with cash on hand,
will be used to redeem the outstanding Series A preferred stock of
GNC Corporation, a wholly owned subsidiary of GNC; to repay a
portion of the indebtedness of General Nutrition Centers, Inc., a
wholly owned subsidiary of GNC Corporation, under Centers' senior
term loan facility; to pay a dividend to the common stockholders
of GNC; and to pay transaction-related fees and expenses.

The Notes offering will be made solely by means of a private
placement either to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended, or to
persons outside the United States under Regulation S of the
Securities Act and to an entity that is an accredited investor.

Headquartered in Pittsburgh, Pa., GNC -- http://www.gnc.com/--is
a specialty retailer of nutritional products; including vitamin,
mineral, herbal and other specialty supplements and sports
nutrition, diet and energy products.  GNC has more than 4,800
retail locations throughout the United States (including more than
1,000 franchise and more than 1,200 Rite Aid store-within-a-store
locations) and franchise operations in 46 international markets.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 20, 2006,
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.

As reported in the Troubled Company Reporter on Nov. 8, 2006,
Standard & Poor's Ratings Services placed ratings on General
Nutrition Centers Inc., including the 'B' corporate credit rating,
on CreditWatch with developing implications.


GENEVA STEEL: Court Confirms Chapter 11 Liquidation Plan
--------------------------------------------------------
The Hon. Glen E. Clark of the U.S. Bankruptcy Court for the
District of Utah, Central Division, has confirmed Geneva Steel LLC
and its debtor-affiliates' joint chapter 11 plan of liquidation.

The Court determined that the Plan satisfies the 13 standards for
Confirmation under Section 1129(a) of the Bankruptcy Code.

                          Plan Overview

As reported in the Troubled Company Reporter on July 11, 2006, the
Plan calls for the assignment of all of the Debtor's assets,
including claims and causes of action, to Liquidating Trusts.  The
Liquidating Trusts will make all the distributions required under
the Plan.  Chapter 11 Trustee James T. Markus reports that
substantially all of the Debtor's assets have been reduced to
cash.

Administrative claims and secured claims will be paid in full.

Holders of General Unsecured Claims are expected to receive
approximately 15% of the allowed amount of their claims.
Additional funds may be paid to general unsecured creditors as a
result of recoveries from avoidance actions and other litigation
initiated by the Trustee.  The Trustee anticipates that as a
result of litigation recoveries, allowed unsecured claim holders
may recover, over time, an aggregate of 15% to 40% of their
claims.  Unsecured creditors making convenience class elections
will get a one-time distribution equal to 25% of their clams, up
to $1,250.

A copy of the Debtor's Disclosure Statement is available for a fee
at http://www.researcharchives.com/bin/download?id=060710210312

Headquartered in Provo, Utah, Geneva Steel LLC owns and operates
an integrated steel mill.  The Company filed for chapter 11
protection on January 25, 2002 (Bankr. Utah Case No. 02-21455).
Andrew A. Kress, Esq., Keith R. Murphy, Esq., and Stephen E.
Garcia, Esq., at Kaye Scholer LLP, represent the Debtor in its
chapter 11 proceeding.  James T. Markus was appointed as the
chapter 11 Trustee for the Debtor's estate on June 22, 2005.
John F. Young, Esq., at Block Markus & Williams, LLC represents
the chapter 11 Trustee.  Dianna M. Gibson, Esq., and J. Thomas
Beckett, Esq., at Parsons Behle & Latimer, represent the Official
Committee of Unsecured Creditors.  When the Company filed for
protection from its creditors, it listed $262 million in total
assets and $192 million in total debts.


GMAC COMMERCIAL: Fitch Holds Junk Ratings on Class N & O Certs.
---------------------------------------------------------------
Fitch Ratings upgrades the ratings on GMAC Commercial Mortgage
Securities, Inc.'s mortgage pass-through certificates, series
2001-C1, as:

    -- $41 million class B to 'AAA' from 'AA+';
    -- $32.4 million class C to 'AAA' from 'A+';
    -- $13 million class D to 'AAA' from 'A';
    -- $17.3 million class E to 'AA' from 'BBB+';
    -- $13 million class F to 'A' from 'BBB';
    -- $13 million class G to 'BBB+' from 'BBB-'.

In addition, Fitch affirms the ratings on these classes:

    -- $14.3 million class A-1 at 'AAA';
    -- $546.8 million class A-2 at 'AAA';
    -- Interest-only class X-1 at 'AAA';
    -- Interest-only class X-2 at 'AAA';
    -- $25.9 million class H at 'BB+';
    -- $6.5 million class J at 'BB';
    -- $6.5 million class K at 'BB-';
    -- $13 million class L at 'B+';
    -- $4.3 million class M at 'B-'.

Classes N and O remain at 'CCC/DR1' and 'C/DR5', respectively.

The upgrades reflect increased subordination levels due primarily
to the defeasance of 11 loans (14%) since the last Fitch rating
action.  As of the November 2006 distribution date, the pool's
aggregate principal balance has been reduced 12.9%, to $752.7
million from $864.1 million at issuance.  Eighteen loans (22.5%)
have defeased to date, including the largest loan (5.8%) in the
pool.

Currently, one asset (0.4%) is in special servicing.  The asset is
a 142-unit multifamily property located in Irving, Texas and is
real estate-owned.  The special servicer continues to market the
asset for sale.  Fitch-projected losses on the specially serviced
asset are expected to be absorbed by class O.

Fitch has identified 23 loans (24.5%) as Fitch Loans of Concern,
including the specially serviced assets and loans exhibiting low
debt service coverage ratios or low occupancy.   Fitch continues
to monitor the performance of the second largest loan (5.1%) in
the pool, which is secured by a multifamily property in Phoenix,
Arizona.  The Phoenix multifamily sector is currently experiencing
a downturn due to oversupply and the borrower has offered high
concessions to maintain occupancy levels.  The borrower continues
to market the property heavily, and first-half 2006 financials
indicate some improvement over year-end 2005.


GOODYEAR TIRE: S&P Rates $1 Billion Debentures at 'B-'
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' ratings to
Goodyear Tire & Rubber Co.'s $500 million floating rate senior
notes due 2009 and its $500 million fixed rate senior notes due
2011, and placed the ratings on CreditWatch with negative
implications.

Goodyear's 'B+' corporate credit and other ratings remain on
CreditWatch with negative implications where they were placed
Oct. 16, 2006, because of the potential for business disruptions
and earnings pressures that could result from the ongoing labor
dispute at most of the company's North American tire plants.  Pro
forma for the new debt issues, Goodyear will have total debt of
about $14 billion.

Proceeds from the new debt issues will be used to refinance
$515 million of debt coming due in the next six months, and for
general corporate purposes.  The new capital will raise Goodyear's
already high debt levels, but will improve liquidity by increasing
the company's current $2.3 billion cash position, while its U.S.
salaried workforce remains on strike.  Goodyear is
ramping up production at the striking plants using salaried and
replacement workers.  But the company's accounts receivable and
inventory balances may shrink in the coming months, which could
force a partial reduction in borrowings outstanding under its
fully utilized $1.5 billion asset-based revolving credit facility.
A portion of the debt proceeds could also be used
to partially fund a proposed $660 million VEBA trust to provide
retiree health care benefits for its U.S. unionized workforce.


GOODYEAR TIRE: Fitch Rates New Private Placement Notes at CCC+
--------------------------------------------------------------
Fitch Ratings has assigned debt and Recovery Ratings of 'CCC+/RR6'
to $1 billion of new private placement notes issued by The
Goodyear Tire & Rubber Company.

All ratings remain on Rating Watch Negative.

The new debt includes $500 million of three-year floating rate
notes and $500 million of five-year 8.625% notes.  Proceeds will
be used to refinance $515 million of debt scheduled to mature by
March 2007 and for general corporate purposes, including
addressing the ongoing strike by the United Steelworkers union.

These are the rating actions on Goodyear's existing debt and
recovery:

      -- Issuer Default Rating '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';
         and,

      -- Senior unsecured debt 'CCC+/RR6'.

   * Goodyear Dunlop Tires Europe B.V. (GDTE)

      -- EUR505 million European secured credit facilities
         'BB/RR1'.

Fitch placed Goodyear's ratings on Rating Watch Negative on
Oct. 18, 2006 following the company's $975 million drawdown of its
$1.5 billion revolver, effectively using the remaining capacity
under the revolver.

The net addition of nearly $500 million of debt, excluding debt to
be refinanced, further supports GT's liquidity during the strike
which began Oct. 5.  The Rating Watch Negative reflects business
risks posed by the strike as well as concerns about GT's evolving
financial position and liquidity as the strike continues.

Demands on GT's cash include pension contributions, debt service
requirements, potential cash requirements related to the
resolution of the strike, uncertain access to any additional
financing, and continued operating challenges with respect to the
company's cost structure and raw material costs.  The eventual
outcome of the strike will be an important factor in resolving the
rating watch.


GREAT LAKES: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its Probability-of-Default and Loss-Given-Default rating
methodology for the Transportation sector, the rating agency
confirmed its B3 Corporate Family Rating for Great Lakes Dredge &
Dock Corporation.

In addition, Moody's revised or held its probability-of-default
ratings and assigned loss-given-default ratings on these loans:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Guaranteed Senior
   Secured Revolving
   Credit Facility
   Due 2008               B2      Ba3      LGD2       17%

   Guaranteed Senior
   Secured Term
   Loan B Due 2010        B2      Ba3      LGD2       17%

   7.75% Senior
   Subordinated Notes
   Due 2013              Caa2     Caa1     LGD5       78%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Based in Oak Brook, Illinois, Great Lakes Dredge & Dock
Corporation -- http://www.gldd.com/-- offers dredging services,
such as deepening and maintaining waterways, shipping channels,
and ports, creating and maintaining beaches, excavating harbors
and building docks, terminals and piers, and reclaiming land.
Great Lakes is a significant contractor for the U.S. Army Corps of
Engineers, the agency responsible for navigable waterways in the
U.S.  In addition, the firm performs many projects
internationally, in Europe, Africa, the Middle East, and Central
and South America.


GREENBRIER COMPANIES: Moody's Assigns Loss-Given-Default Ratings
----------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its Probability-of-Default and Loss-Given-Default rating
methodology for the Transportation sector, the rating agency
confirmed its Ba3 Corporate Family Rating for The Greenbrier
Companies, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   8.375% Senior
   Unsecured Notes
   Due 2015               B1       B1      LGD4       64%

   2.375% Convertible
   Senior Notes
   Due 2026               B1       B1      LGD4       64%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Based in Lake Oswego, Oregon, The Greenbrier Companies [NYSE:GBX]
-- http://www.gbrx.com/-- is an international supplier of
transportation equipment and services to the railroad industry.
The company builds, leases, repairs and refurbishes freight
railcars for a variety of customers in North America.  It also
manufactures and refurbishes freight wagons in the European
market.  Greenbrier owns a lease fleet of approximately 9,000
railcars, and performs management services for approximately
136,000 railcars.  The company also is a leading supplier of
ocean-going barges for the American maritime industry.


GS MORTGAGE: S&P Assigns Initial Low-B Ratings to 2 Cert Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to GS Mortgage Securities Corp. II's $727.8 million
commercial mortgage-backed securities pass-through certificates
series 2006-RR3.

The preliminary ratings are based on information as of Nov. 17,
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 securities and the geographic and property
type diversity of the mortgaged properties securing the underlying
CMBS collateral.  The collateral pool consists of 58 classes of
pass-through certificates taken from 34 CMBS transactions.

                   Preliminary Ratings Assigned

                 GS Mortgage Securities Corp. II

  Class                Rating        Preliminary   Recommended
                                     amount        credit support
                                                   (%)
  -----                ------        ------------  --------------
  A-1                  AAA           $509,488,000     30.000
  A-2                  AAA           $131,012,000     12.000
  B                    AA+            $18,196,000     9.500
  C                    AA              $9,098,000     8.250
  D                    AA-             $7,278,000     7.250
  E                    A+              $9,098,000     6.000
  F                    A               $4,549,000     5.375
  G                    A-              $3,639,000     4.875
  H                    A-              $5,459,000     4.125
  J                    BBB+           $10,918,000     2.625
  K                    BBB             $2,729,000     2.250
  L                    BBB-            $4,549,000     1.625
  M                    BB+             $5,459,000     0.875
  N                    BB              $1,819,000     0.625
  O                    NR              $4,550,000     0.000
  X                    AAA           $727,841,000     N/A

NR--Not rated. N/A--Not applicable.


HARTMAN COMMERCIAL: KeyBank Waives Covenant Defaults Under LOC
--------------------------------------------------------------
Hartman Commercial Properties REIT disclosed that its syndicate of
lenders led by KeyBank has temporarily waived, on an expedited
basis, covenant defaults under its line of credit.  The covenant
defaults, which were non-financial in nature, occurred when the
independent trustees terminated HCP REIT's management and advisory
relationship with Hartman Management LP, and removed Allen Hartman
as chairman and CEO.  On Oct. 2, 2006, HCP REIT filed suit against
Allen Hartman and Hartman Management for breach of fiduciary duty
and breach of contract, among other matters, citing conflicts of
interests and other unresolved issues.

In granting the waiver, KeyBank cited its long-time relationship
with HCP REIT's new chairman and interim CEO, James C. Mastandrea,
beginning soon after Mr. Mastandrea was appointed as CEO/Chairman
to First Union Real Estate Investment Trust REIT in 1994.

"We have a long time relationship with Jim," KeyBank Senior Vice
President Bob Avil said.  "His vast experience in commercial real
estate, financial markets and running a public real estate company
enhances our comfort with the leadership at and our relationship
with HCP REIT."

Mr. Avil added, "At First Union, Jim strategically utilized the
company's credit facility, in which we participated, to improve
its asset base and profitability."

Mr. Mastandrea strengthened First Union's capital position with
the credit facility and through multiple public offerings,
including offerings of convertible preferred and common stock.
Within five years, First Union's portfolio of properties had grown
in value to more than $1 billion from less than $300 million.
First Union's stock price rose simultaneously from $6 in 1994,
with approximately 19 million common shares outstanding, to $16.75
per share, by December 1997, with 40 million common shares.

Mr. Avil said: "Jim did a great job at First Union calling on all
sources of capital to present a well structured balance sheet, and
a platform to execute a business plan.  We look forward to
continuing our relationship with Jim at HCP REIT and working with
him to execute the REIT's plan to transform into a self-managed
platform, reposition its assets, and profitably grow its
portfolio."

KeyBank, the 15th largest bank in the country, has branches in 13
states, including Texas.

                         About HCP REIT

Hartman Commercial Properties REIT -- http://www.hcpreit.com/--  
is a "value added" public, non-traded REIT, which is internally
managed, and owns, leases, and manages 37 commercial properties in
Texas.  Its mission is to create value by buying "C" and "B" class
commercial properties and/or underdeveloped properties and
capitalizing on their potential through redevelopment strategies,
responsive to local market conditions, with its leasing, managing
and developing expertise.


H-LINES FINANCE: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its Probability-of-Default and Loss-Given-Default rating
methodology for the Transportation sector, the rating agency
confirmed its B2 Corporate Family Rating for H-Lines Finance
Holdings Corp. and Horizon Lines LLC.

In addition, Moody's revised or held its probability-of-default
ratings and assigned loss-given-default ratings on the companies'
loans and bond debt obligations:

Issuer: H-Lines Finance Holdings Corp.

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Discount
   Notes Due 2013        Caa2     Caa1     LGD6       94%

Issuer: Horizon Lines LLC

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Secured
   Revolver Due 2009      B2       Ba2     LGD2       20%

   Senior Secured
   Term Loan Due 2011     B2       Ba2     LGD2       20%

   9% Guaranteed Senior
   Unsecured Notes
   Due 2012               B3       B3      LGD4       69%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

H-Lines Finance Holding Corp is based in Charlotte, North
Carolina.  Through its wholly-owned operating subsidiary, Horizon
Lines, LLC, the company employs a fleet of 16 U.S.-flag container
ships providing liner service between the continental U.S. and
Alaska, Hawaii, Guam, and Puerto Rico.


HOLLINGER INC: Ct. Rejects Injunction Continuance against Radler
----------------------------------------------------------------
The British Columbia Supreme Court declined, on Nov. 14, 2006, to
continue a temporary Mareva Injunction Order against David Radler
and F.D. Radler Ltd. pursuant to a motion brought, without notice,
by Hollinger Inc.

As reported in the Troubled Company Reporter on Nov. 2, 2006,
Hollinger disclosed that on Oct. 25, 2006, the British Columbia
Supreme Court granted a Mareva Injunction Order against David
Radler and F.D. Radler Ltd.

The Company previously filed an action against Mr. Radler and F.D.
Radler Ltd., among a number of other parties, for breach of
fiduciary duty, oppressive conduct, and a variety of causes of
action.

The Company said that the Mareva Injunction Order, applicable
worldwide, prevents Mr. Radler and F.D. Radler Ltd. from disposing
of, mortgaging or transferring their assets, and freezes their
bank accounts while the claim filed by the Company is pending
before the courts.

The Court declined to continue the Order until the conclusion of
the proceedings previously brought by Hollinger against Mr. Radler
and F.D. Radler Ltd. in Ontario, but did issue a two-week limited
injunction, at Hollinger's request, to allow Hollinger to consider
appealing the decision to the British Columbia Court of Appeal.

Hollinger has since determined to appeal the decision.

On Nov. 17, 2006, the British Columbia Supreme Court declined to
continue the two-week limited injunction it had previously issued.

                      About Hollinger Inc.

The principal asset of Hollinger Inc. (TSX: HLG.C)(TSX: HLG.PR.B)
-- http://www.hollingerinc.com/-- is its approximately 70.1%
voting and 19.7% equity interest in Sun-Times Media Group Inc.
(formerly Hollinger International Inc.), a newspaper publisher
with assets which include the Chicago Sun-Times and a large number
of community newspapers in the Chicago area.  Hollinger also owns
a portfolio of commercial real estate in Canada.

                         Litigation Risks

Hollinger Inc. faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on Sept. 7, 2004;

   (3) a $425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a Nov. 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a $5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on Nov. 15, 2004, seeking injunctive,
       monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.


INFOUSA INC: Planned Opinion Deal Cues Moody's to Hold Ba3 Rating
-----------------------------------------------------------------
Moody's affirmed the Ba2 rating on $275 million in first lien
credit facilities of InfoUSA Inc.

Concurrently, Moody's has affirmed the corporate family rating of
InfoUSA at Ba3 and the outlook as stable.

The rating actions follow InfoUSA's report that it plans to
acquire Opinion Research Corporation, a provider of market
research services to government and corporate clients in North
America, Europe, and Asia, for $12 per share in an all-cash
transaction valued at approximately $134 million.

While Moody's has some concerns with respect to the financial
policies and corporate governance issues surrounding this issuer
as well as integration risk and prospective revenue synergies to
be derived from the acquisition, the company's key financial
metrics, including free cash flow, leverage and interest coverage
are expected to remain strong for the rating category.

Moody's affirmed these ratings:

   -- $175 million senior secured revolving credit facility, due
      2011, rated Ba2, LGD2, 24% to LGD2, 23%

   -- $100 million senior secured term loan B, due 2012, rated
      Ba2, LGD2, 24% to LGD2, 23%

   -- Corporate Family Rating, rated Ba3

   -- Probability of Default Rating, rated B1

The ratings outlook is stable

The affirmation of the ratings reflect the fact that while the
Opinion Research acquisition is sizeable, will entail a material
leveraging of the company's balance sheet, and relies on revenue
synergies for incremental cash flows, the company's key financial
metrics, including free cash flow, leverage and interest coverage
are expected to remain strong.

The ratings also reflect other continuing strengths, which
include:

   -- the company's annuity-like revenues stream;

   -- the high quality of its data;

   -- its diverse customer base;

   -- its sizeable contract backlog;

   -- strong and stable industry growth trends; and,

   -- a business with significant barriers to entry over the near
      to medium-term.

Downward pressure on the ratings is provided by the company's
aggressive acquisition profile, corporate governance issues, its
relatively small size and the lack of a clearly delineated
financial policy.

The stable outlook reflects Moody's expectation that while the
Opinion Research acquisition is a material one, the company will
successfully assimilate the operation and realize incremental cash
flows over the forthcoming year.  It is also anticipated that the
company will utilize free cash flow to rapidly reduce debt
acquired in support of the Opinion Research and that it will
continue to exhibit strong free cash flow and interest coverage
metrics.

The ratings could move downward if the company undertakes another
major acquisition during the upcoming year or if it experiences
difficulty in assimilating the Opinion Research and other, recent
acquisitions.

Ratings could also be pressured if sales synergies and incremental
cash flows forecast with respect to the Opinion Research
acquisition do not materialize.  The ratings could also move
downward if adjusted free cash flow to debt deteriorates to a
level within a range of 5% to 10% on a sustained basis.

The ratings could come under upward pressure if the company is
able to realize targeted cross-selling benefits from the Opinion
Research acquisition, resulting in material, incremental cash
flows from the combination and if InfoUSA management takes steps
to materially tighten controls with respect to corporate
governance.

Headquartered in Omaha, Nebraska, InfoUSA Inc. is a leading
provider of business and consumer information, data processing and
database marketing services.  For the twelve months ended Sept.
30, 2006, the company recognized revenue of approximately $409
million.


IRIDIUM SATELLITE: Reports Subscriber Growth as of September 30
---------------------------------------------------------------
Iridium Satellite LLC disclosed that it now has approximately
169,000 subscribers worldwide as of Sept. 30, 2006 versus
approximately 137,500 subscribers at the same time last year.

For the nine months ended Sept. 30, 2006, Iridium posted total
revenue of $159.3 million.  Iridium's total revenue in the third
quarter was $54.7 million.  Third quarter 2006 EBITDA was
$14 million.  EBITDA through nine months was $39.9 million.
Iridium results show considerable momentum, particularly from
increased demand for voice and data services from commercial
customers.  Commercial Service revenue continued to grow, and it
now comprises approximately 70 percent of total revenue.

"With seven consecutive quarters of profitability, Iridium is in a
strong position to move forward with its next generation
constellation and  service plans," said Matt Desch, who was
appointed as Chairman and CEO of Iridium Satellite LLC in
September.  "We're running the world's largest commercial mobile
satellite communications network, and providing the highest
quality and most reliable voice and data communications service in
the industry.  Since independent studies indicate we can expect
full network operations into the next decade, we have ample time
to ensure a smooth transition to our next generation
constellation."

Iridium is working with leading innovators inside and outside the
industry to design a new constellation that will be an IP-based,
end-to-end system.  It will maintain the security and global
coverage customers count while increasing the bandwidth available
to users, supporting multiple devices, and driving down costs.

Iridium is planning its new network to be operational until at
least 2030, providing new offerings such as portable and fixed
broadband communications, and wide area broadcast services.  The
new system will be backward compatible with its current services.

"At the same time, we're investing in our current constellation to
develop capabilities in ways never thought possible," Mr. Desch
said.  "We're developing new services and working with partners to
foster many new Iridium applications."

                   Third Quarter Highlights

Growth In Data Business

Demand for Iridium data services increased 44 percent over the
same period last year.  In the first quarter of this year, Iridium
began delivering its new, lower-cost satellite data modem, the
9601 Short-Burst Data transceiver.  The company designed the 9601
to optimize two-way data links.

"Many Iridium customers are realizing that the compact size and
low latency of the 9601 make it the industry's most ideal solution
for small package, time-sensitive data communications
applications," Mr. Desch said.  "We're way ahead of plan in
delivering 9601 units for applications in supply chain management,
field force automation and remote asset tracking.  High demand is
coming from markets such as heavy equipment, homeland security,
supply chain logistics, maritime, automotive, industrial
equipment, trucking, railroads, oil and gas, utilities and
government.  I continue to be impressed by the way our exceptional
partner base has broadened awareness in the market about the
critical, embedded data communications needs only Iridium can
address," Mr. Desch added.

                           Corporate News

Iridium enhanced its leadership team and financial strategy in the
third quarter, as well.  Matt Desch joined in September as
Chairman and CEO.  Mr. Desch was most recently CEO of New Jersey-
based Telcordia Technologies, Inc. and has spent the last 15 years
in the mobile communications industry.

Alvin B. Krongard joined the Iridium Board of Directors.  Mr.
Krongard is the former Chief Executive Officer and Chairman of the
Board of Alex.Brown Incorporated, and served with U.S. Central
Intelligence Agency first as Counselor to the Director, and then
as Executive Director.

The company also announced the completion of $210 million senior
secured credit facilities to repay existing credit facilities,
provide cash collateral for a letter of credit, return capital to
the company's equity investors, and general corporate purposes.

                          About Iridium

Iridium Satellite LLC -- http://www.iridium.com/-- is the only
provider of truly global satellite voice and data solutions with
complete coverage of the earth (including oceans, airways and
Polar Regions).  Iridium delivers essential communications
services to and from remote areas where no other form of
communication is available.  The Iridium constellation consists of
66 low-earth orbiting, cross-linked satellites and has multiple
in-orbit spares.  The constellation operates as a fully meshed
network and is the largest commercial satellite constellation in
the world.  The company also designs, builds and sells its
services, products and solutions through a worldwide network of
more than 100 partners.

                         *     *     *

As reported in the Troubled Company Reporter on July 31, 2006,
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to the $210 million secured bank financing of
Iridium (B-/Negative/--).  The Company's $170 million first-lien
loan is rated 'B-', the same as the corporate credit rating on
Iridium, with a recovery rating of '3', indicating an expectation
for meaningful (50%-80%) recovery of principal following a payment
default.

The $40 million second-lien term loan is rated 'CCC', with a
recovery rating of '5', indicating the expectation for negligible
(0%-25%) recovery of principal following a payment default.

As reported in the Troubled Company Reporter on June 22, 2006,
Moody's Investors Service assigned a B3 Corporate Family Rating
and SGL-2 speculative grade liquidity to Iridium Satellite.  As
well, Moody's assigned a B3 first priority senior secured and a
Caa1 second priority senior secured rating to the company's
prospective bank facility, subject to review of final
documentation.  This is the first time ratings have been assigned
to Iridium.  The outlook is stable.


ISTAR FINANCIAL: Declares Preferred Stock Dividends
---------------------------------------------------
iStar Financial Inc.'s Board of Directors has declared dividends
on the Company's Series D, Series E, Series F, Series G, and
Series I Preferred Stock.  For all five series of Preferred Stock,
dividends are payable on Dec. 15, 2006 to holders of record on
Dec. 1, 2006.

A dividend of $0.50 per share will be paid on the 8.00% Series D
Preferred Stock; a dividend of $0.492188 per share will be paid on
the 7.875% Series E Preferred Stock; a dividend of $0.4875 per
share will be paid on the 7.80% Series F Preferred Stock; a
dividend of $0.478125 per share will be paid on the 7.65% Series G
Preferred Stock; and a dividend of $0.46875 per share will be paid
on the 7.50% Series I Preferred Stock.

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.


J.P. MORGAN: Expected Losses Cue Fitch to Junk Ratings
------------------------------------------------------
Fitch Ratings downgrades the ratings on J.P. Morgan Chase
Commercial Mortgage Securities Corp.'s commercial mortgage pass-
through certificates, series 2001-CIBC1:

    -- $12.7 million class K to 'B-' from 'B+';
    -- $5.1 million class L to 'CC/DR4' from 'B';
    -- $5.1 million class M to 'C/DR6' from 'CCC/DR4'.

These classes are affirmed by Fitch:

   -- $607 million class A-3 at 'AAA';
   -- Interest-only class X-1 at 'AAA';
   -- Interest-only class X-2 at 'AAA';
   -- $43.1 million class B at 'AAA';
   -- $40.6 million class C at 'AAA'.
   -- $12.7 million class D at 'AAA'.
   -- $25.4 million class E at 'AA';
   -- $14 million class F at 'A+';
   -- $29.2 million class G at 'BBB'
   -- $10.1 million class H at 'BB+';
   -- $7.6 million class J at 'BB'.

The $6.2 million class NR certificates are not rated by Fitch.
Classes A-1 and A-2 have been paid in full.

The downgrades are the result of increased Fitch expected losses
on the specially serviced assets.  Fitch-projected losses are
expected to fully deplete class M and negatively impact classes L
and K.

Four loans have defeased (2.1%) since the last Fitch rating
action.  Since issuance, 19 loans (22.9%) have defeased, including
the three largest loans (12.4%) in the pool.  As of the October
2006 distribution date, the transaction has paid down 19.3% to
$818.7 million from $1.01 billion at issuance.

Currently, six assets (2.6%) are in special servicing and all are
real estate owned.  Fitch anticipates losses on all six assets.
The largest specially serviced asset (1.0%) is a multifamily
property in Greece, NY that became REO in June 2006.  The special
servicer will list this asset for sale in fourth quarter 2006.

The second largest specially serviced asset (1.2%) is a
multifamily property in Irving, TX that became REO in September
2004.  The asset sustained hurricane damage and is currently 89%
vacant.  The special servicer is developing an asset disposition
strategy for this property.

The next largest specially serviced asset (0.4%) is a hotel in La
Porte, Indiana that became REO in September 2005.  The special
servicer is currently reviewing the business plan for the hotel.

Fitch has designated 15 loans (9.6%) as Fitch Loans of Concern in
the pool.  These include the specially serviced loans and loans
with low DSCR and occupancies.  The largest Fitch Loan of Concern
(2.7%) is a retail shopping center in Wallkill, New York and is
current. The performance decline is due to a slight drop in
effective gross income accompanied by an increase in operating
expenses.  The occupancy at the center is 87.5% as of September
2006.  Fitch will continue to monitor the performance of the
collateral.


KANSAS CITY: Fitch Rates $175 Million 7.625% Senior Notes at 'B+'
-----------------------------------------------------------------
Fitch Ratings assigned a 'B+' foreign currency rating and an 'RR4'
recovery rating to the $175 million 7.625% senior notes due 2013
to be issued by Kansas City Southern de Mexico, S.A. de C.V..

Fitch also maintains 'B+' foreign currency ratings and 'RR4'
recovery ratings on KCSM's $178 million 12.50% senior notes due
2012 and the US$460 million 9.375% senior notes due 2012.
The proceeds of the proposed new issuance will be used to pay off
the company's outstanding $150 million 10.25% notes due 2007 and
other existing debt.  As a result, Fitch simultaneously affirms
and withdraws its 'B+' foreign currency rating of the notes due in
2007.

Fitch also maintains a 'B+' foreign and local currency Issuer
Default Rating for KCSM.

The Rating Outlook for these ratings is Stable.

The ratings for KCSM are supported by the company's solid business
position as a leading provider of railway transportation services
in Mexico with a diversified revenue base consisting of five main
industrial sectors.  Although operating earnings have improved in
2006, the ratings continue to reflect KCSM's weak financial
profile due to its high leverage and tight liquidity. Over the
past several years, KCSM has operated in a challenging environment
characterized by fierce competition, higher fuel costs, a
depreciating Mexican peso versus the U.S. dollar, and a general
shift in manufacturing to China from several countries, including
Mexico.

KCSM's capital structure remains highly levered.  As of Sept. 30,
2006, KSCM had approximately $1.4 billion in total debt consisting
primarily of $788 million in unsecured notes due in 2007 and 2012
and an estimated $494 million of off-balance debt associated with
lease obligations.

KCSM's EBITDAR, defined as operating EBITDA plus the company's
locomotive and railcar lease payments, was $236 million in the
first nine months of 2006 and the ratio of total debt-to-EBITDAR
was 4.4x, an improvement compared with 6.1x in 2005 and 5.3x in
2004.  EBITDAR covered fixed expenses, defined as interest expense
plus lease payments, by about 2x in the first nine months of 2006
compared with 1.4x in 2005 and 1.5x in 2004.  KCSM's liquidity has
improved throughout 2006 with $41.6 million of cash as of Sept.
30, 2006 compared with $7.1 million at Dec. 31, 2005.

Fitch views the transaction completed on April 1, 2005 in which
Grupo TMM sold its 51% voting interest in Grupo KCSM to Kansas
City Southern as being mildly positive for KCSM.  The transaction
replaced KCSM's financially distressed controlling shareholder,
Grupo TMM, with KCS, a U.S. entity that has a stronger financial
profile but one that is also highly leveraged.

On Sept. 12, 2005, KCS and other parties entered into an agreement
to resolve a dispute with the Mexican government concerning the
refund of value added taxes.  The result of the settlement
involved the cashless exchange of the government's 20% stake in
KCSM for the VAT refund such that KCS now owns 100% of the common
stock of KCSM via Grupo KCSM, the holding company for KCSM.
Despite the acquisition, the KCS railway group continues to be a
small operation with about 60% of consolidated earnings generated
by the Mexican railroad, KCSM.

KCSM is well positioned to continue to benefit from the growth in
the Mexican economy and cross-border trade as a result of the
North American Free Trade Agreement.  The company's revenues are
derived predominantly from cross-border freight transportation
with the U.S. KCS is now focusing on integrating KCSM into its
U.S. rail network, increasing the company's traffic volumes via
truck-to-rail conversion efforts, improving efficiencies, adding
infrastructure, and developing an international inter-modal
corridor to link the port of Lazaro Cardenas on Mexico's south
Pacific coast and important commercial cities such as San Luis
Potosi and Monterrey with the southeastern U.S. via Jackson, Miss.
The route covers major distribution markets such as Mexico City
and Laredo, Texas.

KCSM is one of three main railroad networks in Mexico,
transporting approximately 40% of the country's railway freight
volumes.  The company's main tracks cover 2,600 miles throughout
commercial and industrial areas in the northeastern and central
region of the country and serve three of Mexico's main seaports.
KSCM operates a strategically significant route connecting Mexico
City with Nuevo Laredo-Laredo, Texas, the largest freight exchange
point between the U.S. and Mexico.  In 2005, revenues were
generated from diverse sectors such as agro-industrial (23%),
cement, metals and minerals (20%), chemical and petrochemical
(18%), automotive (16%), manufacturing and industrial (14%), and
intermodal (8%). Kansas City Southern of the U.S. owns 100% of
KSCM via its wholly owned subsidiary, Grupo KCSM.


KANSAS CITY SOUTHERN: Moody's Assigns Loss-Given-Default Ratings
----------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its Probability-of-Default and Loss-Given-Default rating
methodology for the Transportation sector, the rating agency
confirmed its B2 Corporate Family Rating for Kansas City Southern,
and its subsidiary, The Kansas City Southern Railway Company.

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

Issuer: Kansas City Southern

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Preferred Stk.        Caa2     Caa1     LGD6       100%

   Guaranteed Senior
   Unsecured Shelf        B3       B3      LGD4        69%

   Guaranteed
   Subordinated Shelf    Caa1     Caa1     LGD6        97%

Issuer: The Kansas City Southern Railway Company

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Secured
   Guaranteed
   Revolving Credit
   Facility, Due 2011     B1       Ba2     LGD2       21%

   Senior Secured
   Guaranteed Term
   Loan Facility
   Due 2011               B1       Ba2     LGD2       21%

   7-1/2% Guaranteed
   Senior Notes
   Due 2009               B3       B3      LGD4       69%

   9-1/2% Guaranteed
   Senior Notes
   Due 2008               B3       B3      LGD4       69%

   Senior Unsecured
   Shelf                  B3       B3      LGD4       69%

   Subordinated Shelf    Caa1     Caa1     LGD6       97%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Kansas City, Missouri, Kansas City Southern
(NYSE: KSU) - http://www.kcsi.com/-- is a transportation holding
company that has railroad investments in the U.S., Mexico and
Panama.  Its primary U.S. holding is The Kansas City Southern
Railway Company, serving the central and south central U.S.  Its
international holdings include KCSM, serving northeastern and
central Mexico and the port cities of L zaro Cardenas, Tampico and
Veracruz, and a 50 percent interest in Panama Canal Railway
Company, providing ocean-to-ocean freight and passenger service
along the Panama Canal.  KCS' North American rail holdings and
strategic alliances are primary components of a NAFTA Railway
system, linking the commercial and industrial centers of the U.S.,
Canada and Mexico.


KIDDER PEABODY: Fitch Holds BB+ Rating on Class B-1 Certificates
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of six classes of Kidder
Peabody Acceptance Corporation residential mortgage-backed
certificates, series 1993-1:

    -- Classes A-5, A-6, P affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'A';
    -- Class B-1 affirmed at 'BB+'.

The affirmations on the above classes reflect adequate
relationships of credit enhancement to future loss expectations
and affect $430,775 of certificates.  The CE levels have increased
by more than two times the original levels since the closing date.
Cumulative losses as a percent of the original collateral balance
are 0.09%.

The pool factor (i.e. current mortgage loans outstanding as a
percentage of initial pool) is less than 1% with only three loans
left in the pool.

The underlying collateral consists of conventional, fixed-rate,
fully amortizing residential mortgage loans extended to prime
borrowers.  The mortgage loans are serviced by PHH Mortgage Corp,
which is rated 'RPS1-' by Fitch.


KLEROS REAL: Moody's Rates $5 Mil. Class C Notes Due 2046 at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Kleros Real Estate CDO III, Ltd.:

   -- Aaa to $815,000,000 Million Class A-1A First Priority
      Senior Secured Floating Rate Delayed Draw Notes due 2046;

   -- Aaa to $60,000,000 Million Class A-1B Second Priority
      Senior Secured Floating Rate Notes due 2046;

   -- Aa2 to $70,000,000 Million Class A-2 Third Priority Senior
      Secured Floating Rate Notes due 2046;

   -- A2 to $15,000,000 Million Class A-3 Fourth Priority B
      Senior Secured Deferrable Floating Rate Notes due 2046;

   -- A3 to $10,000,000 Class A-4 Fifth Priority Secured
      Deferrable Floating Rate Notes due 2046;

   -- Baa3 to $11,000,000 Million Class B Sixth Priority
      Mezzanine Deferrable Floating Rate Notes due 2046 and

   -- Ba2 to $5,000,000 Class C Seventh Priority Mezzanine
      Deferrable Floating Rate Notes due 2046.

Strategos Capital Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.

Moody's ratings of the Notes address the ultimate cash receipt of
all interest and principal payments required by the Notes'
governing documents, and are based on the expected loss posed to
holders of the Notes relative to the promise of receiving the
present value of such payments.  The ratings are also based upon
the transaction's legal structure and the characteristics of the
underlying assets.


LIFECARE HOLDINGS: S$P Lowers Corp. Credit Rating to B- from B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Plano,
Texas-based LifeCare Holdings Inc.

The corporate credit rating was lowered to 'B-' from 'B', and the
rating outlook is negative.

"The rating downgrade reflects the company's weak earnings,
unfavorable reimbursement outlook, likelihood of eroding
liquidity, and strong prospects for bank covenant violations
within the next six months," said Standard & Poor's credit analyst
David Peknay.

The low-speculative-grade rating on this operator of long-term
acute care hospitals reflects LifeCare's narrow focus in a
competitive business, substantial reimbursement risk, weak cash
flow protection measures, and high debt levels.

Despite favorable demographics that, in theory, should benefit
LifeCare, Medicare's apparent unfavorable sentiment regarding the
rates it pays LTACHs is a large concern.

Based on Standard & Poor's earnings expectations, the company's
leverage will increase from its present level of 6.10x to above
its 6.75x maximum debt leverage covenant within the next two
quarters.

In addition, prospects for profit improvement appear limited, as
cost-saving initiatives will have to overcome both the lack of a
Medicare market basket increase in 2007 and normal inflationary
increases in expenses.


MERRILL LYNCH: S&P Holds Low-B Ratings on Six Cert Classes
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from
Merrill Lynch Mortgage Trust 2003-KEY1.

Concurrently, ratings are affirmed on the remaining 21 classes
from the same transaction.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.
The affirmations on the raked certificates follow Standard &
Poor's analysis of the collateral property securing the 77 West
Wacker Drive loan.

As of the Nov. 13, 2006, remittance report, the collateral pool
consisted of 78 loans with an aggregate trust balance of
$1.047 billion, compared with 79 loans totaling $1.077 billion at
issuance.

The master servicer, KeyBank Real Estate Capital, reported
primarily full-year 2005 financial information for 100% of the
pool, excluding the loans for defeased collateral.  Based on this
information, Standard & Poor's calculated a weighted average debt
service coverage of 1.97x, up from 1.89x at issuance.  All of the
loans in the pool are current, and none are with the special
servicer.  To date, the trust has not experienced any losses.

The top 10 loans have an aggregate outstanding balance of
$630.5 million and a weighted average DSC of 2.27x, up from 1.87x
at issuance.  This calculation excludes the eighth-largest loan,
which is secured by a leasehold interest in a cooperative in
Manhattan.  Standard & Poor's reviewed property inspections
provided by the master servicer for all of the assets underlying
the top 10 loans, and all of the properties were characterized as
"good."

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

These are the details of these loans:

   -- The largest exposure in the pool, the 77 West Wacker Drive
      loan, is encumbered by a $143.2 million class A note and a
      $20.7 million junior participation.

      The junior participation provides 100% of the cash flow to
      the raked certificates noted with a "WW" prefix.  The loan
      is secured by the fee interest in a 944,556-sq.-ft. office
      property in Chicago.  Occupancy at the property was 69% as
      of Sept. 30, 2006, down from 93% at year-end 2005.

      The loan is on the watchlist because the former largest
      tenant, RR Donnelley & Sons Co., terminated its lease
      before its May 2007 expiration date.  RR Donnelley paid a
      $2.9 million lease termination fee, which KeyBank has
      deposited in the rollover reserve account.  The property
      reported a year-end 2005 DSC of 2.63x. Standard & Poor's
      analysis used a stabilized value that considered various
      current market conditions for this asset.

   -- The second-largest exposure in the pool, the Solomon Pond
      Mall loan, has a loan balance of $113.5 million (11%).  The
      loan is secured by 427,439 sq. ft. of a 911,959-sq.-ft.
      regional mall in Marlborough, Mass.  The manager of the
      property is Simon Property Group Inc.  For the six months
      ended June 30, 2006, the DSC was 2.88x.  Standard & Poor's
      adjusted net cash flow is up 5% from its level at issuance.

   -- The third-largest exposure in the pool, the Miami
      International Mall loan, has a loan balance of $97.4
      million  (3%).  The loan is secured by a fee interest in
      292,509 sq. ft. of a 1.1 million-sq.-ft. regional mall in
      Miami.  Occupancy at the collateral property was 80% as of
      June 30, 2006.  Standard & Poor's adjusted NCF is 4% above
      its level at issuance.

   -- The 10th-largest exposure in the pool, the Mall at
      Fairfield Commons loan, has a trust balance of
      $27.3 million and a whole-loan balance of $109.4 million.
      An $82 million pari passu portion that is not included in
      the trust serves as collateral for another transaction.
      The loan is secured by 856,780 sq. ft. of a
      1 million-sq.-ft. enclosed regional mall built in 1993 in
      Beavercreek, Ohio.  Occupancy was 100% as of year-end 2005.
      Standard & Poor's adjusted NCF is similar to its level at
     issuance.

In addition to the 77 West Wacker Drive loan, seven other loans
totaling $96.2 million are on the watchlist.

The Circa Capital portfolio is the fifth-largest exposure in the
pool, with an outstanding loan balance of $42.7 million.

This loan is composed of two cross-collateralized and cross-
defaulted loans.  Each loan is secured by three Holiday Inn
lodging properties in various states.  The Circa Capital East
loan appears on the watchlist because the collateral properties
reported a combined year-end 2005 DSC of 1x.

Anchor Bay is the sixth-largest loan in the pool, with an
outstanding balance of $40.6 million, and is secured by a
1,384-pad manufactured housing property in Fair Haven, Michigan.
This loan is on the watchlist because the collateral property
reported a DSC of 1.14x for the six months ended June 30, 2006,
down from a year-end 2005 DSC of 1.54x.  The decline in DSC is
primarily attributable to the fact that the interest-only period
of the loan has ended.

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

                          Ratings Raised

               Merrill Lynch Mortgage Trust 2003-KEY1
Commercial Mortgage Pass-Through Certificates Series 2003-Key1

                             Rating
                             -------

        Class     To       From   Credit enhancement (%)
        -----     --       ----   ----------------------
        B         AA+      AA             11.57
        C         AA       AA-            10.03
        D         A+       A              7.59

                        Ratings Affirmed

              Merrill Lynch Mortgage Trust 2003-KEY1
Commercial Mortgage Pass-Through Certificates Series 2003-Key1

          Class    Rating       Credit enhancement (%)
          -----    ------       ----------------------
          A-1      AAA                  14.92
          A-1A     AAA                  14.92
          A-2      AAA                  14.92
          A-3      AAA                  14.92
          A-4      AAA                  14.92
          E        A-                    6.56
          F        BBB+                  5.40
          G        BBB                   4.63
          H        BBB-                  3.60
          J        BB+                   3.09
          K        BB                    2.57
          L        BB-                   2.19
          M        B+                    1.54
          N        B                     1.29
          P        B-                    1.16
          XC      AAA                    N/A
          XP      AAA                    N/A

N/A-Not applicable.

                        Ratings Affirmed

                  Merrill Lynch Mortgage Trust
  Commercial Mortgage Pass-Through Certificates Series 2003-KEY1

          Class     Rating       Credit enhancement (%)
          -----     ------       ----------------------
          WW-1      BBB+                 N/A
          WW-2      BBB                  N/A
          WW-3      BBB-                 N/A
          WW-X      BBB+                 N/A

N/A-Not applicable.


MORGAN STANLEY: Fitch Holds Junk Rating on 3 Certificate Classes
----------------------------------------------------------------
Fitch Ratings upgrades the rating on Morgan Stanley Capital 1
Inc., commercial mortgage pass-through certificates, series 1999-
FNV1 as:

    -- $20.5 million class G to 'A-' from 'BBB+.

Fitch also affirms the ratings on these classes:

    -- $333.3 million class A-2 at 'AAA';
    -- Interest-only class X at 'AAA';
    -- $33.2 million class B at 'AAA';
    -- $26.9 million class C at 'AAA';
    -- $12.6 million class D at 'AAA';
    -- $30 million class E at 'AAA';
    -- $14.2 million class F at 'AA+';
    -- $7.9 million class H to 'BBB';
    -- $9.5 million class J at 'BB-';
    -- $7.9 million class K at 'B'.

Fitch maintains the ratings of these classes:

    -- $6.3 million class L at 'CCC/DR3';
    -- $6.3 million class M at 'C/DR6';
    -- $785,000 class N at 'C/DR6'.

The balance of class O has been reduced to zero by realized
losses.  Realized losses total $14.8 million to date.  Class A-1
paid in full.

The upgrades reflect increased credit enhancement due to paydown
and additional defeasance (4%) since the last Fitch rating action.
Thirty-two loans (22.3%) have fully defeased since issuance.  As
of the November 2006 distribution date, the pool's aggregate
certificate balance has been reduced 19.4% to $509.5 million from
$632.1 million at issuance.

Currently, two assets (3.3%) are in special servicing.  The
largest specially serviced asset (1.6%) is a retail center located
in Sevierville, Tennessee, and is currently real-estate owned
(REO).  The special servicer continues with leasing efforts at the
mall before placing it on the market for sale.

The second specially serviced asset (1.7%) is secured by an
industrial property located in San Jose, CA and is REO.  The major
tenant filed for bankruptcy and vacated the property in August
2006.  The property is currently 11% occupied.  The special
servicer is in the process of obtaining a broker to market the
property for sale.  Based on the most recent appraisal value,
significant losses are expected upon liquidation.

Fitch projected losses on the specially serviced assets are
expected to deplete classes M and N.


MORGAN STANLEY: Fitch Holds Low-B Ratings on Six Cert Classes
-------------------------------------------------------------
Fitch upgrades the ratings on Morgan Stanley Dean Witter Capital
Inc. commercial mortgage pass-through certificates, series 2003-
TOP9:

    -- $32.3 million class B to 'AAA' from 'AA';
    -- $35.0 million class C to 'AA-' from 'A';
    -- $12.1 million class D to 'A' from 'A-'.

Fitch affirms the ratings on these classes:

    -- $227.4 million class A-1 at 'AAA';
    -- $610.8 million class A-2 at 'AAA';
    -- Interest-only (I/O) classes X-1 and X-2 at 'AAA';
    -- $14.8 million class E at 'BBB+';
    -- $6.7 million class F at 'BBB';
    -- $5.4 million class G at 'BBB-';
    -- $10.8 million class H at 'BB+';
    -- $4.0 million class J at 'BB';
    -- $5.4 million class K at 'BB-';
    -- $5.4 million class L at 'B+';
    -- $2.7 million class M at 'B';
    -- $2.7 million class N at 'B-'.

Fitch does not rate the $10.8 million class O.

The upgrades are due to defeasance, stable pool performance and
scheduled amortization.  As of the November 2006 distribution
date, the pool's aggregate principal balance has decreased 8.5% to
$986.5 million from $1.08 billion at issuance.

Currently, one asset (0.4% of the pool) is in special servicing.
The REO asset is a 104,184 sf industrial/warehouse property
located in Yakima, Washington.  The special servicer is actively
marketing the property through a broker.  Fitch expects losses on
the asset which will minimally reduce the principal balance of the
non-rated class O.

The six credit assessed loans (28.4% of the pool) remain
investment grade.  Fitch reviewed operating statement analysis
reports and other performance information provided by Wells Fargo,
the master servicer.  The Fitch stressed debt service coverage
ratio for the loans is calculated based on a Fitch adjusted net
cash flow and a stressed debt service based on the current loan
balance and a hypothetical mortgage constant.

1290 Avenue of the Americas (7.1%) %) is secured by a 43-story
class A office building totaling 2 million sf, located in midtown
Manhattan, New York.  The whole loan was divided into four pari
passu notes and a subordinate B-note.  Only the $70.0 million A-1
note serves as collateral in the subject transaction.  As of year
end 2005, the Fitch stressed DSCR increased to 1.59 times (x) from
1.46x at issuance.  Occupancy as of April 2006 is 97.9% compared
to 98.7% at issuance.

Oakbrook Center (6.7%) is secured by the fee interest in 942,039
square feet of owned retail space, 240,223 sf of office space in
three buildings, and the ground leases for a 172-room Renaissance
Hotel, Nordstrom, Neiman Marcus, and a Bloomingdale's Home Store
in Oak Brook, Illinois.  The whole loan as of November 2006 has an
outstanding principal balance of $225.4 million and is divided
into four pari passu notes.  Only the $66.7 million A-1 note
serves as collateral in the subject transaction.  The Fitch
stressed DSCR as of YE 2005 was 1.81x compared to 1.49x at
issuance.

The remaining four credit assessed loans, 601 New Jersey Avenue
(4.4%), Inland Portfolio (4.2%), 10 G Street, NE (4.1%), and Parc
East Tower (1.9%), have remained stable since issuance.


MORTGAGE ASSET: Fitch Holds Low-B Ratings on 2 Certificate Classes
------------------------------------------------------------------
Fitch Ratings has affirmed the ratings on these Mortgage Asset
Securitization Transactions, Inc. mortgage pass-through
certificates:

Series 2003-12

    -- Class A affirmed at 'AAA'.

Series 2004-5

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AA';
    -- Class B-2 affirmed at 'A';
    -- Class B-3 affirmed at 'BBB';
    -- Class B-4 affirmed at 'BB';
    -- Class B-5 affirmed at 'B'.

The affirmations, affecting approximately $592 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  In addition, both of the
above transactions have experienced growth in credit enhancement
of 1.4 times (x) the original CE and have not suffered any losses
to date.

The collateral for the above transactions consists of
conventional, fully amortizing, jumbo-prime, 10-year to 30-year
fixed-rate mortgage loans secured by first liens on one- to four-
family residential properties.  The loans were acquired by UBS
from various originators and are master serviced by Wells Fargo
Bank Minnesota, N.A., which is rated 'RMS1' by Fitch.

As of the October 2006 distribution date, the pool factor (i.e.,
current mortgage loans outstanding as a percentage of the initial
pool) for series 2003-12 is 68% and series 2004-5 is 66%.  In
addition, series 2003-12 is seasoned 34 months and series 2004-5
is seasoned 30 months.


MWAM CBO: Moody's Puts Ba2-Rated Notes on Watch for Downgrade
-------------------------------------------------------------
Moody's Investors Service placed this class of notes issued by
MWAM CBO 2001-1, a collateralized debt obligation issuer, on watch
for possible downgrade:

   -- The $21,875,000 Million Class B Floating Rate Notes Due
      January 30, 2031

      Prior Rating: Ba2
      Current Rating: Ba2, on watch for possible downgrade

The rating actions are the result of deterioration in the credit
quality of the transaction's underlying collateral pool as well as
the occurrence of asset defaults and par loss, according to
Moody's.


NORTHWEST PARKWAY: Fitch Junks Rating on $420-Mil. Sr. Bonds
------------------------------------------------------------
Fitch Ratings downgraded the Northwest Parkway Public Highway
Authority, CO's $420.4 million in outstanding senior revenue
bonds, series 2001A, 2001B and 2001C to 'CCC+' from 'BB-'.

The Rating Outlook is Negative.

A 'CCC' category rating means that default is a real possibility
and capacity for meeting financial commitments is solely reliant
upon sustained, favorable business or economic conditions.  Fitch
expects Northwest Parkway's resources provide about three to four
years before it encounters debt service payment problems on the
senior revenue bonds.

The senior revenue bonds are insured by Ambac Assurance
Corporation and Financial Security Assurance, Inc.  Fitch does not
rate the $52.5 million in outstanding first tier subordinate
revenue bonds.

Fitch's downgrade to 'CCC+' and Negative Outlook reflect an
increasingly constrained financial environment where, despite
growing traffic levels and the Jan 1, 2006 main line toll
increase, toll revenues remain insufficient to pay the escalating
debt service profile.

As a result, Northwest Parkway is drawing down its internal
liquidity to meet its obligations.  Fitch's rating also recognizes
Northwest Parkway's demonstrated base level of traffic demand and
a moderate level of economic rate making ability that combined
with available internal liquidity provides the authority with some
time before it encounters debt service payment problems on the
senior revenue bonds.  Potential resistance to toll increases
remains a risk.

Although Northwest Parkway is evaluating a leasing strategy that
would involve a payment from a concessionaire that would be used
in part to repay the outstanding bonds, this is not factored into
Fitch's rating on the outstanding bonds given this repayment is
not currently part of the bonds' legal security and is subject to
successful negotiation and execution of a concession arrangement
that meets the mutual needs of the authority and a concessionaire.

While traffic and revenue continue to exhibit strong growth, the
gap between actual toll revenues and the 2001 forecast developed
at the time the bonds were sold is also widening.  Toll revenues
equaled 67% of forecast in 2004 and while increasing by 33% in
2005 to $5.6 million represented 54% of the 2001 estimate.
Although the authority raised the main line toll rate this year to
$2.00 from $1.75, an increasing share of traffic is using the
Sheridan Interchange where the toll is set at the lower rate of
50 cents.  This has muted the effects of the rate adjustment.
Therefore, based on year to date data through Oct. 2006, an
expected 17% increase in toll revenues to $6.6 million for the
full year primarily reflects underlying traffic growth and
represents 38% of Northwest Parkway's forecast.

Fitch estimates that traffic and toll revenues will be about
25-30% of the 2001 forecast through the near term.  Internal
liquidity at the start of 2007 consisting of about $12 million in
remaining and uncommitted construction funds, $36.2 million in the
senior debt service reserve fund and $5.1 million in the first
tier subordinate bonds debt service reserve fund provide an offset
to lower than projected traffic and revenue and are expected to be
tapped to pay debt service in the near term.

Given expected traffic and revenue growth and available internal
liquidity, Fitch estimates the authority's resources will not be
sufficient to meet senior debt service obligations beyond 2009-
2010, while the first tier bonds would encounter payment problems
as early as 2008-2009.  Debt service payment problems may be
deferred with higher levels of traffic growth and the authority's
need to raise tolls to meet the rate covenant requirement where
net revenues provide at least 1.3x senior debt service and 1.15x
debt service due on senior and first tier subordinate bonds.

Nevertheless, the 53% increase in debt service expenses next year
poses a significant financial challenge given current toll revenue
levels and will likely require the authority to draw down most of
the remaining construction funds to meet this obligation.

At present, the authority has identified 11 firms to submit
proposals for a long term lease of the Northwest Parkway.  In
exchange for the winning concessionaire's payment that would be
used in part to repay the outstanding bonds, the concessionaire is
expected to have the right to operate, maintain, set rates and
collect toll revenues on the Northwest Parkway for a period of at
least 50 years based on the parameters negotiated under a
concession agreement between the authority and the concessionaire.

Fitch notes that although the Northwest Parkway is experiencing
significant near term financial challenges, the number of bidders
recognizes the potential growing long term economic value of the
toll road.  Northwest Parkway expects to identify a preferred a
bidder in Feb. 2007 and complete negotiations and close the
transaction by May 2007.

The senior bonds are secured by toll revenues after payment of
operations and maintenance expenses.  The Northwest Parkway is a
westward extension of the Denver region's beltway and consists of
the two-mile Interlocken Loop between State Highway 128 and Tape
Drive and a nine-mile limited access toll road between Tape Drive
and I-25 with a connection to E-470.

Northwest Parkway, which is a subdivision of the State of Colorado
as authorized by the public highway authority law and was
established in 1999 by the City and County of Broomfield, Weld
County, and the City of Lafayette, is responsible for the
financing, design, construction, and operation of the Northwest
Parkway.


NVIDIA CORP: Shareholders File Derivative Lawsuit
-------------------------------------------------
Keller Rohrback L.L.P. disclosed that a shareholder derivative
complaint has been filed in the United States District Court,
Northern District of California, on behalf of nominal defendant
Nvidia Corp. (Nasdaq:NVDA) and against certain past and present
executive officers and directors of Nvidia.

On Aug. 10, 2006, Nvidia disclosed that its Audit Committee, with
the assistance of outside legal counsel, commenced a voluntary
review of the Company's stock option grant practices from its
initial public offering in 1999 through the current fiscal year
2006, that ended January 29, 2006.  On Sept. 11, 2006, Nvidia
reported that the Securities and Exchange Commission requested
that the Company provide them with certain information relating to
its historical stock option practices.  On Nov. 1, 2006, the
Company disclosed that it expects to restate its previously issued
financial statements for certain periods to correct errors related
to accounting for stock-based compensation expense, but estimates
that the net impact of the restatement will be combined non-cash
charges of less than $150 million.

Keller Rohrback's investigation focuses on the extent that the
Company's stock option grant dates and exercise prices of stock
options were manipulated by Nvidia's executive officers and
directors in order to boost their value to those who received
them.  Specifically, Keller Rohrback is looking at whether
potential defendants have breached their fiduciary duties and
colluded with one another to:

   (1) improperly backdate grants of Nvidia's stock options to
       various executive officers and directors in violation of
       the Company's shareholder-approved stock option plans;

   (2) improperly record and account for the backdated stock
       options in violation of GAAP;

   (3) improperly take tax deductions based on the backdated stock
       options in violation of the Tax Code; and

   (4) produce and disseminate to the Company's shareholders false
       financial statements and other SEC filings that improperly
       recorded and accounted for the backdated option grants
       thereby concealing the improper backdating of stock
       options.

For information concerning shareholder derivative claims being
investigated, contact paralegal Jennifer Tuato'o or Elizabeth
Leland, Esq., Cari Campen Laufenberg, Esq., Lynn Sarko, Esq. or
Gary Gotto at toll-free 1-800-776-6044.

Keller Rohrback L.L.P. is a law firm headquartered in Seattle that
has successfully represented shareholders and consumers in class
action cases for over two decades.

                       About nVidia Corp.

Headquartered in Santa Clara, California, NVIDIA Corporation
(Nasdaq: NVDA) -- http://www.nvidia.com/-- creates innovative,
industry-changing products for computing, consumer electronics,
and mobile devices.  The NVIDIA(R) graphics processing unit and
media and communications processor brands include NVIDIA
GeForce(R), NVIDIA GoForce(R), NVIDIA Quadro(R), and NVIDIA
nForce(R).  These product families are transforming visually-rich
applications such as video games, film production, broadcasting,
industrial design, space exploration, and medical imaging.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 17, 2006,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit on Santa Clara, California-based Nvidia Corp. on
CreditWatch with negative implications following the Company's
announcement that it will be unable to file its July 2006 10-Q
financial statements by the extended deadline of Sept. 13, 2006.


NVF CO: Committee Wants Flaster/Greenberg as Conflicts Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of NVF Company and
its debtor-affiliates asks the U.S. Bankruptcy Court for the
District of Delaware for permission to retain Flaster/Greenberg
P.C. as its special conflicts counsel, nunc pro tunc to
Oct. 6, 2006.

Flaster/Greenberg will work on a contested matter in connection
with the Debtors' use of proceeds from the sale of their
Wilmington property in which the proceeds constitute cash
collateral of New Castle County.

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 shareholder at the Firm, will bill at
$325 per hour for this engagement.  Also rendering her services,
Maris J. Finnegan, Esq., will bill at $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 at:

     William J. Burnett, Esq.
     Flaster/Greenberg P.C.
     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.


NVF COMPANY: Wants Richardson Properties' Employment Extended
-------------------------------------------------------------
NVF Company and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for permission to further
extend their employment of Richardson Properties Corporation as
real estate broker for an additional six months; through and
including May 21, 2007.

The Debtors also request the Court to further extend Richardson's
engagement for consecutive three-month terms beyond May 21, 2007,
without further Court order, upon the written agreement of
Richardson, the Debtors, and the Committee.

The Debtors want the Firm to continue to market its Kennett Square
Facility, its remaining facility in Kennett Square, Pennsylvania.

Due to an unexpected five-month delay in the start of Richardson's
marketing efforts, Richardson and the Debtors have been unable to
fully realize the Firm's engagement objectives.

Richardson Properties will continue to develop and execute a
marketing program for the Kennett Square Facility, including:

   a. listing the property in the commercial real estate database
      and the internet;

   b. working with the necessary authorities to discuss re-zoning
      of the property; and

   c. contacting and negotiating with potential purchasers on
      behalf of the Debtors.

The firm will be compensated through:

     a) sale as industrial facility

        -- The Firm will get 5% of the selling price and would
           apply to the sale of all parcels.

     b) sale of main parcel for residential development

        -- The Firm will get 6% of the selling price on the main
           parcel, and 5% of the selling price on the other two
           parcels, if sold separately.

Additionally, the firm will shoulder all marketing expenses and
will not be reimbursed.

To the best of the Debtors' knowledge the firm does not hold any
interest adverse to the Debtors' estates or creditors.

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: Challenges Termination Fees Sought by PBGC
------------------------------------------------------
Oneida Ltd. has challenged a new federal law that requires it to
pay millions of dollars in termination fees to the Pension Benefit
Guaranty Corp.

The Company argues that the agency's fees were part of PBGC's pre-
bankruptcy claims and were, therefore, dismissed under its
approved reorganization plan, Patrick Fitzgerald of Dow Jones
Newswire reports.

As reported in the Troubled Company Reporter on May 15, 2006,
Onedia Ltd. and its debtor-affiliates entered into a settlement
agreement with the Official Committee of Unsecured Creditors and
the Pension Benefit Guaranty Corporation.

The Debtors said that although all of the legal and factual
requirements for termination of the Pension Plans are satisfied,
litigation involving the Pension Termination Motion is potentially
costly and time consuming; and its outcome uncertain.

The Debtors believed that by entering into the Settlement
Agreement, they would be able to eliminate the possibility of a
protracted litigation with the Committee or the PBGC that could
delay, or ultimately even prevent, the confirmation of their Plan
of Reorganization.

                    The Oneida Retirement Plan

The PBGC said that it has assumed responsibility in September 2006
for the pensions of nearly 1,900 workers and retirees of Oneida
Ltd. and that the court has ruled that Oneida and each of its
eight bankrupt affiliates satisfy the legal test for terminating
the plan.  The PBGC has also determined that the company met all
criteria under federal law to transfer the plan's liabilities to
the pension insurance program.

The Retirement Plan for Employees of Oneida Ltd. ended on
May 31, 2006, the PBGC said.  The plan is 31% funded, with
$21.6 million in assets to cover $72 million in promised benefits.
The PBGC estimated that it would be responsible for $48.3 million
of the $50.4 million shortfall.  Oneida's two other pension plans,
the Buffalo China Salaried Plan and the Buffalo China Union Plan,
will remain ongoing under the company's sponsorship.

Workers covered by the Retirement Plan for employees of Oneida
Ltd. will receive their pension benefits from the PBGC, up to the
limits set by law.  Retirees will continue to receive monthly
benefit checks and other workers will receive their pensions when
eligible to retire.

                            About PBGC

The Pension Benefit Guaranty Corporation -- http://www.pbgc.gov/
-- is a federal corporation created under the Employee Retirement
Income Security Act of 1974.  It currently guarantees payment of
basic pension benefits earned by 44 million American workers and
retirees participating in over 30,000 private-sector defined
benefit pension plans.  The agency receives no funds from general
tax revenues.  Operations are financed largely by insurance
premiums paid by companies that sponsor pension plans and by
investment returns.

                        About Oneida Ltd.

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.


ORIUS CORP: Court Confirms 2nd Amended Joint Plan of Liquidation
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois in
Chicago confirmed last week Orius Corp. and its debtor-affiliates'
Second Amended Joint Plan of Liquidation.

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

Under the Modified Plan, a Liquidation Trust will be created to
liquidate and distribute assets.

                        Treatment of Claims

Holders of Allowed Administrative Claim will be paid in full in
cash without interest.  The remaining unpaid Allowed
Administrative Claim for professionals on the effective date will
not exceed the carve-out for professionals as stated in the cash
collateral order.

Holders of Allowed Priority Tax Claims and Priority Claims will
receive cash or other treatment as agreed between the Debtors and
the holder of claim.

Holders of Class 1 Lender Secured Claims will received their pro
rata share of Excess Cash and the net proceeds available for
distribution from time to time from all Trust Assets, except funds
for distribution pursuant to Article 2 of the Debtors' Plan.
Distribution to this class will be made to Deutsche Bank Trust
Company Americas, as agent for lenders under the Credit Agreement,
pursuant to the intercreditor priorities set forth in the Credit
Agreement.

Excess Cash refers to the Debtors' cash on the Effective Date, net
of an amount, to be determined by the Debtors, with the express
written consent of Deutsche Bank, as agent, equal to:

   (a) the amount to be reserved on the Effective Date for
       payment of Administrative Claims, Priority Claims, and
       Priority Tax Claims,

   (b) the amount to be deposited on the Effective Date in the
       Operating Reserve, and

   (c) $75,000 to be paid to the Liquidation Trust for
       Distribution to Holders of Allowed Class 3 Claims pursuant
       to Section 4.4 of the Debtors' Plan.

Holders of Class 2 Miscellaneous Secured Claims will receive the
property securing the claim or other treatment agreed between the
Debtors and the holder of claim.

Holders of Class 3 General Unsecured Claims will receive, from
time to time, available for distribution in accordance with the
Debtors' Plan and the Trust Agreement and after making the
payments required by the Plan's Sections 2.2(b)(ii) and 8.3(iv),
their pro rata share of:

   (a) $75,000;

   (b) the first $250,000 of aggregate Net Proceeds from
       Avoidance Actions;

   (c) 50% of aggregate Net Proceeds between $250,000 and
       $550,000 from Avoidance Actions;

   (d) 20% of aggregate Net Proceeds in excess of $550,000 from
       Avoidance Actions;

   (e) 10% of aggregate Net Proceeds from Miscellaneous Causes of
       Action;

   (f) 50% of aggregate Net Proceeds from Miscellaneous
       Accounts Receivable, and

   (g) 7.5% of aggregate Net Proceeds in excess of $3,500,000 from
       the Santa Rosa Litigation.

The Santa Rosa Litigation means all causes of action of Copenhagen
Utilities and Construction Inc. against the City of Santa Rosa,
including Case No. FCS026324 pending in the Superior Court of the
State of California in and for the County of Solano.

Holders of Class 4 Lender Deficiency Claims will receive, from
time to time available for distribution in accordance with the
Debtors' Plan and the Trust Agreement, their pro rata share of:

   (a) 50% of aggregate Net Proceeds between $250,000 and
       $550,000 from Avoidance Actions; and

   (b) 80% of aggregate Net Proceeds in excess of $550,000 from
       Avoidance Actions.

Holders of Class 5 Intercompany Claims, Class 6 Subsidiary Debtor
Interests, and Class 7 Orius Interests will not receive anything
under the Debtors' Plan.

A full-text copy of the restated amendment to the Debtors' Second
Amended Joint Plan of Liquidation is available for a fee at:

http://www.researcharchives.com/bin/download?id=061119214318

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

http://www.researcharchives.com/bin/download?id=061119214451

Headquartered in Barrington, Illinois, Orius Corp. --
http://www.oriuscorp.com/-- is a nationwide provider of
construction, deployment and maintenance services to customers
operating within the telecommunications; broadband; gas and
electric utilities; and government industries.  The Company and
its affiliates filed for chapter 11 protection on Dec. 12, 2005
(Bankr. N.D. Ill. Case No. 05-63876).  Aaron C. Smith, Esq., and
Folarin S. Dosunmu, Esq., at Lord, Bissell & Brook LLP represent
the Debtors in their restructuring efforts.  Aaron L. Hammer,
Esq., Joji Takada, Esq., Thomas R. Fawkes, Esq., at Freeborn &
Peters 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 between $50 million to
$100 million.


PENNANT CBO: Moody's Affirms Ca Rating on $15-Mil. Class D Notes
----------------------------------------------------------------
Moody's Investors Service confirmed and removed from watch for
possible downgrade the ratings on the notes issued in 1999 by
Pennant CBO Limited, a collateralized bond obligation issuer:

   -- The  $156,000,000 Million Class A Floating Rate Notes due
      2011

      -- Prior Rating: Aa1, on watch for possible downgrade
      -- Current Rating: Aa1

   -- The $20,000,000 Million Class B Floating Rate Notes due
      2011

      -- Prior Rating: Baa3, on watch for possible downgrade
      -- Current Rating: Baa3

   -- The $6,500,000 Million Class C-1 Floating Rate Notes due
      2011

      -- Prior Rating: B2, on watch for possible downgrade
      -- Current Rating: B2

   -- The $5,000,000 Million Class C-2 Floating Rate Notes due
      2011

      -- Prior Rating: B2, on watch for possible downgrade
      -- Current Rating: B2

   -- The $15,000,000 Million Class D Floating Rate Notes due
      2011

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

According to Moody's, the ratings are being confirmed due to
material improvement in the principal coverage due to the
delevering of the notes.  As reported in the Oct. 2006 trustee
report versus the levels at time the notes were placed on watch
for downgrade, the Class A Par Value Test was 179.39% versus
156.12%, the Class B Par Value Test was 133.86% versus 124.58% and
the Class C Par Value Test was 116.82% versus 111.62%.


PERFORMANCE TRANSPORTATION: Court OKs Yucaipa DIP Loan Stipulation
------------------------------------------------------------------
Judge Michael Kaplan of the U.S. Bankruptcy Court for the Western
District of New York approves in its entirety, on a permanent and
final basis, a stipulation governing Performance Transportation
Services, Inc., and its debtor-affiliates' $7,000,000 postpetition
financing agreement with Yucaipa American Alliance Fund I, LP, and
Yucaipa American Alliance (Parallel) Fund I, LP.

The Court approves the Debtors' request for a $7,000,000 DIP
Facility with Yucaipa subject to the terms, conditions,
restrictions and limitations of the Junior DIP Facility
Stipulation.

Judge Kaplan overrules the Official Committee of Unsecured
Creditors' objection to the Debtors' request and to the
Stipulation.

Subject to the terms of the Stipulation:

   * the Court also approves the Junior DIP Liens and Junior DIP
     Superpriority Claim granted to the Secured Parties;

   * the Junior DIP Superpriority Claim will be payable from and
     have recourse to all of the Debtors' property and all of the
     property's proceeds, including the Lenders' Avoidance Action
     Proceeds and the Estate Avoidance Action Proceeds.

The Order and the Stipulation will be binding on all parties-in-
interest in the Debtors' Chapter 11 cases, including the Chapter
7 or Chapter 11 trustee appointed or elected for the Debtors'
estates.  The Junior DIP Secured Parties will, however, have no
obligation to extend any financing to any Chapter 7 trustee or
similar responsible person appointed for the Debtors' estates.

A full-text copy of the Order Authorizing Postpetition Financing
and Granting Security Interests and Superpriority Claims is
available for free at http://researcharchives.com/t/s?1558

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PERFORMANCE TRANSPORTATION: Wants Until Feb. 28 to Remove Actions
-----------------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Western District
of New York to extend the period within which they may remove
certain actions to and including the later to occur of:

    (i) Feb. 28, 2007; or

   (ii) 30 days after the entry of an order terminating the
        automatic stay with respect to the particular action
        sought to be removed.

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New York,
says extension of the Removal Period will help the Debtors:

   * to concentrate on negotiations with principal creditor
     constituencies and customers.  The outcome of those
     negotiations is crucial to finalizing the terms of the
     Debtors' business plan and their successful emergence from
     bankruptcy;

   * to make fully informed decisions on the potential removal of
     all Actions;

   * not to forfeit valuable rights under Section 1452 of the
     Judiciary Code.

Mr. Graber notes that the Debtors delivered to the Court their
Joint Plan of Reorganization on Oct. 27, 2006.  The Debtors
amended their Plan on Nov. 10, 2006.

The Debtors have been engaged in productive discussions with their
principal customers regarding concessions to help strengthen their
business operations, Mr. Graber relates.  Until those discussions
are concluded, however, the Debtors' business plan remains subject
to change, he adds.

In addition, the Debtors have not completed a thorough analysis of
the Actions or developed a strategy, as that strategy is largely
dependent on those negotiations and the resulting business plan,
Mr. Graber explains.

Mr. Graber assures the Court that the rights of the Debtors'
adversaries will not be prejudiced by the extension because they
may seek to have their Actions remanded.

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PHELPS DODGE: Inks $25.9 Billion Merger Pact with Freeport-McMoRan
------------------------------------------------------------------
Phelps Dodge Corporation and Freeport-McMoRan Copper & Gold Inc.
have signed a definitive merger agreement under which FCX will
acquire Phelps Dodge for approximately $25.9 billion in cash and
stock, creating the world's largest publicly traded copper
company.

The combined company will be a new industry leader with large,
long-lived, geographically diverse assets and significant proven
and probable reserves of copper, gold, and molybdenum.

The company's increased scale of operations, management depth, and
strengthened cash flow will provide an improved platform to
capitalize on growth opportunities in the global market.

The combined company will be the largest North American-based
mining company.

The company will enjoy an excellent cost position, long reserve
life, a diversified geographic footprint, and an attractive growth
profile.

FCX currently operates the world-class Grasberg mine, located in
Papua, Indonesia, which is the world's largest copper and gold
mine in terms of reserves.

Phelps Dodge has mines in operation or under development in North
and South America, and Africa, including the world-class Tenke
Fungurume development project in the Democratic Republic of the
Congo.

The combined company will represent one of the most geographically
diversified portfolios of operating, expansion and growth projects
in the copper mining industry.

James R. Moffett, chairman of the board of FCX, said: "This
transaction combines two leading mining companies to form a strong
industry leader at a time when we see significant long-term
opportunities in our industry.  FCX has been built through our
exploration and development capabilities, and we will focus on
aggressively pursuing opportunities in the extensive Phelps Dodge
asset portfolio."

Richard C. Adkerson, FCX's president and chief executive officer,
said: "This acquisition is financially compelling for FCX
shareholders, who will benefit from significant cash flow
accretion, lower cost of capital, and improved geographic and
asset diversification.  The new FCX will continue to invest in
future growth opportunities with high rates of return and will
aggressively seek to reduce debt incurred in the acquisition using
the substantial free cash flow generated from the combined
business."

Adkerson continued: "Together, FCX and Phelps Dodge will have the
size, management depth and financial strength to optimize existing
operations and accelerate our growth by aggressively pursuing
promising new development projects, exploration and acquisitions.
We are enthusiastic about the addition of Phelps Dodge's highly
regarded mining team, which will complement our existing
organization, and are delighted to welcome Phelps Dodge's talented
team to the FCX family."

J. Steven Whisler, chairman and chief executive officer of Phelps
Dodge, said: "This transaction provides Phelps Dodge shareholders
a significant premium for their shares and gives them the
opportunity to participate in the upside potential of a
geographically diversified industry leader possessing the scale
and asset quality to compete on the global stage successfully.  I
believe our management team, with its industry-recognized
reputation for operational excellence and technological
innovation, possesses the skills in open pit and underground
mining and mineral processing to add value to FCX's operations.
We look forward to working with FCX to realize all of the benefits
of this combination, and its exciting portfolio of growth and
expansion projects, for our shareholders, customers, employees and
suppliers."

                     Terms of the Transaction

Under the terms of the transaction, FCX will acquire all of the
outstanding common shares of Phelps Dodge for a combination of
cash and common shares of FCX for a total consideration of
$126.46 per Phelps Dodge share, based on the closing price of FCX
stock on Nov. 17, 2006.

Each Phelps Dodge shareholder would receive $88.00 per share in
cash plus 0.67 common shares of FCX.  This represents a premium of
33% to Phelps Dodge's closing price on Nov. 17, 2006, and 29% to
its one-month average price at that date.

The cash portion of $18 billion represents approximately 70% of
the total consideration.  In addition, FCX would deliver a total
of 137 million shares to Phelps Dodge shareholders, resulting in
Phelps Dodge shareholders owning approximately 38% of the combined
company on a fully diluted basis.

The boards of directors of FCX and Phelps Dodge have each
unanimously approved the terms of the agreement and have
recommended that their shareholders approve the transaction.  The
transaction is subject to the approval of the shareholders of FCX
and Phelps Dodge, receipt of regulatory approvals and customary
closing conditions.  The transaction is expected to close at the
end of the first quarter of 2007.

FCX has received financing commitments from JPMorgan and Merrill
Lynch to fund the cash required to complete the transaction.
After giving effect to the transaction, estimated pro forma total
debt at Dec. 31, 2006, would be approximately $17.6 billion, or
approximately $15 billion net of cash.

                Combined Financials and Production

For the 12-month period ending Sept. 30, 2006, the companies had
combined revenues of $16.6 billion, EBITDA (operating income
before depreciation, depletion and amortization) of $7.0 billion,
and operating cash flows of $5.5 billion.

For the year 2006, the combined company's estimated EBITDA would
approximate $7.9 billion and operating cash flows would
approximate $6.5 billion.

On a pro forma basis for 2006, the combined company's production
would approximate 3.7 billion pounds of copper (3.1 billion pounds
net of minority interests), 1.8 million ounces of gold
(1.7 million ounces net of minority interests) and 69 million
pounds of molybdenum.

Combined proven and probable reserves at Dec. 31, 2005, would
approximate 75 billion pounds of copper, 41 million ounces of gold
and 1.9 billion pounds of molybdenum, net of minority interests.

                    Benefits Of The Transaction

   * The combined company is well positioned to benefit from the
     positive copper market at a time when there is a scarcity of
     large-scale copper development projects combined with strong
     global demand for copper.  The combined company's copper
     production growth is expected to be approximately 25% over
     the next three years.

   * The combined company will benefit from long-lived reserves
     totaling 75 billion pounds of copper, 41 million ounces of
     gold and 1.9 billion pounds of molybdenum, net of minority
     interests.

   * The combined company is expected to generate strong cash
     flows, enabling significant debt reduction.  For the year
     2006, the two companies are expected to generate estimated
     combined operating cash flows totaling $6.5 billion.

   * FCX expects the transaction to be immediately accretive to
     FCX's earnings and cash flow.

   * The combined company's project pipeline will support
     industry-leading growth by delivering nearly 1 billion pounds
     of additional copper production capacity over the next three
     years.  Projects include Phelps Dodge's recent commissioning
     of the $850 million expansion of the Cerro Verde mine in
     Peru; the development of the new $550 million Safford mine in
     Arizona; a potential project to extend the life of El Abra
     through sulfide leaching; the exciting Tenke Fungurume
     copper/cobalt project in the Democratic Republic of the
     Congo, which is expected to begin production by 2009; the
     expansion of FCX's DOZ underground mine in Indonesia; and
     other developments of FCX's large-scale, high-grade
     underground ore bodies in the Grasberg district in Indonesia.

   * The combined company is expected to generate strong cash
     flows, enabling significant debt reduction.  For the year
     2006, the two companies are expected to generate estimated
     combined operating cash flows totaling $6.5 billion.

   * FCX expects the transaction to be immediately accretive to
     FCX's earnings and cash flow.

   * The combined company will have significant high potential
     exploration rights in copper regions around the world,
     including FCX's existing prospective acreage in Papua,
     Indonesia, and Phelps Dodge's opportunities at its Tenke
     concession, the U.S. and South America, as well as Phelps
     Dodge's portfolio of exciting exploration targets.  FCX will
     continue its longstanding focus on adding value through
     exploration.

   * The combination of FCX's and Phelps Dodge's proven management
     and best practices in open pit and underground mining will
     facilitate the sharing of expertise to optimize operations
     across the asset base.  Phelps Dodge's unique mining and
     processing technology provides opportunities to be applied to
     optimize metal production at Grasberg.

              Management Team and Board of Directors

James R. Moffett, chairman of FCX, will continue as chairman.
Richard C. Adkerson, chief executive officer of FCX, will serve as
chief executive officer of the combined company.

Upon completion of the transaction, J. Steven Whisler, chairman
and chief executive officer of Phelps Dodge, is expected to retire
after more than 30 years of service to Phelps Dodge.

Timothy R. Snider will be chief operating officer of the combined
company, Ramiro G. Peru will be chief financial officer and
Kathleen L. Quirk will be chief investment officer.

Mark J. Johnson will continue as chief operating officer of FCX's
Indonesian operations and Michael J. Arnold will continue in his
executive management role, including serving as chief financial
and administrative officer of FCX's Indonesian operations.

At closing, FCX will add to its board of directors three
independent members from Phelps Dodge's board, increasing the size
of the board to sixteen directors in total.

The parent company will retain the Freeport-McMoRan Copper & Gold
Inc. name and trade on the New York Stock Exchange under the
symbol "FCX."  The Phelps Dodge name will continue to be used in
its existing operations.

The corporate headquarters of the combined company will be located
in Phoenix, Arizona, and FCX will maintain its New Orleans,
Louisiana, office for accounting and administrative functions for
its Indonesian operations.

                         Financial Policy

FCX has an established financial policy of maintaining a strong
financial position and returning excess cash to shareholders
through dividends and share purchases.  The continuation of
positive copper markets would provide substantial cash flows to
enable the combined company to achieve significant near-term debt
reductions.  In addition, FCX intends to consider opportunities
over time to reduce debt further through issuances of equity and
equity-linked securities and possibly through asset sales.  FCX
expects to continue its regular annual common dividend of
$1.25 per share.  FCX is committed to its long-standing tradition
of maximizing value for shareholders.

                       Advisors and Counsel

J.P. Morgan Securities Inc. and Merrill Lynch & Co. are the
financial advisors of FCX.

Davis Polk & Wardwell and Jones, Walker, Waechter, Poitevent,
Carrere & Denegre L.L.P. are the legal counsel of FCX.

Citigroup Corporate and Investment Banking and Morgan Stanley &
Co. Incorporated are the financial advisors of Phelps Dodge.

Debevoise & Plimpton LLP is the legal counsel of Phelps Dodge.

               About Freeport-McMoRan Copper & Gold

Headquartered in New Orleans, Louisiana, Freeport-McMoRan Copper &
Gold Inc. (NYSE: FCX) -- http://www.fcx.com/-- explores for,
develops, mines, and processes ore containing copper, gold, and
silver in Indonesia, and smelts and refines copper concentrates in
Spain and Indonesia.

                        About Phelps Dodge

Phelps Dodge Corporation (NYSE: PD) http://www.phelpsdodge.com/--  
is one of the world's leading producers of copper and molybdenum
and is the largest producer of molybdenum-based chemicals and
continuous-cast copper rod.  The company employs 15,000 people
worldwide.

                           *     *     *

In September 2006, Moody's Investors Service confirmed Phelps
Dodge's Preferred Stock 2 Shelf at (P)Ba1.


POLYMER GROUP: Poor Performance Cues Moody's Negative Outlook
-------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Polymer
Group, Inc. to negative from stable.

The change in outlook reflects the company's performance at levels
which are below Moody's expectations from the time of Moody's
prior review in Nov. 2005.

Specifically, the change in outlook expresses concern regarding
negative cash flow generation, potentially narrow cushions under
financial covenants, weakness in demand in certain segments and
the effect of lags in passing on increases to converters in a
rising raw material price environment, which resulted in
substantive reductions in gross margins in 2006.

Moody's is also concerned that such challenges will be harder to
manage at a time when top management is in transition.

Notwithstanding high financial leverage, weak interest coverage
and weaker than expected cash flow generation in 2006 for the
rating category, the B1 ratings remain supported by PGI's
competitive strengths, multi-year contracts, long-standing
customer relationships and Moody's assessment of overall
enterprise value in relation to debt levels.

The ratings are further supported by the successful completion of
several capital projects, including the expansion of the company's
manufacturing capacity in Suzhou, China and North Carolina, US in
2006 and the potential contribution from these assets in 2007 and
beyond.

The ratings reflect pricing and volume constraints imposed by
intense competition in both nonwovens and oriented polymers from
often larger and financially stronger companies.  The ratings are
further constrained by business requirements for substantial and
ongoing capital expenditures to maintain, improve and expand
manufacturing facilities, as well as weak interest coverage for
the rating category.

Continuing negative or weak cash flow metrics, significant debt-
financed acquisitions and lack of progress toward improved total
leverage metrics could result in a downgrade.

If the company is able to execute on existing investments in
emerging markets thereby improving free cash flow to debt ratios
to about 5% on a sustainable basis, this could stabilize the
ratings outlook.

Meaningful steps toward debt reduction resulting in adjusted debt
to EBITDA ratios below 4x and improved EBIT to interest coverage
above 1.5x could result in improvements in rating outlook or
eventually to an upgrade.

The negative outlook applies to these ratings:

   -- The B1, LGD3, 33% rated $45 million senior secured revolver
      due 2010;

   -- The B1, LGD3, 33% rated $410 million senior secured term
      loan B due 2012;

   -- The B1 Corporate Family Rating;

   -- The B2 Probability of Default Rating;

The outlook for the ratings was changed to negative from stable.

Headquartered in Charlotte, North Carolina, Polymer Group, Inc.,
is a producer of nonwovens and produces and markets engineered
materials.  PGI is a global supplier to leading consumer and
industrial product manufacturers, including Procter & Gamble and
Johnson & Johnson.  Net revenues for the twelve months ended Sept.
30, 2006 were about $1.0 billion.


PORTRAIT CORP: Court Gives Final Consent to Berenson's Employment
-----------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York has issued a final order
allowing Portrait Corporation of America, Inc., and its debtor-
affiliates to employ Berenson & Company, LLC, as their financial
advisor and investment banker.

Judge Hardin ruled, among other things, that the Debtors'
employment of Berenson under the terms of their Amended Engagement
Letter and the Indemnification Agreement is necessary and in
the best interests of the Debtors' estates.

As reported in the Troubled Company Reporter on Sept. 20, 2006,
Berenson & Co will:

    a) review and analyze the Debtors' business operations and
       financial projections;

    b) evaluate the Debtors' potential debt capacity in light of
       their projected cash flows;

    c) assist in the determination of an appropriate capital
       structure for the Debtors;

    d) provide financial advice and assistance to the Debtors in
       developing and obtaining confirmation of a plan of
       reorganization;

    e) advise the Debtors on tactics and strategies for
       negotiating with various groups of the holders of the
       Debtors' bank debt or debt securities or other claims
       against the Debtors;

    f) advise the Debtors on the timing, nature and terms of any
       new securities, other consideration or other inducements to
       be offered to their Creditors in connection with any
       Restructuring Transaction;

    g) assess the possibilities of bringing in new lenders and
       investors to replace, repay or settle with any of the
       creditors;

    h) provide expert testimony and related litigation support
       services customarily provided by financial advisors with
       respect to any litigation that may arise in connection with
       any Restructuring Transaction;

    i) assist in arranging debtor-in-possession financing or a
       Financing Transaction for the Debtors;

    j) advise the Debtors with respect to the structure of any
       "Transaction", participate in any meetings or negotiations
       relating to a Transaction and advise and attend meetings of
       the Debtors' Board of Directors and its committees with
       respect thereto;

    k) assist the Debtors in preparing any documentation required
       in connection with the implementation of any Transaction;

    l) provide testimony in any proceeding before the Bankruptcy
       Court, as necessary, with respect to matters which Berenson
       has been engaged to advise the Debtors; and

    m) provide all other advisory services as customarily in
       connection with the analysis, negotiation and
       implementation of a restructuring transaction similar to
       the Restructuring Transaction and as reasonably requested
       by the Debtors.

The Debtors propose to pay Berenson & Co. a fee of $125,000 per
month plus applicable Sale Transaction, Restructuring Transaction
and Financing Transaction fees, if there are any.

A copy of the engagement agreement outlining the payment terms for
the firm's services is available for free at:

             http://researcharchives.com/t/s?11e6

As part of the overall compensation payable to Berenson under the
terms of the Engagement Letter, the Debtors have agreed to certain
indemnification and contribution obligations as described in an
Indemnification Agreement.  A copy of the Indemnification
Agreement is available for free at:

             http://researcharchives.com/t/s?11e7

The Indemnification Agreement provides that the Debtors will
indemnify and hold harmless Berenson and its affiliates from any
losses, claims, demands, other than for willful misconduct and
gross negligence, which arise out of:

      * actions taken or omitted to be taken by the Debtors or
        actions taken or omitted to be taken by an the firm with
        the Debtors' consent or in conformity with the Debtors'
        actions or omissions; or

      * Berenson's activities on the Debtors' behalf under the
        Engagement Letter.

                     About Portrait Corp

Portrait Corporation of America, Inc. -- http://pcaintl.com/--  
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany and the United Kingdom.  The Company also operates
a modular traveling business providing portrait photography
services in additional retail locations and to church
congregations and other institutions.

Portrait Corporation and its debtor-affiliates filed for Chapter
11 protection on Aug. 31, 2006 (Bankr S.D. N.Y. Case No.
06-22541).  John H. Bae, Esq., at Cadwalader Wickersham & Taft
LLP, represents the Debtors in their restructuring efforts.
Berenson & Company LLC serves as the Debtors' Financial Advisor
and Investment Banker.  Kristopher M. Hansen, Esq., at Stroock &
Stroock & Lavan LLP represents the Official Committee of Unsecured
Creditors.  Peter J. Solomon Company serves as financial advisor
for the Committee.  At June 30, 2006, the Debtor had total assets
of $153,205,000 and liabilities of $372,124,000.


PORTRAIT CORP: Panel Taps Halperin Battaglia as Conflicts Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Portrait
Corporation of America, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
permission to retain Halperin Battaglia Raicht, LLP, as its
conflicts counsel under a general retainer, nunc pro tunc, to Oct.
16, 2006.

Halperin Battaglia will represent the Committee in the event that
its primary counsel, Stroock & Stroock & Lavan LLP, will have
potential or actual conflicts of interest on matters arising in
the Debtors' bankruptcy cases.

The regular hourly rates for Halperin Battaglia's professionals
ranged from $395 to $175 per hour for attorneys, $125 per hour for
law clerks, and $100 to $75 per hour for paraprofessionals.

Alan D. Halperin, Esq., a member at Halperin Battaglia, assures
the Court that his firm does not hold nor represent any interest
adverse to the Debtors' estate and is a "disinterested person"
within the meaning of section 101(14) of the Bankruptcy Code.

Halperin Battaglia can be reached at:

       Halperin Battaglia Raicht, LLP
       Attn: Alan D. Halperin, Esq.
       555 Madison Avenue, 9th Floor
       New York, NY 10022
       Phone: (212) 765-9100

                     About Portrait Corp

Portrait Corporation of America, Inc. -- http://pcaintl.com/--  
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany and the United Kingdom.  The Company also operates
a modular traveling business providing portrait photography
services in additional retail locations and to church
congregations and other institutions.

Portrait Corporation and its debtor-affiliates filed for Chapter
11 protection on Aug. 31, 2006 (Bankr S.D. N.Y. Case No.
06-22541).  John H. Bae, Esq., at Cadwalader Wickersham & Taft
LLP, represents the Debtors in their restructuring efforts.
Berenson & Company LLC serves as the Debtors' Financial Advisor
and Investment Banker.  Kristopher M. Hansen, Esq., at Stroock &
Stroock & Lavan LLP represents the Official Committee of Unsecured
Creditors.  Peter J. Solomon Company serves as financial advisor
for the Committee.  At June 30, 2006, the Debtor had total assets
of $153,205,000 and liabilities of $372,124,000.


RADIATION THERAPY: S&P Downgrades Corp. Credit Rating to BB-
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Fort
Myers, Florida-based Radiation Therapy Services Inc.  The
corporate credit rating was lowered to 'BB-' from 'BB', and the
rating outlook is stable.

"The ratings downgrade reflects the largely debt-financed
$46 million acquisition of MIRO Cancer Centers and Michigan
Comprehensive Cancer Institute (MIRO/MCCI)," explained Standard &
Poor's credit analyst Cheryl Richer.

"While Radiation Therapy's aggressive acquisition strategy has
strengthened its regional positions and provided geographic
expansion, it has also been steadily increasing the company's
leverage."

Adjusted for operating leases, debt to EBITDA was 3.0x for the 12
months ended Sept. 30, 2006.  The seven-center acquisition will
increase leverage to about 3.4x.

Given the company's long-term growth strategy, the rating agency
believe that it will operate with a higher level of debt and
operating leases than Standard & Poor's had previously
anticipated.

The rating on outpatient radiation oncology services provider
Radiation Therapy reflects the competitive and fragmented oncology
market, some geographic concentration, technology risk, and
reimbursement risk.  These risks are somewhat offset by the
essential nature of the company's services and favorable
demographics, its dominant position in the markets it serves, its
early adoption of cutting-edge technologies, and its moderate
financial policies.

The MIRO/MCCI acquisition provides a footprint around the Detroit,
Michigan area.

Radiation Therapy has had strong revenue and profitability growth
over the past several years as a result of organic growth and
facility additions.  Increased utilization has driven up its
operating margin to almost 30%, from 24% in 2002.  Although the
company's aggressive expansion strategy poses financing and
integration challenges, Radiation Therapy has demonstrated an
ability to successfully expand its business while maintaining a
moderate financial profile.  However, leverage adjusted for
operating leases (about $80 million), as measured by debt to
EBITDA, has risen to almost 3.5x as a result of the MIRO/MCCI
acquisition, and may not return to levels commensurate with
the prior rating over the intermediate term.

Unadjusted, the company's target leverage is 2x-2.5x, and the
credit facility permits leverage of up to 3x.

However, operating leases increase leverage by about 1x from
reported figures.  Capital expenditures and acquisitions have
exceeded operating cash flow for the year to date period.  As a
result, debt reduction has not occurred per Standard & Poor's
expectations.


RADNOR HOLDINGS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Radnor Holdings Corporation and its debtor-affiliates delivered to
the U.S. Bankruptcy Court for the District of Delaware their
schedules of assets and liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property                  Unknown
  B. Personal Property              Unknown
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $217,402,699
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding
     Unsecured Nonpriority
     Claims                                        $205,638,958
                                    -------        ------------
     Total                          Unknown        $423,041,657

Although the Debtors have values recorded for assets owned on
their books, they believe that those book values would not
accurately reflect the market value of those properties.  So, the
Debtors listed the value as unknown.

A full-text copy of the Debtors' Schedules Assets and Liabilities
is available for free at http://ResearchArchives.com/t/s?1564

Headquartered in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/ -- manufactures and distributes
a broad line of disposable food service products in the United
States, and specialty chemicals worldwide.  The Debtor and its
affiliates filed for chapter 11 protection on Aug. 21, 2006
(Bankr. D. Del. Case No. 06-10894).  Gregg M. Galardi, Esq., and
Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher,
represent the Debtors.  Donald J. Detweiler, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, serves the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RADNOR HOLDINGS: Panel Wants Stevens & Lee's Work Scope Expanded
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Radnor Holdings
Corporation and its debtor-affiliates asks the Honorable Peter J.
Walsh of the U.S. Bankruptcy Court for the District of Delaware to
expand the retention of Stevens & Lee PC as its special conflicts
counsel, nunc pro tunc to Oct. 30, 2006.

Stevens & Lee will:

   a) participate in the adversary captioned Official Committee
      of Unsecured Creditors of Radnor Holdings Corp., et. al.,
      Plaintiffs v. Tennenbaum Capital Partners, LLC; Special
      Value Expansion Fund, LLC; Special Value Opportunities Fund,
      LLC; and Jose E. Feliciano, as Defendants in the Adversary
      Case No. 06-50909, pending before the Bankruptcy Court to
      address any issues relating to Lehman Brothers Inc.,
      including without limitation, questioning any witnesses
      concerning Lehman Brothers' connections with Tennenbaum
      Capital Partners LLC or its affiliates and Lehman Brothers'
      involvement in the process, which culminated in the proposed
      sale of substantially all of the Debtors' assets to
      Tennenbaum, to the extent necessary; and

   b) represent the Committee in any matter in which Lehman
      Brothers seeks payment of a fee in the Debtors' cases.

As part of the Tennenbaum Trial, the Defendants have designated
the Debtors' prepetition advisor Mark Shapiro of Lehman Brothers
as their potential witness.

Furthermore, Lehman Brothers has filed a limited objection to the
Debtors' retention of Lazard Freres as financial advisor to
replace it in the Debtors' cases, asserting that it has a right to
an administrative claim for services rendered in the sale process.

Lehman Brother's counsel made numerous statements during a hearing
before the Court suggesting that Lehman Brothers does not have a
conflict and suggesting that it was a victim of the Committee's
"litigation tactics."

The Committee disagreed with Lehman Brothers' assertions and
believed that Lehman Brothers does have a conflict barring its
employment in the Debtors' cases.

Furthermore, the Debtors informed the Committee that they were not
pursuing the retention of Lehman Brothers due to concerns raised
by the U.S. Trustee.

The Committee said that they require the representation of Stevens
& Lee because of the many factual disputes.

The current standard hourly rates for principal attorneys and
paralegal expected to represent the Committee are:

     Professional                  Designation       Hourly Rate
     ------------                  -----------       -----------
     Joseph H. Houston, Jr., Esq.  Shareholder           $445
     Thomas G. Whalen, Jr., Esq.   Associate             $280
     Valerie A. Frew               Paralegal             $150
     Stephanie L. Foster           Legal Assistant       $115

Stevens & Lee's other professionals charge:

     Designation                   Hourly Rate
     -----------                   -----------
     Shareholders                  $325 - $650
     Associates                    $180 - $325
     Legal Asst./Paralegals         $95 - $175

Mr. Houston assures the Court that his firm does not hold or
represent any interest adverse to the Debtors' estates.

Headquartered in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactures and distributes
a broad line of disposable food service products in the United
States, and specialty chemicals worldwide.  The Debtor and its
affiliates filed for chapter 11 protection on Aug. 21, 2006
(Bankr. D. Del. Case No. 06-10894).  Gregg M. Galardi, Esq., and
Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher,
represent the Debtors.  Donald J. Detweiler, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, serves the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RAILAMERICA INC: Fortress Merger Cues S&P's Negative Watch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB-' corporate credit rating, on RailAmerica Inc. on
CreditWatch with negative implications.

The rating action comes after the disclosure that RailAmerica has
reached a definitive merger agreement with an affiliate of
Fortress Investment Group LLC.  The total value of the
transaction, including the refinancing of RailAmerica's existing
debt, is approximately $1.1 billion.  Standard & Poor's expects to
withdraw RailAmerica's 'BB' secured bank loan rating upon
completion of the transaction.

"We will likely withdraw our corporate credit rating on
RailAmerica or reevaluate it in conjunction with the transaction,"
said Standard & Poor's credit analyst Lisa Jenkins.

"Should the corporate credit rating remain outstanding, we will
evaluate the post transaction financial profile of the company as
well as the strategic and financial policies of the new owners and
would likely lower the rating if it appears that financial
measures will weaken materially from current levels."


REFCO INC: Wants to Sell FXA'a Customer Lists to Saxo Bank
----------------------------------------------------------
Refco, Inc., and its debtor-affiliates had previously sought, in
June 2006, the U.S. Bankruptcy Court for the Southern District of
New York's permission for Refco F/X Associates, LLC, to sell its
customer lists to GAIN Capital Group, subject to higher and better
offers.

Notwithstanding their efforts, the Debtors and GAIN decided not
to pursue further discussions because they could not agree on
workable terms for a definitive purchase agreement.  The Debtors
withdrew their request in July 2006, and the Court subsequently
approved a mutual settlement agreement and release between FXA
and GAIN terminating a proposed sale term sheet and all of their
obligations.

Richard Levin, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, relates that while FXA and GAIN were attempting to
negotiate a definitive purchase agreement, Saxo Bank A/S, who had
previously expressed an interest in the FXA Customer Lists, re-
emerged as a potential transaction partner.  As the GAIN
transaction was collapsing, FXA and Saxo Bank commenced
negotiations for a sale of the Customer Lists.

Acknowledging that the transaction was only feasible if the
structure was simplified, the Debtors and Saxo Bank entered into
an asset purchase agreement.

The Debtors ask the Court to authorize FXA to sell its Customer
List and Marketing List to Saxo Bank, free and clear of all liens,
claims and encumbrances within the meaning of Section 363 of the
Bankruptcy Code, subject to higher and better offers.

Mr. Levin tells Judge Drain that the Customer List and Marketing
List are "deteriorating assets," given that the one-year
anniversary of commencement of the Debtors' Petition Date has
recently passed.  He adds that FXA ceased opening new accounts or
accepting customer deposits on the Petition Date, and all trading
activity by FXA customers was frozen by July 2006.  "[T]he
Customer List and Marketing List are quickly approaching the
point at which customer information will be stale and of little
value to potential purchasers," Mr. Levin says.

                       Purchase Agreement

The Debtors believe that their Purchase Agreement with Saxo Bank
represents a last chance to salvage value for the benefit of
FXA's estate.

The principal terms of the Purchase Agreement are:

   (1) FXA will sell the Customer and Marketing Lists to Saxo
       for an initial fixed amount of $500,000.

   (2) For each individual that opens an online FX trading
       account with Saxo or one of its affiliates by the second
       anniversary of a closing date, FXA will pay a $100
       activation fee for each additional New Customer Account,
       except for the first 5,000 New Customer Accounts, for
       which Saxo will pay no Activation Fee.

   (3) For each New Customer Account, Saxo will pay FXA an
       annual maintenance fee of 1% of average balance of the
       New Customer Account on the first anniversary of the
       Closing Date, and an additional annual maintenance fee of
       1% of the Average Balance on the second anniversary of
       the Closing Date.

   (4) Saxo will adopt FXA's privacy policy or demonstrate to
       the Court that the policy is consistent with the policy
       as required by Section 363(b)(1)(A).

   (5) The order approving the sale to Saxo or another winning
       bidder will provide that Forex Capital Markets, Ltd., will
       not interfere with the Sale consummation, and will be
       prohibited from soliciting the Debtors' customers in
       violation of FXCM's Facilities Management Agreement with
       Refco Group Ltd., LLC.

   (6) In the event that (i) FXA consummates a sale of the
       Purchased Assets to a party other than Saxo or any of its
       affiliate within one year after entry into the Purchase
       Agreement, and (ii) Saxo is not in default of its
       obligations, Saxo will be entitled to a $15,000 break-up
       fee and expense reimbursement.

                       Bidding Procedures

To properly value certain bids, the Debtors require any person
who desires to make a competing proposal to satisfy all
requirements with respect to proponent, form, and terms of a
competing proposal.  The consideration to the Debtors' estates
under any Proposal must be at least $555,000.  A Qualified
Competing Proposal will be considered only if it exceeds Saxo's
bid by a minimum of:

   * the amount that would be owed if the Debtors were required
     to pay the Break-Up Fee and the Expense Reimbursement; and

   * consideration in an amount not less that $25,000.

If any consideration to be provided is not cash, the Proposal
must include the Qualified Competing Bidders' valuation of that
consideration.

Irrevocable Qualified Competing Proposals containing all material
terms of the proposed were due on Nov. 7, 2006.

                        About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

On Oct. 6, 2006, the Debtors filed their Amended Plan and
Disclosure Statement.  On Oct. 16, 2006, the gave its tentative
approval on the Disclosure Statement and on Oct. 20, 2006, the
Court Clerk entered the written disclosure statement order.

The hearing to consider confirmation of Refco, Inc., and its
debtor-affiliates' plan is set for Dec. 15, 2006.  Objections to
the plan, if any, must be in by Dec. 1, 2006.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).

Refco Commodity Management, Inc., formerly known as CIS
Investments, Inc., a debtor-affiliate of Refco Inc., filed for
chapter 11 protection on Oct. 16, 2006 (Bankr. S.D.N.Y. Case No.
06-12436).  RCMI's exclusive period to file a chapter 11 plan
expires on Feb. 13, 2007.

(Refco Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SAINT VINCENTS: Court Issues Final Order Allowing CIT's Retention
-----------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York approved, on a final basis,
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates' request to employ CIT Capital USA, Inc., as
their real estate advisors.

As reported in the Troubled Company Reporter on Oct. 19, 2006, the
Debtors have commenced a strategic analysis of their real estate
assets, businesses and operations on their Manhattan Campus as
part of their reorganization efforts.

To assist with the design and implementation of the Debtors' plan
of reorganization, CIT Capital will identify and advise on
potential options concerning the Debtors' Manhattan real estates
assets.  Among others, CIT Capital will:

    (a) review and analyze real estate studies performed by or for
        the Debtors;

    (b) review and recommend third-party consultants to complete
        due diligence;

    (c) evaluate the third-party professionals currently engaged
        or consulted to perform due diligence;

    (d) work with the Debtors' staff and architectural,
        engineering and legal teams to identify potential issues
        or considerations relevant to Debtors' options relating to
        the Properties;

    (e) develop an in-depth understanding of the Debtors'
        financial, operational and emergence objectives and
        subsequently, devise scenarios to maximize the value of
        the Properties in connection with those objectives and
        timing requirements;

    (f) prepare an analysis of potential Transaction structures;

    (g) conduct market research and valuation analysis;

    (h) assist the Debtors in narrowing the range of options and
        determining the optional real estate strategy to meet the
        Debtors' goals and which supports the plan of
        reorganization;

    (i) provide project management services;

    (j) work under the sole direction of Mr. Sansone and make
        itself available to consult and report to the Joint Real
        Estate Advisor Committee -- a committee comprised of an
        equal number of the Creditors Committee members and the
        Debtors' representatives who would serve as voting members
        of the search committee for the selection of a real estate
        advisor; and

    (k) provide other services relating to the Properties, as
        requested by the Debtors' management and Board.

Dennis R. Irwin, head of CIT Commercial Real Estate, will lead
the CIT Capital Team.  CIT Commercial Real Estate is a business
unit of parent company CIT Group, Inc.

The Debtors propose to pay CIT Capital monthly and transaction
fees:

    (1) Effective July 5, 2006, the Debtors will pay CIT Capital a
        $75,000 monthly fee, payable in cash for the remainder of
        the term of the Agreement.

    (2) For each property for which a Transaction is consummated,
        CIT will receive a fee equal to:

           * 1.50% of Gross Aggregate Transaction Proceeds up to
             $50,000,000; plus

           * 1.00% of Gross Aggregate Transaction Proceeds in
             excess of $50,000,000 up to $100,000,000; plus

           * 0.75% of Gross Aggregate Transaction Proceeds in
             excess of $100,000,000 up to $150,000,000; plus

           * 0.67% of Gross Aggregate Transaction Proceeds in
             excess of $150,000,000 up to $200,000,000; plus

           * 0.50% of Gross Aggregate Transaction Proceeds in
             excess of $200,000,000 up to $250,000,000; plus

           * 0.40% of Gross Aggregate Transaction Proceeds of more
             than $250,000,000.

CIT Capital will be entitled to Transaction Fees in connection
with the disposition of Properties during the term or within one
year after the date of termination of the Agreement.  The
combined amount of the aggregate Transaction Fees, however, will
not exceed $2,000,000.

In the event a Transaction with respect to certain properties is
consummated, CIT Capital will be paid 50% of its Transaction Fees
upon the closing of that Transaction as long as it has provided
notice of the proposed Transaction Fee, including the basis of
the calculation to the Creditors Committee, the U.S. Trustee and
the Court.

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)


SAINT VINCENTS: LENNOX NEDD Agrees to Withdraw Lawsuit
------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York, its debtor-
affiliates and LENNOX NEDD agree to modify the automatic stay to
permit LENNOX to discontinue an action filed in the Supreme Court
of the state of New York, King County, against Mary Immaculate
Hospital, Queens, and Catholic Medical Center of Brooklyn and
Queens, Inc., with prejudice.

Any proofs of claim filed by LENNOX against the Debtors in their
Chapter 11 cases will be expunged effective on the date the
stipulation is Court-approved.

LENNOX forever releases the Debtors from all claims, demands,
obligations, causes of actions, or damages.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 38 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: U.K. Regulator May Issue Financial Directions
-------------------------------------------------------------
The United Kingdom Government Pensions Regulator has warned Sea
Containers Ltd. and its debtor-affiliates that it is considering
the exercise of its power to issue financial support directions to
the Company, Ian C. Durant, vice president for finance and chief
financial officer of Sea Containers, Ltd., disclosed in a
regulatory filing with the Securities and Exchange Commission
dated Oct. 30, 2006.

Mr. Durant said the FSDs will be under relevant UK pensions
legislation, in respect of the Sea Containers 1983 Pension Scheme
and the Sea Containers 1990 Pension Scheme, which are multi-
employer defined benefit pension plans of Sea Containers Services
Ltd.

According to Mr. Durant, if FSDs are issued, SCL may be liable to
make a financial contribution to the Schemes that may be greater
than the sum payable by SCL under the terms of a 1989 support
agreement with Sea Containers Services.  Pursuant to the Support
Agreement, Sea Containers Services provides administrative
services to SCL and other subsidiaries, and is indemnified by SCL
for the cost of its services.

Mr. Durant said the trustees of the Schemes or their actuary
advised SCL that their current estimates of the cost of winding
up the Schemes, including the cost of purchasing annuities to pay
projected benefit obligations to Scheme participants, would be
$201,000,000 for the 1983 Scheme and $51,000,000 for the 1990
Scheme.  Because the Schemes are multi-employer plans, the
liabilities under them are shared among the participating
companies, Mr. Durant added.

                        SCL Disputes Warning

Tom Burroughes of Reuters reports that SCL believes there was no
need for the UK Regulator's warning as the Company is currently
in talks with the UK Pension Funds.

"They (pension fund members) will be ranked on an equal footing
with bondholders and other creditors.  We are keen to let these
discussions play out," an Sea Containers spokeswoman told Reuters.

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


SEA CONTAINERS: Wind-Up Petition Hearing Scheduled on December 1
----------------------------------------------------------------
The Supreme Court of Bermuda will hear on Dec. 1, 2006, a
petition to wind-up the business of Sea Containers Ltd., that
was presented by the Company on October 16.

Any creditor or shareholder of Sea Containers desiring to support
or oppose the making of an order on the petition may appear at
the time of the hearing in person or by counsel for that purpose.

A copy of the petition will be sent to all creditors and
shareholders of the company.

Parties-in-interest who want to attend the hearing must inform
Sea Containers' counsel of their intention to do so at:

           Appleby Hunter Bailhache
           Canon's Court, 22 Victoria Street
           Hamilton, HM 12, Bermuda

Those who intend to appear at the hearing must serve notice not
later than 4:00 p.m. on Nov. 30, 2006.

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


SIENA TECHNOLOGIES: Closes $1 Million Financing
-----------------------------------------------
Siena Technologies, fka Network Installation Corp., has closed on
a $1 million round of financing, chief executive officer Jeff
Hultman announced.  The funds will be used for working capital.

Mr. Hultman disclosed that the company recorded revenues of
$4.1 million for the third quarter, bringing year-to-date revenues
to $15.9 million, an increase from $5.9 million for the year ended
Dec. 31, 2005.

"This round of financing was brought to fruition by several
accredited investors who are existing stockholders of Siena
Technologies," Mr. Hultman said.

"We believe this signals a strong endorsement and continued
support of our new direction, the financial restructuring and
continued revenue growth which are underscored by our recent third
quarter performance."

Mr. Hultman also disclosed that Siena has completed numerous
deliveries of its systems for some of Las Vegas' nightspots as
well as its patent-pending Race & Sports Book technology systems
at top gaming properties.  He says the company is also currently
servicing customers on contracts with substantial backlog with the
continued trend of higher gross margins.

The company has also undergone a restructuring of its marketing
and sales functions and a corporate name change that better
reflects its future strategies, Mr. Haltman further disclosed.

Headquartered in Irvine, California, Siena Technologies
(OTC BB: SIEN), formerly known as Network Installation Corp.,
through its wholly-owned subsidiary Kelley Technologies, is a
technology company which designs, develops, and integrates
communication technology and system networks for the resort and
gaming industry as well as luxury high-rise condo developments.

                        Going Concern Doubt

Jasper + Hall PC expressed substantial doubt about Network
Installation Corp.'s ability to continue as a going concern after
auditing the Company's financial  statements for the year ended
Dec. 31, 2005.   The auditing firm pointed to the Company's
accumulated deficit of $25,168,968 and its generation of losses
from operations.


SIERRA PACIFIC: Launches Tender Offers for $100MM Debt Securities
-----------------------------------------------------------------
Sierra Pacific Resources commenced tender offers for up to
$110 million aggregate principal amount of certain series of
its outstanding notes.

   CUSIP   Security      Principal    Principal     Tender     Early
Total
    No.    Description     Amount     Purchase      Offer      Tender
Conside-
                        Outstanding1   Amount       Conside-   Premium2
ration2
                                                    ration2
   ------  ---------    ------------  -----------   --------   --------   --
----
   826428  7.803%       $99,142,000   $30,000,000     $1,035      $30
$1,065
    AJ 3   Senior
           Notes
           due 2012


   826428  8.625%       $335,000,000  $50,000,000     $1,055      $30
$1,085
    AH 7   Senior
           Notes
           due 2014


   826428  6.75%        $225,000,000  $30,000,000       $980      $30
$1,010
    AN 4   Senior
           Notes
           due 2017

1. Aggregate principal amount outstanding as of Nov. 15, 2006.

2. Per $1,000 principal amount of tendered Notes that are
    accepted for purchase.

The terms and conditions of the Offers are set forth in an Offer
to Purchase and a Letter of Transmittal, each dated Nov. 15, 2006.

The Company is offering to purchase the aggregate principal amount
set forth in the table above in the column captioned "Principal
Purchase Amount" of each series of Notes for the Tender Offer
Consideration, subject to certain conditions precedent described
in the Offer to Purchase.

Holders of Notes that validly tender Notes prior to 5:00 p.m., New
York City time, on Wednesday, Nov. 29, 2006, unless such time is
extended or earlier terminated, will be entitled to receive the
Total Consideration, which includes the Tender Offer Consideration
plus an early tender premium payment of $30.00 per $1,000
principal amount of Notes tendered.

Holders that validly tender Notes after the Early Tender Time but
at or prior to 12:00 midnight, New York City time, on Thursday,
Dec. 14, 2006, unless such time is extended or earlier terminated,
will be entitled to receive the Tender Offer Consideration.
Tendered Notes may be withdrawn prior to the Early Tender Time.

After the Early Tender Time, tendered Notes may not be withdrawn.
All holders that tender Notes that are accepted for payment will
also receive accrued and unpaid interest up to, but excluding, the
Settlement Date, which is expected to occur on or promptly after
the Expiration Time.

If acceptance of all the Notes validly tendered in the Offers with
respect to one or more series would require the Company to
purchase more than $110 million principal amount of the Notes, the
Company currently intends to terminate the Offer with respect to
one or more series of the Notes.  The Company, however, is not
obligated to terminate any such Offer.  In the event of a
termination of the Offer with respect to any series of Notes, all
Notes of such series tendered will be promptly returned to the
tendering holders.

The Company may increase or decrease the Principal Purchase
Amount of any or all series of Notes, provided that the aggregate
principal amount of the Notes purchased shall not exceed
$110 million, without extending the Early Tender Time.  If the
aggregate principal amount of Notes of any series validly tendered
at the Expiration Time exceeds the applicable Principal Purchase
Amount of such series, the Company, subject to the terms and
conditions of the Offers and provided it accepts tenders for Notes
in any such series, will accept Notes of such series for purchase
on a pro rata basis.

In the Offer to Purchase, the Company states that it will use cash
on hand to fund the purchase of the Notes accepted in the Offers.
In addition, the Company states in the Offer to Purchase that it
intends to use a substantial portion of the proceeds from the
previously announced $100 million sale by one of its subsidiaries,
Tuscarora Gas Pipeline Company, of the subsidiary's 50% interest
in the Tuscarora Gas Transmission Company to make a capital
contribution to one or both of its utility subsidiaries, Nevada
Power Company and Sierra Pacific Power Company.

Headquartered in Las Vegas, Nevada, Sierra Pacific Resources
(NYSE: SRP) -- http://www.sierrapacificresources.com/ -- is a
holding company whose principal subsidiaries, Nevada Power Company
and Sierra Pacific Power Company, are electric and electric and
gas utilities, respectively.  Sierra Pacific Resources also holds
relatively modest non-utility investments through other
subsidiaries.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 16, 2006,
in connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency downgraded its Ba2 Corporate
Family Rating for Sierra Pacific Resources to Ba3.


STRUCTURED ASSET: Fitch Holds Junk Rating on Five Cert. Classes
---------------------------------------------------------------
Fitch Ratings has affirmed the ratings of 38 and upgraded 3
classes of Structured Asset Securities Corp. residential mortgage-
backed certificates:

Series 1995-2 Group 1

    -- Class 1-B1 affirmed at 'AAA';
    -- Class 1-B2 affirmed at 'BB';
    -- Class 1-B3 remains at 'CC/DR2'.

Series 1995-2 Group 2

    -- Class 2A affirmed at 'AAA';
    -- Class 2-B1 affirmed at 'AAA';
    -- Class 2-B2 affirmed at 'AAA';
    -- Class 2-B3 affirmed at 'AA'.

Series 1996-4

    -- Classes A, R affirmed at 'AAA';
    -- Class B1 affirmed at 'AAA';
    -- Class B2 affirmed at 'AA';
    -- Class B3 affirmed at 'BB';
    -- Class B4 remains at 'C/DR3'.

Series 1997-2

    -- Class 2A affirmed at 'AAA';
    -- Class B1 affirmed at 'AA';
    -- Class B2 affirmed at 'A';
    -- Class B3 remains at 'CCC/DR2';
    -- Class B4 remains at 'CCC/DR3';
    -- Class B5 remains at 'CCC/DR6'.

Series 1999-ALS3

    -- Classes 1PO, 2PO affirmed at 'AAA';
    -- Class B1 affirmed at 'AAA';
    -- Class B2 affirmed at 'AAA';
    -- Class B3 upgraded to 'AA' from 'A'.

Series 2000-5

    -- Class 2AP affirmed at 'AAA';
    -- Class B1 affirmed at 'AAA';
    -- Class B2 affirmed at 'AAA';
    -- Class B3 affirmed at 'AA';
    -- Class B4 affirmed at 'BBB';
    -- Class B5 affirmed at 'B'.

Series 2001-11

    -- Class A affirmed at 'AAA'.

Series 2001-15A

    -- Class A affirmed at 'AAA'.


Series 2002-5A

    -- Class A affirmed at 'AAA';
    -- Class B1 affirmed at 'AAA';
    -- Class B2 affirmed at 'AA';
    -- Class B3 upgraded to 'A+' from 'A';
    -- Class B4 upgraded to 'BBB+' from 'BBB';
    -- Class B5 affirmed at 'BB'.

Series 2002-15

    -- Class A affirmed at 'AAA'.

Series 2002-27A

    -- Class A affirmed at 'AAA'.

Series 2003-4

    -- Class A affirmed at 'AAA'.

Series 2003-14

    -- Class A affirmed at 'AAA'.

Series 2003-16

    -- Class A affirmed at 'AAA'.

Series 2003-21

    -- Class A affirmed at 'AAA'.

Series 2003-29

    -- Class A affirmed at 'AAA'.

Series 2003-30

    -- Class A affirmed at 'AAA'.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$1.96 billion of outstanding certificates.

The distressed ratings of series 1995-2 Group 1 class 1-B3, series
1996-4 class B4, and series 1997-2 classes B3, B4 and B5 is due to
either a default or sufficient credit deterioration to raise the
possibility that the rated security might be at risk of loss of
principal or interest.

The upgrades reflect improvements in the relationships between CE
and future loss expectations and affect approximately
$3.29 million of outstanding certificates.  The CE levels for the
upgraded classes of series 2002-5A and 1999-ALS3 have increased by
more than four times the original levels since the closing date.

The above transactions have pool factors (i.e. current mortgage
loans outstanding as a percentage of initial pool) ranging from
only 1% to 68% and are seasoned from a range of 37 to 135 months.

The underlying collateral consists of conventional, fixed-rate and
adjustable, fully amortizing residential mortgage loans extended
to prime/AltA borrowers.  The mortgage loans are master serviced
by Aurora Loan Services, Inc., which is rated 'RMS1-' by Fitch.


STRUCTURED ASSET: Fitch Holds Junk Ratings on Three Issues
----------------------------------------------------------
Fitch Ratings has taken rating actions on these Structured Asset
Mortgage Investments Inc. issues:

SAMI, Series 1999-1 Group 2

    -- Class 2A affirmed at 'AAA';
    -- Class 2B-1 affirmed at 'AAA';
    -- Class 2B-2 affirmed at 'AA';
    -- Class 2B-3 affirmed at 'BBB+';
    -- Class 2B-4 affirmed 'B';
    -- Class 2B-5 remains at 'CC/DR4'.

SAMI, Series 1999-2 Group 3

    -- Class 3A affirmed at 'AAA';
    -- Class 3B-1 affirmed at 'AAA';
    -- Class 3B-2 affirmed at 'AA-';
    -- Class 3B-3 affirmed at 'BB';
    -- Class 3B-4 remains at 'CC/DR4';
    -- Class 3B-5 remains at 'C/DR6'.

These affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$10.75 million in outstanding certificates.  The CE levels have
increased by more than two times the original levels since the
closing date.  Cumulative losses as a percent of the original
collateral balance are 0.21% for series 1999-1 Group 2 and 0.62%
for series 1999-2 Group 3.

The distressed ratings of series 1999-1 Group 2 class 2-B5 and
series 1997-2 Group 3 classes 3B-4 and 3B-5 are due to either a
default or sufficient credit deterioration to raise the
possibility that the rated security might be at risk of loss of
principal or interest.

As of the Oct. 25, 2006 distribution date, series 1999-1 Group 2
has a pool factor (current mortgage loans outstanding as a
percentage of the initial pool) of 5%.  The underlying collateral
consists of 30-year fixed-rate mortgage loans extended to Alt-A
borrowers.  The servicer is Wells Fargo Bank Minnesota, NA, which
is rated 'RPS1' by Fitch.

Series 1999-2 Group 3 has a current pool factor of 7%.  The
underlying collateral consists of 30-year fixed-rate mortgage
loans extended to Alt-A borrowers.  The servicer is PHH Mortgage
Corporation, which is rated 'RPS1-' by Fitch.


TARRANT COUNTY: Moody's Withdraws C Rating on $80 Mil. Debt Issue
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the C underlying rating
assigned to approximately $80 million of debt issued through the
Tarrant County Health Facilities Development Corporation,
including the Series 1997, Series 1996 and 1993 bonds.

With the exception of $7.1 million of the Series 1993 bonds, the
bonds were insured by MBIA.  The hospital has ceased operations as
an acute care hospital and the bonds were accelerated and paid in
April 2005.  Uninsured bondholder received less than par on their
investment.


TATER TIME: Wash. Labor Department Seeks Case Dismissal
-------------------------------------------------------
The State of Washington, Department of Labor & Industries, asks
the U.S. Bankruptcy Court for the Eastern District of Washington
in Spokane and Yakima to dismiss Tater Time Potato Company LLC and
its debtor-affiliates' chapter 11 cases  due to the Debtors'
failure to pay postpetition taxes.

Brenda Cothary, the State's revenue officer, tells the Court that
under Section 959(b) of the Judiciary Code, a debtor is required
to comply with state law during its possession and operation of
the estate.

Ms. Cothary points out that the Debtors failed to pay postpetition
taxes to the Department for the fourth quarter of 2005 and the
first and second quarters of 2006.  The total postpetition debt
owed the Department is approximately $10,192 plus penalties, Ms.
Cothary noted.

The Court will convene a hearing on Jan. 8, 2007, at 10:30 a.m. to
consider the State's request.

Headquartered in Warden, Washington, Tater Time Potato Company LLC
packs and ships potatoes.  The Company and its debtor-affiliates
filed for chapter 11 protection on January 24, 2005 (Bankr. E.D.
Wash. Case No. 05-00509).  J. Gregory Lockwood, Esq., and his
firm, The Law Office of J. Gregory Lockwood, PLLC, replaced Dan
O'Rourke, Esq., at Southwell & O'Rourke, P.S., as the Debtors'
bankruptcy counsel.  No Official Committee of Unsecured Creditors
has been appointed in this case.  When the Debtors filed for
protection from their creditors, it reported total assets of
$11,312,000 and total debts of $7,639,184.


TOLEDO EDISON: Fitch Rates $300-Mil 6.15% Sr. Notes at BB+
----------------------------------------------------------
Fitch Ratings assigned a 'BB+' rating to Toledo Edison Company's
$300 million 6.15% senior unsecured notes due 2037.

The Rating Outlook is Positive.

Proceeds from the debt offering are expected to be used to redeem
all of TE's outstanding preferred stock, a portion of TE's common
stock from its corporate parent, FirstEnergy Corp, and for general
corporate purposes.

The ratings and Positive Outlook reflect TE's relatively stable
operating cash flows, a balanced Ohio regulatory environment and
assumes that the utility's credit metrics will remain supportive
of current or higher credit ratings upon completion of the
financial restructuring currently underway at the FE family of
companies.

In addition, the ratings consider the Jan. 2006 approval of TE's
rate certainty plan by the Public Utilities Commission of Ohio.
Fitch also considers the effect of certain joint and several
obligations with affiliate Cleveland Electric Illuminating Company
and anticipates continued reasonable regulatory outcomes in Ohio.
TE's rate certainty plan and supply contract with FES
substantially mitigates its power supply cost exposure, in Fitch's
opinion.

The primary concern for TE fixed income investors is the uncertain
outlook for development of effective post-2008 Ohio power supply
markets and the potential erosion of political support for
recovery of prudently incurred costs in a high and rising
commodity cost environment.


TOWER AUTOMOTIVE: Excl. Plan-Filing Period Intact Until Nov. 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Tower Automotive Inc. and its debtor-affiliates'
exclusive periods to:

    (a) file a plan of reorganization to Nov. 30, 2006; and

    (b) solicit acceptances of that plan to Jan. 25, 2007.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
notes that despite having negotiated and distributed, on a
confidential basis, a draft plan of reorganization and
accompanying disclosure statement, the Debtors continue to
engage in good faith discussions with the Official Committee of
Unsecured Creditors and other interested parties regarding the
terms of the plan.

Specifically, Mr. Sathy says, the Debtors have concluded that
their ability to successfully reorganize hinges on being able to
obtain a substantial equity investment, possibly implemented
though a rights offering.  The terms of the equity raise,
considered a critical aspect of the Draft Plan, are currently
being negotiated.  The Debtors and the Creditors Committee are
working closely on all aspects of the equity raise process.

According to Mr. Sathy, the extension is warranted because the
Debtors are making good faith progress towards emergence from
bankruptcy.  Particularly, prior to commencing the trial on their
request to reject collective bargaining agreements and modify
retiree benefits pursuant to Section 1113/1114 of the Bankruptcy
Code, the Debtors announced and obtained a Court order approving:

    * Retiree Settlements with the Milwaukee Unions and the
      the Official Committee of Retired Employees;

    * a Section 1114 Settlement with the United Automobile,
      Aerospace and Agricultural Implement Workers of America,
      and the IUE, the Industrial Division of the Communication
      Workers of America AFL-CIO; and

    * a Section 1113 Settlement with their active unions.

The Debtors have also negotiated and obtained a Court ruling
approving a transition agreement regarding the closure of their
production facility located in Greenville, Michigan, Mr. Sathy
explains.  The Greenville Facility employed approximately 200
hourly workers, and the transition agreement resolved a wide
variety of issues related to the plant closure.

Moreover, the Debtors have:

    a. negotiated several claim settlements and set-off
       stipulations with their vendors and customers, as well as
       obtained valuable trade term concessions and agreements on
       both the customer and vendor level.  As a result, the
       Debtors have secured their customer's support for their
       restructuring efforts and have successfully secured or
       reconfirmed numerous awards for new business awarded since
       the Petition Date and are in the process of launching a
       substantial amount of previously-awaited business;

    b. identified contracts and leases which are beneficial in
       their estates, and have filed seven different motions
       requesting authority to assume key contracts, all of which
       the Court has granted.  The Debtors have also rejected
       over 25 unfavorable leases;

    c. conducted a preliminary ongoing analysis as to the
       validity of the claims in connection with the Debtors'
       preparation and filing of their omnibus claims objections.
       As of Oct. 12, 2006, the Debtors have filed 22 omnibus
       claims objections, which are integral to the plan
       development process; and

    d. evaluated their entire business model to rationalize and
       enhance the efficiencies of the businesses.  The Debtors
       have substantially completed the business plan that they
       expect will serve as the foundation for their Chapter 11
       plan.

As of Oct. 12, 2006, the Debtors have had sufficient resources
to meet, and have generally met, all required postpetition
payment obligations.  The Debtors do not expect any change in
their ability to meet their postpetition payment obligations in
the near future, Mr. Sathy relates.

In light of this progress, the Debtors believe that they deserve
the opportunity to continue to pursue their restructuring
objectives without the distraction of allowing third parties the
opportunity to file and solicit acceptances of a competing plan
of reorganization.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


TOWER AUTOMOTIVE: Delays Form 10-Q Filing for Qtr. Ended Sept. 30
-----------------------------------------------------------------
Tower Automotive Inc. was unable to file its Form 10-Q for the
three and nine months ended Sept. 30, 2006, on Nov. 14, James A.
Mallak, Tower Automotive Inc.'s chief financial officer, notifies
the Securities and Exchange Commission.

Mr. Mallak notes that the Company has not had an opportunity to
gather all of the information required in the Form 10-Q.

Specifically, Mr. Mallak says, Tower filed its Form 10-K for the
year ended Dec. 31, 2005; Form 10-Q for the three months ended
March 31, 2006; and Form 10-Q for the six months ended June 30,
2006, on June 27, August 4, and Sept. 15, 2006.  As a result, the
necessary work associated with the Company's Form 10-Q for the
three and nine months ended Sept. 30, 2006, will not be completed
within the extended time frame permitted under Rule 12b-25 of the
Securities Exchange Act of 1934.

The Company intends to file its Form 10-Q as soon as all
information necessary to complete the report is available to the
Company, Mr. Mallak informs the SEC.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 48; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


TRIBUNE CO: Earns $164 Million in 3rd Quarter Ended September 24
----------------------------------------------------------------
Tribune Company's net income for the third quarter ended
Sept. 24, 2006, increased to $164,340,000 from net income of
$24,011,000 for the third quarter ended Sept. 25, 2005.

Total operating revenues for the current quarter decreased to
$1,349,035,000 from $1,383,703,000 for the same period last year.

According to the company, the 3% decline was due to lower
publishing and broadcasting and entertainment revenues.

As of Sept. 24, 2006, the company's balance sheet showed total
assets of $14,182,581,000 and total liabilities of $9,731,346,000,
resulting in a total shareholders' equity of $4,451,235,000, which
is 51% lower than the $6,725,551,000 total shareholders' equity at
Dec. 25, 2005.

The company's Sept. 24 balance sheet also showed strained
liquidity with $1,500,322,000 in total current assets available to
pay $2,826,945,000 in total current liabilities.

                         Credit Agreements

On June 19, 2006, the company entered into a five-year credit
agreement and a 364-day bridge credit agreement, both of which
were amended and restated on June 27, 2006.  The five-year credit
agreement provides for a $1.5 billion unsecured term facility, of
which $250 million was available and used to refinance the medium-
term notes that matured on Nov. 1, 2006, and a $750 million
unsecured revolving facility.  The 364-day bridge credit agreement
provides for a $2.15 billion unsecured bridge facility.

The company entered into the agreements to finance its tender
offer initiated on May 30, 2006; to repurchase shares of the
company's common stock from the McCormick Tribune Foundation and
Cantigny Foundation; to repurchase shares of the company's common
stock pursuant to open market or privately negotiated
transactions; to refinance certain indebtedness; and to pay fees
and expenses incurred in connection with the repurchases.  In
addition, the revolving facility is available for working capital
and general corporate purposes, including acquisitions.

As of Sept. 24, 2006, the company had outstanding borrowings of
$1.25 billion and $1.6 billion under the term facility and the
bridge facility, respectively, and the company had no borrowings
under the revolving facility.  As of Sept. 24, 2006, the
applicable interest rate on both the term facility and the bridge
facility was 6.2%.

The credit agreements contain certain restrictive covenants,
including financial covenants that require the company to maintain
a maximum total leverage ratio and a minimum interest coverage
ratio.  At Sept. 24, 2006, the company was in compliance with the
covenants.

                         Medium-Term Notes

At Sept. 24, 2006, the company had $513 million of medium-term
notes outstanding at an average interest rate of 6.2%.  The
company refinanced $250 million of the medium-term notes on
Nov. 1, 2006, through the five-year unsecured term loan facility.
Accordingly, these notes have been classified as long-term.

A full-text copy of the company's financial report for the quarter
ended Sept. 24, 2006, is available for free at:

               http://researcharchives.com/t/s?1563

                          About Tribune

Headquartered in Chicago, Illinois, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating
businesses in publishing and broadcasting.  In publishing, Tribune
operates 11 leading daily newspapers including the Los Angeles
Times, Chicago Tribune and Newsday, plus a wide range of targeted
publications.  The company's broadcasting group operates 26
television stations, Superstation WGN on national cable, Chicago's
WGN-AM and the Chicago Cubs baseball team.

                          *     *     *

On Oct. 5, 2006, Standard & Poor's Ratings Services lowered its
ratings on the class A and B units from the $75.795 million
Structured Asset Trust Unit Repackaging Tribune Co. Debenture
Backed Series 2006-1 to 'BB+' from 'BBB-'.  Concurrently, the
ratings were placed on CreditWatch with negative implications.

In September 2006, Fitch Ratings downgraded its ratings for
Tribune Co.'s $3.1 billion of outstanding senior unsecured and
subordinated debt as of June 25, 2006, and subsequently placed
them on Rating Watch Negative.

Affected ratings include the company's Issuer Default Rating
lowered to 'BB+' from 'BBB-', and Senior unsecured revolving
credit facility lowered to 'BB+'from 'BBB-'.


TRUE NORTH: Closes Acquisition of C3 Online Marketing
-----------------------------------------------------
True North Corporation completed its acquisition of C3 Online
Marketing Inc.  The proposed Acquisition was disclosed on June 8
and June 20, 2006.

As reported in the Troubled Company Reporter on Oct. 24, 2006,
True North received conditional approval of its proposed
acquisition of C3 from the TSX Venture Exchange.  The listing of
the common shares of True North issued and issuable in connection
with the Acquisition is subject to final approval from TSX-V,
which approval is expected following the filing with TSX-V of
certain documents required by the TSX-V in connection with the
closing of the Acquisition.  True North obtained approval for the
Acquisition by written consent of the holders of a majority of the
outstanding common shares of True North in accordance with TSX-V
policies.

Management of True North believes that the Acquisition will
significantly enhance True North's product offering and depth of
management and will result in increased revenues and profits.

Pursuant to the Acquisition True North acquired all of the
outstanding shares of C3 in exchange for the issuance of
15,910,366 common shares of True North issued from treasury at a
deemed price of $0.13 per share.  In connection with the
acquisition True North assumed an aggregate of $2,721,001 of debt
owed by C3, comprised of $2,500,000 principal amount of debt
evidenced by two convertible secured debentures previously issued
by C3 to an arm's length lender, as well as an aggregate of
$221,001 of debt owed by C3 to officers of C3.  True North also
issued an aggregate of 7,678,578 common shares from treasury at
$0.14 per share in settlement of an aggregate of $1,075,001 of
debt owed by True North, approximately 38% ($406,186) of which was
comprised of the C3 debt assumed by True North.  Following the
Acquisition and the debt settlement, there are an aggregate of
49,393,912 common shares of True North outstanding.

Pursuant to the assumption of the C3 debt and following the debt
settlement True North issued two convertible secured debentures,
one to Quorum Investment Pool Limited Partnership in the principal
amount of $1,388,889 and the other to Ontario SME Capital
Corporation in the principal amount of $1,225,926.  The QIP
Debenture and SME Debenture issued by True North replaced and
superseded the two convertible secured debentures previously
issued by C3 in the aggregate principal amount of $2,500,000.  The
QIP Debenture bears interest at 8% per annum, calculated monthly
and payable quarterly in arrears, matures on March 17, 2011, and
the principal is convertible in whole or in part at any time into
common shares of True North at the rate of $0.2319 per share,
subject to adjustment.

The SME Debenture bears interest at 8% per annum, matures on Feb.
28, 2008, and the principal is convertible in whole or in part at
any time into common shares of True North at the rate of $0.2319
per share in respect of $1,000,000 of principal and at $0.4630 per
share in respect of $225,926 of principal, subject to adjustment.
Following the Debt Settlement True North also issued a convertible
secured debenture in the principal amount of $1,435,185 to Quorum
Secured Equity Trust in replacement of two convertible secured
debentures previously issued by True North to Quorum Secured
Equity Trust in the aggregate principal amount of $1,550,000.

The QSET Debenture bears interest at 8% per annum, matures on
Dec. 15, 2009 and the principal is convertible in whole or in part
at any time into common shares of True North at the rate of $0.35
per share until Nov. 10, 2007, at $0.385 per share from Nov. 11,
2007 to November 10, 2008, at $0.4235 per share from Nov. 11, 2008
to Nov. 10, 2009 and at $0.46585 from Nov. 11, 2009 to Dec. 15,
2009, subject to adjustment.  The three holders of True North
debentures are affiliated entities, one of which, Quorum Secured
Equity Trust, pursuant to a prior agreement with True North has
the right to appoint a director to the Board of True North.  True
North's subsidiaries, including C3, provided secured guarantees of
True North's indebtedness to the debentureholders.

All 15,910,366 common shares of True North issued pursuant to the
Acquisition, all 7,678,578 common shares of True North issued
pursuant to the settlement of debt, and all common shares of True
North which may be issued pursuant to the conversion of the
debentures are subject to transfer restrictions prohibiting their
transfer prior to March 11, 2007.  As required by the TSX-V
15,425,396 common shares of True North issued to the principals of
C3 are held pursuant to an Escrow Agreement under which they will
be released as to 10% upon issuance of the TSX-V Bulletin granting
final approval of the Acquisition and the remaining shares in 6
equal tranches, on a pro-rata basis, every 6 months thereafter.

The principals of True North have also voluntarily agreed to
transfer restrictions in respect of an aggregate of 9,504,000
common shares of True North owned by them with the same release
provisions as those in the Escrow Agreement.  An additional
1,908,605 common of True North shares issued to non-principal
shareholders of C3 will be subject to the same transfer
restrictions as the shares governed by the Escrow Agreement as
described above.

                        Director Resigns

The management of True North disclosed the resignation of James
Williamson as a Director of the Corporation, and thank him for his
years serving True North and its shareholders.  The Board of
directors of True North is comprised of Mark Anthony, Frank Peri
and Michael Goffin.  Michael Goffin is the nominee director of
Quorum Secured Equity Trust.  The officers of True North are Rick
Camilleri, CEO; Mark Anthony, President; and Marie Peri, Vice-
President, Finance.  It is expected that Rick Camilleri will
shortly be appointed to the Board of True North.  Terry Ham, one
of the principals of C3 will not be assuming the role of Chief
Operating Officer as indicated in the Filing Statement but will
continue to work with True North in a management capacity.  A
final decision has not yet been made as to whether Wanda Dorosz,
President and CEO of the Quorum Group of Companies, will be
joining the Board of True North as indicated in the Filing
Statement.

                    About C3 Online Marketing

Headquartered in Toronto, Canada, C3 Online Marketing Inc. --
http://www.c3onlinemarketing.com/-- provides online solutions for
marketers designed to attract and retain online relationships.

                        About True North

Headquartered in Mississauga, Ontario, True North Corporation
(TSX: TN) -- http://www.truenorthcorp.ca/-- is an integrated
marketing services company.  TNC delivers services through two
focus areas: Marketing Services & Sales Channel Support.

At June 30, 2006, the Company's balance sheet showed a
stockholders' deficit of $2,248,230, compared to deficit of
$763,583 at Dec. 31, 2005.


TRUE TEMPER: Weak Performance Cues S&P's Negative CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Memphis,
Tennessee-based golf club shaft manufacturer True Temper Sports
Inc., including the 'B' corporate credit rating, on CreditWatch
with negative implications.

Approximately $235.7 million of total debt was outstanding at the
company as of Oct. 1, 2006.

"The CreditWatch placement follows the company's weaker-than-
expected operating performance, which has weakened credit measures
to levels below our expectations," explained Standard & Poor's
credit analyst Mark Salierno.

Through the first nine months of 2006, sales have declined by
about 7.1%.

In addition, operating margins continue to be pressured by higher
energy-related and raw material costs, as well as a less favorable
product mix, primarily attributed to lower sales volumes of the
company's premium steel golf shafts.

TTSI's financial performance has been fairly volatile since 2004,
and the company remains highly leveraged. Standard & Poor's now
estimates 2006 lease-adjusted total debt to EBITDA to be in the
7.0x area, compared to about 6.3x at the end of 2005.

Given the company's highly leveraged capital structure, the rating
agency are concerned that a continued weakness in operating
performance and reduction in free operating cash flow would likely
delay debt-reduction efforts.  Although TTSI was in compliance
with its bank covenants at Oct. 1, 2006, Standard & Poor's would
expect covenants to tighten further in the event of a prolonged
decline in performance, which could limit the company's near-term
financial flexibility and adversely impact liquidity.

Standard & Poor's will continue to monitor developments.  Before
resolving the CreditWatch listing, the rating agency will meet
with company management to discuss its strategic plans to improve
performance in 2007 and review its financial policy.


UNIVERSITY HEIGHTS: Hires Girvin & Ferlazzo as Special Counsel
--------------------------------------------------------------
University Heights Association Inc. obtained authority from the
U.S. Bankruptcy Court for the Northern District of New York to
employ Girvin & Ferlazzo, P.C., as its special litigation counsel.

Girvin & Ferlazzo will:

   a) provide legal advice with respect to the Debtor's duties,
      responsibilities and powers in this chapter 11 case;

   b) assist in preparation of schedules and statement of affairs
      and other necessary filings;

   c) assist in its investigation of the Debtor's acts, conduct,
      assets and liabilities and financial condition.

   d) provide legal advice with respect to the Debtor's proposed
      plans of reorganization, its proposed plans with respect to
      prosecution of claims against various third parties, and any
      other matters relevant to the case, or to the formulation of
      a plan in this case;

   e) assist regarding meeting of creditors, defense of motions to
      lift stay, protection of leasehold interests and other
      contracts, utility deposit negotiations with the creditor's
      committees, formulation of a disclosure statement and plan
      of reorganization, assumption or rejection of executory
      contracts and leases, sale of property, if necessary, and
      other matters as may be relevant in the Debtor's continued
      operation of its business; and

   f) perform other legal services as may be required by the
      Debtor.

The Debtor has paid the firm a $125,000 retainer.

Patrick J. Fitzgerald, Esq., a Girvin & Ferlazzo principal,
discloses the firm's professionals bill:

          Designation              Hourly Rate
          -----------              -----------
          Partners                 $200 - $275
          Associates               $150 - $195
          Paraprofessionals            $85

Mr. Fitzgerald assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

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.


UNITED CUTLERY: Hires Ragsdale & Waters as Special Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
allowed United Cutlery Corp. and its debtor-affiliates to employ
Ragsdale & Waters, P.C., as their special counsel.

Ragsdale & Waters will represent the Debtors in connection with
the negotiations and preparation of a contract for the sale of
real property and the closing of that sale.

The property consists of a $4.9-acre tract, located in Sevier
County, Tennessee, owned by Hall Partners, L.P., which is the site
of the Debtors' business.  In addition, the sale will include a
1.3-acre tract owned by the Debtors, contiguous to the property
owned by Hall Partners.

John B. Walters, III, Esq, a Ragsdale & Waters member, discloses
the firm's professionals bill:

        Position               Hourly Rate
        --------               -----------
        Attorneys              $175 - $225
        Non-attorneys             $70

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

Headquartered in Sevierville, Tennessee, United Cutlery Corp. --
http://www.unitedcutlery.com/-- manufactures hunting, camping,
fishing, military, utility, collectible, and fantasy knives.  The
Debtors also market fantasy-based swords, weapons and armor under
license from movie studios.  The Company and two of its affiliates
filed for chapter 11 protection on Oct. 2, 2006 (Bankr. E.D. Tenn.
Case No. 06-50884).  Maurice K. Guinn, Esq., at Gentry, Tipton &
McLemore P.C., represents the Debtors.  When the Debtors filed for
protection from their creditors, they listed total assets of
$9,964,288 and total debts of $26,361,930.  The Debtors' exclusive
period to file a chapter 11 plan expires on Jan. 30, 2007.


UNIVERSITY HEIGHTS: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
University Heights Association Inc. delivered its Schedules of
Assets and Liabilities to the U.S. Bankruptcy Court for the
Northern District of New York disclosing:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                  $15,500,000
  B. Personal Property               $5,442,470
  C. Property Claimed
     as Exempt
  D. Creditors Holding                                 $8,112,957
     Secured Claims
  E. Creditors Holding                                         $0
     Unsecured Priority Claims
  F. Creditors Holding                                $28,710,328
     Unsecured Nonpriority
     Claims
                                    -----------       -----------
     Total                          $20,942,470       $36,823,285

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.


US AIRWAYS: Fitch Holds CCC Issuer Default Rating
-------------------------------------------------
Fitch Ratings has affirmed its ratings of US Airways Group, Inc.,
as:

    -- Issuer Default Rating (IDR) at 'CCC';
    -- Secured Term Loan Rating at 'B/RR1';
    -- Senior Unsecured Rating at 'CC/RR6'.

Fitch's ratings apply to approximately $1.4 billion in debt
obligations.  The Rating Outlook has been revised to Stable from
Positive.

The revision in Fitch's outlook on US Airways reflects the
airline's announcement that it has made an unsolicited offer to
merge with Delta Air Lines, Inc., which has been operating in
Chapter 11 bankruptcy protection since September 2005.  US
Airways' offer totals $8 billion and consists of $4 billion in
cash and 78.5 million shares of US Airways common stock, valued at
$4 billion.  US Airways has arranged $7.2 billion in committed
financing from Citigroup to fund the cash portion of the
transaction, as well as to refinance $1.25 billion in outstanding
term loan obligations at US Airways and $1.9 billion in debtor-in-
possession financing currently outstanding at Delta.

US Airways estimates that the merger will produce $1.65 billion in
annual synergies, primarily through network optimization
initiatives valued at $935 million, as well as cost savings of
$710 million.  The combined carrier would operate under the Delta
brand and would add Delta's extensive international presence to US
Airways' existing low-cost domestic operations.  Although
achievement of synergy benefits has historically been difficult in
airline mergers, the relative success of the US Airways/America
West merger lends credence to the synergy estimates and to
management's ability to successfully combine the Delta and US
Airways operations.  The merged company would be highly levered,
however, carrying over $20 billion of lease-adjusted debt.

As with all airline mergers, challenges include the merging of
labor groups and fleet types.  Approval from the Department of
Justice could also require the sale of Delta's shuttle operation
on the East Coast, which competes with US Airways' shuttle
operation.  Labor integration could be somewhat easier than with
most other airline mergers, as most of Delta's labor force is non-
union, the primary exception being its pilots. US Airways is still
working through labor discussions with most of its own labor
groups as a result of the AWA merger, however, and those
discussions could be complicated by the announcement.  In terms of
fleet, US Airways has recently tended to favor Airbus for its new
aircraft, while Delta has favored Boeing.  However, both carriers
operate Boeing 737s, 757s and 767s, so there is some commonality
between fleets.

As US Airways' offer was unsolicited, it is possible that other,
competing offers for Delta could be made, either from another
airline or from private equity.  Although no other potential
airline suitor has a strong balance sheet, United has been vocal
about its desire to take part in airline consolidation and has
hired Goldman Sachs as an advisor.  It is unclear how US Airways
would respond to a competing offer.

Prior to the announcement, US Airways had shown good progress on
attaining the synergies anticipated from its merger with AWA.  As
a result of the positive trends in its credit profile, Fitch's
previous Rating Outlook on the airline was Positive.  With the
announcement, the Rating Outlook has been revised to Stable, as
the proposed transaction adds a level of risk to US Airways credit
profile that lessens the likelihood of an upgrade in the near
term.  Fitch does not believe that the transaction, if
successfully completed as envisioned today, would result in a
downgrade of US Airways' ratings.  The recovery rating of 'RR6' on
US Airways' senior unsecured debt obligations reflects the very
low level of recovery expected in a default scenario.  Likewise,
the recovery rating of 'RR1' on US Airways' term loan facility
reflects the facility's strong collateral backing and outstanding
recovery prospects in a default.  It is important to note that the
term loan facility would be refinanced with proceeds from the
Citigroup term loan if the Delta merger is successful.


USA COMMERCIAL: Excl. Solicitation Period Intact Until Dec. 31
--------------------------------------------------------------
The Honorable Linda B. Riegle of the U.S. Bankruptcy Court for the
District of Nevada extends until Dec. 31, 2006, USA Commercial
Mortgage Company and its debtor-affiliates' exclusive period to
solicit acceptances for their Joint Plan of Reorganization.

The Court has previously issued a bridge order extending the
Debtors' solicitation period until Oct. 19, 2006.  The Dec. 31
extension is conditioned upon the Debtors success at obtaining
approval of their Disclosure Statement by Nov. 30, 2006.

As reported in the Troubled Company Reporter on Oct. 11, 2006, the
Debtors asked for a short continuance of exclusivity in order to
gain time to prepare a joint plan in consultation with the four
official committees appointed in their cases -- the Official
Committee of Equity Security Holders of USA Capital First Trust
Deed Fund, LLC, the Official Committee of Executory Contract
Holders of USA Commercial Mortgage Company, the Official Committee
of Equity Security Holders of USA Capital Diversified Trust Deed
Fund, LLC, and the Official Committee of Unsecured Creditors for
USA Commercial Mortgage Company.

                       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.


VESTA INSURANCE: Court OKs Second Amended Disclosure Statement
----------------------------------------------------------------
Vesta Insurance Group Inc. delivered a Second Amended Plan of
Liquidation and Disclosure Statement to the U.S. Bankruptcy
Court for the Northern District of Alabama on Nov. 10, 2006,
reflecting the record of the Nov. 9 Disclosure Statement Hearing
and agreements, if any, reached with objecting parties.

The Court finds that the Second Amended Disclosure Statement
contains adequate information within the meaning of Section 1125
of the Bankruptcy Code.

The Court approves the Second Amended Disclosure Statement and
authorizes Vesta to send copies of the Disclosure Statement
together with other materials to solicit creditor votes on the
Debtor's Second Amended Plan.

All objections to the Disclosure Statement, to the extent not
withdrawn or resolved, are overruled.

                      Disclosure Amendments

Vesta's Second Amended Plan is not available on the Court docket.

Pursuant to the Second Amended Disclosure Statement, Vesta
clarifies that some or all of these claims have been listed in
its Schedules of Assets and Liabilities as disputed, contingent,
or unliquidated:

            Claimant                           Claim Amount
            --------                           ------------
    Senior Debenture Holders                    $69,080,000
    Junior Debenture Holders                     15,252,000
    Vesta Fire Insurance Corporation             33,882,000
    J. Gordon Gaines, Inc.                       94,926,029
    BDO Seidman, LLP                                470,984
    Crowe Chizek and Company, LLC                   138,014
    Houlihan Lokey                                  118,004
    PricewaterhouseCoopers, LLP                     190,137

Vesta says it may have defenses, set-offs, or counterclaims that
would reduce or eliminate its liability to some or all of the
claimants.

Vesta reserves the right to object to any of the Claims before
the effective date of its Liquidation Plan.  The trustee to be
appointed under Vesta's Plan may also object to any claims
asserted against the Debtor or estate property.

Before its bankruptcy filing, Vesta purchased Directors and
Officers' liability insurance for the purpose of covering any
costs incurred by the Debtor in connection with its obligations
to indemnify its current and former officers and directors for
certain liabilities arising from their employment with or service
to the Debtor.  The D&O Policy provides for a $35,000,000
aggregate policy limit.

Vesta extended the Primary Policy for a one-year period ending
Dec. 31, 2007, and paid a $1,250,000 premium for the extension.
The extension contains a provision that allows XL Specialty
Insurance Company, as insurer, to cancel the Policy and
return the extension premium to Vesta.  In that event, the
Insurer will have no liability whatsoever for the extension
period.

Vesta discloses that the Official Committee of Unsecured
Creditors appointed in its case has advised that the panel
intends to petition the Court to compel the Debtor to cancel the
extension of the D&O Policy.

                 Court Approves Voting Guidelines

Judge Bennett sets Nov. 10, 2006, as the Record Holder Date
to determine the holders of claims and interests entitled to
receive solicitation package and to vote on Vesta's Plan.

All Ballots and Master Ballots will be mailed to the voting
agent, Parker, Hudson, Rainer & Dobbs LLP, no later than Dec. 18,
2006, at 4:00 p.m.

The "Voting Classes" will include holders of allowed Senior
Note/Debenture Claims, allowed Junior Debenture Claims, allowed
General Unsecured Claims, allowed Subordinated Claims, and
allowed Shareholder Interests in accordance with Vesta's Plan.

Judge Bennett rules that only these holders of claims against and
interests in the Voting Classes will be entitled to vote with
regard to those claims and interests:

   (i) holders of filed proofs of claim as reflected, as of the
       close of business on the Record Holder Date, on the
       official claims register that have not been disallowed,
       disqualified or suspended prior to the computation of the
       vote on the Plan;

  (ii) holders of scheduled claims that are listed in the
       Debtor's Schedules of Assets and Liabilities as not
       contingent, unliquidated, or disputed claims;

(iii) holder of interests reflected on the list of street
       holders maintained by Automatic Data Processing, Inc.,
       and the list of registered holders maintained by Vesta's
       stock transfer agent -- Computershare Investor Services
       -- that have not been disallowed, disqualified or
       suspended before the computation of votes on the Plan;
       and

  (iv) holder of a claim for which a proof of claim has been
       filed with the Court and entered on the Official Claims
       Register on or before the Voting Deadline.

However, the assignee of a transferred and assigned claim will be
permitted to vote a claim only if the transfer and assignment has
been noted by the Court as of the close of business on the Record
Holder Date.

With respect to holders of Class E General Unsecured Claims and
Class F Subordinated Claims:

   (a) Vesta mailed by Nov. 13, 2006, a sealed solicitation
       package to each Voting Holder, which included:

          * notice of the Plan confirmation hearing and related
            matters;

          * a copy of the Disclosure Statement, including the
            Plan);

          * a ballot;

          * a copy of a letter from the Official Committee of
            Unsecured Creditors in Vesta's case endorsing the
            Plan; and

          * a copy of the order approving the Disclosure
            Statement.

   (b) With respect to a claimholder for which a proof of claim
       is filed after the Solicitation Package Mailing Date but
       before the Voting Deadline, the Debtor mailed a
       Solicitation Package to that holder on or before one
       business day after that proof of claim is entered on the
       official claims register.

   (c) All Voting Holders will mail their Ballots to the Voting
       Agent.

With respect to voting by holders of Class G Shareholder
Interests, Vesta will mail to Computershare on Nov. 16, 2006,
a sufficient number of copies of the Solicitation Package,
including Master Ballots, for Computershare to mail a
Solicitation Package to each Voting Holder on the Computershare
List.

By Nov. 20, 2006, Computershare will deposit a sealed
Solicitation Package to each Voting Holder identified on the
Computershare List.  Each Voting Holder on the Computershare List
will mail his Ballot to Computershare on or before Dec. 14, 2006.

Vesta will mail copies of the Solicitation Package to ADP on
Nov. 16, 2006.  Each Voting Holder on the ADP Shareholder
List will mail his Ballot to ADP no later than Dec. 14, 2006.

In connection with the solicitation of votes from the holders of
Class C Senior Note/Debenture Claims and Class D Junior Debenture
Claims, the Court authorizes the Voting Agent to send a letter to
the Depository Trust Company.

Judge Bennett authorizes Vesta to rely on the lists maintained
by ADP and DCT of holders of Senior Note/Debenture Claims and
of holders of Junior Debenture Claims, in effect as of
Nov. 10, 2006.

With respect to voting by holders of Class C Senior Note/
Debenture Claims and Class D Junior Debenture Claims, Vesta will
send on or before the Solicitation Package Mailing Date a copy of
the Solicitation Package, together with Master Ballot and the DTC
Cover Letter.  DTC will post by Nov. 15, 2006, a copy of each
document in the Solicitation Package, plus copies of the Master
Ballot, the notice issued by the Court of the bar date for proofs
of claim, and the DTC Cover Letter, and send an alert to each
banker, broker, or other agent, intermediary or nominee
identified on its participation list.

Each Voting Holder will mail his Ballot to the DTC Nominee on or
before December 6, 2006.  ADP will deposit by November 20, 2006,
a sealed Solicitation Package to each Voting Holder identified on
the Debt Holder List.

                 Confirmation Hearing on Dec. 21

A hearing on Vesta's Plan confirmation is set for Dec. 21, 2006,
at 9:30 a.m.  Confirmation objections to Vesta's Plan must
be served on or before Dec. 18, 2006, at 4:00 p.m.

A full-text copy of Vesta's Second Amended Disclosure Statement
is available for free at http://ResearchArchives.com/t/s?156b

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III L.P. filed an involuntary chapter 7 petition against the
Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The Company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered the Order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.  (Vesta
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VESTA INSURANCE: Wants Panel to Vote on Gaines' Liquidation Plan
----------------------------------------------------------------
Vesta Insurance Group Inc. asks the U.S. Bankruptcy Court for the
Northern District of Alabama, to authorize, on its behalf, the
Official Committee of Unsecured Creditors appointed in its case
to:

   -- cast any ballot in J. Gordon Gaines Inc.'s Chapter 11
      case, and

   -- file any objection, if any, to Gaines' Plan of Liquidation.

Each of the Debtors and their counsel, Parker, Hudson, Rainer &
Dobbs LLP, believe that the Liquidation Plans meet the needs of
each Debtor and its estate.  Furthermore, the Plans and
Disclosure Statements have been modified in consultation with
various parties-in-interest in each case.

However, each of the Debtors has a claim or interest that it
asserts against or in the other and, therefore, must cast a
ballot in the other Debtor's case and take other action deemed
appropriate, if any, in connection with confirmation of the other
Debtor's Plan.

In recognition of those cross-company claims and interests, each
of the Debtors wants to assure that complete and independent
consideration of the potential impact of each Debtor's plan on
the other Debtor's claims or interests has occurred.

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines, Inc., is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The Company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered the Order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.  (Vesta
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VULCAN ENERGY: Merger Cues Moody's to Hold Senior Ratings at Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded Pacific Energy Partners, L.P
senior unsecured ratings to Baa3 and withdrew general partner LB
Pacific, L.P.'s ratings, completing a review begun June 13, 2006
upon PPX's reported agreement to be acquired by Vulcan Energy
Corporation's wholly-owned subsidiary Plains All American Pipeline
L.P.  LBP's debt was retired.

These actions coincide with the completion of that merger.

PAA's existing Baa3 senior unsecured and Vulcan Energy
Corporations' Ba2 senior secured ratings were affirmed, as was
Vulcan's Ba1 Corporate Family Rating which encompasses the
Vulcan/PAA group, now pro-forma for PPX.

The rating outlook is stable.

Using the Loss Given Default methodology, Moody's affirms Vulcan's
Ba1 Probability of Default Rating, Ba2 senior secured Term Loan
rating, and Ba2 secured revolving credit facility rating, with the
methodology also assessing the secured facilities at LGD 6.

While the rating outlook for the merged group is stable, pro-forma
leverage on EBITDA exceeds the range Moody's deems compatible with
PAA's Baa3 rating.  PAA's ability to retain its stable outlook
depends upon a significant equity offering by first quarter 2007
to both fulfill its stated intention for 50% equity funding for
the PPX acquisition and to reduce leverage on expected EBITDA.  At
PAA's long-term leverage target of 50% Debt/Capital, its leverage
tendencies are generally not conservative for the ratings.

The outlook and potentially the ratings are also dependent on PAA
not materially expanding its credit intensive merchant marketing
and trading activity and its proprietary hedged contango trading
activity before core leverage reduction.

PAA acquired LB Pacific's interests in PPX for $700 million in
cash, including its 2% general partnership interest, incentive
distribution rights, 2.6 million of PPX common units, and
7.8 million PPX subordinated units.  PAA acquired PPX's remaining
equity units in a tax free unit-for-unit exchange, in which PPX
unit holders received 0.77 PAA common units in exchange for each
PPX unit.  PAA also assumed PPX's approximately $425 million of
senior notes and repaid PPX's outstanding revolving credit debt.
All PAA subsidiaries and PPX's non-regulated subsidiaries will
guarantee the PAA and PPX notes.

Moody's views the PAA/PPX merger to be favorable strategic moves
for each firm.  It also reduces the proportion of PAA's assets and
cash flow in the merchant segment.  However, the acquisition was
also comparatively expensive, neither the scale nor the timing of
merger synergies is assured, and each firm faces substantial
growth capital spending.  Coupled with the constant heavy cash
distributions that are basic to master limited partnerships, this
reduces the likelihood of organically reduced leverage during
2007.  To partly reduce the burden of distributions, PAA's general
partner has agreed to forego
$20 million of incentive distributions in 2007 and a total of
$65 in incentive distributions through 2011.

Over time, Moody's has found PAA's general partner to have been
consistently supportive of sound long-term business and financial
policies.

PAA's investment grade ratings reflect that its funding strategy
has historically included pre-funding a portion of its equity
requirements for acquisitions.  At today's closing, the PPX
acquisition has been roughly 42% equity funded.  However, PAA
considers roughly 50% of its $163 million direct equity placement
in July and Aug. 2006 to also be pre-funding for the PPX
acquisition.  To issue the remaining equity needed to bring the
funding total to 50%, PAA has stated its intention to issue
significant equity before the end of first quarter 2007.

PAA's pro-forma long-term debt to total capital would be roughly
49% and pro-forma total debt to total capital would be roughly
59%.  Total pro-forma long-term debt would be roughly
$2.6 billion.

Pro-forma June 30, 2006 LTM EBITDA approximated $586 million.
Moody's expect pro-forma LTM interest expense to be roughly
$175 million and 2006 pro-forma capital spending to be roughly
$460 million including portions of the $64 million phase II St.
James Terminal expansion and $48 million phase VI Cushing terminal
expansion.

In addition to roughly $30 million of available cash, PAA has
adequate funding capability for the remaining portion of its
roughly $535 million 2006-7 proforma capital program.

Though PAA has successfully controlled its large merchant
marketing and trading business this decade, Moody's views such
credit intensive cash flows to have limited long-term debt
capacity and that a higher proportion of fee and tariff income
would be ratings supportive.  Since PPX conducted a small level of
such activity, the merger substantially boosts the fee and tariff
component of PAA's pro-forma cash flow mix to almost 70%. Greater
visibility on any durable fee-based gathering cash flows within
the merchant and gathering segment of PAA's business would enable
a more specific dimensioning of its total more durable core cash
flows.

PPX's principal assets are 4,000 miles of crude oil pipelines, 550
miles of refined products pipelines, 13.5 million barrels of crude
oil storage capacity, and 7.5 million barrels of refined products
storage capacity.  PAA will benefit from several forms of
strategic advantages and diversification with the PPX merger, as
well as from the larger pro-forma capitalization and business
scale.

PAA will be a major participant in the growing crude oil import
markets along the West Coast, Gulf Coast, and the north-to-south
movement of conventional and synthetic crude oil from Canada to
the U.S.

PPX also provides PAA with immediate scale entry into the West and
East Coast refined products market via its refined product storage
and terminal assets in the San Francisco Bay Area and Philadelphia
areas, with the latter injecting PAA into to the major Atlantic
Basin refined products market.  PPX's Long Beach Harbor storage
and terminal assets give PAA direct access to growing Southern
California crude oil imports that are replacing falling California
and Alaskan production.

PAA also gains PPX's pending Port of Los Angeles Pier 400
deepwater terminal project, awaiting final review, environmental,
and project approvals from the Port and City of Los Angeles.  PPX
intensifies PAA's system taking imported Canadian crude oil to
Rocky Mountain and Midwest markets and integrates imported
Canadian crude oil with the strategic Cushing storage hub where
PAA is a major player.

Plains All-American Pipeline, L.P. is headquartered in Houston,
Texas.


WASTE CONNECTIONS: Buying Waste Management's Southeast Operations
-----------------------------------------------------------------
Waste Connections Inc. signed an agreement to acquire collection,
transfer, and disposal operations in the Southeast from a
subsidiary of Waste Management Inc.

The completion of the acquisition is subject to local consents,
which are expected to be obtained within 60 days.

The Company has also completed the refinancing of its senior
credit facility, which reduces its revolving credit facility from
$850 million to $750 million, lowers its current interest rates on
the facility, extends the revolving credit facility's maturity to
January 2012, and includes pre-approval to increase the facility
size by an additional $250 million in the future.  The Company
currently has approximately $450 million utilized and an
additional $550 million of either available or pre-approved
capacity under its revolving credit facility.

Ronald J. Mittelstaedt, chairman and chief executive officer,
said, "The reduction in borrowing costs to near investment grade
pricing is a result of both the continuing improvement in our
financial profile and the strong support of our lending group.  We
decreased the size of the credit facility to eliminate a portion
of excess capacity put in place earlier this year for additional
flexibility in redeeming our convertible notes, which we completed
in the second quarter.  We also are pleased to announce the Waste
Management acquisition.  This acquisition brings the year-to-date
acquired annualized revenue either signed or closed to
approximately $50 million."

Based in Folsom, California, Waste Connections, Inc.,
-- http://www.wasteconnections.com/--is a regional, integrated
solid waste services company.  Through its operating subsidiaries,
it provides solid waste collection, transfer, disposal and
recycling services to residential, industrial and commercial
clients in secondary markets of the Western and Southern US.

                           *     *     *

As reported in the Troubled Company Reporter on March 20, 2006
Moody's Investors Service affirmed its B1 subordinated debt rating
on Waste Connections Inc.'s $175 million of floating rate
convertible subordinated notes due 2022 and the Ba2 Corporate
Family Rating on the Company.  The outlook is positive.


WENDY'S INT'L: Gets Tenders for 27,887,000 Common Shares
--------------------------------------------------------
Wendy's International Inc. announced that based on a preliminary
count by American Stock Transfer & Trust Company, the depositary
for tender offer, a total of approximately 27,887,000 common
shares were properly tendered and not withdrawn in the "Dutch
Auction" tender offer.

The Company disclosed that 22,418,000 common shares were properly
tendered and not withdrawn at prices at or below the purchase
price.  The tender offer expired at 5:00 p.m., Eastern Time, on
Nov. 16, 2006.

The Company also disclosed that it expects to accept for purchase
approximately 22,418,000 of its common shares, including
approximately 4,644,000 shares tendered through guaranteed
delivery procedures and 90,000 shares tendered subject to
conditions, at a purchase price of $35.75 per share, for a total
cost of approximately $800 million.

Shareholders who deposited common shares in the tender offer at or
below the purchase price will have all of their tendered common
shares purchased, subject to certain limited exceptions.

The number of shares to be purchased and the purchase price per
share are preliminary, the Company disclosed.  Final results for
the tender offer will be determined subject to confirmation by the
depositary of the proper delivery of the shares validly tendered
and not withdrawn.  Payment for the shares accepted for purchase
will occur after the completion of the confirmation process.

The number of shares the Company expects to purchase in the tender
offer represents approximately 19% of its currently outstanding
common shares.  In the tender offer, the Company offered to
purchase up to approximately 22.2 million of its common shares at
a price between $33 and $36 per share, for a maximum aggregate
repurchase price of up to $800 million.  The Company also had the
right to purchase up to an additional 2% of its shares outstanding
in the event more than 22.2 million shares were tendered without
extending the offer.

All inquiries about the tender offer are to be directed to the
information agent, Georgeson Inc., at 1-866-277-0928.

Headquartered in Dublin, Ohio, Wendy's International Inc.
-- http://www.wendysintl.com/-- and its subsidiaries operate,
develop, and franchise a system of quick service and fast casual
restaurants in the United States, Canada, and internationally.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Moody's Investors Service held its Ba2 Corporate Family Rating for
Wendy's International Inc.

Additionally, Moody's held its Ba2 ratings on the company's
$200 million 6.25% Senior Unsecured Notes Due 2011 and $225
million 6.2% Senior Unsecured Notes Due 2014.  Moody's assigned
the debentures an LGD4 rating suggesting noteholders will
experience a 54% loss in the event of default.


WERNER LADDER: Wants to Expand PwC's Scope of Duties as Auditor
---------------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates seek authority from the U.S. Bankruptcy Court
for the District of Delaware to expand the scope of employment of
PricewaterhouseCoopers LLP as their tax advisors and auditors,
subject to the terms and conditions of the two engagement letters
dated Sept. 7, 2006, between the Debtors and PwC.

PwC has agreed to provide these additional services:

   (1) audit the Werner Holding Co. (DE), Inc., Employee Savings
       Plan as required by the Employees Retirement Income
       Security Act of 1974, as subsequently amended;

   (2) audit the Retirement Plan for Employees of Werner Holding
       (DE), as required by ERISA; and

   (3) perform all other tax and auditing services as may be
       requested by the Debtors in their Chapter 11 cases.

Under the supplement application, the Debtors will pay for the
Additional Services based on the hourly rates of PwC's personnel:

            Designation                   Hourly Rate
            -----------                   -----------
            Partner                          $600
            Manager                          $280
            Senior Associate                 $200
            Associate                        $130
            Intern                           $100
            Administrative Staff              $80

The Debtors will also reimburse PwC for its reasonable expenses
incurred in connection with the provision of the Additional
Services.

Brian W. Smith, a partner at PwC, reiterates that the firm is a
disinterested person as the term is defined Sections 101(14) and
1107(b) of the Bankruptcy Code, and that the firm represents no
interest adverse to the Debtors and their estates.

                       About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The firm of Willkie Farr & Gallagher LLP serves as the Debtors'
counsel.  Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and
Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP,
represents the Debtors as its co-counsel.  The Debtors have
retained Rothschild Inc. as their financial advisor.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's financial
advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WESTERN MEDICAL: Asks Court's Nod for Apria Contracts Assumption
----------------------------------------------------------------
Western Medical Inc. asks the U.S. Bankruptcy Court for the
District of Arizona to approve the assumption of provider
contracts between the Debtor, the Area Agency on Aging and Las
Fuentes Care Center.  The Debtor further seeks consent on the
contemporaneous assignment of the contracts to Apria Healthcare,
Inc., the designated purchaser of the Debtor's assets.

In addition, Debtor moves to reject those remaining contracts and
leases not assumed.

Under an Asset Purchase Agreement, Apria was given 60 days from
the closing of the asset sale on Aug. 25, 2006, to designate the
contracts and leases it wanted to assume.  Because Apria was to be
responsible for all accruing costs associated with the contracts
and leases during the 60-day period, it provided a list of those
contracts and leases it was initially interested in, and advised
the Debtor that all contracts and leases not on the list could be
rejected.

Subject to Court approval, Apria has elected to receive an
assignment from the Debtor of two provider contracts, the Area
Agency on Aging contract and the Las Fuentes Care Center contract.

                  Computers Unlimited Objection

Computers Unlimited, a hardware and software distributor,
questions the inclusion of the Software License and Equipment
Purchase Agreement between Western Medical, Apria Healthcare and
Computers Unltd. on the list of contracts being rejected.

A full-text copy of the List of Contracts for Rejection is
available for free at http://ResearchArchives.com/t/s?1550

A full-text copy of the Software License Purchase Agreement is
available for free at http://ResearchArchives.com/t/s?1551

Headquartered in Phoenix, Arizona, Western Medical, Inc.
-- http://www.westernmedicalinc.net/-- sells and distributes
medical and hospital equipment.  The company filed for chapter 11
protection on June 15, 2006 (Bankr. D. Ariz. Case No. 06-01784).
Brenda K. Martin, Esq., at Osborn Maledon, P.A., represents the
Debtor.  Pachulski Stang Ziehl Jones and Weintraub LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it estimated assets
between $1 million to $10 million and debts between $10 million
and $50 million.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
AMR Corp.               AMR        (514)       30,128   (1,202)
Clorox Co.              CLX         (55)        3,539      (20)

                             *********

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 ***