TCR_Public/061122.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, November 22, 2006, Vol. 10, No. 278

                             Headlines

ADVANCED VENDING: Gets Final Nod on $142,500 DIP Financing
ADVANCED VENDING: Wants Wilkins Crews as Accountants
ADVOCACY & RESOURCES: Ch. 11 Trustee Hires Peisner Johnson as CPA
ADVOCACY & RESOURCES: John Heldreth to Oversee Inventory Sale
AIR CANADA: Inks Pact Selling 25 Million of Variable Voting Shares

AMERICAN CELLULAR: Earns $4.4 Million in Quarter Ended Sept. 30
ANVIL KNITWEAR: Committee Taps Milbank Tweed as Bankruptcy Counsel
ATLANTIC EXPRESS: Moody's Affirms Junk Rating on Senior Secured
BEAR STEARNS: Moody's Rates Class B-4 Certificates at Ba1
BERTHEL GROWTH: Sept. 30 Balance Sheet Upside-Down by $5 Million

BETH ISRAEL: Court Extends Cash Collateral Access to February 28
BETH ISRAEL: Court Extends Exclusive Plan Filing Period to March 7
BETH ISRAEL: Inks $36.7 Mil. Asset Purchase Pact with St. Mary's
BIG LIME: Case Summary & 20 Largest Unsecured Creditors
BISON BUILDING: Case Summary & 20 Largest Unsecured Creditors

BPS PRINTING: Case Summary & 20 Largest Unsecured Creditors
BROOK MAYS: Hires CF & Co. to Audit 401(k) Retirement Plan
BROOK MAYS: Taps Houston Champions to Sell Houston Properties
CALPINE CORP: Sells Gas Turbines and Generators for $112 Million
CALPINE CORP: Wants Stay Extended to Include Pogo Arbitration

COLETTA JONES: Case Summary & Eight Largest Unsecured Creditors
COMCAST CORP: Buys Disney's Stake in E! Networks for $1.23 Billion
COMMUNITY HEALTH: Added Debt Cues Fitch to Hold Low-B Ratings
COMPLETE RETREATS: Excl. Plan-Filing Period Extended to Feb. 18
COMPLETE RETREATS: Sells Assets to Ultimate Resort for $98MM Cash

CONSECO INC: Fitch Holds Issuer Default Rating at BB+
CONTECH CONSTRUCTION: Planned CDS Purchase Prompts Moody's Review
CORUS GROUP: Companhia Siderurgica Spoils Tata's Acquisition Bid
CROWN CITY: Voluntary Chapter 11 Case Summary
DANA CORP: Court Approves Uniform Claims Objection Procedures

DANA CORP: Gets Court OK to Assume Tennessee Power Supply Contract
DAVID DEEDS: Voluntary Chapter 11 Case Summary
DELTA AIR: Pilots Meet to Protect Profession Against Management
DELTA AIR: To Recall 700 Additional Maintenance Professionals
DELTA AIR: Workers Object to US Airways Merger Offer

DENNY'S HOLDINGS: Moody's Ups Corp. Family Rating to B1 from B2
DURA AUTOMOTIVE: Can Access $300-Mil. Goldman Sachs DIP Financing
ENRON CORP: CalPX Wants Its $992,507 Administrative Claim Paid
ENRON CORP: Reaches Stipulation Resolving L/C Claim Distribution
EXIDE TECHNOLOGIES: Files 2006 Third Quarter Operating Report

FLYI INC: Court Okays Disclosure Statement Explaining Amended Plan
FORD MOTOR: Restates First and Second Quarter Financial Statements
FORD MOTOR: SEC Wants Additional Disclosure on Restated Financials
FOSTER WHEELER: Earns $54.6 Million in Quarter Ended September 30
FREEPORT-MCMORAN: Inks Merger Pact With Phelps Dodge for $25.9 BB

FREEPORT-MCMORAN: Phelps Dodge Purchase Prompts Moody's Review
FREEPORT-MCMORAN: $25.9-Bil. Purchase Deal Cues S&P's CreditWatch
GLOBAL POWER: Gets $85MM DIP Financing Pledge From Morgan Stanley
GRACELINE LAKEWOOD: Involuntary Chapter 11 Case Summary
GRANITE BROADCASTING: Does Not Have Enough Cash to Pay Interest

GRANITE BROADCASTING: Has $82M Working Capital Deficit at Sept. 30
HARRAH'S ENT: Earns $442 Million in 2006 Third Quarter
HARRISON DOOR: Case Summary & 40 Largest Unsecured Creditors
HCA INC: Leveraged Buyout Closing Prompts Moody's to Junk Rating
HCA INC: Fitch Lowers Issuer Default Rating to B from BB+

HI-LIFT OF NEW YORK: Cash Collateral Use Hearing Set for Nov. 29
INGRESS CBO: Moody's Junks Rating on $21MM Class C Notes Due 2040
INTERGRAPH CORP: Moody's Cuts First Lien Loans' Rating to B1
INTERTAPE POLYMER: S&P Pares Corp. Credit Rating to B- from B+
JAMES ACKERMAN: Case Summary & 20 Largest Unsecured Creditors

JHT HOLDINGS: High Leverage Cues S&P's B+ Corp. Credit Rating
JP MORGAN: Moody's Rates Class M-10 Certificates at Ba1
KARA AT MONROE: Case Summary & 36 Largest Unsecured Creditors
KMART CORP: Inks Pact Resolving HSBC's Claim Nos. 36375 and 57876
KMART CORP: Reports Revenues for 13-Week Ended October 28

LAIDLAW INTERNATIONAL: Moody's Assigns Loss-Given-Default Ratings
LAKE AT LAS VEGAS: Moody's Lowers Senior Bank Debt Rating to B3
LAKE SHORE: Case Summary & 16 Largest Unsecured Creditors
LEAR CORP: S&P Rates $300-Mil. and $400-Mil. Sr. Notes at B-
LEAR CORP: Moody's Places B3 Rating on New $700-Mil. Notes Offer

LIMERICK MINES: Defaults on Noront Resources Option Agreement
LIQUITEK ENT: Case Summary & 20 Largest Unsecured Creditors
LUCENT TECHNOLOGIES: $11.8-Billion Deal with Alcatel Approved
LUCENT TECHNOLOGIES: Reserves $284MM for Winstar Contract Dispute
MANTIFF-ALG: Voluntary Chapter 11 Case Summary

MASTR: Monthly Losses Cue S&P's Negative CreditWatch on Ratings
MEGA-C POWER: Chapter 11 Reorganization Plan Consummated
MERRILL LYNCH: Fitch Holds Low-B Rating on Two Certificate Classes
MEZZCAP: Fitch Lifts Rating on $1.1 Mil. Class J Certs to BB+
MICHELLE PETRUZZELLI: Case Summary & 18 Largest Known Creditors

MOMENTIVE PERFORMANCE: Moody's Junks Rating on $595MM Sr. Notes
MOMENTIVE PERFORMANCE: S&P Assigns B Long-Term Corp. Credit Rating
NASDAQ STOCK: London Stock Exchange Rejects EUR2.7 Billion Bid
NASDAQ STOCK: Third Quarter Net Income Increases to $30.2 Million
NASDAQ STOCK: London Stock Offer Cues S&P's Negative Watch

OM GROUP: Nickel Biz Sale Cues Moody's to Affirm B2 Rating
OVERSEAS SHIPHOLDING: Moody's Assigns Loss-Given-Default Ratings
OWENS CORNING: Reaches Pact With CFI Resolving $3.8MM In Claims
PATHMARK STORES: Moody's Junks Corporate Family Rating
PETRO STOPPING: Moody's Assigns Loss-Given-Default Ratings

PLASTECH ENGINEERED: S&P Holds Corp. Credit Rating at B+
QC RIDGLEY: Case Summary & Five Largest Unsecured Creditors
QUALITY DISTRIBUTION: Moody's Assigns Loss-Given-Default Ratings
RADIOLOGIX INC: Posts $714,000 Net Loss in 2006 Third Quarter
RADNOR HOLDINGS: Edward Rock Okayed as Panel's Litigation Advisor

RAIT CRE: Moody's Rates $35MM Class J Floating Rate Notes at Ba2
REFCO INC: Ch. 11 Trustee Wants to Collect $1-Million in Fees
RIGEL CORP: Court Sets December 28 as Deadline for Filing Claims
SEA CONTAINERS: U.K. Regulator May Issue Financial Directions
SEA CONTAINERS: Taps Carter Ledyard as Special Counsel

SEA CONTAINERS: Wants to Extend Time to File SALS and SOFAS
SITI-SITES.COM: Stockholders Approve Final Liquidation Plan
SMART ONLINE: Adds Three Directors and Increases Board Size to Six
SPIRIT AEROYSTEMS: Prices Initial Public Offering of 55MM Shares
SPRINT NEXTEL: Credit Guarantees Cue Moody's Ratings Withdrawal

STANDARD STEEL: Moody's Assigns Loss-Given-Default Ratings
STEEL PARTS: Creditors' Panel Hires Honigman Miller as Counsel
STEEL PARTS: Selling All Assets to Resilience for $14 Million
TALECRIS BIOTHERAPEUTICS: S&P Holds Sr. Secured Rating at BB-
TISHMAN SPEYER: Moody's Places Corp. Family Rating at Ba2

TRINITY INDUSTRIES: Moody's Assigns Loss-Given-Default Ratings
TWL CORP: Chisholm Bierwolf Raises Going Concern Doubt
TWL CORP: Sept. 30 Stockholders' Deficit Increases to $25 Million
UBIQUITEL OPERATING: Moody's Withdraws B3 Rating on $420MM Notes
US CONCRETE: Earns $11.2 Million in Quarter Ended September 30

US AIRWAYS: Delta Workers Object to Merger Offer
US SHIPPING: Moody's Assigns Loss-Given-Default Ratings
VERTEX BROADBAND: Voluntary Chapter 11 Case Summary
WALL STREET SUITES: Files for Chapter 11 Protection in New York
WALL STREET SUITES: Case Summary & 20 Largest Unsecured Creditors

WALL STREET SUITES: Unsecured Creditors to Receive 54% of Claims
WERNER LADDER: Names James Loughlin as Chief Executive Officer
WINN-DIXIE STORES: Emerges From Chapter 11 Protection
WINSTAR COMMS: Lucent Reserves $284 Million for Winstar Dispute
YRC WORLDWIDE: Moody's Assigns Loss-Given-Default Ratings

* Alvarez & Marsal Expands in Phoenix, Names Two New Professionals
* NachmanHaysBrownstein Names Alex Popovich as Managing Director

* Upcoming Meetings, Conferences and Seminars

                             *********

ADVANCED VENDING: Gets Final Nod on $142,500 DIP Financing
----------------------------------------------------------
The Honorable John C. Cook of the U.S. Bankruptcy Court for the
Eastern District of Tennessee, Southern Division, authorized
Advanced Vending Systems Inc., on a final basis, to obtain up to
$142,500 in postpetition financing from Pioneer Financial Services
Inc. N.A.

As reported in the Troubled Company Reporter on Oct. 3, 2006,, the
Court gave the debtor interim authority to borrow from Pioneer
Financial in order to fund additional inventory purchases as well
as payroll and insurance payments.

As adequate protection, the Court directed the Debtor to furnish
Pioneer Financial with certificates of title for its vehicles, for
sale and leaseback to the Debtor pursuant to an equipment lease
agreement the parties had entered into.

Headquartered in Ringgold, Georgia, Advanced Vending Systems, Inc.
-- http://www.avsvend.com/-- operates snack food vending
machines.  The Company filed for chapter 11 protection on Aug. 7,
2006 (Bankr. E.D. Tenn. Case No. 06-12523).  Richard C Kennedy,
Esq., at Kennedy, Koontz & Farinash, and Thomas L. N. Knight,
Esq., at Grisham, Knight and Hooper, represent the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case to date.  When the
Debtor filed for protection from its creditors, it estimated less
than $50,000 in assets and estimated debts between $10 million and
$50 million.


ADVANCED VENDING: Wants Wilkins Crews as Accountants
----------------------------------------------------
Advance Vending Systems Inc. asks the U.S. Bankruptcy Court for
the Eastern District of Tennessee, Southern Division, for
permission to employ Wilkins Crews & Associates P.C. as its
accountants.

Wilkins Crews will prepare tax returns and perform accounting
analysis for the Debtors.

George P. Crews, a CPA and partner at the Firm, discloses that he
will bill at $220 per hour for this engagement.  The billing rates
for the firm's other professionals are:

     Professional            Hourly Rate
     ------------            -----------
     Wendey Gatewood             $130
     Misty Bryan                  $85
     Paul Burney                  $35

Mr. Crews assures the Court that his firm does not hold any
interest adverse to the Debtor's creditors or estates and is
disinterested pursuant to Section 101(14) of the Bankruptcy Code.

Mr. Crews can be reached at:

     George P. Crews, CPA
     Wilkins Crews & Associates P.C.
     430 Chestnut St., 4th Floor
     Chattanooga, TN 37402
     Tel: (423) 266-5177
     Fax: (423) 266-5170
     http://www.wchcpa.com/

Headquartered in Ringgold, Georgia, Advanced Vending Systems, Inc.
-- http://www.avsvend.com/-- operates snack food vending
machines.  The Company filed for chapter 11 protection on
Aug. 7, 2006 (Bankr. E.D. Tenn. Case No. 06-12523).  Richard C
Kennedy, Esq., at Kennedy, Koontz & Farinash, and Thomas L. N.
Knight, Esq., at Grisham, Knight and Hooper, represent the Debtor
in its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case to date.  When the
Debtor filed for protection from its creditors, it estimated less
than $50,000 in assets and estimated debts between $10 million and
$50 million.


ADVOCACY & RESOURCES: Ch. 11 Trustee Hires Peisner Johnson as CPA
-----------------------------------------------------------------
The Honorable Keith M. Lundin of the U.S. Bankruptcy Court for the
Middle District of Tennessee in Cookeville has authorized Michael
E. Collins, Esq., chapter 11 Trustee for Advocacy and Resources
Corporation, to retain Peisner Johnson & Company, LLP, as
Certified Public Accounts.

Peisner Johnson will provide special tax consulting services to
the Trustee in connection with reviewing and evaluating the
Debtor's books and recorded to identify potential refunds relating
to federal, state, and local sales and use taxes.  The firm is
expected to:

     a) conduct a detailed review and analysis of the Debtor's
        sales and use tax records;

     b) copy those invoices and other documents that may qualify
        for a tax refund;

     c) research the applicable issues and schedule those items
        qualifying for refunds and provide the Trustee with a
        detailed report of all areas of state and federal tax
        relief, along with the documentation in support of its
        position;

     d) upon the Trustee's approval, file the appropriate refund
        claims or amend state, local or excise tax returns as
        necessary; and

     e) perform any other services commensurate with Trustee's
        needs and Peisner's expert knowledge in connection with
        sales or tax use matters.

Peisner has agreed to limit its compensation to 50% of any
recovery, subject to the provisions of Section 328 of the
Bankruptcy Code.

Peisner assures the Court that it does not represent any adverse
interest to the Debtor or the Debtor's estate.  The firm can be
reached at:

        Peisner Johnson & Company, LLP
        3030 LBJ Freeway, Suite 1600
        Dallas, TX 75234

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).  Michael E. Collins, Esq.,
serves as Chapter 11 Trustee.  Manier & Herod, PC, represents Mr.
Collins.  When the Debtor filed for chapter 11 protection, it
estimated assets and debts between $10 million and $50 million.


ADVOCACY & RESOURCES: John Heldreth to Oversee Inventory Sale
-------------------------------------------------------------
The Honorable Keith M. Lundin of 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, to retain John Heldreth & Associates.

John Heldreth will handle sale of the Debtor's remaining
inventory.  The firm's responsibilities include:

     a) giving notice to potential buyers of the remaining
        inventory of the Debtor;

     b) requesting bids from potential buyers on the remaining
        inventory of the Debtor; and

     c) conducting private sales of the remaining inventory of the
        Debtor.

The firm will be compensated from the proceeds of the sale in
accordance with Section 506(c) of the Bankruptcy Code.
Compensation will be subject to the Court's approval.

John Heldreth assures the Court that it does not represent any
adverse interest to the Debtor's estate.  The firm can be reached
at:

       John Heldreth & Associates
       919 West Main Street, Ste. L4
       Hendersonville, TN 37075

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).  Michael E. Collins, Esq.,
serves as Chapter 11 Trustee.  Manier & Herod, PC, represents Mr.
Collins.  When the Debtor filed for chapter 11 protection, it
estimated assets and debts between $10 million and $50 million.


AIR CANADA: Inks Pact Selling 25 Million of Variable Voting Shares
------------------------------------------------------------------
ACE Aviation Holdings Inc. and Air Canada entered into agreements
with a group of underwriters to sell an aggregate of 25 million
Class A Variable Voting Shares and Class B Voting Shares in the
capital of Air Canada at a price of $CDN21 per Offered Share, of
which an aggregate of 9,523,810 Variable Voting Shares and Voting
Shares are being issued and sold by Air Canada for gross proceeds
of $200 million, and an aggregate of 15,476,190 Variable Voting
Shares and Voting Shares are being sold by ACE Aviation Holdings
Inc., Air Canada's sole shareholder, for gross proceeds of
$325 million.

In addition, ACE granted the underwriters an over-allotment option
to purchase up to an additional 3.75 million shares representing
15% of the Offered Shares, for a period of up to 30 days following
closing.  The offering is expected to close on or about
Nov. 24, 2006.  An aggregate of 100 million Class A Variable
Voting Shares and Class B Voting Shares in the capital of Air
Canada will be issued and outstanding.

ACE will retain control of Air Canada through a 75% majority
interest (71.25% in the event that the over-allotment option is
exercised in full).  Air Canada will use its proceeds from the
treasury offering for general corporate purposes, including the
partial funding of its fleet renewal program.  Air Canada will not
receive any of the proceeds from the secondary offering of Air
Canada shares by ACE or from the exercise of the underwriters'
over-allotment option, if any.

The underwriting syndicate is led by RBC Capital Markets,
Citigroup Global Markets Canada Inc. and TD Securities Inc. and
also includes BMO Nesbitt Burns Inc. and CIBC World Markets Inc.

Following the completion of the offering and the pre-closing
transactions referred to in the final base PREP prospectus,
management expects that Air Canada will have cash and cash
equivalents in excess of $2 billion.  In addition, Air Canada will
also have access to a $400 million senior secured revolving credit
facility pursuant to an amended and restated credit agreement
entered into with a syndicate of lenders with Bank of Montreal
acting as the administrative agent.  The facility will be used by
Air Canada for working capital and general corporate purposes and
will become effective upon the satisfaction of certain customary
conditions, including the completion of the offering.

                       About Air Canada

Based in Montreal, Quebec, Air Canada -- http://www.aircanada.com/
-- with Air Canada Jazz and other business units of parent company
ACE Aviation Holdings Inc. -- http://www.aceaviation.com/--  
provides scheduled and charter air transportation for passengers
and cargo to more than 150 destinations, vacation packages to over
90 destinations, as well as maintenance, ground handling and
training services to other airlines.

Air Canada filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.
Sean F. Dunphy, Esq., and Ashley John Taylor, Esq., at Stikeman
Elliott LLP, in Toronto, serve as Canadian Counsel to the carrier.
Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie
Farr & Gallagher, serve as the Debtors' U.S. Counsel.  When the
Debtors filed for protection from their creditors, they listed
CDN$7,816,000,000 in assets and CDN$9,704,000,000 in liabilities.

On Sept. 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.
The airline exited from CCAA protection raising CDN$1.1 billion of
new equity capital.

                          *     *     *

In April 2006, Standard & Poor's Ratings Services raised the long-
term corporate credit rating on ACE Aviation Holdings Inc. to 'B+'
from 'B', while affirming the 'B' long-term corporate credit
rating on its wholly owned subsidiary, Air Canada.  The outlook on
both entities remains stable.


AMERICAN CELLULAR: Earns $4.4 Million in Quarter Ended Sept. 30
---------------------------------------------------------------
American Cellular Corp. delivered its financial results for the
quarter ended Sept. 30, 2006, to the Securities and Exchange
Commission on Nov. 9, 2006.

American Cellular reported a $4,482,715 net income on $136,691,109
of revenues for the three months ended Sept. 30, 2006, versus a
$4,555,631 net income on $132,165,437 of revenues for the three
months ended Sept. 30, 2005.

On Oct. 19, 2006, the Company made the final payment on 85
licenses for which it was the winning bidder in the Federal
Communications Commission's Auction 66.  These licenses, which are
located in portions of Alaska, Kansas, Kentucky, Maryland,
Michigan, Minnesota, Missouri, New Mexico, New York, Ohio,
Oklahoma, Pennsylvania, Texas, Virginia, West Virginia and
Wisconsin, add incremental service areas to the Company's current
coverage, as well as additional spectrum in areas that the Company
currently serves in order to have capacity for increased voice and
data transmission.  The cost to the Company for these licenses was
approximately $65.9 million, of which $17 million had been placed
on deposit as of Sept. 30, 2006.  Licensing from the FCC should
occur by the first quarter of 2007.  Cash used for these
transactions came from cash flows from operations, cash on hand
and cash obtained under the Company's new credit facility.

At Sept. 30, 2006, the Company's balance sheet showed total assets
of $1,684,098,607, and total liabilities of $1,259,753,497.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?1579

American Cellular Corporation is a rural and suburban provider of
wireless communications services in the United States.  American
Cellular Corporation provides wireless telephone service in
portions of Illinois, Kansas, Kentucky, Michigan, Minnesota, New
York, Ohio, Oklahoma, Pennsylvania, West Virginia and Wisconsin.
American Cellular Corporation and ACC Holdings, LLC are owned by
Dobson Communications.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2006,
Fitch assigns a rating of 'BB-' to American Cellular Corporation's
senior secured credit facility.

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


ANVIL KNITWEAR: Committee Taps Milbank Tweed as Bankruptcy Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Anvil Knitwear
Inc. and its debtor-affiliates' chapter 11 cases, asks the
Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York for permission to retain Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Milbank Tweed will:

   (a) advise the Creditors' Committee with respect to its rights,
       powers, and duties in these cases;

   (b) assist and advise the Creditors' Committee in its
       consultations with the Debtors regarding the administration
       of these cases;

   (c) assist the Creditors' Committee in analyzing the claims of
       Anvil's creditors and in negotiating with that creditors;

   (d) assist with the Creditors' Committee's investigation of the
       acts, conduct, assets, liabilities, and financial condition
       of the Debtor and of the operation of its businesses;

   (e) assist the Creditors' Committee in its analysis of, and
       negotiations with, the Debtors or any third party
       concerning matters related to, among other things, the
       terms of a chapter 11 plan or plans for the Debtors;

   (f) assist and advise the Creditors' Committee with respect to
       its communications with the general creditor body regarding
       significant matters in these cases;

   (g) represent the Creditors' Committee at all hearings and
       other proceedings;

   (h) review and analyze all applications, orders, statements of
       operations, and schedules filed with the Court and advise
       the Creditors' Committee as to their propriety;

   (i) assist the Creditors' Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Creditors' Committee's interests and objectives; and

   (j) perform such other legal services as may be required and
       are deemed to be in the interests of the Creditors'
       Committee in accordance with its powers and duties in the
       Bankruptcy Code.

Dennis F. Dunne, Esq., a Milbank Tweed member, discloses the
firm's professionals bill:

        Designation                Hourly Rate
        -----------                -----------
        Partners                   $600 - $500
        of Counsel                 $580 - $705
        Associates &               $225 - $525
        Senior Attorneys
        Legal Assistants           $155 - $295

Mr. Dunne assures the Court that the firm does not represent any
interest adverse to the Debtors' estates.

The Court will convene a hearing on Nov. 30, 2006, at 10:a.m., to
consider the Debtor's request.

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


ATLANTIC EXPRESS: Moody's Affirms Junk Rating on Senior Secured
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Atlantic Express
Transportation Corporation's Senior Secured at Caa2.  The
Probability of Default rating remains Caa2 and the Loss Given
Default Assessment improved to 47% / LGD3.

The outlook was changed to stable.

The ratings affirmation reflects the company's improved operating
results, and the expectation of stable near term financial
performance resulting from the June 2005 extension of the contract
with the New York City Department of Education.

In addition, the extension of the maturities of the $30 million
revolving credit facility and the $4.9 million unsecured note
eases the near-term liquidity pressures.  Nonetheless, the
aggregate of the company's $169 million of debt obligations mature
between Feb. and April of 2008, which will need to be refinanced.

Moody's expects cash flows will be adequate to cover interest
payments due up to the maturities of the various debt facilities.
However only modest operating profits are expected and liquidity
remains very tight, limiting flexibility to address unforeseen
events.  Fiscal 2007's operating results should weigh heavily on
Atlantic Express' ability to achieve a refinancing.

"Expected Debt / EBITDA in fiscal 2007 of about 6.0x could suggest
a B3 Corporate Family rating, but a very modest operating profit
combined with high coupon debt is likely to keep EBIT / Interest
significantly below 1.0x", said Jonathan Root, Moody's analyst.

Under Moody's Loss Given Default methodology, Moody's expects that
holders of the Senior Secured Notes could expect to recover about
78% of their claim in the event of a default.

The stable outlook reflects Moody's view that the company's fiscal
2006 results could signal a turning point in the recent operating
history of Atlantic Express.  Atlantic Express has recorded
significant operating losses and has been reliant on asset sales
for funding operations and interest payments.  This stronger
trend, combined with the company's position as the largest
operator of school bus service to the New York City Public
Schools, should support the company's efforts to stabilize its
capital structure.

Even with the expected modest improvements in operating
performance, the cushion for interest coverage is low, and
liquidity remains limited.

The ratings could be upgraded if results in fiscal 2007 improve
meaningfully over those of fiscal 2006, resulting in Debt / EBITDA
below 5.5x or EBIT / Interest above 0.6x, or if Atlantic Express
takes adequate steps to stabilize its capital structure.

The ratings could be downgraded if Atlantic Express fails to
comply with the minimum EBITDA covenant of the Senior Secured
Notes Indenture, of $23 million, that will be reinstated at
December 31, 2006, if reported operating cash flow is negative for
fiscal 2007 or the prospects for a successful refinancing or other
actions to stabilize the capital structure worsen.

Rating Action:

   * Issuer: Atlantic Express Transportation Corp.

      -- Loss Given Default Assessment, Changed to 47 - LGD3 from
         52 - LGD4

      -- Outlook, Changed to Stable from Negative

Atlantic Express Transportation Corporation, headquartered in
Staten Island, New York, is the fourth largest provider of
outsourced school bus transportation in the United States.  The
company also provides paratransit services to public transit
systems.


BEAR STEARNS: Moody's Rates Class B-4 Certificates at Ba1
---------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Bear Stearns Mortgage Funding Trust 2006-
SL4, and ratings ranging from Aaa to Ba1 to the mezzanine and
subordinate certificates in the deal.

The securitization is backed by fixed-rate, closed-end, Alt-A and
Subprime second lien mortgage loans.  Approximately 75.9% of the
loans were purchased by EMC Mortgage Corporation from various
originators via its conduit correspondent channel and 24.1% were
originated by Bear Stearns Residential Mortgage Corporation.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination, overcollateralization,
excess spread, and an interest rate swap agreement.

Moody's expects collateral losses to range from 6.40% to 6.90%.

EMC Mortgage Corporation will act as master servicer.

These are the rating actions:

   * Bear Stearns Mortgage Funding Trust 2006-SL4

   * Mortgage-Backed Certificates, Series 2006-SL4

                   Class A,   Assigned Aaa
                   Class M-1, Assigned Aaa
                   Class M-2, Assigned Aa2
                   Class M-3, Assigned Aa2
                   Class M-4, Assigned A1
                   Class M-5, Assigned A2
                   Class M-6, Assigned A3
                   Class B-1, Assigned Baa1
                   Class B-2, Assigned Baa2
                   Class B-3, Assigned Baa3
                   Class B-4, Assigned Ba1

The Class B-4 certificates were sold in privately negotiated
transactions without registration under the Securities Act of 1933
under circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under Rule 144A.


BERTHEL GROWTH: Sept. 30 Balance Sheet Upside-Down by $5 Million
----------------------------------------------------------------
Berthel Growth & Income Trust 1 delivered its financial results
for the quarter ended Sept. 30, 2006, to the Securities and
Exchange Commission on Nov. 9, 2006.

The Company reported a $4,525 net income on $39,994 of revenues
for the three months ended Sept. 30, 2006, versus a $186 net loss
on $56,390 of revenues for the three months ended Sept. 30, 2005.

At Sept. 30, 2006, the Company's balance sheet showed a
stockholders' deficit of $5,224,457, compared to a deficit of
$5,425,216 at Dec. 31, 2005.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?157a

Headquartered in Marion, Iowa, Berthel Fisher & Company Inc. --
http://www.berthel.com/-- provides full-service securities
brokerage services for investors, investment banking services for
mature companies and entrepreneurs, leases and loans for growing
businesses, and a full array of insurance products.


BETH ISRAEL: Court Extends Cash Collateral Access to February 28
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
Beth Israel Hospital Association of Passaic authority to continue
using the cash collateral securing repayment of its obligations to
Commerce Bank, National Association, from Nov. 1, 2006, through
Feb. 28, 2007.

Commerce Banks is a secured creditor holding approximately
$21,000,000 in bond obligations.

As adequate protection, the Debtor granted the Bank:

   a) a claim with priority over any and all administrative
      expenses of the kind specified in Section 503(b) or 507(b)
      of the Bankruptcy Code;

   b) a senior lien on the collateral, superior to the lien of the
      Series 2003 Trustee, the Series 2004 Trustee, the Master
      Trustee and the Bank under prepetition loan documents; and

   c) a lien on all assets and property of the bankruptcy estate,
      including proceeds of claims brought under Chapter 5 of the
      Bankruptcy Code, to secure up to $5,000,000 of the last
      dollars owing on the aggregate sum of the prepetition debt
      and sums advanced under the postpetition loan documents.

A cash flow projecting use of the funds has not been filed with
the Court.

                         About Beth Israel

Headquartered in Passaic, New Jersey, Beth Israel Hospital
Association of Passaic, dba PBI Regional Medical Center --
http://www.pbih.org/-- is a 264-bed, non-profit acute care
hospital located in the City of Passaic, New Jersey.  The Medical
Center represents the consolidation of two significant hospitals,
namely Passaic Beth Israel Hospital and the General Hospital
Center of Passaic, and provides medical and health services
including comprehensive cardiac services program, bypass surgery,
electrophysiology, off pump surgery, and others.

The Company filed for chapter 11 protection on July 10, 2006
(Bankr. D. N.J. Case No. 06-16186).  Mark J. Politan, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtor in its restructuring efforts.
Allison M. Berger, Esq., and Hal L. Baume, Esq., at Fox Rothschild
LLP represent the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $50 million and $100 million.


BETH ISRAEL: Court Extends Exclusive Plan Filing Period to March 7
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
extended the exclusive period within which Beth Israel Hospital
Association of Passaic can file a plan of reorganization: from
Nov. 7, 2006, to and including March 7, 2007.

The Court also extended the Debtor's exclusive period within which
it can solicit acceptances to that plan: from Jan. 6, 2007, to and
including May 7, 2007.

The Debtor sought the extension to give way to the sale of
substantially all of its assets.  The Debtor has already filed
pleadings in relation to the asset sale.

The Debtor believes that a successful consummation of the sale of
substantially all its assets will address its liquidity crisis,
maximize the value of its assets as a going concern, and ensure
the continued provision of necessary medical services to the
community.

                         About Beth Israel

Headquartered in Passaic, New Jersey, Beth Israel Hospital
Association of Passaic, dba PBI Regional Medical Center --
http://www.pbih.org/-- is a 264-bed, non-profit acute care
hospital located in the City of Passaic, New Jersey.  The Medical
Center represents the consolidation of two significant hospitals,
namely Passaic Beth Israel Hospital and the General Hospital
Center of Passaic, and provides medical and health services
including comprehensive cardiac services program, bypass surgery,
electrophysiology, off pump surgery, and others.

The Company filed for chapter 11 protection on July 10, 2006
(Bankr. D. N.J. Case No. 06-16186).  Mark J. Politan, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtor in its restructuring efforts.
Allison M. Berger, Esq., and Hal L. Baume, Esq., at Fox Rothschild
LLP represent the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $50 million and $100 million.


BETH ISRAEL: Inks $36.7 Mil. Asset Purchase Pact with St. Mary's
----------------------------------------------------------------
Beth Israel Hospital Association of Passaic seeks permission from
the U.S. Bankruptcy Court for the District of New Jersey to sell
substantially all of its assets to St. Mary's or to a successful
bidder.

Pursuant to an asset purchase agreement, St. Mary's agreed to pay
$36,739,000 for the Debtor's property.

Accordingly, St. Mary's provided an $875,000 good faith deposit
currently being held in the trust account of its counsel, $500,000
of which will be made available as a loan to the Debtor as part of
a debtor-in-possession financing.

St. Mary's has also agreed to lend the Debtor up to an additional
$200,000 of its deposit in February 2007 if necessary to help the
Debtor cover certain operating expenses.

The parties expect the sale transaction to be completed by
Feb. 28, 2007.

Qualified bids on the property will start from $37,839,000, with
increments of $50,000.

To participate in the auction, interested parties must submit bids
higher than the initial bid and must deliver an earnest money
deposit to the Debtor's counsel equal to 10% of the total proposed
purchase price of the property.

St. Mary's, as a stalking-horse bidder, is entitled to a
$1,050,000 breakup fee if a qualified bidder outbids its proposed
purchase price.

                       Interim DIP Financing

On Nov. 13, 2006, the Court authorized the Debtor, on an interim
basis, to obtain up to $5 million in debtor-in-possession
financing.

The term sheet on the DIP Financing contains conditions tied
to the sale of the Debtor's property, including designation of St.
Mary's as stalking-horse bidder.

Commerce Bank, National Association as the lead lender under the
DIP Financing will provide half of the DIP loan amount.  The
balance will be provided by other parties including St. Mary's.

                         About Beth Israel

Headquartered in Passaic, New Jersey, Beth Israel Hospital
Association of Passaic, dba PBI Regional Medical Center --
http://www.pbih.org/-- is a 264-bed, non-profit acute care
hospital located in the City of Passaic, New Jersey.  The Medical
Center represents the consolidation of two significant hospitals,
namely Passaic Beth Israel Hospital and the General Hospital
Center of Passaic, and provides medical and health services
including comprehensive cardiac services program, bypass surgery,
electrophysiology, off pump surgery, and others.

The Company filed for chapter 11 protection on July 10, 2006
(Bankr. D. N.J. Case No. 06-16186).  Mark J. Politan, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtor in its restructuring efforts.
Allison M. Berger, Esq., and Hal L. Baume, Esq., at Fox Rothschild
LLP represent the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $50 million and $100 million.


BIG LIME: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Big Lime Energy, Ltd.
        P.O. Box 9
        Medford, OK 73759

Bankruptcy Case No.: 06-13097

Chapter 11 Petition Date:

Court: Western District of Oklahoma (Oklahoma City)

Judge: Richard L. Bohanon

Debtor's Counsel: Gary L. Morrissey, Esq.
                  Consumer Legal Counseling Center, P.C.
                  1725 Linwood Boulevard
                  Oklahoma City, OK 73106
                  Tel: (405) 272-1500
                  Fax: (405) 272-3090

Total Assets: $16,406,850

Total Debts:  $1,993,386

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Salt Fork Valley Foundation   Loans from Bart           $500,000
P.O. Box 9                    Peacock
Medford, OK 73759

Lone Star Trust               Loan (father's            $250,000
Rt. 2 Box 142                 company)
Medford, OK 73759

Eastate of C. D. Williams     Loan from C.D.             $80,000
P.O. Box 108                  Williams, royalty
Anthony, KS 67003-0108        payments

Internal Revenue Service      Income taxes               $40,000

Betty Aztar                   Royalty from Lillie        $20,000
                              Bell well

Betty Jean Daniels            Royalty from Lillie        $20,000
                              Bell well

Brad & Tracy Cink             Royalty from Lillie        $20,000
                              Bell well

Oklahoma Tax Commission       Income taxes               $20,000

Cheri Wheeler                 Attorney fee               $18,000

Pratt Well Service            Open account               $17,000

Summa Engineering             Open account               $16,000

Stephen Jones, Esq.           Attorney fees              $13,500

J&B Tank Trucks               Open account               $13,000

Fluid Compressor Parts        Open account                $8,500

Bureau of Land Management     Royalty payments            $5,000

Petroleum Mud Logging Inc.    Judgment entered            $5,000

U.S. Tank Trucks              Open account                $5,000

Kansas Department of Revenue  Production tax              $4,000

Thurmond-McGlothlin           Open account                $3,500

Commissioners of the Land     Royalty payment             $2,500
Office


BISON BUILDING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bison Building Company, LLC
        7013 Backlick Court
        Springfield, VA 22151

Bankruptcy Case No.: 06-11534

Type of Business: The Debtor is a custom home-builder.
                  See http://www.bisonbuildingcompany.com/

Chapter 11 Petition Date: November 17, 2006

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Darrell William Clark, Esq.
                  Stinson Morrison Hecker LLP
                  1150 18th Street Northwest, Suite 800
                  Washington, DC 20036-3816
                  Tel: (202) 785-9100
                  Fax: (202) 785-9163

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
New York Concrete Corp.       Trade debt                $730,000
7750 Wellingford Drive
Manassas, VA 20109

Charles P. Johnson &          Trade debt                $371,423
Associate
3959 Pender Drive
Suite 210
Fairfax, VA 22030

Stock Building Supply, Inc.   Lumber supplies           $371,393
t/a Smoot Lumber Company
311 Central Road
Fredericksburg, VA 22401

Internal Revenue Service      Withholding Taxes         $223,689
                              $61,788 for
                              1/1/06 - 3/31/06
                              $75,135 for
                              4/1/06 - 6/30/06
                              $52,489 for
                              7/1/06 - 9/31/06
                              $34,276 for
                              10/1/06 - 11/14/06

Mike Tang and Phyllis Lam     Deposit for purchase      $192,015
                              of land and the
                              construction of a
                              house on the land

Vestra Realty                 Loan                      $190,000

Holland & Knight, LLP         Legal fees                $185,577

Jeong Gyun & Chong Ah Ju      Deposit for purchase      $182,500
                              of land and the
                              construction of a
                              house on the land

River Bend Contracting        Trade debt                $170,307

Jianxin Lin & Cindy Zhand     Deposit for purchase      $170,000
                              of land and the
                              construction of a
                              house on the land

Le N. Luu and Le X. Lam       Deposit for purchase      $162,500
                              of land and the
                              construction of a
                              house on the land

Landscape Specialties         Trade debt                $141,720

Keith Mulholland              Deposit for purchase      $140,625
                              of land and the
                              construction of a
                              house on the land


Kevin and Hanh Tran           Deposit for purchase      $128,875
                              of land and the
                              construction of a
                              house on the land

Kwang Kyoom Kim               Deposit for the           $116,500
                              construction of a
                              house on the land

Rama and Niraja Pryagga       Deposit for purchase      $114,875
                              of a land and the
                              construction of a
                              house on the land

Paramvir and Mandeed Soni     Deposit for the           $108,862
                              construction of a
                              house

Eugene & Harriet Richmond     Deposit for purchase      $106,250
                              of land and
                              construction of a
                              house on the land

Full Service Plumbing         Trade debt                $105,000

David D. Tripp                                          $104,609


BPS PRINTING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: BPS Printing and Graphics, Inc.
        4474 White Plains Lane
        White Plains, MD 20695

Bankruptcy Case No.: 06-17391

Type of Business: The Debtor provides commercial offset &
                  letterpress printing, computer typesetting,
                  desktop publishing, perfect & saddle stitch
                  binding services.

Chapter 11 Petition Date: November 17, 2006

Court: District of Maryland (Greenbelt)

Debtor's Counsel: Richard M. McGill, Esq.
                  Law Offices of Richard M. McGill
                  P.O. Box 358
                  5303 West Court Drive
                  Upper Marlboro, MD 20773
                  Tel: (301) 627-5222
                  Fax: (301) 627-4764

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bittersweet Corporation       Loans                     $475,000
4482 White Plains Lane
White Plains, MD 20695

Arvel Clark, Jr.              Personal credit           $240,611
6394 Hwakins Gate Road        cards used for
La Plata, MD 20646            payment of company
                              Bills

Charles Clark                 Loans to company          $120,000
1012 Wiltshire Drive
La Plata, MD 20646

IRS/Special Proc. Branch                                $119,241

Helen Clark                   Loans to business         $100,000

Teresa Clark                  Personal loan to           $62,410
                              business

VRS                           Outside service/           $47,000
                              printer

American Express              Credit card                $30,000
                              purchases

BB&T of MD Business Loans     Business loan              $30,000

Central Lewmar                Paper                      $24,824

Wash. DC Printing Union       Monies alleged to          $21,337
Local 72-C                    be owed for union
                              benefits to employee

Case Paper                    Trade debt                 $19,984

USF Holland                   Trucking/freight           $12,114
                              service

GE Capital                    2 printing presses         $12,000

Allison Clark                                            $10,000

Overnight Transportation      Freight/trucking            $8,414
                              services

Pressmans Welfare Fund                                    $8,000

C&M Mailing                   Mailhouse services          $7,526
                              rendered

Freight Quote.Com             Trucking service            $6,093

Kelly & Associates            Health insurance            $5,103


BROOK MAYS: Hires CF & Co. to Audit 401(k) Retirement Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, has authorized Brook Mays Music Company to employ
CF & Co., LLP, as its auditor, nunc pro tunc to Oct. 19, 2006.

CF & Co. will audit the Debtor's 401(k) Retirement Plan financial
statements as of and for the year ended Dec. 31, 2005.

Prior to its bankruptcy filing, the Debtor had paid CF & Co. about
$10,400 in fees and expenses.  The firm asserted a $1,500 claim
against the Debtor as of its chapter 11 filing but CFC has waived
that claim.

CF & Co. will receive a flat-rate fee of $10,400, including a
$2,000 retainer, for its services.

Bret M. Robertson, a CF & Co. member, assures the Court that his
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                          About Brook Mays

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 otice, 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.


BROOK MAYS: Taps Houston Champions to Sell Houston Properties
-------------------------------------------------------------
Brook Mays Music Company asks the U.S. Bankruptcy Court for the
Northern District of Texas, Dallas Division, for authority to
employ Houston Champions Real Estate Group, L.L.C., as its real
estate broker through March 1, 2007.

The Debtor wants Houston Champions to sell its real estate
properties located at 5825 Clemenshire Street, and 6214 Joyner, in
Houston, Texas.

These properties were excluded from the previously approved sale
of substantially all of the Debtor's assets.  The Debtor sold its
assets for approximately $33.6 million to a group consisting of SB
Capital Group, LLC, EMCC, Inc., Tiger Capital Group, LLC, and
Palisades Collection LLC.  The Court approved the sale motion on
Aug. 15, 2006.

Houston Champions will:

  a) prepare a written marketing plan for the properties and
     submit the same to the owner.

  b) provide periodic reports on a regular basis, but in no event
     less than once a month, set a listing of prospective
     purchasers who have dealt with Houston concerning the
     properties, a summary on any ongoing negotiations and a copy
     of all material correspondence and other transmittals in
     which Houston may send or receive that relate to, or are
     made in connection with, the properties.

The Debtor agreed to pay Houston a commission equal to 6% of the
cash proceeds received by the Debtor upon the actual closing of a
sale of the properties.

Ignacio Osorio, a member of Houston Champions, assures the Court
that the his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                    About Brook Mays

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.


CALPINE CORP: Sells Gas Turbines and Generators for $112 Million
----------------------------------------------------------------
Calpine Corporation completed a series of transactions for the
sale of ten turbines and generators and other miscellaneous
equipment for a total of approximately $112 million.  The
equipment sales are part of Calpine's ongoing program to divest of
excess turbines and related inventory.

"We are very pleased with the progress we're making in our turbine
and equipment divesture program," Calpine Chief Executive Officer
Robert P. May stated.  "With these equipment sales, Calpine
enhances liquidity and lowers costly storage charges, allowing us
to further focus our resources on Calpine's core business --
generating and selling clean, reliable and cost-competitive
electricity and services."

Calpine sold the excess equipment inventory as part of its
restructuring efforts to maximize the value from its assets and
focus on its core business.  At an auction held on Nov. 16, 2006,
Calpine sold two Siemens 501FD combustion gas turbine and
generator sets and a partial 501FD unit, three General Electric
LM6000 gas turbines and miscellaneous related equipment for
approximately $48 million.  Last week, Calpine also closed on the
sale of four Siemens 501FD combustion gas turbines and generator
sets for approximately $48 million, and in late October sold a GE
FA combustion gas turbine and generator set for $16 million.

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 CORP: Wants Stay Extended to Include Pogo Arbitration
-------------------------------------------------------------
Rosetta Resources Operating LP, fka Calpine Natural Gas, L.P.,
seeks authority from the U.S. Bankruptcy Court for the Southern
District of New York to prevent Pogo Producing Company from
pursuing claims against it in an arbitration initiated by Pogo in
April 2006.

Rosetta Resources further asks the Court to:

   (a) declare that the automatic stay extends to the Pogo
       Arbitration; and

   (b) enjoin the Pogo Arbitration.

The Pogo Arbitration should only have been brought against
Calpine Corporation in the Bankruptcy Court in the form of Pogo's
Claim No. 2502, Michelle R. Holl, Esq., at Mayer, Brown, Rowe &
Maw, LLP, in New York, argues.

The parties' dispute arises from a purchase and sale agreement,
effective July 1, 2004, among Calpine Corp., Calpine Natural Gas,
L.P., now known as Rosetta Resources, and Pogo, Ms. Holl states.
Under the PSA, Calpine Corp. agreed to transfer certain Oil and
Gas Leases to Pogo.

Ms. Holl contends that while Calpine Natural Gas operated the
wells and gathering systems, it did not own any interest in any
of the Leases Calpine Corp. transferred to Pogo under the PSA.

Pogo also knew that it would be paying Calpine Corp. for the
transferred assets, Ms. Holl adds.  In fact, in August 2004, Pogo
informed Calpine Corp. of a number of alleged title defects with
respect to the Leases.  Pogo dealt extensively with Calpine Corp.
to resolve the alleged title defects, Ms. Holl points out.

The Debtors' bankruptcy filing, however, interrupted further
discussions between Pogo and Calpine Corp. toward a resolution of
the remaining alleged title defects.  To the extent Pogo wished
to continue pursuing the remaining title issues, the proper
course of action for Pogo was to file a proof of claim in the
Debtors' Chapter 11 cases.  However, Pogo dismissed its prior
arbitration claims against Calpine Corp. only and re-filed the
claims solely against Rosetta in April 2006, Ms. Holl notes.
Subsequently, in August 2006, Pogo filed a proof of claim against
Calpine Corp., seeking to recover for the same claims, Ms. Holl
adds.

                    The Rosetta Sale Agreement

Calpine Natural Gas became Rosetta by virtue of a July 2005
transaction when Calpine Corp. and two of its subsidiaries sold
substantially all of their oil and gas assets to Rosetta pursuant
to a purchase and sale agreement and other related contracts.

The Rosetta APA listed potential litigation with Pogo and
provides that the Selling Debtors will retain absolute liability
for the claims Pogo now asserts against Rosetta, Ms. Holl
relates.

On Aug. 1, 2006, Rosetta filed proofs of claim against Calpine
Corp. and the other Debtor Sellers.  Rosetta's claims included
unliquidated components for the Debtors' indemnity for the Pogo
litigation.  Though Rosetta filed the unliquidated components of
its claims as general unsecured claims, Rosetta believes it is in
the Debtors' best interest to assume the Rosetta PSA.  If the
Debtors assume the Rosetta PSA, the Debtors' liability to Rosetta
for the Pogo litigation will be dollar-for-dollar and may exceed
$3 million, inclusive of attorneys' fees, costs, and interest.

Ms. Holl tells the Court that Rosetta also holds funds that it
will convey to Calpine Corp. after Calpine Corp. completes
certain outstanding obligations under the Rosetta PSA.  By virtue
of Rosetta's possession of those funds, Rosetta's indemnity claim
against Calpine Corp. for the Pogo litigation is fully secured by
its set-off rights.

Since Pogo operates a producing well on the disputed leases, Ms.
Holl notes that the disputed leases have value to the Debtors'
estate.  The Debtors' rights in those Leases will likely be lost
if the Pogo Arbitration goes forward without the Debtors'
participation or the Bankruptcy Court's oversight.

Ms. Holl tells the Court that the amount in controversy,
exclusive of attorneys' fees, other costs, and interest, and
without placing a value on the Debtors' potential interest in the
producing well, is $2,533,731.  With attorneys' fees and
arbitration costs, and the value of the producing well, the
potential loss to the Debtors' estates that may be caused by
permitting the Pogo Arbitration to continue may total more than
$3 million.

"The Pogo Arbitration against Rosetta, in light of the absolute
and potential dollar-for-dollar liability of Debtor Calpine
Corporation, presents exactly the sort of unusual situation or
special circumstance for which the extension of the automatic
stay is appropriate," Ms. Holl maintains.

Section 541(a)(1) of the Bankruptcy Code states that property of
the estate is "comprised of . . . all legal or equitable
interests of the debtor in property as of the commencement of the
case."  The Pogo Arbitration is an action, directly or
indirectly, to obtain estate property.  For this reason, even
though Calpine Corp. is not a named party in the Arbitration, the
automatic stay should be extended to Rosetta, Ms. Holl argues.

The Pogo Arbitration will necessarily adjudicate issues that
directly affect the Debtors' interests, Ms. Holl asserts.

                       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)


COLETTA JONES: Case Summary & Eight Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Coletta L. Jones
        13017 Weiss Drive
        Bowie, MD 20715

Bankruptcy Case No.: 06-17366

Chapter 11 Petition Date: Nov. 16, 2006

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Sharon Yvette Christmas DeBerry, Esq.
                  Kelsey and DeBerry
                  9200 Basil Court, Suite 550
                  Largo, MD 20774
                  Tel: (301) 883-8616

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Sallie Mae Servicing                                  $45,945
   P.O. Box 9532
   Wilkes-Barre, PA 18773

   U.S. Senate Credit Union                              $24,365
   P.O. Box 77920
   Washington, DC 20013

   BP Processing Center                                   $2,135
   Des Moines, IA 50360

   Household Credit Services                              $1,600
   P.O. Box 80084
   Salinas, CA 93912

   Nordstrom                                              $1,418
   P.O. Box 79134
   Phoenix, AZ 85062

   Shop NBC                                                 $750
   P.O. Box 659705
   San Antonio, TX 78265

   Capital One                                              $582
   P.O. Box 70884
   Charlotte, NC 28272

   Home Shopping Network                                    $525
   P.O. Box 53092
   Atlanta, GA 30353


COMCAST CORP: Buys Disney's Stake in E! Networks for $1.23 Billion
------------------------------------------------------------------
Comcast Corporation acquired The Walt Disney Company's 39.5%
ownership stake in E! Networks.  Following the acquisition, E!
Networks, which includes E! Entertainment Television and Style
Network, is now wholly owned by Comcast.  The purchase price for
the 39.5% stake was $1.23 billion.

In addition, Comcast and Walt Disney entered into long-term
comprehensive distribution agreements that will extend their
relationship into the next decade for the 10 ABC-owned broadcast
television stations and a broad array of Disney's leading networks
and services including: Disney Channel, ABC Family, Toon Disney,
ESPN, ESPN2, ESPN Classic, ESPNEWS, ESPN HD and increased carriage
of SOAPnet.  In addition, Comcast will launch ESPN Deportes, a
stand-alone Spanish-language sports network, and the companies
formalized their ESPN2 HD agreement.

The companies have also agreed to add primetime television
programs, cable network shows and Disney movies to Comcast's
signature ON DEMAND service.  Marking the first time ABC broadcast
programs will be available on video on demand by any cable
company, several ABC primetime series will be offered free by
Comcast in ABC-owned television station markets.  The companies
also said they will work together to make promotional content from
the Disney-ABC Television Group available on Comcast's leading
broadband portal -- http://www.comcast.net/

"This agreement reflects our ability to distribute content on
multiple platforms and signals another first for Comcast and
Disney as we continue to explore the evolving possibilities of
digital technology," said Brian Roberts, Chairman and Chief
Executive Officer of Comcast.  "We could not have gotten this deal
done without Bob Iger's leadership and vision.  Putting Disney,
ESPN and ABC's extremely popular content on Comcast VOD is a
watershed event for both of our companies.  This is the first
cable on-demand agreement for hit ABC primetime broadcast programs
like Desperate Housewives and Lost and, when combined with Disney
movies and other ABC/Disney/ESPN television programs, gives
Comcast access to the most Disney content available."

"This is one of the broadest distribution agreements in the
history of our company," Robert A. Iger, President and Chief
Executive Officer of The Walt Disney Company, commented.
"Disney's great brands and great content combined with Comcast's
leading distribution platforms provide an incredibly compelling
consumer experience in sports, family, news and entertainment.  We
look forward to working with Brian and Steve Burke on a range of
future projects as technology continues to evolve."

                 Video On Demand -- ABC Network

ABC Network primetime and ABC News programs will be available free
to Comcast's digital cable customers in the following markets
served by ABC-owned stations: New York (WABC), Philadelphia
(WPVI), Chicago (WLS), San Francisco (KGO), Houston (KTRK),
Fresno, CA (KFSN), and Flint, MI (WJRT).  Beginning with the Fall
2007 season, on-demand episodes of Desperate Housewives, Lost and
two new yet-to-be determined primetime series will be available
the day after their network broadcast to Comcast consumers in the
same owned-station markets.  Desperate Housewives and Lost also
will be available in HD VOD for Comcast customers with HD service.
Also available in the same markets will be World News with Charles
Gibson, Nightline and This Week with George Stephanopoulos.  Under
the agreement, Comcast also plans to add certain shows from Disney
Channel, SOAPnet, Toon Disney and ESPN libraries to Comcast's ON
DEMAND lineup in markets where those channels are offered.

    Video On Demand -- Disney, Touchstone and Miramax Studios

Under the movie VOD agreement, Comcast Digital Cable customers
will be able to order movies newly released on VOD from Walt
Disney Pictures, Touchstone and Miramax for $3.99 each, while
library titles will be available for $2.99 each.  Some of the new
release titles available on Comcast ON DEMAND beginning in 2007
include: Pirates of the Caribbean 2, The Santa Clause 3,
Invincible and The Guardian.

The select television programming and movies from The Walt Disney
Company will join Comcast's growing library of more than 8,000 ON
DEMAND programs per month, including hundreds of hit and classic
movies, music videos and specials, kids' shows, sports highlights,
news and informational programs.  With ON DEMAND, customers can
play, fast-forward, rewind, pause and restart their choices as
many times as they want for up to 24 hours after being selected.
Comcast customers have watched more than three billion ON DEMAND
programs since 2004, including one million HD VOD programs since
September 2006.

                  About The Walt Disney Company

Based in Burbank, California, The Walt Disney Company is a
diversified international entertainment company. The Company
operates in four business segments: media networks, studio
entertainment, theme parks and resorts and consumer products.

                          About Comcast

Headquartered in Philadelphia, Pennsylvania, Comcast Corporation
(Nasdaq: CMCSA, CMCSK) -- http://www.comcast.com/-- provides
cable, entertainment and communications products and services.
With 21.7 million cable customers, 9.3 million high-speed Internet
customers, and 1.7 million voice customers, Comcast is principally
involved in the development, management and operation of broadband
cable networks and in the delivery of programming content.

The Company's content networks and investments include E!
Entertainment Television, Style Network, The Golf Channel, OLN,
G4, AZN Television, PBS KIDS Sprout, TV One and four regional
Comcast SportsNets. The Company also has a majority ownership in
Comcast-Spectacor, whose major holdings include the Philadelphia
Flyers NHL hockey team, the Philadelphia 76ers NBA basketball team
and two large multipurpose arenas in Philadelphia.

                           *     *     *

Comcast Corp.'s preferred stock carries Moody's Investors
Service's Ba1 Rating.


COMMUNITY HEALTH: Added Debt Cues Fitch to Hold Low-B Ratings
-------------------------------------------------------------
Fitch expects to assign a 'BB' rating to the incremental secured
term loan for Community Health Systems, Inc.

All other ratings remain unchanged:

      -- Issuer Default Rating 'BB';
      -- Senior Secured Bank Facility, 'BB';
      -- Senior Subordinated Notes, 'B+'.

The Rating Outlook remains Stable.

The incremental term loan is expected to refinance the revolver
balance which was used to repurchase shares and for acquisitions
following the redemption of the convertible notes early this year.
The term loan is expected to be up to $300 million and have
similar covenants and pricing to the existing agreement. Fitch's
rating affirmation on Oct. 17, 2006 incorporated an expectation
that debt levels may be as high as $1.9 billion at year end 2006.

This incremental term loan is expected to bring the total debt to
that level.  Fitch anticipates that fiscal year 2006 interest
coverage will be close to 5x and leverage will be between 3.0x and
3.5x.

Community Health continues to generate strong revenues and
earnings, despite the $65 million charge announced in the third
quarter relating to bad debt expense.  Fitch expects that the
change in bad debt expensing methodology will account for future
self-pay volume increases appropriately, reducing the need to take
future charges.  Fitch further expects that Community Health will
continue with its acquisition strategy, using a combination of
debt and free-cash-flow to finance transactions.

Relatively stable leverage and coverage metrics are anticipated
over the next 12-18 months, as operational performance offsets
debt increases.

Community Health's capital structure includes 6.5% subordinated
notes due 2012, which have a call option in 2008 and a change of
control provision to buy back notes at 101%.  The Secured Credit
facility has a cross default provision and limits payments on
several items, most notably, dividends, capital expenditures and
share repurchases.  The facility is secured by capital stock.  The
company remains well within the financial covenants set forth in
the bank agreement.


COMPLETE RETREATS: Excl. Plan-Filing Period Extended to Feb. 18
---------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the District of Connecticut to
extend their exclusive periods to:

   (a) file a plan of reorganization through and including
       Feb. 18, 2007; and

   (b) solicit and obtain acceptances of that plan through and
       including Apr. 19, 2007.

As reported in the Troubled Company Reporter on Nov. 2, 2006,
Jeffrey K. Daman, Esq., at Dechert LLP, in Hartford, Connecticut
told the Court that since their bankruptcy filing, the Debtors
have made significant progress toward stabilizing their business
operations.  The Debtors have made substantial progress in their
financing, sale and assumption efforts, as well as on potential
investor front.

Among other things, the Debtors have:

   -- been successful in obtaining a replacement DIP financing
      facility and have recently sought the Court's approval for
      it;

   -- been investigating and pursuing litigation, with the hope
      of increasing the ultimate recovery for creditors in these
      cases.  To that end, the Debtors, along with the Official
      Committee of Unsecured Creditors, have filed numerous
      motions for examinations pursuant to Rule 2004 of the
      Federal Rules of Bankruptcy Procedure and have commenced
      one, and plan to initiate more, adversary proceedings;

   -- commenced a sale process with respect to certain properties
      that they do not consider to be core to their future
      operations; and

   -- rejected numerous unexpired leases and executory contracts.

The Debtors continue to evaluate their portfolio of properties to
determine which properties they would like to retain and which
they would like to sell, Mr. Daman said.  The Debtors also
continue to review their remaining leases and contracts to
determine which they would like to assume and which they would
like to reject.

According to Mr. Daman, until the various analyses and the sales
and negotiation processes are completed over the next two to four
months, the Debtors will not be in a position to file a meaningful
plan of reorganization, much less a consensual one.

Mr. Daman asserted that the extension of the Exclusive Periods
will not harm the Debtors' creditors or other parties-in-
interest.  Rather, the extension would permit the Debtors'
reorganization process to move forward in an orderly and
expeditious fashion.

Mr. Daman assured the Court that the Debtors have been paying
their postpetition debts as they become due.  The Debtors'
existing DIP financing agreement has allowed them to pay
postpetition creditors, lessors, and vendors in the ordinary
course of business.  Moreover, the Debtors have obtain
postpetition financing from Ableco Finance, LLC, that would
ensure more than adequate liquidity for the duration of their
reorganization.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael
J. Reilly, Esq., at Bingham McCutchen LP, in Hartford,
Connecticut, serves as counsel to the Official Committee of
Unsecured Creditors.  No estimated assets have been listed in the
Debtors' schedules, however, the Debtors disclosed $308,000,000 in
total debts.  (Complete Retreats Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


COMPLETE RETREATS: Sells Assets to Ultimate Resort for $98MM Cash
-----------------------------------------------------------------
Complete Retreats LLC fdba Tanner & Haley Resorts and Ultimate
Resort LLC signed an agreement under which Ultimate Resort will
acquire substantially all of the real estate assets of Complete
Retreats for cash consideration of approximately $98 million.

The proposed transaction has been unanimously approved by the
Complete Retreats Unsecured Creditors' Committee, and is now
subject to approval by the Bankruptcy Court, which is expected to
be received as soon as Dec. 19, 2006.  If approved by the
Bankruptcy Court, the members of Complete Retreats' three
destination clubs -- Private Retreats, Distinctive Retreats, and
Legendary Retreats -- will be offered the opportunity to accept
membership in Ultimate Resort on special terms.

"This transaction will be good for our company, good for our
industry and, above all, good for the members of the combined
enterprise," Jim Tousignant, founder, President and Chief
Executive Officer of Ultimate Resort, said.  "It will establish
Ultimate Resort as the second-largest destination club in the
industry.  Ultimate Resort's existing members will have many more
destinations to choose from. Tanner & Haley's destination club
members will become part of an extremely well capitalized company
with a prudent and sustainable business model and a highly
experienced management team, which will be augmented by many new
T&H colleagues.  Our entire industry will benefit from the
resolution of a situation that has been closely followed by many
existing and prospective destination club members."

"I'm delighted that -- less than four months after Tanner &
Haley's Chapter 11 filing -- our intense efforts to preserve as
much value as possible for Tanner & Haley's members and other
creditors have been so well rewarded," Holly Felder Etlin, Chief
Restructuring Officer of Tanner & Haley and a Principal of XRoads
Solutions Group LLC, said.  "Ultimate Resort is one of the
industry leaders in the luxury destination club business, and will
assume ownership and management of most of Complete Retreats'
current properties.  I'm also pleased that the vast majority of
Tanner & Haley's current employees will continue to be employed by
Ultimate Resort once the purchase agreement is approved and the
transaction executed.  In my view, this is the best possible
result, under challenging circumstances, for everyone involved."

"The members of the Unsecured Creditors' Committee are very
pleased with the attractive terms under which Complete Retreats
members will be able to travel as new members of the greatly
expanded Ultimate Resort organization," Joel S. Lawson III,
Chairman of the Complete Retreats Unsecured Creditors' Committee,
said.  "This will go a long way toward providing T&H members with
the travel opportunities they originally sought in joining the T&H
destination clubs.  Under the circumstances, I and my colleagues
on the UCC have unanimously agreed that this is a very good
outcome."

Under the terms of the Asset Purchase Agreement filed on Nov. 21,
2006, in the U.S. Bankruptcy Court for the District of
Connecticut, Bridgeport Division, if approved by the Bankruptcy
Court, Ultimate Resort would acquire substantially all of the real
estate assets of Complete Retreats' three destination clubs for a
cash consideration of approximately $98 million, most of which
will be used to repay Complete Retreats' borrowings under its
existing $82 million debtor-in-possession credit facility.

                      About Ultimate Resort

Headquartered in Orlando, Florida, Ultimate Resort LLC --
http://www.ultimateresort.com/-- is a private destination club
designed to provide individuals, families and corporate members
with exclusive club privileges and flexible access to a growing
portfolio of properties located in exciting resort destinations
throughout the United States, Mexico, the Caribbean and Europe.

                     About Complete Retreats

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


CONSECO INC: Fitch Holds Issuer Default Rating at BB+
-----------------------------------------------------
Fitch Ratings has affirmed the Issuer Default, senior debt, and
preferred debt ratings of Conseco Inc.  At the same time, Fitch
has affirmed the insurer financial strength rating of Conseco's
primary insurance operating subsidiaries.  The rating action
affects approximately $1.7 billion in outstanding debt and
preferred securities.  The Rating Outlook is Stable.

Fitch affirms these ratings with a Stable Outlook:

  Conseco, Inc.

     -- Issuer default rating at 'BB+';

     -- Senior secured debt at 'BBB-;

     -- $675 million secured bank credit facility due June 2013 at
        'BBB-';

     -- Senior unsecured debt at 'BB';

     -- $330 million senior unsecured convertible debt due August
        2035 at 'BB';

     -- Preferred stock at 'BB-';

     -- $668 million mandatory convertible preferred stock,
        converting May 2007 at 'BB-'.

  Bankers Life and Casualty Company

     -- Insurer financial strength rating at 'BBB+'.

  Conseco Life Insurance Company

  Bankers Conseco Life Insurance Company
  (formerly Conseco Life Insurance Company of New York)

  Conseco Insurance Company

  Conseco Health Insurance Company

  Colonial Penn Life Insurance Company

  Washington National Insurance Company

     -- Insurer financial strength rating at 'BBB'.

  Conseco Senior Health Insurance Company

     -- Insurer financial strength rating at 'B-'.

Fitch's affirmation reflects the good operating performance and
market position of Conseco's subsidiary Bankers Life and Casualty
Company, Conseco's high-quality investment portfolio, low
leverage, and overall improvement in financial strength.

Conseco's ratings are further supported by the company's improved
financial flexibility and financial clarity as demonstrated by an
Oct. 2006 bank debt refinancing and favorable outcomes achieved on
issues regarding Conseco's net operating loss tax position and
cost of insurance litigation.

Conseco also continues to pursue expense savings goals for 2006.
During 2006 Conseco's consolidated statutory risk based
capitalization decreased from 358% at year-end 2005 to a company
estimated 323% at Sept. 30, 2006.  However, Conseco estimates RBC
will improve to a 370% level on a pro forma basis, using some of
the proceeds from its debt refinancing.  At the same time Sept.
30, 2006 equity-credit adjusted leverage of 12.7% will increase to
a moderate pro forma level of 15.4%.  Based on Fitch's new hybrid
rating criteria published on Sept. 27, 2006, Conseco's 5.5%
mandatory convertible preferred stock is assigned Class E
designation and 100% equity credit in evaluating Conseco's
financial leverage.

Key features supporting the equity credit class of the preferred
stock include its mandatory convertibility on May 15, 2007, junior
ranking of the pre-converted note, and alternative coupon
settlement mechanism that can be satisfied with either cash or
common stock, thereby changing the dividend deferral treatment to
non-cumulative.

Key differentiating factors in the higher financial strength
rating of Bankers Life and Casualty Company is its good, resilient
operating performance.  While the lower rating of Conseco Senior
Health Insurance Company continues to reflect the performance of
the Florida long-term care market and its own low capital levels.

Fitch's rating concerns for Conseco include overall moderate
profitability, the continuing underwriting and pricing challenge
in the long-term care business, the changing competitive
environment in the Medicare Supplement industry, and spread
compression resulting from low interest rate conditions.  Fitch
also remains watchful of Conseco's performance against debt
covenants.

Fitch expects that the company will continue to maintain a high
quality investment portfolio, fixed charge coverage (earnings
before taxes excluding the recent litigation charge, divided by
interest and preferred dividends) of greater than 3 times (x) in
the near term, and total equity-credit adjusted leverage of under
25%.

Conseco, Inc. is the holding company for a group of insurance
companies selling supplemental health, life, and annuity insurance
products, focused on the senior and middle income markets.  As of
Sept. 30, 2006 it had $4.7 billion in shareholders equity and
$32.3 billion in assets.


CONTECH CONSTRUCTION: Planned CDS Purchase Prompts Moody's Review
-----------------------------------------------------------------
Moody's Investors Service placed Contech Construction Products,
Inc. on review for possible downgrade to reflect the report that
Contech has agreed to acquire CDS Technologies, Inc. for
approximately $56 million.

Moody's understands the transaction may close in December of 2006.

These ratings have been placed on review:

      -- Corporate Family Rating, rated B1;

      -- Probability of Default Rating, rated B1;

      -- $100 million Gtd. Sr. Sec. Revolving Credit Facility due
         2012, rated Ba3, LGD3, 33%;

      -- $450 million Gtd. Sr. Sec. Term Loan B due 2013, rated
         Ba3, LGD3, 33%.

The report that Contech is planning to acquire CDS Technologies,
Inc. the American subsidiary of Australian based CDS Technologies,
Ltd. for approximately $58 million including fees has led Moody's
to place Contech on review for possible downgrade.

Although still unclear, Moody's believes that the acquisition may
be largely debt financed and that proforma leverage is likely to
be in line with the B2 ratings category for building products
companies.

"It is unlikely for Contech's current ratings to hold if future
acquisitions are also 100% debt financed," Moody's analyst Paul
Aran said.

In its review, Moody's will consider proforma leverage,
anticipated rate of deleveraging, as well expected operational
synergies and the impact on the company's market position. Moody's
will also consider if the company's business fundamentals are
sufficiently strong so as to warrant maintaining the B1 rating.

Headquartered in West Chester, Ohio, Contech Construction
Products, Inc. manufactures and markets corrugated steel, plastic
pipe, and fabricated products for use in highway, residential, and
commercial construction.


CORUS GROUP: Companhia Siderurgica Spoils Tata's Acquisition Bid
----------------------------------------------------------------
Corus Group plc received a provisional bid of $8 billion from
Companhia Siderurgica Nacional of Brazil on Nov. 17, topping Tata
Steel Ltd.'s October 20 offer.

Rio de Janeiro-based CSN offered 475 pence a share compared with
Mumbai-based Tata Steel's 455 pence a share proposal.

Corus Group's shareholders will meet Dec. 4 to vote on Tata
Steel's offer.

Tata Steel has offered cash to Corus Group's bondholders and asked
them to convert their bonds into shares before Dec. 28, 2006.
Indian Express related that Tata Steel told the bondholders that
the current conversion price of a bond earlier in 2006 is EUR6.55.
Thus, for each EUR1,000 principal amount of bonds converted,
bondholders will receive approximately 152.7 Corus share.

Tata Steel is reportedly making the offer in order to consolidate
its grip over Corus Group.

                         About Corus Group

Corus Group plc, fka British Steel, was formed when the UK
privatized its major steelworks in 1988.  It then changed its name
to Corus Group after acquiring most of Dutch rival Koninklijke
Hoogovens.  Corus makes coated and uncoated strip products,
sections and plates, wire rod, engineering steels, and semi-
finished carbon steel products.  It also manufactures primary
aluminum products. Customers include companies in the automotive,
construction, engineering, and household-product manufacturing
industries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2006,
Moody's Investors Service placed Corus Group plc's Ba2 Corporate
Family and other ratings under review.

In March 2006, Standard & Poor's Ratings Services placed its
'BB-' long-term corporate credit rating for Corus Group on
CreditWatch.

At the same time, Fitch Ratings changed Corus Group's outlook
to Positive from Stable and affirmed its Issuer Default Rating at
BB-.


CROWN CITY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Crown City Rose Ave., LLC
        1961 West Huntington Drive #201
        Alhambra, CA 91801

Bankruptcy Case No.: 06-13445

Chapter 11 Petition Date: November 17, 2006

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Stephen R Wade, Esq
                  400 North Mountain Avenue #214B
                  Upland, CA 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor does not have unsecured creditors who are not insiders.


DANA CORP: Court Approves Uniform Claims Objection Procedures
-------------------------------------------------------------
Dana Corporation and its debtor-affiliates obtained the U.S.
Bankruptcy Court for the Southern District of New York's
authority to establish uniform procedures for:

    (a) objecting to filed and scheduled claims; and

    (b) compromising disputed claims.

More than 19,000 filed and scheduled claims are pending against
the Debtors, identifying liabilities in excess of $25,300,000,000,
plus unliquidated amounts, Corinne Ball, Esq., at Jones Day, in
New York, relates.

Because of the significant number of Claims that have been filed
and scheduled in the Debtors' Chapter 11 cases, Ms. Ball says,
preparing and filing individual pleadings for each objection to a
Claim would be an extremely time-consuming and expensive process.
Likewise, she notes, administering a claims process involving
thousands of Claims without a clear set of procedural rules could
add cost, confusion and delay.

The Debtors also believe that the consensual resolution of
disputed Claims will be an important part of the claims process,
but presenting each individual settlement of a Claim to the Court
for approval would be unnecessarily costly and inefficient and
could provide a disincentive for otherwise valuable settlements.

Thus, the Debtors believe establishing procedures for the filing,
administration and prosecution of claims objections, and the
settlement of claims whether they are subject to a pending
objection or not, is helpful in the efficient management of their
Chapter 11 cases.

A full-text copy of the Claims Procedures is available for free
at http://researcharchives.com/t/s?1570

Among other things, the Claims Procedures provide that the
Debtors will object to claims divided in three categories:

    * Tier I Objection for untimely, duplicative and amended or
      superseded Claims;

    * Tier II Objection for basic procedural, classification and
      books and records objections; and

    * Tier III Objection for specialized substantive objections.

For each type of Objection, Claimants will receive an Objection
Notice, which will, among other things, describe the nature of
the objection and identify a response and hearing date.  No
proofs of claim will be attached to the Objection Notice.  Proofs
of claim may be obtained for free from the Web site maintained by
The BMC Group at http://www.dana.bmc.group.com/

Parties who disagree with the Objection must serve their
responses to the Debtors' counsel not later than 4:00 p.m. on or
before 25 calendar days after service of the Objection.
Responses must contain, among other things, a concise statement
providing the reasons why the Court should not sustain the
Objection and the name and contact information for the resolution
of the Objection.

With respect to proofs of claim filed by the U.S. Environmental
Protection Agency, if it timely responds to an objection of its
claims and determines that discovery is necessary or that the
issues could be narrowed by the filing of a partial or full
summary judgment motion, the Debtors will treat the scheduled
hearing as a status conference for the Court to determine if the
discovery or summary judgment motion is permitted by the Federal
Rules of Bankruptcy Procedure.

If the discovery or summary judgment motion is permitted by the
FRBP, the Court will issue a scheduling order to facilitate
resolution of the litigation.  With respect to any of EPA's Proof
of Claim, the Court will determine the appropriate sanction, if
any, for any failure to meet and confer or appear based on all of
the facts and circumstances.

The Court authorized the Debtors to implement the settlement of
Claims, though they are not obligated to settle or pursue
settlement of any particular Claim.  Any Claim settlement may be
pursued and agreed upon, as the Debtors believe are reasonable
and appropriate in their sole discretion, subject to the Claims
Procedures.

The Debtors and a Claimant may agree in writing to the
disallowance of any Claim or the allowance of any Claim as a
prepetition, general unsecured non-priority claim or as a secured
claim.  The Debtors will file a written report on the settlements
consummated during the applicable reporting period.

The Debtors will also file a settlement motion to seek approval
of a single or multiple Claim settlements.

Fireman's Fund Insurance Company, The American Insurance Company,
Associated Indemnity Corporation, National Surety Company,
Fireman's Fund Insurance Company of Ohio, Gulf Group and possibly
other related insurance companies, objected to the Debtors'
claims procedures noting that the procedures violate their rights
to control and associate in the defense and investigation and
settlement of claims possibly covered under their insurance
policies.

The Court rules that Claims Procedures will not be construed to
limit Fireman's Fund's rights to participate in the defense,
investigation or settlement of any Claims that may be covered by
any of the Debtors' insurance policies with Fireman's Fund.

                      About Dana Corporation

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.

The company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Sept. 30, 2005, the Debtors listed $7,900,000,000 in total assets
and $6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl
E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at Miller
Buckfire & Co., LLC, serves as the Debtors' financial advisor and
investment banker.  Ted Stenger from AlixPartners serves as Dana's
Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of Non-
Union Retirees.

The Debtors' exclusive period to file a plan expires on Jan. 3,
2007.  They have until Mar. 5, 2007, to solicit acceptances to
that plan.

(Dana Corporation Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DANA CORP: Gets Court OK to Assume Tennessee Power Supply Contract
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Dana Corporation and its debtor-affiliates to enter
into a flat price interruptible power agreement, as modified, with
the city of Paris, Tennessee Board of Public Utilities and
Tennessee Valley Authority.

In satisfaction of the Debtors' obligation under Section
365(b)(1) of the Bankruptcy Code to cure any existing defaults
under the Contract, and in full satisfaction of the Contract
Claim:

    (a) the Debtors will pay $50,656 in cash to Paris no later
        than December 7, 2006; and

    (b) Paris will have an allowed administrative claim for
        $118,198 against the Debtors, which claim will be accorded
        treatment pursuant to the terms of the plan of
        reorganization ultimately confirmed in the Debtors'
        Chapter 11 cases.

The Non-Contract Claim will be allowed as a general unsecured
non-priority claim for $17,461 against the Debtors.

If the Debtors provide notice of their intent to terminate their
power takings under the modified Contract on less than 24 months
notice, Paris will waive all claims for FPI charges after the
termination of the Debtors' power takings, provided that the
Debtors provide Paris and TVA at least 60 days' written notice.

The Court makes it clear that the Contract does not restrict
Paris from collecting the applicable firm rate schedule charges
for the firm demand for up to the full 24-month termination
period.

As reported in the Troubled Company Reporter on Nov. 9, 2006, the
Debtors, the city of Paris, Tennessee Board of Public Utilities
and the Tennessee Valley Authority further modified the power
supply contract they previously entered into to provide that if
the Debtors provide notice of their intent to terminate their
power takings under the modified Contract on less than 24 months
notice, Paris will waive all claims for FPI charges after the
termination of the Debtors' power takings, provided that the
Debtors provide Paris and TVA at least 60 days' written notice.

The parties further modified the Agreement to provide that it does
not restrict Paris from collecting the applicable firm rate
schedule charges for the firm demand for up to the full 24-month
termination period provided for by the Modified Contract.

In October 2006, the Debtors sought the Court's authority to
assume a modified firm and variable price interruptible power
supply contract they entered into with the city of Paris,
Tennessee Board of Public Utilities on Nov. 1, 2000.

Pursuant to the Contract, Paris purchases electric power from the
Tennessee Valley Authority, and resells the electric power to the
Debtors for their facility in Paris, Tennessee.

Since November 2000, the Debtors have consumed an average of
$2,500,000 in VPI power on an annual basis.

As of Mar. 3, 2006, Paris held a $168,854 prepetition general
unsecured claim against the Debtors related to the consumption of
VPI power.

Paris has advised the Debtors that it intends to terminate the
Contract effective September 2009.

Pursuant to the final utility order, the Court allows the Debtors
to resolve objections to their utility motion in the form of
individualized adequate assurance agreements with the objecting
parties.

Accordingly, in April 2006, the Debtors entered into an adequate
assurance agreement with Paris.  The Adequate Assurance Agreement
provides that the Debtors would:

   (i) provide Paris a $319,000 cash security deposit, which will
       be held by Paris until the Debtors emerge from Chapter 11;
       and

  (ii) pay Paris on account of their postpetition electricity
       consumption under the Contract on a bi-monthly basis.

                       Power Supply Contract

On Oct. 1, 2006, the Debtors, Paris and the TVA modified the
Power Supply Contract to provide that:

   (a) Paris will provide the Debtors with "flat price
       interruptible" power rather than VPI power;

   (b) The Bi-Monthly Payment Terms will be revoked and the
       Contract will return to the normal billing practices
       before the execution of the Adequate Assurance Agreement;

   (c) The parties will be permitted to terminate the Contract
       upon 24 months' written notice;

   (d) The Debtors will pay $50,656 cash to Paris, as a lump sum
       wire transfer, on the earlier of the entry of an order
       granting the Assumption Motion or December 15, 2006;

   (e) Paris will have an allowed administrative claim for
       $118,198 against the Debtors' estate, pursuant to Sections
       503(b) and 507(a)(2) of the Bankruptcy Code.  The Claim
       will be accorded the treatment generally provided to
       administrative claims pursuant to the terms of a plan of
       reorganization ultimately confirmed in the Debtors'
       Chapter 11 cases;

   (f) Paris' Non-Contract Claim will be allowed as a general
       unsecured non-priority claim for $17,461 against the
       Debtors;

   (g) Paris will waive all claims for Minimum Bills or
       Facilities Rental Charge after the termination date,
       provided that the Debtors provide Paris and the TVA with
       at least 60 days' written notice of their intent to
       terminate the Contract; and

   (h) The Debtors will release Paris from any preference
       liabilities arising under Section 547 of the Bankruptcy
       Code related to payments made by the Debtors pursuant to
       the Contract.

A full-text copy of the Modified Power Contract is available for
free at http://researcharchives.com/t/s?13e8

The Debtors also asked the Court to approve the modifications on
the Contract.

                      About Dana Corporation

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.

The company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Sept. 30, 2005, the Debtors listed $7,900,000,000 in total assets
and $6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl
E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at Miller
Buckfire & Co., LLC, serves as the Debtors' financial advisor and
investment banker.  Ted Stenger from AlixPartners serves as Dana's
Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of Non-
Union Retirees.

The Debtors' exclusive period to file a plan expires on Jan. 3,
2007.  They have until Mar. 5, 2007, to solicit acceptances to
that plan.

(Dana Corporation Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DAVID DEEDS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: David E. Deeds
        5400 East Valle Vista Road
        Phoenix, AZ 85018

Bankruptcy Case No.: 06-03855

Chapter 11 Petition Date: November 16, 2006

Court: District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Debtor's Counsel: David Allegrucci, Esq.
                  Allegrucci Law Office PLLC
                  18001 North 79th Avenue, Suite B-46
                  Glendale, AZ 85308
                  Tel: (623) 412-2330
                  Fax: (623) 878-9807

Total Assets: $7,827,360

Total Debts:  $5,202,282

The Debtor does not have unsecured creditors who are not insiders.


DELTA AIR: Pilots Meet to Protect Profession Against Management
---------------------------------------------------------------
Pilot union leaders from Mesa Air Group, Comair Inc. and Atlantic
Southeast Airlines, all of which fly as Delta Connection, came
together in Salt Lake City, Utah, to discuss current issues facing
them and their carriers, and to develop strategies to counter
management tactics that undermine professional airline pilots.

Delta Air Lines Inc. requested bids for new aircraft and
additional flying, and management at MAG, Comair, ASA, and SkyWest
are all competing for this new business.  This bidding often
results in management asking pilots to take pay and benefit
concessions under the premise that these cuts are necessary for
the company to be competitive.

"Only by uniting the pilots of the Delta Connection Carriers and
continuing a close relationship with one another will we be able
to defend our working agreements and protect our profession," said
Captain J.C. Lawson, MEC chairman for the Comair unit of the Air
Line Pilots Association, International, which represents the
pilots.  "Pilots will not engage in management's bidding tactics.
Management must find other ways to secure our future and increase
revenue without breaching our contract."

Comair, a wholly owned subsidiary of Delta, is seeking a reduction
in pilot wages and recently filed a motion in bankruptcy court to
reject the pilots' collective bargaining agreement.

At the meeting, Captain James Ackerman, head of ALPA's unit at
Mesa, supported the Comair pilots by saying, "Mesa pilots are
working hard to raise standards at our carrier and we fully
support our fellow Delta Connection pilots.  This meeting and this
kind of collaboration is key to building a solid, cohesive union
front to oppose managements who try to take advantage of
bankruptcy law to the detriment of their loyal, hardworking
employees."

"We don't want our pilots competing against each other in a
bidding war," said Captain David Nieuwenhuis, chairman of ALPA's
unit at ASA.  ASA was purchased by SkyWest more than a year ago
and has been in contract negotiations with their management for
more than four years.  "Unity is crucial in a situation like this.
We want management to know that pitting the pilots against each
other will not work."  Delta's new regional flying has yet to be
awarded.

"ALPA will not leave pilots' careers to chance," said Captain
Duane E. Woerth, ALPA president.  "We are applying intense
scrutiny to all of these developments and will vigorously work to
protect our members on all fronts."

ALPA, founded in 1931, is the world's largest pilot union,
representing 61,000 pilots at 40 airlines in the United States and
Canada, including Mesa, ASA and Comair. Visit the ALPA website at
http://www.alpa.org.

                          About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines Inc.
-- 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.


DELTA AIR: To Recall 700 Additional Maintenance Professionals
-------------------------------------------------------------
Delta Air Lines Inc. plans to recall approximately 700 additional
maintenance employees beginning in mid-December.  This latest
recall expands on the approximately 200 previously furloughed
maintenance employees that have been recalled during the last few
months.

"Our plan is working," said Tony Charaf, senior vice president of
Technical Operations.  "Our goals continue to be profitable growth
and expansion as we work towards becoming a world-class
maintenance service provider.  TechOps is in a position to achieve
profitable growth and is already exceeding insourcing expectations
for next year."

"The Technical Operations division has worked very hard to become
competitive in the core aspects of the maintenance service
business, and the recall of 700 maintenance professionals shows
the significant progress they have made," said Jim Whitehurst,
Delta's chief operating officer.

Earlier this month, Delta recalled 1,000 flight attendants, in
addition to the more than 200 who were recalled in September.
Also in September, Delta reported its second pilot recall of 2006,
with a total of approximately 130 pilots recalled this year.  The
company expects an additional pilot recall this year and is hiring
in its Airport Customer Service and Reservations divisions.

Delta continues to make significant progress in all areas of its
restructuring and remains on track to emerge from Chapter 11
during the first half of 2007 as a stand-alone carrier.

                          About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines Inc.
-- 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.


DELTA AIR: Workers Object to US Airways Merger Offer
----------------------------------------------------
Delta Air Lines Inc.'s employees are opposed to the $8 billion
merger offer made by US Airways Group Inc., according to the
workers' representative, Reuters reports.

Delta Board Council member Bill Morey, in an interview with
Reuters, said that they have worked and sacrificed a lot to get
Delta to the point where it will emerge from bankruptcy.  "Now we
have someone coming in that's trying to usurp all that," Mr. Morey
added.

According to the source, Lee Moak, chairman of the Air Line Pilots
Association, Delta's pilots union, also expressed her doubts about
the probability of a successful merger.  "On the surface, (it)
appears to lack any substantial benefit for Delta, its employees,
our communities, or our customers," she said.

US Airways held that the merger could provide annual savings of
$1.65 billion and cut capacity by 10%, with labor cuts achieved
through attrition and leaves.

But Delta workers expect the savings would have to come at their
expense, Reuters says, citing Mr. Morey.  "Bottom-line feeling is
that ... Delta needs to stay in Delta employees hands and not be
taken over," Mr. Morey added.

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.


DENNY'S HOLDINGS: Moody's Ups Corp. Family Rating to B1 from B2
---------------------------------------------------------------
Moody's Investors Service raised Denny's Holdings, Inc. corporate
family rating to B1 from B2 and assigned Ba2 ratings to Denny's,
Inc.'s proposed $350 million senior secured credit facility
consisting of a $50 million revolver, a $260 million term loan B
and a $40 million synthetic letter of credit facility.

At the same time, the senior unsecured notes at Holdings were
upgraded to B3 from Caa1.  The proceeds of the proposed bank
facilities will pay off Denny's existing 1st lien credit facility
and the 2nd lien term loan.

Accordingly, Moody's expects to withdraw the ratings on these
issues once the proposed credit facility is closed.  The rating
outlook remains stable.

Moody's noted that the rating assignments are subject to a review
of the final documentation.

Ratings upgraded with a stable outlook:

   * Denny's Holdings, Inc.

      -- Corporate family rating to B1 from B2;

      -- probability of default rating to B1 from B2; and,

      -- the $175 million senior unsecured notes to B3, LGD5, 87%
         from Caa1, LGD5, 89%.

Rating assigned with a stable outlook:

   * Denny's, Inc.

      -- Ba2, LGD2, 24% on the $50 million secured revolver;

      -- Ba2, LGD, 24% on the $260 million secured term loan and
         Ba2, LGD2, 24% on the $40 million secured synthetic
         letter of credit facility.

Ratings affirmed at this time but expected to be withdrawn after
closing of the proposed facility:

   * Denny's, Inc.

      -- Ba2, LGD2, 18% on the $75 million 1st lien secured
         revolver;

      -- Ba2, LGD2, 18% on the $225 million 1st lien secured term
         loan B; and,

-- B2, LGD4, 53% on the $120 million 2nd lien secured term
   loan.

The upgrade in the corporate family rating reflects Denny's recent
success at significantly de-levering its balance sheet through the
sale of company-owned, franchisee-operated real estate.

In addition, the rating action incorporates the company's solid
same store sales performance despite a challenging consumer
spending environment, still sizable real estate ownership and the
projected, improved financial flexibility stemming from the
proposed refinancing which should noticeably lower interest
expense.  The new B1 corporate family rating also encompasses
Denny's still relatively high leverage position and weak fixed
charge coverage and the fact that it operates in the mature,
highly competitive family dining category of the restaurant
industry.

Moody's notes that EBIT-to-interest and free cash flow-to-debt
metrics are not currently indicative of the B1 rating.  However,
the rating agency expects the company's positive qualitative
factors, along with consistent operating performance, to gradually
translate into stronger credit metrics over the next 12-18 months.

Denny's Corporation, a family-style restaurant chain headquartered
in Spartanburg, South Carolina, owned and operated 535 and
franchised 1,024 full-service family dining restaurants as of
Sept. 27, 2006.  Domestic locations are scattered throughout 49
states and the District of Columbia with concentrations in
California, Florida and Texas.  Revenues for fiscal 2005 totaled
$979 million.


DURA AUTOMOTIVE: Can Access $300-Mil. Goldman Sachs DIP Financing
-----------------------------------------------------------------
DURA Automotive Systems Inc. received Court approval for the
$300 million Debtor-in-Possession financing it arranged from
Goldman Sachs, GE Capital and Barclays, as part of DURA's Chapter
11 filing, which encompasses the company's U.S. and Canadian
subsidiaries.

The company and its lenders will finalize the lending agreements
and close the loan facilities Monday, Nov. 27, 2006.

"We are pleased that we have accomplished our initial objectives
to stabilize the company while entering Chapter 11," said Larry
Denton, chairman and chief executive officer of DURA Automotive
Systems.  "While there is much work to be done to complete our
plan of reorganization, we are currently on schedule and confident
in our strategy.  The company's primary focus has shifted back to
running our business, delivering on our customer commitments and
competing for new business."

As part of the company's first day motions granted on October 31,
DURA received approval to access $50 million of its approximately
$300 million in DIP financing.  Access to the balance of the DIP
facility was subject to the hearing held today by U.S. Bankruptcy
Court for the District of Delaware.  The Court's approval,
allowing DURA full access to the DIP financing, ensures that
DURA can fund normal business operations and continue its
operational restructuring program, key goals of its Chapter 11
financial restructuring.

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

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


ENRON CORP: CalPX Wants Its $992,507 Administrative Claim Paid
--------------------------------------------------------------
The California Power Exchange Corporation asks the U.S. Bankruptcy
Court for the Southern District of New York to compel Enron Power
Marketing Inc. and the reorganized Enron Corp. and its debtor-
affiliates to pay CalPX's $992,506 administrative claim, and
additional wind-up payments of $7,493.

Enron Power Marketing Inc. had participated in California Power
Exchange Corporation's wholesale electricity markets pursuant to
two agreements:

    1) Participation Agreement, dated Dec. 31, 1977; and

    2) Block-Forward Market Participation Agreement, dated
       June 30, 1999.

According to Ilan D. Scharf, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, in New York, EPMI and CalPX entered
in a settlement and release of claims agreement, which was
approved by the Court on Oct. 20, 2005.

Under the settlement agreement, the parties agreed that CalPX has
an allowed administrative expense claim with a cap of $1,000,0000
and CalPX is not obligated to file a request for payment of its
claim.

Mr. Scharf relates that subsequent to the execution of the
settlement agreement, the U.S. Federal Energy Regulatory
Commission calculated EPMI's total portion of CalPX's "wind-up
expenses," -- that is, the CalPX claim for 992,507 as of July 1,
2006.

In an Oct. 6, 2006 letter sent to the Debtors' counsel,
Cadwalader, Wickersham & Taft, LLP, CalPX demanded payment of its
992,507 claim.  The Debtors have failed and refused to pay
CalPX's claim, Mr. Scharf tells the Court.

CalPX also anticipates that the FERC will authorize additional
wind-up payments from EPMI to CalPX for $7,493 thereby reaching
the $1,000,000 cap allowed to CalPX under the settlement
agreement.

Specifically, CalPX asks the Court to:

   (1) direct EPMI or the Reorganized Debtors to immediately pay
       California Power's $992,506 administrative claim;

   (2) direct EPMI to pay, without requiring CalPX to file a
       request for payment of its claim, the $7,493 remaining
       under the $1,000,000 claim upon an order by the FERC
       allocating the additional fees to EPMI; and

   (3) order EPMI or the Reorganized Debtors to pay CalPX's
       attorneys' fees and expenses relating to its request and
       any hearing based on the fact that the Agreement provided
       that California Power would be paid on its Claim without
       the need to file a request for payment under Section 503
       of the Bankruptcy Code.

                       About Enron Corp.

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


ENRON CORP: Reaches Stipulation Resolving L/C Claim Distribution
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved a settlement agreement between Enron Corp. and its
affiliates, and JPMorgan Chase Bank N.A.  The Court-approved
stipulation will resolve distribution concerns of the Allowed
Syndicated L/C Claims.

The Court had approved on Sept. 29, 2005, a Syndicated L/C
Settlement Agreement between the Debtors and JPMorgan Chase.  The
Syndicated L/C Settlement resolved the dispute in connection
with the seven letters of credit issued by JPMorgan to the Enron
Entities under the Syndicated L/C Agreement.

On the same day, the Court also approved the Bilat L/C Settlement
Agreement between the Enron Entities and JPMorgan, which resolved
their dispute in connection with the eight letters of credit
issued by JPMorgan to the Enron Entities under the Bilat L/C
Agreement.

Pursuant to the terms of the Syndicated L/C Settlement and the
Bilat Settlement, the amount of the Allowed Syndicated LC Claims
and the Allowed LC Claims, will be reduced, on a dollar-for-
dollar basis, to the extent that funds are collected and
recovered from third parties relating to certain letters of
credit.

The Enron Entities have not made any distributions on the Allowed
Claims pursuant to the Plan due to:

    -- the uncertainty surrounding the amount of distributions to
       be made for the Allowed Syndicated L/C Claims and the
       Allowed L/C Claims as a result of the potential reductions
       under the Syndicated L/C Agreement and the Bilat
       Agreement; and

    -- the possible need to seek disgorgement of distributions
       made pursuant to the Plan.

To resolve the issue of the distributions to be made for the
Allowed Claims, the parties entered into the stipulation, which
provides that:

   (1) Enron and NEPCO will make distributions on the Allowed
       Syndicated L/C Claims, including distributions that have
       been withheld, in accordance with the provisions and the
       timeframe under the Plan;

   (2) the Enron Entities will make distributions on the Allowed
       L/C Claims, including distributions that have been
       withheld, in accordance with the provisions and the
       timeframe under the Plan;

   (3) If any amounts are collected and recovered, whether by
       settlement, judgment or otherwise:

       (a) from any third party, including Quachita Power, LLC,
           Cogentrix Quachita Holdings, Inc., and Cogentrix
           Energy, Inc., with respect to the Quachita Overdraws,
           or

       (b) as a result of the Assigned Actions, that, pursuant to
           the Syndicated L/C Agreement or the Bilat Agreement,
           would affect a reduction in the amount of the Allowed
           Syndicated L/C Claims or the Allowed L/C Claims, on a
           dollar-for-dollar basis,

       the amount of distributions paid to the Allowed Claims
       that are subject to reduction under the terms of the
       Syndicated L/C Agreement the Bilat Agreement, will be
       immediately paid to the Enron Entities solely out of the
       amounts recovered; and

   (4) to the extent the funds are not delivered to the Enron
       Entities as required, the holder will hold the funds in
       trust solely for the benefit of the Enron Entities,
       provided, that until the funds are turned over to the
       Enron Entities, they will be under no obligation to make
       further distributions on account of the Allowed
       Syndicated L/C Claims or the Allowed L/C Claims.

                       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)


EXIDE TECHNOLOGIES: Files 2006 Third Quarter Operating Report
-------------------------------------------------------------
Exide Technologies reports its financial results for fiscal 2007
second quarter ending September 30, 2006.

The company's consolidated net sales for the fiscal 2007 second
quarter were $680.3 million versus $686.5 million for fiscal 2006
second quarter.  Many of the company's markets experienced drops
in unit volume, which were partially offset by the favorable
impact of recent pricing actions in both Transportation and
Industrial Energy.  Much of the lower unit volumes in both of its
transportation segments can be directly attributed to the
company's pricing strategy to drive customer profitability to more
appropriate levels or sever relationships where reasonable
profitability could not be achieved.  In its Industrial Energy
North America business, the company continues to enjoy strong
growth in its motive power product lines.  These increases have
been more than offset by a soft network power market, including
lower sales to the U.S. Navy as they transition to Valve Regulated
Lead Acid (VRLA) technology.

The Company had a net loss of $35.1 million for the second quarter
of 2007, compared with a net loss of $33.0 million for the 2006
second quarter.  The slight increase in net loss is primarily
attributable to increased interest expense as a result of higher
debt levels and higher interest rates related to amendments to the
company's credit agreement made in the fourth quarter of fiscal
2006.

Adjusted EBITDA in the second quarter of fiscal 2007 was
$33.4 million, a 34% increase over fiscal 2006 Adjusted EBITDA of
$24.9 million.  The increase in Adjusted EBITDA is attributable
to improved margins as a result of pricing actions, and a
decrease in general and administrative expenses of approximately
$6.7 million related to headcount reductions and other
organizational and operational streamlining initiatives.  These
factors were partially offset, however, by higher lead costs.

                       Fiscal Year-To-Date

Consolidated net sales for the first six months of fiscal 2007
were $1,363.5 million versus $1,355.8 million for the first
six months of fiscal 2006.  Excluding the favorable impact of
exchange rates, sales were slightly down year-over-year
principally due to lower unit volume in the company's
Transportation North America business driven by our pricing
actions and soft network power demand in North America.

The Company had a net loss of $73.0 million for the first six
months of 2007, compared with a net loss of $68.7 million for the
first six months of 2006.  The increase in net loss is primarily
attributable to an increase in restructuring charges of
approximately $6.4 million driven principally by the April 2006
closing of the Company's automotive battery plant in Shreveport,
Louisiana, and to a $12.2 million increase in interest expense due
to higher debt and higher rates resulting from the recent
amendments to its credit agreement.

Combined Adjusted EBITDA for the first six months of fiscal
2007 was $60.6 million, an increase of 38% over fiscal 2006
Adjusted EBITDA of $44.0 million.  The increase in Adjusted
EBITDA is attributable to improved margins as a result of pricing
actions, slight reductions in selling, marketing, and advertising
costs, and savings of approximately $4.5 million in general and
administrative expenses as a result of ongoing initiatives to
streamline the organization.  These savings were partially
offset, however, by higher lead and fuel costs.

A full-text copy of Exide's Form 10-Q is available for free at:

               http://researcharchives.com/t/s?1552

                           About Exide

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue No. 93;
Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


FLYI INC: Court Okays Disclosure Statement Explaining Amended Plan
------------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware approved the Disclosure Statement explaining
FLYi, Inc., and its six debtor-affiliates' Amended Plan of
Liquidation at a hearing on November 17, 2006.

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

As reported in the Troubled Company Reporter on Aug. 18, 2006, the
Debtors delivered to the Court their Joint Plan of Liquidation and
Disclosure Statement.

As reported in the Troubled Company Reporter on Nov. 6, 2006, the
Court adjourned until Nov. 17, 2006, the hearing to consider
approval of the Debtors' Disclosure Statement.

The Debtors delivered an Amended Plan and Disclosure Statement
four days before the Disclosure Statement hearing.

The Debtors anticipate their Amended Plan to take effect on
February 28, 2007.

                  Summary of First Amended Plan

According to Richard Kennedy, president and general counsel of
FLYi, the largest asset of the Debtors' estates available for
creditors has been the Debtors' stock in UAL Corp., the parent
company of United Air Lines, Inc.  The Debtors obtained the right
to that stock pursuant to a Court-approved settlement with United
Air Lines resolving:

   (a) the Debtors' unsecured claim in United Air Lines' own
       Chapter 11 bankruptcy proceeding, which claim resulted
       from United Air Lines' rejection of its contracts with
       FLYi and Independence Air, Inc.; and

   (b) Independence Air's administrative claim in United
       Air Lines' cases resulting from violations of state and
       federal antitrust laws in competition with Independence
       Air's operations.

Mr. Kennedy discloses that the Debtors received additional
250,000 shares of United Air Lines stock on September 22, 2006.
In consultation with the Official Committee of Unsecured
Creditors, the Debtors developed a strategy to monetize the
United Air Lines Stock pursuant to acceptable market terms.

To date, the Debtors have realized $103,375,926 in net proceeds
after transaction costs, implying an average net price of $29.38
per share.

                Treatment of Claims and Interests

The Debtors amended the classification and treatment of claims
against and interests in their Estates under the Plan:

                              Estimated
                               Allowed        Estimated
Class       Claims             Status    Claim Amount   Recovery
-----       ------             ------    ------------   --------
N/A  Administrative Claims    Unimpaired  $6,100,000        100%

N/A  Priority Tax Claims      Unimpaired           -        100%

  1   Secured Claims           Unimpaired  $7,000,000 to     100%
         against any Debtor                $15,400,000

  2   Priority Claims          Unimpaired  $3,900,000 to     100%
         against any Debtor                $12,600,000

  3A  General Unsecured        Impaired    $341,700,000 to   5.5%
         Claims against FLYi               $678,400,000      to
                                                            10.4%

  3B  Convertible Note Claims  Impaired    $126,700,000      5.5%
                                                             to
                                                            10.4%

  4   General Unsecured Claims Impaired    $425,400,000      6.9%
         against all Debtors                    to           to
         other than FLYi                   $798,800,000     19.6%


  5   FLYi Convenience Claims   Impaired    $100,000 to     10.4%
                                             $200,000

  6   Independence Convenience  Impaired    $500,000 to     19.6%
         Claims                              $9,500,000

  7   Intercompany Claim of     Impaired        N/A          N/A
         FLYi vs. Independence

  8   Penalty & Subordination   Impaired        N/A          N/A
         Claims

  9   Old Stock Interests       Impaired        N/A          N/A

The Debtors' estimate of recoveries for claimholders in Classes
3A, 3B and 4 under the Plan are based on their estimate of
legitimate Administrative Claims filed as of the March 31, 2006
bar date.  However, Mr. Kennedy says, there can be no assurance
that the Debtors' estimate of the likely aggregate allowed amount
of those claims will prove to be accurate.

Mr. Kennedy states that a very substantial portion of the Claims
asserted against the Debtors are currently disputed claims filed
as a result of the rejection of aircraft leases and other
executory contracts.  He notes that the likely range for the
aggregate allowed amount of those claims is very large.

In the case of lease rejection damage claims relating to
aircraft, Mr. Kennedy explains that the wide range arises from
(i) a difference in the methodology applied by the claimants and
the Debtors in measuring the claimants' damages and (ii) the
differences in the assumptions used in deriving those claims.

                      Administrative Claims

As of November 7, 2006, there were 978 Administrative Claims
totaling approximately $71,150,000 against the Debtors, of which:

   (i) 356 Claims aggregating $13,840,000 are against FLYI; and

  (ii) 622 Claims totaling $57,310,000 are against Independence
       Air.

The Debtors continue to believe that a large portion of the
Claims should not be afforded administrative priority.  The
Debtors intend to file objections to many of those Claims on
certain grounds.

The Debtors estimate that approximately $49,600,000
Administrative Claims relating to aircraft still remain following
the claimants' withdrawal, amendment, and replacement of Claims,
and the expungement of those Claims.

The Debtors also believe that:

   -- approximately $5,100,000 of those Claims represents
      duplicate claims filed against both FLYi and Independence;
      and

   -- approximately $3,500,000 represents a Claim fled against
      Atlantic Coast Airlines, Inc., for loss of residual value
      support provided by third parties that the Debtors do not
      believe is entitled to administrative priority.

Of the remaining $41,000,000, the Debtors note that legitimate
Administrative Claims represent no more than approximately
$15,000,000, as they do not believe that the remainder of the
Claims merit administrative priority in their bankruptcy cases.

The Debtors relate that in October 2006, they filed an omnibus
objection seeking to reclassify all but a small portion of the
employee severance claims from the Administrative Claims to
General Unsecured Claims.  In October 2006, the Court
reclassified approximately $20,700,000 of Administrative Claims
to General Unsecured Claims.  The objection remains pending with
respect to the remaining Claims.

In calculating the estimated recoveries to Claimholders in
Classes 3A, 3B and 4 under the Plan, the Debtors have assumed
that substantially all of the remaining Administrative Claims
filed by employees will be disallowed as Administrative Claims.

However, Mr. Kennedy notes, there can be no assurance that the
Debtors' estimates of the likely aggregate allowed amount of any
remaining Administrative Claims will prove to be accurate.

The Debtors estimate that of the remaining filed Administrative
Claims, around $6,100,000 may be Allowed Claims.  The Debtors'
estimate of recoveries for Claimholders in Classes 3A, 3B and 4
under the Plan are based on their estimates of the legitimate
Administrative Claims that were filed by November 7.

                       Distribution Trust

The Debtors have chosen Anthony Schnelling of Bridge Associates
LLC, or other party that may be selected jointly by the Debtors
and the Creditors Committee, to serve as distribution trustee to
manage the FLYi and Independence Air Trust Assets and to make
distributions on account of the Claims pursuant to the Plan.

In full satisfaction of the Secured and Priority Claims against
any Debtor, the Distribution Trustee will pay in full, in cash,
holder of an allowed claim from an applicable Priority Claims
Trust Account.

Each holder of allowed General Unsecured Claims against FLYi and
allowed Convertible Note Claims will be deemed to receive a pro
rata share of the net proceeds of the FLYi Distribution Trust
Assets.

Any holder of an allowed General Unsecured Claim against any
Debtor other than FLYI will receive a pro rate share of the net
proceeds of the Independence Distribution Trust Assets.

Each holder of Allowed FLYi Convenience Claims against FLYi will
receive cash from the FLYi Distribution Trust Account equal to
10.4% of the allowed claim amount.

Holder of an allowed Independence Convenience Claim against a
Debtor other than FLYi will receive cash from the Independence
Distribution Trust Account equal to 19.6% of the allowed Claim.

The Distribution Trustee may postpone quarterly distribution
until the next quarterly distribution date if the amount is too
small to justify administrative costs associated with the
distribution.

The Distribution Trust will be terminated on the fifth
anniversary of the Plan's effective date, unless the Court
approves an extension.

                Unsecured Debts and Claim Status

FLYi agreed to issue certain other non-interest bearing
convertible notes in connection with the early termination of
additional J-41 lease.  The notes were not, however, the Debtors'
liabilities as of the Petition Date because they were either
converted into FLYi common stock before the Petition Date or were
never issued by FLYi, Mr. Kennedy relates.

The Debtors estimate that $9,700,000 of tax-exempt bonds in the
principal amount of $12,345,000 issued by the Industrial
Development Authority of Loudon County in Virginia, remains
outstanding.  On October 2, 2006, Manufacturers and Traders Trust
Company drew on a letter of credit to fully satisfy the
outstanding amount of the IDA Bonds, including all accrued and
unpaid interest to date.

Moreover, as of November 7, 2006, approximately 5,952 claims have
been filed against the Debtors totaling $2,468,000,000.

The Debtors continue to believe that a large portion of the
Claims should not be afforded administrative priority.

                 Creditors Panel Members' Claims

The Debtors disclose the amount of claims asserted by members of
the Creditors Committee against the Estate:

Member                            Claim Amount  Debtor
------                            ------------  ------
U.S. Bank National Assoc.         $126,708,333  FLYi

Canadian Regional Aircraft Finance
   Transaction No. 1 Ltd.           80,900,824  FLYi
                                    65,360,824  Independence Air

Air Line Pilots Association          5,786,896  Independence Air

Assoc. of Flight Attendants            100,477  Independence Air

Trident Turboprop (Dublin) Ltd.     16,262,707  FLYi

Avex Flight Support, Inc.               82,932  Independence Air

                     Intercompany Resolution

Notwithstanding that the Debtors' estates are being jointly
administered by the Court, each of the Debtors remains a separate
legal entity.  Hence, any plan to be confirmed for the Debtors
must provide that the assets of each Debtor are to be used only
to pay claims against that Debtor, and those claims cannot be
asserted against other Debtors.

Pursuant to the Amended Plan, the Debtors will treat the United
Claim Settlement Proceeds as an asset of the joint estate and
will eliminate the Intercompany Claims.

The Debtors and the Creditors Committee have agreed not to pursue
a plan predicated upon the substantive consolidation of the FLYi
and Independence Air estates.  Instead, the parties will pursue
the Plan that separately classifies Claims against FLYi and
Independence Air, and treats the assets of each Debtors as
separate.

For administrative convenience, however, the Plan seeks Court
approval to consolidate the Debtors -- other than FLYi -- into
Independence Air.  The substantive consolidation will not affect
the Claims against, or assets of, Independence Air.

Based on the Debtors' Schedules of Assets and Liabilities, the
five Debtors that are to be substantively consolidated into
Independence Air have no material assets, Mr. Kennedy notes.
Therefore, Independence Air creditors will receive the same
distributions on account of their claims regardless of whether
the Debtors are substantively consolidated into Independence Air.

Other than the United Claim Settlement Proceeds and Cash held by
FLYi, substantially all of the assets of the Debtors' Estates are
Independence Air's assets.

                       Intercompany Claims

Mr. Kennedy relates that the Debtors may also have listed certain
key factors that tend to support whether each component of the
Intercompany Claims would be treated as debt or equity by a court
based on various factors.

The Debtors state that approximately $151,000,000 of the
Intercompany Claim represents cash transfers from FLYi to
Independence Air between September 2004 and February 2005.

In addition, approximately $95,000,000 of the Intercompany Claim
represents:

   (i) two notes payable from Independence Air to FLYi amounting
       to $50,000,000 and $7,500,000 issued in 1997; and

  (ii) approximately $37,500,000 in accrued interest on notes at
       9.7% interest rate from 1997 to the Petition Date.

The principal balance of, and any accrued interest on, the notes
are due and payable on demand.

Mr. Kennedy notes that it is still questionable whether any
material part of the Intercompany Claim in excess of the
$151,000,000 component would be treated as a valid Independence
Air debt if the validity of the Intercompany Claim were litigated
in the Bankruptcy Court.

                 Plan Provides Global Resolution

The Debtors ask the Court to confirm the Amended Liquidation Plan
because it satisfies the standards for settlements pursuant to
Rule 9019 of the Federal Rules of Bankruptcy Procedure, to the
extent applicable to a global resolution under the Plan.

The Creditors Committee supports the Debtors' position.

The Debtors and the Creditors Committee believe that the Amended
Liquidation Plan is both fair and reasonable because it:

   (a) allocates the United Claim Settlement Proceeds equally
       between the FLYi and Independence Air Estates;

   (b) treats the Intercompany Claim as satisfied without any
       additional consideration as a result of the allocation;

   (c) allocates professional fees equally between FLYi and
       Independence Air; and

   (d) treats all other non-professional fee administrative
       claims as obligation of the Independence Air Estate.

A full-text copy of the Debtors' First Amended Liquidation Plan
is available at no charge at http://ResearchArchives.com/t/s?1574

A full-text copy of the Debtors' First Amended Disclosure
Statement is available at no charge at:

            http://ResearchArchives.com/t/s?1575

                       About FLYi, Inc.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FORD MOTOR: Restates First and Second Quarter Financial Statements
------------------------------------------------------------------
Ford Motor Company filed its amended financial statements for
quarterly periods ended March 31, 2006, and June 30, 2006, with
the Securities and Exchange Commission, to restate consolidated
and sector statements of income, balance sheets and cash flows.

The restatements are related to an amended 2005 10-K Report
published in Troubled Company Reporter on Nov. 15, 2006.  The
amended annual report includes amended financial statements for
each of the years ended Dec. 31, 2003, 2004, and 2005, and
selected financial data for each of the years 2001 through 2005 to
correct accounting for certain derivative transactions under
Paragraph 68 of the Statement of Financial Accounting Standards
133, Accounting for Derivative Instruments and Hedging Activities.

             Restated First and Second Quarter Results

For the three months ended March 31, 2006, the Company incurred a
$1.4 billion net loss on $36.9 billion of net revenues compared to
$875 million of net income earned on $39.4 billion of net revenues
for the same period in 2005.

At March 31, 2006, the Company's restated balance sheet showed
total assets of $269 billion, total liabilities of $255.6 billion
and total stockholders' equity of $12.2 billion.

For the three months ended June 30, 2006, the Company incurred a
$317 million net loss on $37.8 billion of net revenues compared to
$1.2 billion of net income earned on $38.7 billion of net revenues
for the same period in 2005.

At June 30, 2006, the Company's restated balance sheet showed
total assets of $277 billion, total liabilities of $261.1 billion
and total stockholders' equity of $14.7 billion.

A Full-text copy of the company's amended financial statements for
the quarter ended March 30, 2006, are available for free at:

               http://researcharchives.com/t/s?1560

A Full-text copy of the company's amended financial statements for
the quarter ended June 31, 2006, are available for free at:

               http://researcharchives.com/t/s?1561

                         About Ford Motor

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

                           *     *     *

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

At the same time, Fitch Ratings placed Ford Motor's 'B+/RR3'
senior unsecured debt on Rating Watch Negative.

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


FORD MOTOR: SEC Wants Additional Disclosure on Restated Financials
------------------------------------------------------------------
Ford Motor Company has been contacted by the Division of
Corporation Finance and the Division of Enforcement of the
Securities and Exchange Commission.

The SEC wants additional information regarding the disclosures in
the Current Reports on Form 8-K dated Oct. 20, 2006, the Annual
Reports on Form 10-K/A for the year ended Dec. 31, 2005, and the
Quarterly Reports on Form 10-Q for the period ended Sept. 30,
2006, filed by Ford and Ford Motor Credit Company relating to
their recent restatement of financial results.

Ford said it is voluntarily cooperating with SEC's informal
inquiries.

As reported in the Troubled Company Reporter on Nov. 15, 2006,
Ford restated its previously reported financial results from 2001
through 2005 to correct accounting for certain derivative
transactions under Paragraph 68 of the Statement of Financial
Accounting Standards 133, Accounting for Derivative Instruments
and Hedging Activities.

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

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

                           *     *     *

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

At the same time, Fitch Ratings placed Ford Motor's 'B+/RR3'
senior unsecured debt on Rating Watch Negative.

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


FOSTER WHEELER: Earns $54.6 Million in Quarter Ended September 30
-----------------------------------------------------------------
Foster Wheeler Ltd. posted a $54.6 million net income for the
quarter-period ended Sept. 29, 2006.  Net income excludes:

     a) a gain of $36.1 million arising from asbestos insurance
        settlements and a successful appeal relating to the
        company's subsidiaries' asbestos insurance coverage
        litigation; and

     b) a charge of $14.8 million arising from the voluntary
        termination of the Company's former credit agreement.

Including these items, net income for the quarter was
$75.8 million.

For the first nine months of 2006, net income was $110.5 million,
excluding:

     a) a gain of $115.7 million arising from asbestos insurance
        settlements and a successful appeal relating to the
        company's subsidiaries' asbestos insurance coverage
        litigation;

     b) a charge of $14.8 million arising from the voluntary
        termination of the Company's former credit agreement;

     c) a $12.5 million charge incurred in connection with certain
        debt reduction initiatives; and

     d) for EPS calculations only, the fair value of additional
        shares issued in January 2006 as part of certain warrant
        offers.

Including these items, net income was $198.9 million.

"I am delighted that we have delivered a second successive record-
breaking net earnings quarter and I am particularly pleased with
the performance of our Global Engineering and Construction Group,
which continues to drive our record earnings," said Raymond J.
Milchovich, the Company's chairman, president and chief executive
officer.  "Comparing the first nine months of 2006 with the first
nine months of 2005:

The Company began recording stock option compensation expense in
2006 and $1.9 million and $5.6 million, respectively, were
expensed in the third quarter and first nine months of 2006.

                 Bookings, Revenues and Backlog

The Company achieved another very strong bookings quarter.
Bookings during the third quarter of 2006, measured in scope,
increased to $924.8 million, up 5 percent from $879.3 million in
the year-ago quarter.  For the first nine months of 2006, bookings
measured in scope increased significantly to $2.67 billion, up 43
percent from $1.87 billion for the first nine months of 2005.

Operating revenues in the third quarter of 2006, measured in
scope, increased by 65 percent to $727.1 million, compared with
$440.1 million in the third quarter of 2005.  Operating revenues
for the third quarter of 2006, including flowthrough costs,
increased to $910.6 million, up 71 percent from $532.4 million in
the third quarter of 2005.

For the first nine months of 2006, operating revenues, measured in
scope, were $1.87 billion, up by 41 percent from $1.33 billion for
the first nine months of 2005.  Including flowthrough costs,
operating revenues for the first nine months of 2006 were $2.30
billion, up by 46 percent from $1.58 billion for the first nine
months of 2005.

Backlog, measured in scope, continued to grow, increasing by 53
percent to $3 billion at the end of the third quarter of 2006,
compared with backlog of $1.95 billion at the end of the third
quarter of 2005.

                       Cash and Liquidity

The Company's total cash and short-term investments at the end of
the third quarter of 2006 were $509.7 million, of which $372.5
million were held by the Company's non-U.S. subsidiaries.  This
total cash balance compares with $372.7 million at the end of
2005, and $342.1 million at the end of the third quarter of 2005.
The substantial increase between the end of 2005 and the third
quarter of 2006 resulted primarily from cash generated by
operations of $133.6 million, mainly due to a very strong
operating performance in the Global E&C Group.

Global cash balances increased by $151.7 million between the end
of the second quarter of 2006 and the end of the third quarter of
2006.  Movements in working capital accounted for approximately
$90 million of the increase, primarily due to favorable payment
terms and collections on new and existing projects.

On Oct. 16, 2006, the Company disclosed that it had successfully
closed on a new $350 million five-year senior secured domestic
credit facility.  The Company will be able to utilize the facility
by issuing letters of credit up to the full $350 million limit.
The Company also has the option to use up to $100 million of the
$350 million amount for revolving borrowings, although the Company
has no current plans to do so.  The new credit agreement provides
the increased bonding capacity and financial flexibility required
to support the Company's increased volume of business and, at
current usage levels, will also reduce the Company's annual
bonding costs by approximately $8 million.

During the third quarter of 2006, the Company's subsidiaries
agreed with three additional insurers to settle disputed asbestos-
related coverage.  As a result of these settlements, the Company
recorded a gain of $16.6 million, increased its insurance asset by
$4 million and received cash of $12.6 million.  In addition,
during the third quarter of 2006, the Company's subsidiaries were
successful in their appeal of the trial court decision regarding
the state law applicable in their asbestos insurance coverage
litigation. As a result, the Company further increased its
insurance asset and recorded a gain of $19.5 million.

The Company has funded $30.2 million of asbestos liability
indemnity payments and defense costs from its cash flow during the
first nine months of 2006, net of the cash received from insurance
settlements.  The Company expects net positive cash inflows of
approximately $38 million in the fourth quarter of 2006 from its
asbestos management program.  The estimated positive fourth-
quarter 2006 net cash inflow represents the excess of estimated
cash receipts from existing insurance settlements over its
estimated indemnity and defense payments.  For all of 2006, the
Company forecasts a net cash inflow of approximately $7.8 million
from its asbestos management program.

                       About Foster Wheeler

With operational headquarters in Clinton, New Jersey, Foster
Wheeler Ltd. -- http://www.fwc.com/-- offers a broad range of
engineering, procurement, construction, manufacturing, project
development and management, research and plant operation services.
Foster Wheeler serves the refining, upstream oil and gas, LNG and
gas-to-liquids, petrochemical, chemicals, power, pharmaceuticals,
biotechnology and healthcare industries.

                           *     *     *

As reported in the Troubled Company Reporter on Aug 7, 2006,
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating and '1' recovery rating on Foster Wheeler Ltd.'s proposed
five-year, $350 million senior secured credit facilities due 2011,
reflecting a high expectation of full recovery of principal (100%)
in the event of a payment default.

As reported in the Troubled Company Reporter on May 30, 2006,
Moody's Investors Service upgraded Foster Wheeler's corporate
family rating to B1 from B3 and assigned a Ba3 rating to the
Company's $250 million senior secured bank revolving credit
facility.  The rating outlook is changed to Positive.


FREEPORT-MCMORAN: Inks Merger Pact With Phelps Dodge for $25.9 BB
-----------------------------------------------------------------
Freeport-McMoRan Copper & Gold Inc. and Phelps Dodge Corporation
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 Phelps Dodge

Phelps Dodge Corporation (NYSE: PD) 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.

               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.


FREEPORT-MCMORAN: Phelps Dodge Purchase Prompts Moody's Review
--------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
Freeport-McMoRan Copper & Gold Inc.'s Ba3 corporate family rating
and its B1 senior unsecured rating.

At the same time Moody's placed under review for possible
downgrade the Baa2 senior unsecured ratings of Phelps Dodge
Corporation.

The reviews were prompted by the joint announcement of Freeport
and Phelps Dodge that Freeport will acquire Phelps Dodge under a
merger agreement for a purchase price of approximately
$25.9 billion in cash and shares.  Freeport has arranged debt
financing of approximately $16 billion to fund the cash portion of
the deal, bringing the combined debt of both companies, including
Moody's adjustments for unfunded pensions and operating leases, to
approximately $18.9 billion.

The review for upgrade of Freeport's ratings recognizes the
improved business profile Freeport will assume with the
acquisition of Phelps Dodge.  Its rating has reflected both its
single mine operation and the challenges that may arise from doing
business solely in Indonesia.

The acquisition of Phelps Dodge will significantly reduce
Freeport's dependence on one mine, although that mine will still
comprise a significant component of the production of Freeport
post acquisition.  However, Freeport will remain highly
concentrated in a single commodity, copper, and its financial
profile will change significantly as its debt increases to
$18.9 billion.

It is possible that the corporate family rating of Freeport will
be upgraded by one notch or affirmed, depending on the outcome of
the review.  It is unlikely that the rating will be downgraded,
unless metals prices or the outlook for metals prices retreat
appreciably from current levels.

The review for downgrade of Phelps Dodge reflects the significant
amount of debt that it will be called upon to support at the
Freeport level.  Phelps Dodge will provide an upstream guarantee
to the new and existing debt at Freeport.  In all likelihood the
existing rated debt of Phelps Dodge will be assigned a non-
investment grade rating upon conclusion of the review.

On Review for Possible Downgrade:

   * Issuer: Cyprus Amax Minerals Company

      -- Senior Unsecured Regular Bond/Debenture, Placed on
         Review for Possible Downgrade, currently Baa2

   * Issuer: PD Capital Trust I

      -- Preferred Stock Shelf, Placed on Review for Possible
         Downgrade, currently (P)Baa3

   * Issuer: PD Capital Trust II

      -- Preferred Stock Shelf, Placed on Review for Possible
         Downgrade, currently (P)Baa3

   * Issuer: Phelps Dodge Corporation

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

      -- Senior Unsecured Regular Bond/Debenture, Placed on
         Review for Possible Downgrade, currently Baa2

On Review for Possible Upgrade:

   * Issuer: Freeport-McMoRan Copper & Gold Inc.

      -- Corporate Family Rating, Placed on Review for Possible
         Upgrade, currently Ba3

Outlook Actions:

   * Issuer: Cyprus Amax Minerals Company

      -- Outlook, Changed To Rating Under Review From Positive

   * Issuer: Freeport-McMoRan Copper & Gold Inc.

      -- Outlook, Changed To Rating Under Review From Stable

   * Issuer: PD Capital Trust I

      -- Outlook, Changed To Rating Under Review From Positive

   * Issuer: PD Capital Trust II

      -- Outlook, Changed To Rating Under Review From Positive

   * Issuer: Phelps Dodge Corporation

      -- Outlook, Changed To Rating Under Review From Positive

The review will focus on:

      -- Freeport's plan to reduce debt from internally generated
         cash flow, the timeframe involved, and Moody's view of
         the ability of the company to do so under various metals
         price scenarios;

      -- the commitment of the company to reduce debt,
         particularly in view of its history of returning
         significant amounts of cash to shareholders, principally
         through special dividends;

      -- the likelihood of debt reduction from the issue of
         equity or equity-like securities;

      -- the likelihood of asset sales being used to reduce debt;

      -- the final legal and capital structure of the combined
         companies and whether any of the existing or new debt is
         structurally subordinated.

This analysis of the legal and capital structure will have an
impact on notching only, and not on the corporate family rating.
Moody's understands that the majority of the permanent, i.e. non-
bridge bank debt, at Freeport will be secured and that the
existing notes and bonds at Phelps Dodge may rank pari-passu with
this debt.

Moody's also understands that the new notes and bonds to be issued
by Freeport in replacement of the bridge debt may be unsecured,
thus ranking junior to the aforementioned debt.  In considering
Freeport's ability to reduce debt from internally generated funds,
Moody's will consider, in addition to various metals price
scenarios, various scenarios for both operating and development
costs, and expected and required capital expenditure levels.

Moody's notes that there is no certainty that the proposed
transaction will be completed.  There could be other bids
involving these and perhaps other companies.  The final ratings
applicable to the debt of Freeport and Phelps Dodge will depend on
the final terms and structure of any transaction consummated.

Phelps Dodge Corporation is a Phoenix based producer of copper and
molybdenum and had revenue in 2005 of $8.3 billion.

Freeport-McMoRan Copper & Gold Inc. is a Louisiana based producer
of copper and gold through its Grasberg mine in Indonesia and
revenue in 2005 of $5.9 billion.


FREEPORT-MCMORAN: $25.9-Bil. Purchase Deal Cues S&P's CreditWatch
-----------------------------------------------------------------
Standard & Poor's placed its 'BB-' corporate credit and its other
ratings on Freeport-McMoRan Copper & Gold Inc. on CreditWatch with
positive implications and its 'BBB' corporate credit and its other
ratings on Phelps Dodge Corp. on CreditWatch with negative
implications.

The actions followed the report that Freeport entered into an
agreement with Phelps Dodge to acquire Phelps in a transaction
valued at $25.9 billion.

New Orleans, Louisiana-based Freeport will fund the acquisition
with approximately $18 billion in cash and $8 billion of equity.
Standard & Poor's expects the $18 billion cash componentto be
funded by $2.5 billion of existing cash balances and approximately
$16 billion of debt.

Pro forma for the transaction, at Sept. 30, 2006, total debt,
including Standard & Poor's adjustment for debt-like liabilities,
will approximate an aggressive $17.8 billion.

A successful acquisition of Phoenix, Arizona-based Phelps Dodge
would markedly enhance Freeport's position in the mining industry
by augmenting its reserve, production, and geographic diversity
while somewhat mitigating the company's exposure to the political
and legal risks of operating in Indonesia, which historically have
been key risk factors in the assessment of Freeport's
corporate credit ratings.

"However, we are concerned about the combined entity's aggressive
debt levels and the ability to reduce debt to more appropriate
levels within a reasonable timeframe," said Standard & Poor's
credit analyst Thomas Watters.

"We acknowledge the strong metals price environment but do not
expect current prices to remain near these levels during the next
several years.  Hence, it is quite possible the combined entity
will not be investment-grade, which would represent at least a
two-notch downgrade of our existing corporate credit rating on
Phelps Dodge."

"As part of our review, we will assess the company's ability to
reduce debt, which will encompass a review of the company's
capital expenditure plans and the potential for assets sales.
However, given the current very active state of mergers and
acquisitions in the metals and mining industry, it is quite
possible further, more aggressive competing bids could
emerge," Mr. Watters added.

Standard & Poor's also plans to assess and review the final
corporate structure and the relative position of the various debt
issues in this structure.


GLOBAL POWER: Gets $85MM DIP Financing Pledge From Morgan Stanley
-----------------------------------------------------------------
Global Power Equipment Group Inc. received a commitment from
Morgan Stanley Senior Funding Inc. for debtor-in-possession credit
facilities in an aggregate amount of up to $85 million.

The DIP credit facilities are subject to further due diligence by
Morgan Stanley and certain other customary conditions, including
approval by the United States Bankruptcy Court for the District of
Delaware.  Among other purposes, the proceeds of the DIP credit
facilities will be used to refinance Global Power's existing
senior secured revolving debt and term loan, facilitate bonding
and performance obligations under letters of credit, and provide
further liquidity to Global Power in support of its ordinary
course business operations.

Global Power obtains an interim DIP credit facility in an
aggregate amount of $10 million arranged by Bank of America, the
proceeds of which will be used to support a letter of credit
facility for Global Power's Williams Industrial Services Group
business until such time as the DIP credit facilities to be
provided by Morgan Stanley become available.

"We are pleased with the progress we are making in ensuring that
Global Power continues to have adequate levels of financing to
stabilize our operations and meet customer needs as we move
forward with our reorganization," John Matheson, President and
Chief Executive Officer of Global Power, said.  "The interim DIP
credit facility arranged by Bank of America fills a unique need of
our Williams business, which requires letters of credit and
bonding in its ongoing work.  At the same time, we are pleased to
have secured a commitment from Morgan Stanley to provide permanent
DIP credit facilities for use by our entire organization."

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

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


GRACELINE LAKEWOOD: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Graceline Lakewood Shores LLC
                4905 34th Street South #264
                St. Petersburg, FL 33711

Involuntary Petition Date: November 17, 2006

Case Number: 06-06533

Chapter: 11

Court: Middle District of Florida (Tampa)

Petitioners' Counsel: Alberto F Gomez, Jr., Esq.
                      Morse & Gomez, PA
                      119 South Dakota Avenue
                      Tampa, FL 33606
                      Tel: (813) 301-1000

   Petitioner                 Nature of Claim       Claim Amount
   ----------                 ---------------       ------------
Graceline Gulf Contracting    Unsecured                  $46,279
Inc.
4905 34th Street South #264
St. Petersburg, FL 33711

Graceline Progressive Land    Unsecured                  $24,456
Developers, LLC
2121 Barcelona Way South
St. Petersburg, FL 33712

Nura Properties, LLC          Unsecured                  $13,017
4905 34th Street South #264
St. Petersburg, FL 33711

Benchmark Construction        Unsecured                   $4,904
Management, Inc.
4905 34th Street South #264
St. Petersburg, FL 33711


GRANITE BROADCASTING: Does Not Have Enough Cash to Pay Interest
---------------------------------------------------------------
Granite Broadcasting Corporation does not presently have enough
cash to make the Dec. 1, 2006, interest payment of $19,744,000 on
its 9-3/4% senior secured notes and to repay all amounts
outstanding under its $70,000,000 credit agreement also due on
Dec. 1, 2006.

The Company disclosed this in its latest filing with the
Securities and Exchange Commission on Form 10-Q.

                         Credit Agreement

The Company entered into a credit and guaranty agreement with
Silver Point Finance LLC, as administrative agent, and the
lenders, in July 2006.

The Credit Agreement provides for two secured loans: a $40 million
Tranche A Term Loan and a Convertible Tranche B Term Loan for
$30 million.

The Tranche B Term Loan is presently convertible, at the option of
the Lenders in the aggregate, into 200,000 shares of the Company's
12-3/4% cumulative exchangeable preferred stock.

The existing assets of the Company and its subsidiaries secure
both term loans generally on a pari passu basis with the Notes.
Both term loans mature on Dec. 1, 2006.

             Bankruptcy Warning & Going Concern Doubt

In order to improve the Company's existing liquidity position and
to further the Company's business strategy, the Company is
reviewing all potential reorganization alternatives with respect
to its debt obligations and preferred stock, including a
reorganization under Chapter 11 of the Bankruptcy Code.  A lack of
liquidity would have a material adverse effect on the Company's
business strategy and therefore affect its ability to continue as
a going concern.

Granite Broadcasting Corporation (OTCBB: GBTVK) --
http://www.granitetv.com/-- owns and operates, or provides
programming, sales and other services to 23 channels in the
following 11 markets: San Francisco, California; Detroit,
Michigan; Buffalo, New York; Fresno, California; Syracuse, New
York; Fort Wayne, Indiana; Peoria, Illinois; Duluth, Minnesota-
Superior, Wisconsin; Binghamton, New York; Utica, New York and
Elmira, New York.  The Company's channel group includes affiliates
of NBC, CBS, ABC, CW and My Network TV, and reaches approximately
6% of all U.S. television households.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Moody's Investors Service lowered Granite Broadcasting
Corporation's rating on the Company's 9-3/4% senior secured notes
due 2010 to Caa2 from Caa1 in connection with the rating agency's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology.


GRANITE BROADCASTING: Has $82M Working Capital Deficit at Sept. 30
------------------------------------------------------------------
Granite Broadcasting Corporation filed its third quarter financial
statements ended Sept. 30, 2006, with the Securities and Exchange
Commission on Nov. 14, 2006.

                           Balance Sheet

The Company's Sept. 30 balance sheet showed a working capital
deficit of $82,309,296 with $56,754,503 in total current assets
available to pay $139,063,799 in total current liabilities.  This
compares with $70,560,122 in total current assets available to pay
$71,486,767 in total current liabilities at Dec. 31, 2006.

At Sept. 30, 2006, the Company's balance sheet showed $443,563,020
in total assets and $957,622,233 in total liabilities, resulting
in a $514,059,213 stockholders' deficit.  The Company had a
$431,078,769 deficit at Dec. 31, 2006.

The Company had an accumulated deficit of $513,897,324 at
Sept. 30, 2006, compared with an accumulated deficit of
$430,792,098 at Dec. 31, 2005.

                       Results of Operations

Net revenues consist primarily of local, national, and political
airtime sales, net of sales adjustments and agency commissions.
Additional, but less significant, amounts are generated from
network compensation, internet revenues, barter/trade revenues,
production revenues and other revenues.

Net revenue increased $1,952,000 or 6.9% to $30,109,000 for the
three months ended Sept 30, 2006, from $28,157,000 for the three
months ended Sept. 30, 2005.  Increases in political advertising
revenue and the inclusion of the results of WBNG-TV (acquired on
July 25, 2006) were partially offset by decreases in non-political
local and non-political national revenue and decreased network
compensation.  Declines in non-political local and national
revenue were driven by lower spending by automotive advertisers,
the Company's largest category, as well as lower spending in the
restaurant, retail, medical, and packaged goods categories.

Malara Broadcast Group's net revenues totaled $3,256,000 or 11%
and $3,398,000 or 12% of the total net revenues during the three
months ended Sept. 30, 2006, and 2005, respectively

Direct operating expenses, consisting primarily of programming,
news and engineering decreased $70,000 or less than 1% to
$14,000,000 for the three months ended Sept. 30, 2006, from
$14,070,000 for the same period in 2005.  The decrease was
primarily due to lower amortization of film contract rights due to
the effects of favorable renewals on our existing programming
commitments and the replacement of certain expensive, unprofitable
programs with less expensive, profitable programming, offset in
part by the inclusion of WBNG-TV in our consolidated results which
was acquired during the three months ended Sept. 30, 2006.

There were $1,093,000 and $1,592,000 of film asset write-downs
during the three months ended Sept. 30, 2006, and 2005,
respectively.

Selling, general and administrative expenses increased $582,000 or
6% to $9,989,000 for the three months ended Sept. 30, 2006, from
$9,407,000 for the same period in 2005.  The increase was
primarily due to the increased advertising and promotional costs
primarily relating to the launch MyNetworkTV at WMYD-TV and to
promote KBWB-TV as an independent station during the third quarter
of 2006 as well as the inclusion of WBNG-TV in the Company's
consolidated results, which was acquired during the three months
ended Sept. 30, 2006.

Malara Broadcast Group's direct operating expenses and selling,
general and administrative expenses for the three months ended
Sept. 30, 2006, and 2005 totaled $744,000 and $847,000,
respectively, of the total station expenses, after elimination of
expenses relating to various local service agreements between us
and Malara Broadcast Group.

For the third quarter ended Sept. 30, 2006, the Company reported a
$36,132,394 net loss compared with a $19,654,361 net loss in the
comparable quarter of 2005.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1577

             Bankruptcy Warning & Going Concern Doubt

In order to improve the Company's existing liquidity position and
to further the Company's business strategy, the Company is
reviewing all potential reorganization alternatives with respect
to its debt obligations and preferred stock, including a
reorganization under Chapter 11 of the Bankruptcy Code.  A lack of
liquidity would have a material adverse effect on the Company's
business strategy and therefore affect its ability to continue as
a going concern.

Granite Broadcasting Corporation (OTCBB: GBTVK) --
http://www.granitetv.com/-- owns and operates, or provides
programming, sales and other services to 23 channels in the
following 11 markets: San Francisco, California; Detroit,
Michigan; Buffalo, New York; Fresno, California; Syracuse, New
York; Fort Wayne, Indiana; Peoria, Illinois; Duluth, Minnesota-
Superior, Wisconsin; Binghamton, New York; Utica, New York and
Elmira, New York.  The Company's channel group includes affiliates
of NBC, CBS, ABC, CW and My Network TV, and reaches approximately
6% of all U.S. television households.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Moody's Investors Service lowered Granite Broadcasting
Corporation's rating on the Company's 9-3/4% senior secured notes
due 2010 to Caa2 from Caa1 in connection with the rating agency's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology.


HARRAH'S ENT: Earns $442 Million in 2006 Third Quarter
------------------------------------------------------
Harrah's Entertainment, Inc., reported 2006 third-quarter income
from operations of $442 million, an increase of 5% over the year-
ago quarter. Income from continuing operations was $178 million,
up 4% from $171 million in the 2005 third quarter.

Discontinued Operations for third quarter 2006 include the
financial results of Harrah's Lake Charles, and 2005 results were
restated to reflect the results of Harrah's Lake Charles in
Discontinued Operations.  Discontinued Operations for the 2005
third quarter also included the operating results of Reno Hilton,
Flamingo Laughlin and the Grand Gulfport subsequent to their
acquisition.

Third-quarter same-store sales at properties that Harrah's has
operated for more than 12 months rose 8% from the year-ago
quarter.  The comparison includes properties acquired in the
acquisition of Caesars Entertainment, Inc., but excludes
properties closed for all or part of the periods due to hurricane
damage sustained in the third quarter of 2005.

Third-quarter corporate expenses rose to $48 million from
$32 million in the 2005 third quarter due primarily to the
addition of stock-based compensation expense.

The amortization of intangible assets decreased from the 2005
third quarter, when estimates were used pending completion of the
Caesars purchase-price allocation.

Interest expense increased 10% year-over-year due primarily to
higher interest rates.

The third-quarter effective income tax rate, after minority
interest, was 35.1%, compared with a 36.4% third-quarter 2005 tax
rate.  The effective tax rate for the first nine months of 2006
was 36.6%, compared to 37.8% in the prior year period.  The 2006
effective tax rates reflect the impact of certain income-tax
benefits identified as the company completed its 2005 tax returns.
Excluding the impact of these benefits from the tax-rate
calculation, the effective tax rates for third-quarter and first
nine months of 2006 were 39% and 38%, respectively.

"We posted third-quarter revenue and Property EBITDA records and
an overall 8% increase in same-store sales," said Gary Loveman,
chairman, chief executive officer and president of Harrah's
Entertainment.  "The Las Vegas Region in particular benefited from
increased visitation and spending by members of the company's
Total Rewards customer-loyalty program, and the successful World
Series of Poker at the Rio.

"New Jersey's three-day shutdown of Atlantic City casinos due to a
state budget impasse, competitive activities in the city and
insufficient marketing initiatives on our part impacted our
Atlantic City Region performance.  Most other regions saw improved
operating earnings and higher margins," Mr. Loveman said.

"During the third quarter, we opened our new 450-room luxury hotel
in New Orleans, a new, smaller Grand Casino Biloxi Hotel & Spa in
Mississippi and a 258-room hotel in Metropolis, Illinois.  We also
began live harness racing and simulcasting at Harrah's Chester
Casino & Racetrack near Philadelphia," Mr. Loveman said.  "We plan
to open a casino with 2,750 slot machines at Chester in January
2007.

"We also continued to work on domestic and international expansion
plans," Mr. Loveman said.  "We initiated a campaign for voter
support of a November ballot measure that would allow development
of a casino in West Warwick, Rhode Island and are pursuing a slot-
parlor license with our partners in Pittsburgh.

"We continued to refine our master plans for Atlantic City and Las
Vegas, the latter of which will benefit from our agreement to
acquire the Barbary Coast property in exchange for land we own at
another location on the Las Vegas Strip," Mr. Loveman said.  "This
transaction will give us control of 350 acres at one of the most
famous intersections in the world and considerably strengthens our
ability to create a destination experience within the Las Vegas
market."

Subject to regulatory approvals, the Barbary Coast transaction is
expected to close in the 2007 first quarter.

"The London Clubs International acquisition will provide the
company with an immediate presence in the growing UK gaming market
and enhanced opportunities elsewhere in Europe.  And we continue
to pursue casino resort projects in other European countries, the
Caribbean and Asia," Mr. Loveman said.

"Meanwhile, our organic-growth strategy continues to deliver
strong results, and we are very enthusiastic about the many
exciting opportunities on the horizon," Mr. Loveman said.  "We
remain focused on our efforts to increase shareholder value."

                          About Harrah's

Headquartered in Las Vegas, Nevada, Harrah's Entertainment, Inc.
(NYSE:HET) -- http://www.harrahs.com/--  is a gaming corporation
that owns and operates casinos, hotels, and five golf courses
under several brands.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Standard & Poor's Ratings Services lowered its ratings on Harrah's
Entertainment and its subsidiary Harrah's Operating Co. Inc.,
including its long- and short-term corporate credit ratings to
'BB+' from 'BBB-' and to 'B' from 'A-3', respectively.  In
addition, these ratings were placed on CreditWatch with negative
implications.  This company had about $10.8 billion of reported
debt outstanding as of June 30, 2006.

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Fitch Ratings downgraded the debt ratings of Harrah's
Entertainment Inc. and its principal operating subsidiary Harrah's
Operating Co.  Harrah's Entertainment's Issuer Default Rating was
lowered to 'BB+' from 'BBB-'.  Harrah's Operating Co.'s Issuer
Default Rating was also downgraded to 'BB+' from 'BBB-'.  Other
affected Harrah's Operating ratings include: Bank Credit Facility
to 'BB+' from 'BBB-', Senior Unsecured Notes to 'BB+' from 'BBB-'
and Subordinated notes to 'BB-' from 'BB+'.


HARRISON DOOR: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Harrison Door Company, Inc.
             1951 Ramrod Avenue
             Henderson, NV 89014

Bankruptcy Case No.: 06-13447

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Harrison Landscape Company, LLC            06-13448

Type of Business: The Debtor provides and customizes commercial
                  roll-up doors, fire doors, counter doors,
                  rolling grills, gates, partitions and projection
                  screens.  The Debtor also installs residential
                  garage doors for both tract developers and
                  custom home developers.  See
                  http://www.harrisondoor.com/

Chapter 11 Petition Date: November 19, 2006

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: H. Stan Johnson, Esq.
                  Cohen Johnson & Day
                  3695 West Flamingo Road
                  Las Vegas, NV 89103
                  Tel: (702) 220-7050
                  Fax: (702) 220-4577

                            Estimated Assets   Estimated Debts
                            ----------------   ---------------
Harrison Door Company,      $100,000 to        $1 Million to
Inc.                        $1 Million         $100 Million

Harrison Landscape          $100,000 to        $1 Million to
Company, LLC                $1 Million         $100 Million


A. Harrison Door Company, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bank of Nevada                Bank loan                 $642,289
2700 West Sahara Avenue
Las Vegas, NV 89102

Clopay Corporation            Trade debt                $470,000
8585 Duke Boulevard
Mason, OH 45040

Marantec America Corporation  Trade debt                $208,005
5705 Centerpoint Court
Gurnee, IL 60031

Thomas and Leslie DeVore      Trade debt                $200,000

State of Nevada               Trade debt                $193,202
Department of Taxation

Internal Revenue Service      Trade debt                $174,027

Harrison Community            Trade debt                $165,000
Property Trust

Windsor Republic Doors        Trade debt                $146,513

Embarq Yellow Pages           Trade debt                $102,666

The Chamberlin Group          Trade debt                 $92,324

Assurance, Ltd.               Trade debt                 $82,492

American Entry Controls       Trade debt                 $66,957

Edward Detwiler               Trade debt                 $50,000

Enterprise Fleet Service      Trade debt                 $43,075

Overhead Door Corporation     Bank loan                  $37,619

American Express              Trade debt                 $37,619

The Cookson Company           Trade debt                 $28,000

ARCO Gas Pro                  Trade debt                 $14,399

Arrow Tru-Line                Trade debt                 $10,758

J.T. Fastners, Inc.           Trade debt                 $10,300


B. Harrison Landscape Company, LLC's 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Harrison Door Company, Inc.   Trade debt                $950,000
1951 Ramrod Avenue
Henderson, NV 89014

Donald & Cheryl Harrison      Trade debt                $200,000
388 Rushing Creek Court
Henderson, NV 89014

Rainbow Rock                  Trade debt                $186,841
2222 West Cheyenne Road
Las Vegas, NV 89032

Smith & Kotchka,              Trade debt                $132,966
Attorneys at Law

Internal Revenue Service      Trade debt                 $90,161

Turf Equipment Company        Trade debt                 $74,321

Harrison Door Company, Inc.   Trade debt                 $70,679

Bank of Nevada                Bank loan                  $68,701

Sunstate Equipment Company    Trade debt                 $56,311

Boething Treeland Farms, Inc. Trade debt                 $45,174

Impact Sand & Gravel          Trade debt                 $43,532

MS Concrete Company, Inc.     Trade debt                 $20,130

Embarq Yellow Pages           Trade debt                 $19,162

R&I Trucking                  Trade debt                 $17,381

Gallo's Nursery               Trade debt                 $11,925

Valley Sod Farms, Inc.        Trade debt                  $6,880

John Deere Landscape          Trade debt                  $6,749

A-G Sod Farms                 Trade debt                  $5,449

Vista Landscape Centers       Trade debt                  $4,584

Distinctive Curbing           Trade debt                  $3,674


HCA INC: Leveraged Buyout Closing Prompts Moody's to Junk Rating
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of the senior
unsecured notes assumed in the capital structure of HCA Inc. to
Caa1 from Ba2 after the closing of the leveraged buyout of the
company.

Moody's also formalized the provisional ratings assigned to HCA on
Oct. 19, 2006 as summarized below.  Concurrently, Moody's
concluded the review of HCA Inc. and will subsequently withdraw
those ratings.

The review of the ratings was initiated on July 24, 2006 after the
report that the company had agreed to be acquired in a leveraged
buyout led by private equity investors Bain Capital, Kohlberg
Kravis Roberts & Co., and Merrill Lynch Global Private Equity.

The downgrade of the unsecured notes to Caa1 reflects the deep
subordination of these instruments to a considerable amount of
secured debt and the expectation of a considerable loss in value
in a default scenario.  The formalization of the provisional
ratings of HCA, including the B2 Corporate Family Rating,
acknowledges that the resulting capital structure and pro forma
credit metrics are substantially similar to those set forth in our
press release dated October 19, 2006.

These are the rating actions:

      -- $2,000 million ABL Revolver due 2012, to Ba2, LGD2, 13%
         from (P)Ba2, LGD2, 13%

      -- $2,000 million Revolving Credit Facility due 2012, to
         Ba3, LGD3, 32% from (P)Ba3, LGD3, 32%

      -- $2,750 million Term Loan A due 2012, to Ba3, LGD3, 32%
         from (P)Ba3, LGD, 32%

      -- $8,800 million Term Loan B due 2013, to Ba3, LGD3, 32%
         from (P)Ba3, LGD3, 32%

      -- $1,250 million Euro Term Loan due 2013, to Ba3, LGD2,
         23% from (P)Ba3, LGD2, 23%

      -- $1,000 million Second Lien Notes due 2014, to B2, LGD4,
         57% from (P)B2, LGD4, 57%

      -- $3,200 million Second Lien Notes due 2016, to B2, LGD4,
         57% from (P)B2, LGD4, 57%

      -- $1,500 million Second Lien PIK Notes due 2016, to B2,
         LGD4, 57% from (P)B2, LGD4, 57%

      -- Corporate Family Rating, to B2 from (P)B2

      -- Probability of Default Rating, B2, unchanged

      -- Speculative Grade Liquidity Rating, SGL-2, unchanged

      -- The outlook for the ratings is stable

This action was taken on the HCA Inc. (Oldco) senior unsecured
notes assumed by HCA Inc.:

      -- $7,500 million Senior Unsecured Notes, to Caa1, LGD6,
         90% from Ba2, LGD4, 60%

The remainder of the HCA Inc. (Oldco) ratings are confirmed and
will be withdrawn, including:

      -- Senior unsecured revolving credit facility, Ba2, LGD4,
         60%

      -- Senior unsecured notes, Ba2, LGD4, 60%

      -- Corporate Family Rating, Ba2

      -- Probability of Default Rating, Ba2

      -- Speculative Grade Liquidity Rating, SGL-2

HCA Inc., headquartered in Nashville, Tennessee is an acute care
hospital company.  As of Sept. 30, 2006, the company, through its
subsidiaries, owned and operated 172 hospitals and 95 freestanding
surgery centers and outpatient facilities.


HCA INC: Fitch Lowers Issuer Default Rating to B from BB+
---------------------------------------------------------
Fitch has downgraded and removed from Rating Watch Negative HCA,
Inc.'s existing ratings as a result of the completion of its
leveraged buyout:

     -- Issuer Default Rating downgraded to 'B' from 'BB+';

     -- Senior unsecured notes downgraded to 'CCC+/RR6' from
        'BB+'.

Fitch has also withdrawn the 'BB+' rating on the Unsecured Bank
Facility.

Additionally, Fitch assigns the following new ratings:

     -- Asset Based Facility 'BB/RR1';
     -- Euro Term Loan 'BB/RR1';
     -- Secured Bank Facility 'BB/RR1';
     -- Second-Lien Notes 'B/RR4'.

The rating Outlook is now Stable.  Fitch originally placed HCA on
Rating Watch Negative on July 24, 2006.


HI-LIFT OF NEW YORK: Cash Collateral Use Hearing Set for Nov. 29
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
will convene a hearing at 10:30 a.m., on Nov. 29, 2006, to
consider Hi-Lift of New York, Inc., and TMR Realty Inc.'s request
to continue using cash collateral securing repayment of their
debts to Toyota Motor Credit Corporation.

The Debtors want continued access to Toyota's cash collateral in
order to insure its ability to operate in the normal course after
Oct. 31. 2006.  Toyota's consent to the use of its cash collateral
expired on that date.

The Debtors owed Toyota approximately $4.71 million when they
filed for bankruptcy.  The Debtors claim that they have
successfully reduced their secured indebtedness to Toyota to a
current balance of $2.3 million, or by more than 50%.

According to the Debtors, Toyota is trying to withhold further
consents for cash collateral use in order to force immediate
repayment of the $2.3 million debt balance.

Kevin J. Nash, Esq., at Finkel Goldstein Rosenbloom & Nash, LLP,
tells the Court that the Debtors should be given continued access
to cash collateral because Toyota is adequately protected.  As
reported in the Troubled Company Reporter on May 26, 2006, the
Debtors granted Toyota replacement liens and security interests to
the extent of any diminution in value of its collateral, as
adequate protection.

Headquartered in Farmingdale, New York, Hi-Lift of New York, Inc.,
sells and distributes Toyota tractors and forklifts.  The Company
and its affiliate TMR Realty Inc., which is engaged in the real
estate business, filed for bankruptcy protection on April 3, 2006
(Bank. E.D.N.Y. Case Nos. 06-40943 and 06-40942) Kevin J. Nash,
Esq., at Finkel Goldstein Rosenbloom & Nash, LLP, represent the
Debtors in their restructuring.  No Official Committee of
Unsecured Creditors has been appointed in the Debtors' chapter 11
cases.  Hi-Lift of New York reported assets between $1 million and
$10 million and debts between $10 million and $50 million when it
filed for bankruptcy.  TMR Realty had assets between $50,000 and
$1 million and debts between $100,000 and $10 million.


INGRESS CBO: Moody's Junks Rating on $21MM Class C Notes Due 2040
-----------------------------------------------------------------
Moody's Investors Service reported it has lowered its rating on
the following class of notes issued by Ingress CBO I, Ltd., a
collateralized debt obligation issuer:

      -- The $21,250,000 Million Class C Third Priority Fixed
         Rate Notes Due 2040

      -- Prior Rating: Caa2 (on watch for possible downgrade)

      -- Current Rating: Ca

According to Moody's, this rating action is due to continuing
deterioration in credit quality of the collateral pool supporting
the issuer's notes as well as the failure of the Class B
Overcollateralization Test, the Class C Overcollateralization Test
and the Class C Interest Coverage Test.


INTERGRAPH CORP: Moody's Cuts First Lien Loans' Rating to B1
------------------------------------------------------------
Moody's Investors Service lowered the ratings for the proposed
first lien loans of Intergraph Corporation to B1 from Ba3 based on
the effects of a change in capital structure by the company:

      -- The first lien term loan has been increased to
         $420 million from $390 million;

      -- the second lien term loan has been decreased to
         $200 million from $275 million;

      -- the revolver is unchanged at $75 million; and,

      -- an un-rated, non-recourse collateralized mortgage backed
         note has been added.

Although this structural change does not impact the corporate
family rating or total amount of debt, the impact to the
individual tranches of debt based on Moody's Loss Given Default
methodology includes a lowering of the first lien senior secured
rating from Ba3 to B1 as well as new LGD assessments.

These ratings have been changed:

      -- $75 million Senior Secured Revolving Credit Facility, to
         B1, LGD3, 34% from Ba3

      -- $420 million Senior Secured First Lien, to B1, LGD3, 34%
         from Ba3

These ratings are unchanged:

      -- Corporate family rating, B2
      -- Probability of default, B2
      -- $200 million Senior Secured Second Lien, Caa1 LGD5, 86%
      -- Outlook, stable

Intergraph is being acquired by a consortium of private equity
buyers for $1.3 billion.  The acquisition will be financed by the
proceeds of the first and second lien debt, the collateralized
mortgage backed facility, equity from the private equity groups,
cash on hand and proceeds from $60 million of un-rated non-
recourse PIK loans.

Intergraph is a provider of spatial information management
software and systems with 2005 revenues of $577 million.  The
company is headquartered in Huntsville, Alabama.


INTERTAPE POLYMER: S&P Pares Corp. Credit Rating to B- from B+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured ratings on Intertape Polymer Group Inc. to 'B-'
from 'B+'.

In addition, Standard & Poor's lowered its senior subordinated
rating on Intertape to 'CCC' from 'B-'.

At the same time, Standard & Poor's said that its ratings on
Intertape Polymer remain on CreditWatch with negative
implications.  The Oct. 4, 2006, CreditWatch placement followed
Intertape's report that it would initiate a process to explore
various strategic and financial alternatives.  The placement also
anticipated a weakening in the company's third-quarter operations.

"The CreditWatch continues to reflect uncertainty in the outcome
of the strategic review process, but is also focused on
Intertape's weak operating performance and a risk of deterioration
in liquidity," said Standard & Poor's credit analyst Paul Kurias.

At Sept. 30, 2006, total debt was $370 million.

The downgrade reflects a meaningful decline in earnings, an
expectation of continuing difficult market conditions, and an
increase in leverage, which could contribute to a weakening of
liquidity.  Intertape's third-quarter EBITDA declined
approximately 40% on a sequential basis.  The decline in earnings
reflected weaker demand, increased competitive pressures, and
volatile input prices.  Demand weakened for reasons including
softness in some end-markets such as housing.  Leverage has
increased as a result of the earnings decline.

Total debt to EBITDA at Sept. 30, 2006, was at 5.2x, an increase
from the 4.6x level of the previous quarter.

The rating agency expect weak fourth-quarter earnings to result in
a further increase in leverage from Sept. 30 levels.

The rating agency are particularly concerned that the increase in
leverage is likely to result in very little flexibility under
covenants related to the $75 million revolving credit facility,
despite a recent amendment that loosened covenants.  Though
Intertape has generated positive free cash flow in recent
quarters,  driven by lower working capital, operating profits are
weak and the revolving credit facility is a key source of
liquidity.

At Sept. 30, availability under the facility constituted about
$25 million of Intertape's $40 million liquidity, with cash
balances accounting for the remaining $15 million.  Any near-term
constraints in access to the credit facility, caused by potential
covenant breaches, would weaken liquidity considerably and
diminish Intertape's ability to meet a relatively large interest
payment of approximately $5.5 million due on Feb. 1, 2007.

The risk of a covenant violation will heighten if earnings do not
improve from existing levels through the benefits of Intertape's
cost reduction program.

Ratings could be lowered in the near-term if earnings decline
unexpectedly, liquidity weakens, or leverage increases, or if the
review process results in outcomes that could lead to higher debt
levels, such as the sale of the company to another highly
leveraged company.  However, if the strategic review results in
actions that improve liquidity and reduce leverage, such as the
sale of assets, ratings could be affirmed or raised.

Standard & Poor's will continue to monitor the company's strategic
and financial review process, and efforts to improve operating
performance and free cash flow through cost and working capital
reduction measures.

The CreditWatch will be resolved after evaluating additional
information related to the company's financial performance and
ongoing strategic review.


JAMES ACKERMAN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: James Allen and Jacqueline Mary Ackerman
        7647 Dyke Road
        Fair Haven, MI 48023

Bankruptcy Case No.: 06-56874

Chapter 11 Petition Date: November 16, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtors' Counsel: John C. Lange, Esq.
                  Gold, Lange & Majoros, PC
                  24901 Northwestern Highway, Suite 444
                  Southfield, MI 48075
                  Tel: (248) 350-8220

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Gerald D. & Mary E. Kralik    Rental Property           $375,423
[Address not provided]        521 State
                              Algonac, MI 48001
                              Value of security:
                              $339,000
                              Senior lien:
                              $7,146

Chase Home Finance            Personal Residence        $340,000
P.O. Box 78116                7647 Dyke Road
Phoenix, AZ 85062-8116        Fair Haven, MI 48023
                              Value of security:
                              $380,000
                              Senior lien:
                              $71,518

Bayview Loan Servicing, LLC   Rental Property           $260,425
P.O. Box 3042                 68155 Main Street
Milwaukee, WI 53201-3042      Richmond, MI 48062
                              Value of security:
                              $210,000

National City Mortgage Co.    Rental Property           $107,535
                              506 Henrietta
                              Algonac, MI 48001
                              Value of security:
                              $100,000

National City Mortgage Co.    Rental Property           $107,535
                              502 Henrietta
                              Algonac, MI 48001
                              Value of security:
                              $105,000

Metro Credit Union            Credit card                $51,280
                              purchases

MBNA America                  Credit card                $15,102
                              Purchases

Target National Bank          Credit card                $13,786
                              Purchases

Citicorp Credit Services,     Credit card                $11,340
Inc. (USA)                    purchases

Chase                         Credit card                 $9,350
                              purchases

Bank of America               Credit card                 $9,082
                              purchases

Citi Cards                    Credit card                 $7,252
                              purchases

Chase                         Credit card                 $7,036
                              purchases

Fifth Third Bank              Credit card                 $6,330
                              purchases

Sears Credit Cards            Credit card                 $5,288
                              purchases

American Express              Credit card                 $1,726
                              Purchases

GE Money Bank                 Credit card                 $1,500
                              Purchases

Sears Credit Cards            Credit card                 $1,460
                              Purchases

Fifth Third Bank              Credit card                 $1,179
                              Purchases

American Express              Credit card                   $788
                              purchases


JHT HOLDINGS: High Leverage Cues S&P's B+ Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to JHT Holdings Inc., a provider of heavy-
duty and medium-duty truck transportation.

The outlook is stable.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating to JHT's new $130 million credit facility, which consists
of a $20 million five-year revolving facility and a $110 million
six-year term loan.  The bank facility is guaranteed by JHT
Acquisition Corp. and is secured by all the company's assets and
capital stock of its subsidiaries.

A recovery rating of '3' was also assigned to the bank facility,
indicating expectations of a meaningful recovery of principal in
the event of a payment default.  Proceeds from the new bank
facility will be used to refinance existing debt.

"Ratings on Kenosha, Wisconsin-based JHT reflect its highly
leveraged financial profile, concentrated customer base, and
participation in the cyclical trucking industry, which results in
variable operating performance," said Standard & Poor's credit
analyst Eric Ballantine.

Offsetting these risks somewhat are JHT's long-standing
relationships with its customers, its dominant position in the
transportation of heavy-duty trucks, and its satisfactory position
in the transportation of medium-duty trucks.  Because of
the challenges involved in transporting heavy-duty trucks, JHT
faces limited competition in that part of its business.  Its
national network, logistics systems, and patented "saddle"
technology provide additional barriers to entry.

JHT is expected to maintain its solid competitive position within
the truck hauling market.  The company is expected to experience a
decline in financial results during 2007 related to decreased
demand for heavy-duty trucks, and this is factored into the
current rating.  If the downturn were to be prolonged or severe or
if the company faces unexpected cost pressures, the outlook could
be revised to negative.

A positive outlook is less likely given the expected industry
downturn.


JP MORGAN: Moody's Rates Class M-10 Certificates at Ba1
-------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by J.P. Morgan Mortgage Acquisition Trust
2006-CH1, and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by JP Morgan Chase Bank, National
Association originated adjustable-rate and fixed-rate subprime
mortgage loans acquired by J.P. Morgan Mortgage Acquisition Corp.

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination, excess spread,
and overcollateralization.  The ratings also benefit from an
interest-rate swap agreement provided by JPMorgan Chase Bank,
National Association.

Moody's expects collateral losses to range from 3.75% to 4.25%.

JPMorgan Chase Bank, National Association will service the loans.

These are the rating actions:

   * Issuer: J.P. Morgan Mortgage Acquisition Trust 2006-CH1

   * Asset-Backed Pass Through Certificates, Series 2006-Ch1

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

The Class M-10 certificates were sold in privately negotiated
transactions without registration under the Securities Act of 1933
under circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under Rule 144A.


KARA AT MONROE: Case Summary & 36 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kara at Monroe, LLC
        197 Route 18 South, Suite 235S
        East Brunswick, NJ 08816

Bankruptcy Case No.: 06-21513

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Woodland Estates at North Edison LLC       06-21512

Type of Business: The Debtors are affiliates of Kara Homes, Inc.
                  Kara Homes builds single-family homes,
                  condominiums, townhomes, and active-adult
                  communities.  Kara Homes and other affiliates
                  filed for chapter 11 protection on Oct. 5, 2006
                  (Bankr. D. N.J. Case No. 06-19626).

Chapter 11 Petition Date: November 17, 2006

Court: District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: David L. Bruck, Esq.
                  Greenbaum, Rowe, Smith, et al.
                  P.O. Box 5600
                  Woodbridge, NJ 07095
                  Tel: (732) 549-5600
                  Fax: (732) 549-1881

                           Total Assets       Total Debts
                           ------------       -----------
Kara at Monroe, LLC             $14,823        $3,471,656

Woodland Estates at            $124,941        $8,707,596
North Edison LLC

A. Kara at Monroe, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Riverside Capital                                       $216,825
Management LLC
1151 Broad Street
Shrewsbury, NJ 07702

Arora, Sushil and Veena       Deposit                   $189,828
1140 Kennedy Boulevard
Bayonne, NJ 07002

Arikatia, Srinivasa and       Deposit                   $152,267
Madhavi
1102 Rivendell Way
Edison, NJ 08817

Prabhudesai, Prashant and     Deposit                   $146,801
Tanuja
25 Hazel Avenue
Edison, NJ 08820

A1 Bracket                                              $119,664

ManzoMaroba Construction                                $81,302

Investors Savings Bank                                  $71,294

Fenton Tile Company                                     $62,767

Polo Plumbing                                           $58,041

Home Remodeling Concepts                                $53,567

Strober Building Supply, Inc.                           $44,459

Air Management Heating                                  $32,850
and Air

Benchmark Inc.                                          $30,787

East Lake Interiors LLC                                 $29,419

Bill Stroud Excavating                                  $28,524

Quality Insulation, LLC                                 $28,519

RWZ Inc. Stairs & Rails                                 $28,490

Jillette Advertising Inc.                               $25,619

ACH Concrete Corp                                       $24,049

Century Kitchens, Inc.                                  $16,172

B. Woodland Estates at North Edison LLC's 16 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Patel, Kirit and Dolly        Deposit                   $304,125
14 Matthew Street
Piscataway, NJ 08854

Swan, Alexander and           Deposit                   $303,060
Than T. Yi
240 William Livingston Court
Princeton, NJ 08540

Kharbanda, Basant and Veena   Deposit                   $251,000
8 W. Pleasant Lake Road
Saint Paul, MN 55127

Mulji, Naushad                Deposit                   $238,500
4 Karnell Court
Edison, NJ 08820

Garg, Mohinder and Upasna     Deposit                   $235,811
19 Winding Brook Way
Edison, NJ 08820

Township of Edison                                       $28,885

Verizon                                                  $22,800

ManzoMaroba Construction                                 $18,000

Jillette Advertising Inc.                                $15,898

Control Layouts, Inc.                                     $6,099

Menlo Engineering                                         $4,488

Meridan Engineering                                       $4,487
Group Inc.

Art Associates Design Group                                 $424

Difrancesco, Bateman, Coley                                 $387

Magrann Associates Corp.                                    $135

Township of Edison                                           $75


KMART CORP: Inks Pact Resolving HSBC's Claim Nos. 36375 and 57876
-----------------------------------------------------------------
Pursuant to a master equipment lease agreement dated
Oct. 25, 2000, Kmart Corporation agreed to lease from Varilease
Technology Group, Inc., a variety of equipment listed on six
schedules executed by the parties:

    -- Equipment Schedule No. 5;
    -- Equipment Schedule No. 6;
    -- Equipment Schedule No. 8;
    -- Equipment Schedule No. 9;
    -- Equipment Schedule No. 17; and
    -- Equipment Schedule No. 22

Varilease assigned the monthly payments due to it under Schedules
6, 8, 9, 17, and 22 to HSBC Bank USA, National Association.

Before Kmart and its debtor-affiliates filed for bankruptcy,
various equipment from the Equipment Schedules under the Master
Lease were replaced with other similar equipment.  Pursuant to
Section 365 of the Bankruptcy Code, Kmart assumed Schedules 5, 8
and 22, and rejected Schedules 6, 9, and 17.  The Debtors resolved
all claims with respect to the rejection of Schedules 6 and 9.

HSBC filed Claim No. 36375 against the Debtors for $5,502,184 for
amounts due under all Schedules, and Claim No. 57876 for $284,586
for amounts allegedly due as a result of Schedule 17's rejection.

To resolve the claims, Kmart and HSBC agreed in a stipulation,
which gained the U.S. Bankruptcy Court for the Northern District
of Illinois' approval, that:

    (a) Claim No. 36375 will be disallowed in its entirety;

    (b) Claim No. 57876 will be allowed for $284,586 as a general,
        prepetition, unsecured, non-priority Class 5 Claim; and

    (c) HSBC consents to Kmart's substitution and transfer of
        equipment to, from, and between any Equipment Schedules
        under the Master Lease.

The parties exchange mutual releases.

                        About Kmart Corp.

Headquartered in Troy, Michigan, Kmart Corporation nka KMART
Holding Corporation -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act
expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 119; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000)


KMART CORP: Reports Revenues for 13-Week Ended October 28
---------------------------------------------------------
In a Form 8k filed with the Securities and Exchange Commission,
Sears Holdings Corporation discloses Kmart Corporation's sales
for 13 weeks ended October 28, 2006.

Aylwin Lewis, chief executive officer and president of Sears
Holdings, relates that the operating results at Kmart declined
due to lower sales levels and gross margins, partially offset by
reduced expenses.

               Kmart's Results and Key Statistics
             (In millions, except number of stores)

                                               13 Weeks Ended
                                             -------------------
                                             10/28/06   10/29/05
                                             --------   --------
    Merchandise sales and services revenue     $4,042     $4,172
    Cost of sales, buying and occupancy         3,096      3,157

    Gross margin rate                            23.4%      24.3%

    Selling and administrative                    889        930

    Selling and administrative expense
       as a percentage of total revenues         22.0%      22.3%

    Depreciation and amortization                  22         13
    Gain on sales of assets                        (9)       (17)
    Restructuring charges                           4          6
                                              -------    -------
    Total costs and expenses                    4,002      4,089
                                              -------    -------
    Operating income                              $40        $83
                                              =======   ========
    Number of Stores                            1,394      1,426

According to Mr. Lewis, Kmart's comparable stores sales declined
0.7%, which reflect the impact of increased competition and lower
transaction volumes.  The sales decline in home goods, food and
consumables, hardlines, and general merchandise, were partially
offset by increased comparable store sales within apparel and
pharmacy.

Total revenues at Kmart declined $2,000,000 as compared to the
prior year period, primarily reflecting a reduction in the total
number of Kmart stores in operation and, to a lesser degree, the
impact of comparable store sales declines, Mr. Lewis says.

Furthermore, Kmart's operating income shows a decrease of
$43,000,000.

                        About Kmart Corp.

Headquartered in Troy, Michigan, Kmart Corporation nka KMART
Holding Corporation -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act
expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 119; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000)


LAIDLAW INTERNATIONAL: 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
revised its Ba2 Corporate Family Rating to Ba3 for Laidlaw
International, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Guaranteed Senior
   Secured Revolver
   Due 2010               Ba2      Ba1     LGD2       26%

   Guaranteed Senior
   Secured Term Loan
   Due 2010               Ba2      Ba1     LGD2       26%

   Guaranteed Senior
   Secured Term
   Loan B Due 2013        Ba2      Ba1     LGD2       26%

   10.75% Unsecured
   Notes                  B1       B1      LGD5       76%

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 Arlington, Texas, Laidlaw, Inc., nka Laidlaw
International, Inc. (NYSE:LI) -- http://www.laidlaw.com/-- is a
North American bus operator.  Laidlaw's school buses transport
more than 2 million students daily, and its Transit and
Tour Services division provides daily city transportation through
more than 200 contracts in the US and Canada.  Laidlaw filed for
chapter 11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No.
01-14099).  Garry M. Graber, Esq., at Hodgson Russ LLP,
represented the Debtors.  Laidlaw International emerged from
bankruptcy on June 23, 2003.


LAKE AT LAS VEGAS: Moody's Lowers Senior Bank Debt Rating to B3
---------------------------------------------------------------
Moody's lowered the ratings of Lake at Las Vegas Joint Venture,
including its corporate family rating and the rating on its senior
secured bank credit facility to B3 from B2 and the probability of
default rating to Caa1 from B3.  The Loss-Given-Default assessment
and rate are unchanged at LGD3, 36%.

The ratings remain on review for further downgrade, an action that
was originally commenced on Oct. 20, 2006.

The downgrades were triggered by the inability of Lake at Las
Vegas to meet its 2x interest coverage covenant for the last 12-
month period ending Sept. 30, 2006.  Because of zero bulk lot
sales during the quarter and weak sales earlier in the year,
EBITDA was negative during the quarter, driving coverage down for
the LTM period to 0.76x.

The company received a waiver from its banks on Nov. 7, permitting
it to waive compliance until February 7, 2007.  By that time, Lake
at Las Vegas hopes to have lined up an investor that will inject
$150 million of cash equity into the company.  This $150 million
equity infusion, if successfully arranged, would enable Lake at
Las Vegas to cover debt service requirements and other
expenditures through 2008 even without any additional bulk sales
of lots.

In addition, this capital may permit the banks to relax the
company's financial covenants, making compliance easier going
forward.

The ratings remain on review for further downgrade because of the
uncertainty surrounding the company's possible success in securing
additional equity and in renegotiating its bank agreement.

Going forward, the ratings could be reduced again if any of the
these were to occur:

      (a) if the company were unable to line up an equity
          investor or to receive additional capital from its
          current sponsors;

      (b) if the company were required to obtain additional
          waivers beyond Feb. 7, 2007; or

      (c) if bulk lot sales remain at zero or at insignificant
          levels for the fourth quarter of 2006 and into 2007,
          thereby resulting in continued negative cash flow.

The ratings could stabilize if the company successfully lines up
the required capital, is able to amend its credit agreement to
relax requirements through 2008, and starts generating revenues
and positive cash flow.

These ratings were affected:

      -- Corporate family rating lowered to B3 from B2

      -- Probability of default rating lowered to Caa1 from B3

      -- $502 million (remaining balance) first-lien, senior-
         secured bank credit facility rating lowered to B3 from
         B2

      -- LGD assessment and rate on the bank credit facility
         unchanged at LGD3, 36%

Headquartered in Las Vegas, NV, Lake at Las Vegas Joint Venture
and its co-borrower, LLV-1, LLC, own and operate the Lake Las
Vegas Resort, a 3592-acre master planned residential and resort
destination located 17 miles east of the Las Vegas strip.  Total
revenues and operating cash flow for 2005 were approximately
$135 million and $94 million, respectively.


LAKE SHORE: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Lake Shore Farm, Inc.
        aka Resort at Lake Shore Farm
        aka Inn at Lake Shore Farm
        aka Lake Shore Farm Inn
        275 Jenness Pond Road
        Northwood, NH 03261-3106

Bankruptcy Case No.: 06-11575

Type of Business: The Debtor operates an inn.

Chapter 11 Petition Date: November 17, 2006

Court: District of New Hampshire (Manchester)

Debtor's Counsel: George W. Shuster, Jr., Esq.
                  Wilmer Cutler Pickering Hale and Dorr
                  60 State Street
                  Boston, MA 02109
                  Tel: (617) 526-6000
                  Fax: (617) 526-5000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Northwood Oil Company         Heating oil supply         $15,914
P.O. Box 243
1085 First NH Turnpike
Northwood, NH 03261

Advanta Bank Corp.            Credit card debt           $14,183
P.P. Box 30715
Salt Lake City, UT 84130-0715

Stephen A. Grossman, Esq.     Legal services             $12,875
Stephen A. Grossman &
Associates
17 Main Street
P.O. Box 1949
Sag Harbor, NY 11963-0067

Service Master AAA Assoc.     Small claims court;         $6,078
                              restoration services

Robert Washburn, CPA          Accounting services         $5,000

PSNH Credit Department        Utility services            $3,697

Donahue Brothers, Inc.        Trade debt                  $2,673
                              Food service

Citibusiness Card             Credit card debt            $2,599

R.E. Prescott Co., Inc.       Trade debt                  $2,181
                              Water pump

Capital One, F.S.B.           Credit card debt            $1,869

Receivable Management         Trade debt                    $292
Services                      Waste service

Hampshire Fire Protection     Trade debt                    $280
Co., Inc.                     Fire protection
                              services

Westron Lighting              Trade debt                    $162
                              Lighting service

D&M Mechanical, Inc.          Trade debt                    $162

Concord Monitor               Trade debt                     $97
                              Newspaper services

CTS, Incorporated             Trade debt                     $81


LEAR CORP: S&P Rates $300-Mil. and $400-Mil. Sr. Notes at B-
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' ratings to
Lear Corp.'s $300 million senior notes due 2013 and its $400
million senior notes due 2016.

Lear's 'B+' corporate credit and other ratings were affirmed.

The outlook is negative.

The Southfield, Michigan-based global automotive supplier has
total debt of about $3.7 billion, including the present value of
operating leases and underfunded employee benefit liabilities.

Proceeds from the new debt issues will be used to refinance
$300 million of debt coming due in 2008, and a portion of Lear's
$600 million of debt due in 2009.

"We consider the debt refinancing to be a credit-neutral event.
Lear's financing costs will likely increase, as interest rates on
the new debt issues are expected to exceed those of the debt being
refinanced.  But Lear will improve its financial flexibility by
extending debt maturities amid continuing uncertainty in the
cyclical automotive industry," said
Standard & Poor's credit analyst Martin King.

Pro forma for the transactions, Lear will have virtually no debt
maturities for 2007 and 2008.

The ratings reflect Lear's depressed operating performance caused
by severe industry pressures, which have caused credit protection
measures to weaken dramatically in the past two years.  In
addition, the company has a weak business profile because of its
heavy exposure to automotive customers and product segments that
are losing market share.  More favorably, Lear has strong market
positions, good growth prospects outside of North America, and
fair financial flexibility.

Lear has reported improved results during the first nine months of
2006, following a very poor performance during 2005 when full-year
EBITDA fell by 35%.  Core operating earnings, as defined by Lear
to exclude restructuring costs and special charges, have increased
by 40%, but still remain at relatively low levels.  EBIT and
margins in Lear's seating unit have improved, but are down in its
electronic and electrical unit because of high commodity costs and
price reductions.  The company's interiors unit continues to
generate large losses because of high commodity costs and low
volumes.


LEAR CORP: Moody's Places B3 Rating on New $700-Mil. Notes Offer
----------------------------------------------------------------
Moody's Investors Service has assigned a B3, LGD4, 61% rating to
Lear Corporation's new offering of $700 million of unsecured
notes.

At the same time, Moody's affirmed Lear's Corporate Family Rating
of B2, Speculative Grade Liquidity rating of SGL-2 and negative
outlook.

All other long term ratings are unchanged.

The new unsecured notes will consist of a $300 million issue with
a seven year maturity and a $400 million issue with a ten year
maturity.  Both issues will benefit from upstreamed guarantees
from the identical set of subsidiaries which guarantee its secured
bank debt and its other unsecured notes.

Lear will use the proceeds from the new notes to tender for all of
its outstanding EUR237 million notes due in 2008.  The remainder
of the proceeds will be used to repurchase a portion of its 2009
notes, of which $593 million in aggregate principal were
outstanding in mid-Nov.  Both the 2008 and 2009 issues are
unsecured obligations.

Should the tender and repurchase be successful, there would be no
material increase in the level of Lear's indebtedness.  Depending
upon the coupon established on the new notes, interest expense may
change, but no significant variance is anticipated.

The financing will also extend the company's debt maturity
profile.

Lear's Corporate Family rating of B2 considers weak scores under
the Auto Supplier methodology for profitability, leverage and cash
flow variability which have evolved over the last 18 months.
Lear's EBIT margins, currently 2.3% on an LTM basis, and its
EBIT/interest coverage of 1.4 times are more characteristic of
single B credits.

Nonetheless, the methodology would suggest a higher rating from
strong scores for substantial scale, leading global market share,
operating efficiencies, improved liquidity, and increasing
customer and geographic diversification.

The methodology also recognizes healthier scores for Lear's
reinvestment rate in support of new business awards.  Those awards
are expected to grow revenues and enhance customer diversification
over time.

However, the B2 rating emphasizes current pressures within the
cyclical automotive supplier industry, the company's elevated
leverage, and, importantly, Lear's ongoing dependence upon
revenues with General Motors and Ford Motor Company.  In part,
this pressure arises from lower volumes in Ford and GM's truck and
SUV models on which Lear historically has had significantly higher
content per vehicle.

The negative outlook considers the challenging environment for
profitability in North America as build-rates at Lear's major
customers have declined and commodity costs have not been fully
recovered or offset through other efficiencies.

The outlook also incorporates the downside risks from North
American consumer interest in light trucks, exposure to
developments in GM's and Ford's North American market shares, as
well as industry uncertainty arising the expiration of labor
agreements between the Big 3 North American OEMs and the UAW in
the fourth quarter of 2007.

Should satisfactory accords not be reached prior to the end of the
contracts, any prolonged disruption to production could adversely
affect Lear's volumes and potentially stress other suppliers with
whom it may have some dependency.

Lear has recently received $200 million in a new equity investment
from funds managed by Carl Icahn which has enhanced its capital
structure and liquidity profile.

Similarly, it is evaluating contributing substantially all of its
North American Interior business into venture being structured
with an entity controlled by Wilbur Ross.  Should an agreement be
concluded, and depending upon its final structure and timing,
Lear's credit metrics may improve, as its North American Interior
segment has generated negative EBITDA over the last twelve months.

Ratings assigned:

      -- Senior unsecured notes maturing in 2013, B3 LGD4, 61%
      -- Senior unsecured notes maturing in 2016, B3 LGD4, 61%

Ratings affirmed:

      -- Corporate Family, B2
      -- Probability of Default, B2
      -- Outlook, negative
      -- First Lien Term Loan, B2 LGD4, 50%
      -- $400 million 5.75% Senior Unsecured notes, B3 LGD4, 61%
      -- EUR250 million 8.125% notes, B3 LGD 4, 61%
      -- $800 million 8.11% notes, B3 LGD4, 61%
      -- $515 million zero-coupon convertible notes, B3 LGD4, 61%
      -- Senior unsecured shelf, B3 LGD4, 61%
      -- Subordinated shelf, Caa1 LGD6, 97%
      -- Preferred shelf, Caa1 LGD6, 97%
      -- Speculative Grade Liquidity rating, SGL2

The last rating action was on Nov. 7, 2006 when Lear's liquidity
rating was renewed at SGL-2. Should the entire amount of Lear's
2008 notes be redeemed, ratings on those notes will be withdrawn.

The B3 LGD4, 61% rating assigned to the new notes recognizes their
junior position relative to the company's senior secured bank
debt, which consists of a $1.7 billion revolving credit, which is
not rated, and a $1 billion term loan.  Collateral supporting the
bank debt consists of shareholdings in certain material domestic
and international subsidiaries and certain other assets.

However, negative pledge clauses under Lear's indentures limit the
extent of assets which can pledged to lenders without equally and
ratably securing the notes.  Currently, the more restrictive of
those clauses are in the indentures covering the 2008 and 2009
notes.  They specify a basket of 5% of defined consolidated
assets.

The recovery rates on both secured and unsecured obligations
reflect the benefits and limitations of those restrictions.

Indentures for the new notes are proposed to have a different lien
basket than those in Lear's earlier notes.  Lear's notes due in
2014 have a general lien basket of 10% of defined consolidated
assets.

The new 2013 and 2016 notes will also have a 10% basket but will
exclude liens securing the company's senior bank credit facilities
up to $3 billion less amounts of the 2014 notes which might be
given equal and ratable treatment.

However, while amounts remain outstanding under the indenture
covering the 2008 and 2009 notes, those note holders continue to
benefit from their more restrictive provisions.  This could permit
a future situation in which the bank credit facilities could
expand their collateral without providing equal and ratable
treatment to the 2013 and 2016 note holders.

The indentures for the 2013 and 2016 notes will have a more
specific change in control provision than earlier issues.

However, should control be deemed to have passed to funds managed
by or affiliated with Mr. Icahn, no defined change in control
event will have occurred.

Lear Corporation, headquartered in Southfield, MI, is focused on
providing complete seat systems, electrical distribution systems
and various electronic products to major automotive manufacturers
across the world.  The company had revenue of $17 billion in 2005
and has more than 110,000 employees in 34 countries.


LIMERICK MINES: Defaults on Noront Resources Option Agreement
-------------------------------------------------------------
Noront Resources Ltd. has advised Limerick Mines Limited that
Limerick is in default of its option agreement dated Oct. 19, 2005
granting Limerick the right to earn up to 65% of Noront's 100%
owned Burnt Hill tungsten deposit.  The option agreement called
for Limerick to issue to Noront 8 million common shares and
complete $1.5 million on exploration by Oct. 19, 2006, to earn a
50% interest in the project, neither of which has been completed.
Noront considers this option agreement to be terminated and
entered into a new option agreement with a private Ontario company
as at Oct. 31, 2006.

This new option agreement to earn the first 51% interest calls for
exploration expenditures of $1.5 million over 3 years, $500,000
within 12 months from the date of the agreement and $500,000 in
each of the next 2 years.  Noront is further to receive 2.5
million shares of the Ontario company and/or its assignee and cash
payments of $150,000 payable: $50,000 upon execution of the
agreement and $50,000 within 12 months and a final payment of
$50,000 within 24 months from the date of the agreement.

Noront granted a further option to the private Ontario company to
earn a further 14% in the project by payment to Noront of $500,000
in cash or in shares equivalent of the Ontario company and/or is
assignee.

The Ontario company has covenanted and agreed to apply to have its
shares listed on a recognized stock exchange or alternately
transfer its rights under the option agreement, with Noront's
consent, to a publicly trading vehicle listed on a recognized
exchange within 6 months from the date of the option agreement.

An NI 43-101 compliant technical report on the Burnt Hill project,
authored by Mr. Eugene Puritch P.Eng and Dr. Wayne Ewert P.Geo of
P & E Consultants Inc., both qualified persons as defined by NI
43-101 has been completed.

The Company has been advised that the new Optionee's intention is
to resume the exploration and redevelopment of the Burnt Hill
Project.  The Optionee intends to pursue the project to production
and in order to facilitate this Mr. Norman Brewster the former
manager of the Burnt Hill Project through his position as a
partner of A.C.A. Howe International during the late 1970's has
agreed to advise the Optionee from time to time.

The last underground development work provided approximately
13,600 tons of feed for a pilot plant set up at the site to
provide testing of the "photometric ore sorter".  Although the
test results were considered positive a production decision was
postponed due to a decrease in tungsten prices after completion of
a pre feasibility study.  Tungsten at the time of the pre
feasibility study was trading at approximately $7.50 per lb and
thereafter plunged to approximately $3.00 per lb, recent quotes
for tungsten as at Nov. 9, 2006 were $16-$17 per lb.  It also
should be noted that earlier metallurgical testing confirmed that
molydbenum and tin contained in the deposit may also be
recoverable.

                       Stock Option Grant

The Company reports that at the latest annual meeting of the
Company David Graham B.Sc. was appointed to the Board of
Directors.  The Board of Directors has approved and granted to
Mr. Graham 150,000 stock options at an exercise price of $0.15
expiring on Oct. 27, 2011.

                     About Noront Resources

Headquartered in Toronto, Ontario, Noront Resources Ltd. (TSX
VENTURE: NOT) -- http://www.norontresources.com/-- is an
exploration company dedicated to the search for precious metals in
northern Ontario, New Brunswick and Quebec, in Canada, as well as
Inner Mongolia, China, Mexico and Hungary.

                      About Limerick Mines

Headquartered in Toronto, Ontario, Limerick Mines Ltd. is a
mineral exploration company.  The Company's principal properties
are the Limerick Properties located in Limerick Township, Ontario,
where the Company is exploring for nickel, copper, cobalt, gold
and platinum group metals.  The Company has entered into six
option agreements with various individuals to earn a 100% interest
in the Limerick Properties.  The Limerick Properties consist of
approximately 880 hectares and three staked claim blocks
comprising 230 hectares.  The Company has also entered into
letters of intent to earn a 100% interest in the Bonter Nickel-
Copper Prospect located approximately 30 kilometres from the
Limerick Properties and has staked two claims covering 400
hectares located approximately 10 kilometres from the Limerick
Properties.


LIQUITEK ENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Liquitek Enterprises, Inc.
        fka A.X.R. Development Corporation, Inc.
        fka Advanced Coating Technologies, Inc.
        fka Vitriseal, Inc.
        899 South Artistic Circle
        Springville, UT 84663

Bankruptcy Case No.: 06-13435

Type of Business: The Debtor analyzes fluid treatment needs and
                  designs purification/separation systems using
                  various technologies, including reverse osmosis,
                  electro-dialysis, filtration, ion exchange, etc.


Chapter 11 Petition Date: November 17, 2006

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Anthony A. Zmaila, Esq.
                  400 South Fourth Street, 3rd Floor
                  Las Vegas, NV 89101
                  Tel: (702) 791-0308
                  Fax: (702) 791-1912

Financial Condition as of Nov. 15, 2006:

Total Assets: $1,471

Total Debts:  $1,463,267

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
HydroMaid International Inc.  Operating funds           $731,687
12159 S. Business Park Dr.    advanced for
Suite 160                     acquisition of
Draper, UT                    Thermoflow real
                              estate and other
                              operating needs of
                              Liquitek Enterprises
                              Inc. and subsidiaries

Dennis Keating                Balance due on            $307,458
1101 California Ave., #212    convertible debentures
Corona, CA 92881              per 9/30/2006
                              agreement

John W. Nagel                 Unpaid salary              $86,250
4280 South Wander Lane
Salt Lake City, UT 84124

Culley W. Davis               Balance due on             $61,227
                              convertible debentures
                              per 9/30/2006
                              agreement

Margene S. Moore              Balance due on             $55,795
Living Trust                  convertible debentures
                              per 9/30/2006
                              agreement

Kent H. Price                 Unpaid salary              $40,865

CROET                         Facility rental            $37,424
                              Oak Ridge, TN

Paul R. Landry, M.D.          Balance due on             $24,350
                              convertible debentures
                              per 9/30/2006
                              agreement

Harold L. Barcus              Unpaid salary              $23,076

Lighthouse                    Intercompany payable       $17,201
                              for a common area
                              overhead charges
                              allocated to occupants
                              of offices owned by
                              Lighthouse

Culley W. Davis               Note payable               $13,710

Bean Revocable Living Trust   Balance due on             $12,366
Lois D. Bean, Trustee         convertible debentures
                              per 9/30/2006
                              agreement

Kent H. Price                 Expense reimbursement       $8,316

Paul Meder, Inc.              Technical support           $7,633
                              services re:
                              Toronto airport
                              installation

Harold L. Barcus              Expense reimbursements      $5,677

Bart C. Warner Investments    Facility rental in          $5,475
                              Draper, Utah

American Appraisal Assoc.     Professional                $3,300
                              valuation services
                              re: corporate
                              acquisition

Merrill Communications, LLC   SEC report filing           $2,925
                              services

Interwest Transfer Company    Stock certificate           $2,890
                              transfer services

Ortman Recruiting Int'l       Professional staff          $2,500
                              Recruitment services


LUCENT TECHNOLOGIES: $11.8-Billion Deal with Alcatel Approved
-------------------------------------------------------------
Lucent Technologies Inc. has obtained approval from President
George W. Bush for an $11.8 billion deal pursuant to which Alcatel
will acquire the company, Reuters reports.

The companies stated that they are working to finalize the
transaction, and expects to close the merger by Nov. 30, 2006.

Reports show that Lucent chief executive officer Patricia Russo
will serve as CEO of the newly combined company, which will be
based in Paris.  The companies have already received approval from
shareholders as well as U.S. and EU antitrust authorities.

Jeremy Pelofsky, writing for Reuters, relates that the move came
despite some lawmakers' concerns about safeguards for classified
work that Lucent's Bell Laboratories conducts for the U.S.
government.  The Companies have promised to create a separate unit
run by Americans to handle sensitive U.S. contracts, Mr. Pelofsky
adds.

Lucent's government contracts consist of advanced communications
systems for the Defense Advanced Research Projects Agency, the
Pentagon's technology incubator.  In addition, the Company has
unclassified government contracts.

White House spokesman Tony Snow said that the two companies have
agreed with the U.S. government agencies to enter into contracts,
which were a strict condition for the administration's approval of
the deal.  The agreements were designed to ensure the protection
of the national security.

The arrangement would create one of the world's biggest suppliers
of network hardware and software for mobile and high-speed
internet connections, with an annual revenue of $25 billion, Caren
Bohan report for Reuters.

According to data compiled by Reuters, the Committee on Foreign
Investment in the United States spent 75 days investigating the
national security implications of the transaction.  The panel
recommended approval of the deal to President Bush.

                         About Alcatel

Headquartered in Paris, France, Alcatel S.A. (Paris: CGEP.PA and
NYSE: ALA) -- http://www.alcatel.com/-- provides communications
solutions to telecommunication carriers, Internet service
providers and enterprises for delivery of voice, data and video
applications to their customers or employees.  Alcatel brings
its leading position in fixed and mobile broadband networks,
applications and services, to help its partners and customers
build a user-centric broadband world.  With sales of EUR13.1
billion and 58,000 employees in 2005, Alcatel operates in more
than 130 countries.

                   About Lucent Technologies

Headquartered in Murray Hill, New Jersey, Lucent Technologies
(NYSE: LU) -- http://www.lucent.com/-- designs and delivers the
systems, services and software that drive next-generation
communications networks.  Backed by Bell Labs research and
development, Lucent uses its strengths in mobility, optical,
software, data and voice networking technologies, as well as
services, to create new revenue-generating opportunities for its
customers, while enabling them to quickly deploy and better manage
their networks.  Lucent's customer base includes communications
service providers, governments and enterprises worldwide.

Lucent also operates in Austria, Belgium, China, Czech republic,
Denmark, France, Germany, India, Ireland, Japan, Korean, Brazil,
CIS, the Netherlands, Poland, Slovak Republic, Spain, Sweden,
Switzerland, Russia, and the United Kingdom.

                           *     *     *

In November 2006, Standard & Poor's Ratings Services said that its
'BB' long-term corporate credit rating on France-based Alcatel and
its 'B' long-term corporate credit rating on U.S.-based Lucent
Technologies Inc. remain on CreditWatch with negative and positive
implications, respectively, where they were placed on March 24 on
news of the two telecoms equipment makers' plans to merge.

The ratings will remain on CreditWatch until completion of the
merger and clarification of the ranking and support mechanisms for
the various debt classes within the merged group's capital
structure.  The ratings on the individual debt issues of each
company will be clarified at that time.

Standard & Poor's 'B' and 'B-1' short-term corporate ratings on
Alcatel and Lucent, respectively, are not on CreditWatch and
remain unchanged.

In April 2006, Moody's Investors Service placed Lucent's B1
corporate family rating, B1 senior unsecured rating, B3
subordinated rating, and B3 trust preferred rating under review
for possible upgrade following the company's announcement of a
definitive merger agreement with Alcatel.


LUCENT TECHNOLOGIES: Reserves $284MM for Winstar Contract Dispute
-----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Lucent Technologies, Inc., reported it has set aside a
contingency fund totaling $284 million in connection with its
breach of contract litigation against Winstar Communications LLC.

David W. Hitchcock, Lucent's corporate controller, said the
company recognized the $284 million as a charge in its 2006
financial statements:

    * $278 million charge -- including related interest and
      other costs of approximately $34 million -- in the first
      quarter of fiscal 2006; and

    * $6 million charge for post-judgment interest during the nine
      months ended June 30, 2006.

Cash, totaling $311 million, was used to collateralize a letter
of credit that was issued during the second quarter of fiscal
2006 in connection with the litigation, Mr. Hitchcock adds.

Mr. Hitchcock said additional charges for post-judgment interest
will be recognized in subsequent periods until the dispute is
resolved.

                    Attempt to Settle Dispute

In an attempt to settle the dispute between Christine C. Shubert,
the Chapter 7 Trustee of Winstar Communications, Inc., et al.;
and Lucent Technologies, Inc., District Court Judge Joseph J.
Farnan appointed as mediator, Ian Connor Bifferato, Esq., at
Bifferato, Gentilotti, Biden & Balick, in Wilmington, Delaware.

The Appeal, including briefing, was held in abeyance pending the
mediation.

Mr. Bifferato met with the parties on May 8, 2006, for a
mediation session, but the parties did not settle.  As a result,
Lucent and Winstar proceeded with the briefing on the Appeal.

                        Parties File Briefs

(A) Lucent

Lucent Technologies sought authority from the U.S. District Court
for the District of Delaware to reverse the Bankruptcy Court's
rulings relating to the Trustee's preference claim, subcontract
claim, and equitable subordination claim.

According to James M. Madron, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, the decisions of the Bankruptcy
Court can only be understood against the backdrop of the rapid
rise and fall of the telecommunications sector -- the bursting of
the 1990s telecom bubble.

Winstar was one of many telecommunications companies founded in
1990 that sought to build a global broadband network to provide
high-speed telecommunications services to business customers.

Following the passage of the Telecommunications Act of 1996,
which deregulated the industry, capital flooded into that sector
of the economy, Mr. Madron relates.  At that time, many companies
racked up huge debts laying redundant fiber-optic cables over the
same city-to-city routes on the mistaken -- and, in retrospect,
wildly unrealistic -- assumption that demand would keep pace.

Because much of the investment was vendor-financed, manufacturers
including Lucent, Nortel, Motorola, Alcatel and Cisco, lent
billions of dollars to the telecom companies that purchased their
equipment, Mr. Madron says.  But when the demand for telecom
services did not match expectations, competition in various
markets across the industry and "vicious" price wars ensued,
driving down overall industry and individual company revenues.

As some telecom companies began to fail and enter bankruptcy,
others resorted to fraud and deception to mask those core
fundamental problems facing their companies, Mr. Madron says.
"Some went so far in their deception to not only mask failure,
but to inflate, artificially, revenue growth -- to make it look
like the dream was real," he adds.

Winstar's bankruptcy case arises from that environment, Mr.
Madron tells the District Court.  During the heady days of the
telecommunications boom, Winstar and Lucent entered into
agreements intended to create a mutually beneficial strategic
relationship.

In the course of that relationship, Lucent and Winstar concededly
engaged in some of misconduct, Mr. Madron says.  As the telecom
sector was collapsing, the parties' relationship deteriorated.
When Winstar ultimately filed for bankruptcy, it sued Lucent for,
among others, breach of contract.

Subsequently, the bankruptcy case was converted to Chapter 7.  The
Trustee, Ms. Shubert, took over the action, adding a new claim --
that Lucent received an improper preferential payment from Winstar
prior to the bankruptcy.

The Trustee's case focuses heavily on the allegations of
corporate misconduct that she leveled against Lucent, Mr. Madron
notes.  Neither the preference statute nor state contract law,
however, is intended to provide a remedy for claims of improper
accounting or other financial irregularities, Mr. Madron argues.

Losing sight of that fact, the Bankruptcy Court made the
fundamental error of allowing its distaste for Lucent's conduct
to override its obligation to follow governing law, Mr. Madron
says.  In so doing, he continues, the Bankruptcy Court upset
previously settled principles that are critical to commercial
lending.

The Bankruptcy Court's errors will thus have serious adverse
consequences, not only for Lucent, but also for any party doing
business with companies that may seek bankruptcy protection in
Delaware, Mr. Madron asserts.

Mr. Madron notes that Lucent was not an "insider" of Winstar.
The Bankruptcy Court, among other things, applied the wrong
standard in concluding that Lucent was a "person in control" of
Winstar, Mr. Madron argues.

Winstar's payment in December 2000 to Lucent was not a transfer
of the Debtors' property because it came from earmarked funds,
from a loan that Winstar contracted with Siemens, Mr. Madron
contends.  Lucent says it is entitled to a new value defense
because it provided Winstar new value in the form of equipment
and related services.

Moreover, Lucent did not breach any obligation to Winstar's
subsidiary, Winstar Wireless, Inc., under a March 1999
subcontract, Mr. Madron argues.  Additionally, he says, the
Bankruptcy Court erred in equitably subordinating Lucent's claims
by relying on the erroneous conclusion that Lucent was an insider
of Winstar, and by improperly disregarding the Bankruptcy Code.

A full-text copy of Lucent's Opening Brief on the Appeal is
available for free at http://ResearchArchives.com/t/s?1566

Because of the complexity of the issues of law involved, Lucent
also sought permission from the District Court to conduct an oral
argument on the case.

(B) Winstar

Lucent is changing its strategy and concedes that it engaged in
"misconduct" and "suspect" transactions, but does specify the
facts underlying that "misconduct" and those "suspect"
transactions, Sheldon K. Rennie, Esq., at Fox Rothschild LLP, in
Wilmington, Delaware, points out, on behalf of the Chapter 7
Trustee.

Mr. Rennie says these facts are at the heart of the Bankruptcy
Court's insider determination -- "a series of last minute,
massive end of quarter sales and related conduct in which Lucent
repeatedly caused Winstar to do Lucent's bidding, including
participation in numerous schemes and outright fraud to create
hundreds of millions of dollars of fake revenue so that Lucent
could appear to be more profitable than it was."

What began as a "strategic partnership" to benefit both parties
degenerated into a relationship in which the much larger company
-- Lucent -- bullied and threatened the smaller company --
Winstar -- into taking actions that were designed to benefit the
larger at the expense of the smaller, Mr. Rennie points out.

Hence, the Trustee sought authority from the District Court to
affirm in all respects the Bankruptcy Court's findings regarding
the Preferential Claim.  The Bankruptcy Court, according to Mr.
Rennie, found that Winstar satisfied both:

     (i) the statutory definition that Lucent was a "person in
         control" of Winstar; and

    (ii) the non-statutory test, by finding that Lucent and
         Winstar did not deal at arm's length.

Regardless of which test is applied, insider status is determined
case-by-case, by a "fact-intensive" inquiry into the closeness of
the relationship, Mr. Rennie points out.

The December 2000 Transfer was not earmarked for Lucent, Mr.
Rennie argues.  The parties agree that to establish an earmarking
defense, there must be:

    (1) an agreement between the new lender -- Siemens -- and
        Winstar that the loan funds would be used exclusively to
        pay a specified antecedent debt;

    (2) performance of the agreement in accordance with its terms;
        and

    (3) no diminution of Winstar's estate as a result of the
        transaction.

Mr. Rennie asserts that Siemens did not require Winstar to use
the Siemens funds to pay Lucent.  Instead, the Siemens loan was
to be used as Winstar's working capital.  In addition, Mr. Rennie
continues, Lucent waived the earmarking defense by failing to
raise it in its answer or in the pre-trial memorandum.

According to Mr. Rennie, the Bankruptcy Court properly rejected
Lucent's new value defense under Section 547(C)(4) of the
Bankruptcy Code because Lucent failed to prove that it provided
to Winstar new value for goods and related services after Dec. 7,
2000, and that the new value was unsecured.

The Trustee sought permission from the District Court to affirm
the Bankruptcy Court's decision equitably subordinating Lucent's
claims due Lucent's breach of the Wireless Subcontract.

A full-text copy of the Trustee's Brief in Opposition of Lucent's
Appeal is available for free at:

              http://ResearchArchives.com/t/s?1567

                         Lucent's Reply

Neither the bankruptcy preference statute nor the New York
contract law provides a remedy for allegations of securities
fraud that lie at the heart of the Trustee's story, Mr. Madron
reiterates.

A creditor is not a "person in control" unless it exercised
actual managerial control over the debtors' business affairs, Mr.
Madron asserts.  The Bankruptcy Court nevertheless erroneously
concluded that Lucent "controlled" Winstar even though the two
companies were managed by separate and independent directors and
officers, Mr. Madron points out.

The question on the Appeal focuses on whether the particular laws
under which the Trustee has asserted her claims -- the Bankruptcy
Code and the New York contract law -- gave it the relief, which
the Bankruptcy Court has granted.  The Bankruptcy Code and the
New York contract law, Mr. Madron insists, cannot provide that
relief to the Trustee.

The Trustee's efforts to defend the Bankruptcy Court's faulty
reasoning fail and her arguments are contradicting, Mr. Madron
points out.  Moreover, the standard of review for the Appeal does
not depend on the subject matter of the claim, but only on the
nature of the Bankruptcy Court's conclusions, Mr. Madron says.

The Bankruptcy Court's conclusions of law and its application of
law to facts must be reviewed de novo regardless of the subject
matter, Mr. Madron further asserts.

A full-text copy of Lucent's Reply Brief is available for free
at: http://ResearchArchives.com/t/s?1568

                          About Winstar

Headquartered in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
April 18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through
01-01462). The Debtors obtained the Court's approval converting
their case to a chapter 7 liquidation proceeding in January 2002.
Christine C. Shubert serves as the Debtors' chapter 7 trustee.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.

                   About Lucent Technologies

Based in Murray Hill, New Jersey, Lucent Technologies Inc.
(NYSE: LU) -- http://www.lucent.com/-- designs and delivers
the systems, services and software that drive next-generation
communications networks.  Backed by Bell Labs research and
development, Lucent uses its strengths in mobility, optical,
software, data and voice networking technologies, as well as
services, to create new revenue-generating opportunities for its
customers, while enabling them to quickly deploy and better manage
their networks.  Lucent's customer base includes communications
service providers, governments and enterprises worldwide.

Lucent also operates in Austria, Belgium, China, Czech republic,
Denmark, France, Germany, India, Ireland, Japan, Korean, Brazil,
CIS, the Netherlands, Poland, Slovak Republic, Spain, Sweden,
Switzerland, Russia, and the United Kingdom.

                          *     *     *

In November 2006, Standard & Poor's Ratings Services said that its
'BB' long-term corporate credit rating on France-based Alcatel and
its 'B' long-term corporate credit rating on U.S.-based Lucent
Technologies Inc. remain on CreditWatch with negative and positive
implications, respectively, where they were placed on March 24 on
news of the two telecoms equipment makers' plans to merge.

The ratings will remain on CreditWatch until completion of the
merger and clarification of the ranking and support mechanisms for
the various debt classes within the merged group's capital
structure.  The ratings on the individual debt issues of each
company will be clarified at that time.

Standard & Poor's 'B' and 'B-1' short-term corporate ratings on
Alcatel and Lucent, respectively, are not on CreditWatch and
remain unchanged.

In April 2006, Moody's Investors Service placed Lucent's B1
corporate family rating, B1 senior unsecured rating, B3
subordinated rating, and B3 trust preferred rating under review
for possible upgrade following the company's announcement of a
definitive merger agreement with Alcatel.


MANTIFF-ALG: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Mantiff-ALG Austin CC Restaurant
        210 Trinity
        Austin, TX 78701

Bankruptcy Case No.: 06-11892

Chapter 11 Petition Date: November 17, 2006

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Vincent Slusher, Esq.
                  Godwin Pappas Langley Ronquillo LLP
                  1201 Elm Street, Suite 1700
                  Dallas, TX 75270
                  Tel: (214) 939-4492
                  Fax: (214) 760-7332

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


MASTR: Monthly Losses Cue S&P's Negative CreditWatch on Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-9 and M-10 certificates issued by MASTR Second Lien Trust
2005-1.

Concurrently, the rating on class M-10 is removed from CreditWatch
negative, the rating on class M-9 remains on CreditWatch negative,
and the ratings on three additional classes are placed on
CreditWatch negative.

In addition, the ratings on six other classes from the same
transaction are affirmed.

The downgrades and CreditWatch placements reflect weaker-than-
expected collateral pool performance.  During the previous six
months, monthly losses have averaged approximately $933,000, while
the monthly excess interest has averaged roughly $580,357.

This adverse performance has resulted in a reduction in
overcollateralization to $145,135, well below its target of
$8,411,004.  Although the transaction has had only 13 months of
seasoning, it has already incurred $7,311,753 in cumulative
realized losses.  Furthermore, loss projections based on
delinquent loans indicate that the unfavorable performance trend
is likely to continue.

The three-month average conditional default rate and loss severity
for the transaction are 5.95% and 107.39%, respectively. Total
delinquencies represent 5.75% of the current pool balance, and
roughly one-third of the delinquencies are severe.

Standard & Poor's will continue to closely monitor the performance
of this transaction.  If monthly losses continue to outpace
monthly excess interest cash flow, further downgrades can be
expected.  Conversely, if pool performance improves and credit
support is not further compromised, the rating agency will affirm
the ratings and remove them from CreditWatch negative.

The rating on class M-10 is removed from CreditWatch because it is
being lowered to 'CCC'.

According to Standard & Poor's surveillance practices, classes of
certificates or notes from RMBS transactions with ratings lower
than 'B-' are no longer eligible to be on CreditWatch.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings, despite the negative
performance trend.

The collateral consists primarily of fixed-rate, closed-end,
second-lien mortgage loans secured by one- to four-family
residential properties.

       Rating Lowered And Removed From CreditWatch Negative

                 MASTR Second Lien Trust 2005-1
               Mortgage Pass-Through Certificates

               Class     To                 From
               -----     --                 ----
               M-10      CCC                B/Watch Neg

       Rating Lowered And Remaining On CreditWatch Negative

                  MASTR Second Lien Trust 2005-1
                Mortgage Pass-Through Certificates

               Class     To                 From
               -----     --                 ----
               M-9       B/Watch Neg        BB/Watch Neg

               Ratings Placed On CreditWatch Negative

                  MASTR Second Lien Trust 2005-1
                Mortgage Pass-Through Certificates

               Class     To                 From
               -----     --                 ----
               M-8       BB/Watch Neg       BB
               M-7       BB+/Watch Neg      BB+
               M-6       BBB-/Watch Neg     BBB-

                         Ratings Affirmed

                  MASTR Second Lien Trust 2005-1
                Mortgage Pass-Through Certificates

                     Class       Rating
                     -----       ------
                     A           AAA
                     M-1         AA
                     M-2         A
                     M-3         A-
                     M-4         BBB+
                     M-5         BBB


MEGA-C POWER: Chapter 11 Reorganization Plan Consummated
--------------------------------------------------------
The Chapter 11 plan of reorganization for Mega-C Power Corporation
proposed by its chapter 11 trustee William M. Noall, Axion Power
International Inc., and others, became effective and was
consummated on Nov. 21, 2006.

In connection with the plan consummation:

   -- Axion's creditor claims against Mega-C have been compromised
      for $100;

   -- All pending and potential disputes between Mega-C and Axion,
      including potential derivative claims of Mega-C's creditors
      and shareholders have been released and settled;

   -- All of Mega-C's claimed interests in Axion's e3 Supercell
      technology, together with all of its tangible and intangible
      assets other than litigation claims against non-Axion
      parties have been conveyed to Axion;

   -- 1,500,000 Axion shares that were held in trust for the
      benefit of the Mega-C's creditors and shareholders have been
      returned to Axion for cancellation;

   -- 627,500 Axion shares that were held in trust for the benefit
      of the Mega-C's creditors and shareholders have been used to
      pay accumulated trust expenses through the effective date;

   -- 668,335 Axion shares that were held in trust for the benefit
      of the Mega-C's creditors and shareholders have been used to
      secure $2,005,000 in non-recourse loans to the trust, which
      has turned the proceeds over to the Chapter 11 estate to pay
      priority and administrative claims in accordance with the
      plan; and

   -- 5,331,665 Axion shares have been retained in trust for the
      benefit of a newly formed Mega-C liquidation trust and
      Mega-C's shareholders; and will be sold or distributed when
      the respective rights and interests of Mega-C's disputed
      creditors and shareholders are ultimately resolved by the
      Bankruptcy Court.

The litigation settlement and releases provided by the plan, which
are as broad as the law allows, are now binding on Mega-C and all
of its creditors and shareholders.  The conveyance of Mega-C's
tangible and intangible personal property eliminates conflicting
claims to Axion's e3 Supercell technology.  The plan requires the
successor to the Chapter 11 estate to obtain dismissals of all
derivative actions that are pending in the Canadian courts.

After accounting for the conversion rights of certain holders of
preferred stock, Axion had 20,242,279 common equivalent shares
outstanding on Nov. 20, 2006.  Therefore, the share cancellation
represents a 7.4% decrease in the number of issued and outstanding
shares and a proportionate increase in the value of each
outstanding share.  After giving effect to the settlement and
accounting for the conversion rights of certain holders of
preferred stock, Axion now has 18,742,287 common equivalent shares
outstanding.

"We are delighted to have a final resolution of the legal issues
that have plagued Axion for years," Tom Granville, Axion's CEO,
said.  "Now that the plan has been consummated, we believe all
appeals are effectively mooted.  The plan eliminates conflicting
claims to our technology and because of the broad releases
included in the plan, we believe our risk of future litigation is
not significant.  The plan also creates a logical path forward
that will allow Mega-C's creditors to be paid and the holders of
its allowed equity interests to become Axion stockholders in due
course.

"Most importantly, we can now concentrate all our resources on
bringing the e3 Supercell technology to market.  I look forward to
leading Axion as we continue preparation for a series of planned
demonstrations of our e3 Supercell technology that are scheduled
to begin in the first quarter of 2007.

"While plan consummation in the Mega-C bankruptcy is probably the
single most important event in Axion's corporate history, we want
to remind investors that our financial statements for the years
ended Dec. 31, 2003, 2004 and 2005 are currently being re-audited
and material restatements are likely.  We expect to resolve the
remaining accounting issues in the near future."

                           About Mega-C

Mega-C Power Corporation is in the business of commercializing a
hybrid capacitor/battery technology out of its premises in
Vaughan, Ontario.

In March 2003, the Ontario Securities Commission commenced an
investigation into the activities of Mega-C Power Corporation and
its promoters.  The commencement of this investigation, with
hindsight, was a key precursor to the demise of Mega-C Power's
business activities and resale activities of its promoters.

Axion Power Corporation initiated an involuntary chapter 11
proceeding against Mega-C on Apr. 6, 2004 (Bankr. D. Nev. Case No.
04-50962).  Cecilia L. Rosenauer, Esq., in Reno, Nevada,
represents Axion.  The Court appointed William Noall, as a chapter
11 trustee, and Mr. Noall is represented by Matthew C. Zirzow,
Esq., and Talitha B. Gray, Esq., at Gordon & Silver, Ltd.


MERRILL LYNCH: Fitch Holds Low-B Rating on Two Certificate Classes
------------------------------------------------------------------
Fitch affirms these Merrill Lynch Mortgage Investors mortgage
pass-through certificates:

   Series 2003-A

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

   Series 2003-G

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

The collateral on these transactions consists of adjustable-rate
mortgages extended to prime borrowers, secured primarily by first
liens on one- to four-family residential properties.  The
transactions are 36 months and 46 months seasoned, and have pool
factors (current collateral balance as a percentage of initial
collateral balance) of approximately 29% and 30%, respectively.

Series 2003-A and 2003-G are master serviced by Merrill Lynch
Credit Corporation and Cendant Mortgage Company respectively,
neither of which is currently rated by Fitch.

The affirmations reflect a stable relationship between credit
enhancement and future expected losses, and affect approximately
$741.61 million in outstanding certificates.  All classes have
experienced CE levels increase by more than 2 times (x) their
original levels.  As of the October 2006 distribution report,
series 2003-A has suffered $447,880 in losses and has
approximately 3% in the delinquency pipeline.  Series 2003-G has
not suffered from any losses and has approximately 2% in the
delinquency pipeline.


MEZZCAP: Fitch Lifts Rating on $1.1 Mil. Class J Certs to BB+
-------------------------------------------------------------
Fitch Ratings upgrades MezzCap's commercial mortgage pass-through
certificates, series 2004-C1:

     -- $2.3 million class C to 'A+' from 'A';
     -- $2.8 million class D to 'BBB+' from 'BBB';
     -- $1.5 million class E to 'BBB' from 'BBB-';
     -- $1.6 million class F to 'BBB' from 'BBB-';
     -- $1.1 million class G to 'BB+' from 'BB'.

In addition, Fitch affirms these classes:

     -- $30.2 million class A at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $2.8 million class B at 'AA';
     -- $4.4 million class H at 'B';
     -- $0.5 million class J at 'B-'.

Fitch does not rate the $3.1 million class K certificates.

The upgrades reflect defeasance (12.4%), stable performance, and
minimal paydown since issuance.  As of the October 2006 remittance
report, the pool's aggregate certificate balance has decreased
0.7% to $50.2 million from $50.5 million at issuance.

The mortgage loans consist of two notes - the A note, or senior
component, which is not included in this trust's mortgage assets,
and the B note.  The B notes in this pool consist of subordinate
interests in the first mortgage loans.  All loans are secured by
traditional commercial real estate property types and are subject
to standard intercreditor agreements that limit the rights and
remedies of the B noteholder in the event of default and upon
refinancing.  In a default, the B notes are likely to suffer
higher losses due to their subordinate positions.

One asset (0.5%) is currently specially serviced.  The asset, a
160-unit multifamily property located in Dallas, TX, is currently
real estate owned and is associated with an asset in the CSFB
2002-CKS4 transaction.  The special servicer is currently
marketing the asset.  The most recent appraisal indicates losses.
Fitch does not anticipate any recovery of the B note.  Fitch's
anticipated losses will be absorbed by the class K certificates.


MICHELLE PETRUZZELLI: Case Summary & 18 Largest Known Creditors
---------------------------------------------------------------
Debtor: Michelle Celeste Petruzzelli
        fka Michelle Celeste Cserep
        3619 Mira Loma Drive
        Shingle Springs, CA 95682

Bankruptcy Case No.: 06-24819

Type of Business: The Debtor previously filed for chapter 11
                  Protection on Apr. 9, 1999 (Bankr. E.D. Calif.
                  Case No. 99-24914).  The Debtor filed a second
                  chapter 11 petition on July 19, 2006 (Bankr.
                  E.D. Calif. Case No. 06-22616).

Chapter 11 Petition Date: November 16, 2006

Court: Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Paul R. Bartleson, Esq.
                  1007 7th Street #214
                  Sacramento, CA 95814
                  Tel: (916) 447-6640

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List 18 Largest Known Unsecured Creditors:

       Alicia Moniz c/o Serlin & Whiteford, LLP
       813 F Street, 2nd Floor
       Sacramento, CA 95814

       Bank of America
       POB 60069
       City Of Industry, CA 91716

       Capital One
       POB 60024
       City Of Industry, CA 91716

       Carlton Engineering, Inc.
       3883 Ponderosa Rd
       Shingle Springs, CA 95682

       CitiFinancial
       POB 6931
       The Lakes, NV 88901

       Daneen Peters
       14785 Sun Forest Drive
       Penn Valley, CA 95946

       HomeDepot
       PO Box 6028
       The Lakes, NV 88901

       HSBC MasterCard
       POB 60102
       City Of Industry, CA 91714

       IRS
       POB 21126
       Philadelphia, PA 19114

       Douglas Talmadge
       2351 Floyd Avenue
       Concord, CA 94520

       Judy Brent
       5609 South Park Avenue
       Tacoma, WA 98408

       Juniper Bank
       PO Vox 13337
       Philadelphia, PA 19101

       Lowes
       PO Box 530914
       Atlanta, GA 30353

       Merrick Bank
       POB 5721
       Hicksville, NY 11802

       NCO Financial Systems, Inc.
       PO Box 61247 Dept 64
       Virginia Beach, VA 23466

       Opteum
       PO Box 77404
       Ewing, NJ 08528

       Douglas Talmadge
       2351 Floyd Avenue
       Concord, CA 94520

       United Mileage Plus
       PO Box 94014
       Palatine, IL 60094


MOMENTIVE PERFORMANCE: Moody's Junks Rating on $595MM Sr. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating to
Momentive Performance Materials Incorporated.

In addition, Moody's assigned these ratings to the company's
proposed financings:

      -- senior secured revolver and term loan at Ba3;
      -- senior unsecured notes at B3; and,
      -- senior subordinated notes at Caa2.

The company was also assigned a speculative grade liquidity rating
of SGL-2.  Proceeds from the debt offering combined with
approximately $500 million equity capital and a $400 million
seller note will be utilized by Apollo Management to acquire the
Advanced Materials business of General Electric Company for
roughly $3.8 billion plus expenses.  GE will contribute
$54 million of the equity capital and receive a 10% equity stake
in the company.  The transaction is expected to close in early
December 2006.

The ratings outlook is stable.

This is the first time Moody's has rated Momentive.

The ratings take into account:

      -- Momentive's high leverage with expected adjusted debt to
         EBITDA of 7.9x times, debt to revenues of 1.5 times, and
         debt to capital of 89% at the closing of the
         transaction;

      -- reliance on working capital improvements to generate
         free cash flow and reduce debt over next 1-2 years; and,

      -- a credit facility and bond indentures that allow for
         significant additional secured borrowings.

Moody's expects the company to incur some cash expenses in the
first two years related to the establishment of a unified global
company.  The globalization of this business should not present
significant integration risk and should also provide the
opportunity for greater synergies over the longer term.

The ratings are supported Momentive's entrenched competitive
position in silicones business, the stability of its operations
relative to other chemical companies, strong and relatively stable
EBITDA margins (roughly 17-19% annually excluding extraordinary
items during the last three years), significant barriers to entry
in the silicone and quartz markets, global operational footprint,
a diverse product portfolio and customer base, and modest
maintenance capital expenditures.

Additionally, the ratings reflect the treatment of the
$400 million seller note as debt due the ability of the company to
call the note after five years, the inability to halt the
accretion of debt under any circumstances, and the cross
acceleration language in the indenture.  Utilizing Moody's
Chemical Industry Rating Methodology, the average of the twelve
metrics would yield a rating in the low "Ba" category, largely due
to the company's size, diversity and market position.

However, Moody's analyst John Rogers noted that "due to the
elevated leverage, the company's weak financial metrics are the
key factors driving the rating."

Pro forma for the transaction, Moody's views Momentive's liquidity
as good and has assigned a speculative grade liquidity rating of
SGL-2. The rating recognizes the company's significant liquidity
due to its undrawn $275 million secured revolver, a
$35 million synthetic letter of credit facility, and its ability
to raise a significant amount of additional secured debt.  The
credit facility covenant limits secured leverage to a maximum of
4.25 times.  Pro forma for the transaction, secured leverage is
expected to be 2.5x on a trailing twelve month basis ending
Oct. 1, 2006.

The stable outlook reflects Moody's expectation that Momentive
will generate modest levels of free cash flow over the next two
years and be unable to meaningfully reduce leverage.

However, the outlook assumes that Momentive will encounter minimal
problems as it transitions to a stand-alone company outside of GE,
be able to maintain its market shares in key end-markets, and
successfully avoid any margin erosion.

Additionally, it reflects a slower transition to "specialty"
products and away from its more commodity-like products.

Although management defines its specialty products as generating
60% of total sales, when looking at product lines that generate
contribution margins of 35% or more the current mix is roughly
50/50.  The ratings could be raised if the company is able to
generate upwards of $100 million in free cash flow, excluding the
benefit of any one-time working capital improvements, on an annual
basis.

This would allow a meaningful reduction in debt over time despite
the accretion of the seller note.  Any decline in EBITDA margins
or significant increase in debt could cause a change in the
outlook or a negative rating action.

Momentive's German subsidiary will be primary borrower of the term
loan and co-borrower under the revolver.  The notching of the
proposed senior credit facilities at Ba3 take into consideration
the limited amount of secured debt in the capital structure, the
substantial collateral coverage, a 50% excess cash flow sweep, and
unconditional guarantees from all of Momentive's domestic
subsidiaries and certain foreign subsidiaries, subject to
applicable laws.  The notching of the senior unsecured notes at B3
reflects the contractual subordination to the secured debt and
their senior position relative to subordinated notes and seller
note.  The notching of the senior subordinated notes at Caa2
reflect the deep subordination to a substantial amount of secured
and senior unsecured debt.  Momentive's US subsidiaries will
guarantee the senior unsecured and the senior subordinated notes
and their access to any proceeds from the Japanese intra-company
note will be subordinated to the secured credit facilities.

Ratings Assigned:

   * Momentive Performance Materials Inc.

      -- Corporate Family Rating at B3

      -- Probability of Default Rating at B3

      -- Speculative Grade Liquidity Rating at SGL-2

      -- $275 million 6-year Senior Secured Revolving Credit
         Facility at Ba3, LGD2, 13%

      -- $1,075 million 7-year Senior Secured Term Loan at Ba3,
         LGD2, 13%

      -- $35 million 7-year Senior Secured Synthetic Letter of
         Credit Facility at Ba3, LGD2, 13%

      -- $1,355 million Senior Unsecured Notes (combination of
         US$, Euro and Toggle notes) due 2014 at B3, LGD4, 57%

      -- $595 million Senior Subordinated Notes (combination of
         US$ and Euro notes) due 2016 at Caa2, LGD5, 86%

Loss Given Default Assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock -- in accordance
with Moody's Loss-Given-Default rating methodology that was
initially implemented in Sept. 2006.  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% - 9%) to LGD6 (loss anticipated to
be 90% - 100%).

Momentive Performance Materials Inc., to be headquartered in
Wilton, Connecticut, is a producer of silicones and silicone
derivatives worldwide.


MOMENTIVE PERFORMANCE: S&P Assigns B Long-Term Corp. Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term and
'B-3' short-term corporate credit ratings to Wilton, Connecticut-
based silicone and quartz producer Momentive Performance Materials
Inc.

The outlook is stable.

At the same time, based on preliminary terms and conditions, the
rating agency assigned a 'B+' senior secured bank loan rating and
a recovery rating of '1' to Momentive's proposed $275 million six-
year revolving credit facility, $35 million synthetic letter of
credit facility, and $1.075 billion seven-year term loan B.

These ratings indicate our expectation that lenders would realize
a full recovery of principal in a payment default scenario,
assuming a fully drawn revolving credit facility.

Standard & Poor's also assigned a 'B-' senior unsecured debt
rating to Momentive's proposed $1.355 billion unsecured notes due
2014 and a 'CCC+' subordinated debt rating to the proposed
$595 million notes due 2016.  The senior unsecured and
subordinated debt ratings are one and two notches, respectively,
below the corporate credit rating, reflecting the large amount of
senior secured debt ahead of them in the capital structure.

Proceeds of the proposed loan tranches and notes, together with
$400 million of seller notes and equity contributed from the new
owners, will be used to finance the purchase of businesses from
General Electric Co. in a transaction valued at about $3.9
billion.  A portion of the term loan and the notes may be
denominated in euros.

Pro forma total debt totaled about $3.5 billion.  Total adjusted
debt to EBITDA was more than 7.5x.

Standard & Poor's expect that debt leverage statistics will
gradually improve based on favorable operating prospects, but note
that the substantial reliance on debt in the financing of
Apollo Management's purchase of GE's silicones and quartz
businesses is a limiting factor in the ratings analysis.  The
transaction is expected to close during December 2006.  The equity
ownership will be 90% with Apollo and 10% GE.

"Momentive's No. 2 market position in the profitable, fast growing
and highly consolidated silicone market, and an increasing
contribution of specialty products in the portfolio support the
ratings," said Standard & Poor's credit analyst Tobias Mock.

These favorable business attributes and the strength of
Momentive's competitive position support a satisfactory business
profile and a relatively stable level of profitability over the
business cycle.

Still, some vulnerability to volume declines is likely during
periods of economic contraction or downturns in key end markets,
thereby adding concerns about the aggressiveness of the capital
structure, should business conditions unexpectedly deteriorate.


NASDAQ STOCK: London Stock Exchange Rejects EUR2.7 Billion Bid
--------------------------------------------------------------
Nightingale Acquisition Limited, a wholly owned subsidiary of The
Nasdaq Stock Market Inc., offered a EUR2.7 billion ($5.12 billion)
bid to acquire the entire issued and to be issued ordinary and
B shares of London Stock Exchange Group plc.

LSE rejected Nasdaq's offer.

Cheyne Capital Management, a hedge fund company, told Nasdaq that
it owns over 2 million shares it bought for 1,274.5 pence per
share; higher than Nasdaq's GBP12.43 per share bid, James Moore of
The Independent reports.

Mr. Moore further reports that hedge funds are believed to hold
approximately 30% of LSE's shares.

Nasdaq reported third quarter 2006 net income of $30.2 million, an
increase of 69.7% from $17.8 million in the third quarter of 2005,
and 81.9% from $16.6 million in the second quarter of 2006.

Alan Paul, Esq., and Ian Lopez, Esq., at Allen & Overy; and
Michael Hatchard, Esq., and Eric Friedman, Esq., at Skadden Arps
Slate Meagher & Flom give legal advice to Nasdaq.

Freshfields Bruckhaus Deringer is the legal counsel of LSE.

The Nasdaq Stock Market Inc. -- http://www.nasdaq.com/-- is the
largest electronic equity securities market in the United States
with approximately 3,200 companies.

                           *     *     *

Moody's Investors Service assigned in April 2006 ratings to three
new bank facilities of The Nasdaq Stock Market Inc.: a $750
million Senior Secured Term Loan B, a $1,100 million Secured Term
Loan C, and a $75 million Senior Secured Revolving Credit
Facility.  Moody's said each facility is rated Ba3 with a negative
outlook.


NASDAQ STOCK: Third Quarter Net Income Increases to $30.2 Million
-----------------------------------------------------------------
The Nasdaq Stock Market Inc. filed its third quarter financial
statements ended Sept. 30, 2006, with the Securities and Exchange
Commission on Nov. 8, 2006.

Nasdaq reported third quarter 2006 net income of $30.2 million, an
increase of 69.7% from $17.8 million in the third quarter of 2005,
and 81.9% from $16.6 million in the second quarter of 2006.

Gross margin, representing total revenues less cost of revenues,
was $171.2 million in the third quarter of 2006, an increase of
31.1% from $130.6 million in the year-ago period, and up
marginally from $171.1 million reported in the second quarter of
2006.

NASDAQ's chief executive officer, Robert Greifeld commented,
"Third quarter operating income grew an impressive 116.9% through
the continued execution of our strategic plan.  We've been able to
improve profitability through successful acquisitions and gains in
market share, while maintaining our expense control discipline.
Significant gains in our share of trading in NYSE-listed stocks
have been achieved, with our matched market sharing growing to
12.1% in the quarter, up from 4.7% in the year-ago quarter.  We
are on track to reach our 2006 objectives through continued
innovation and consistent execution."

                          Highlights

   * Continued success in obtaining switches from other markets,
     with 76 companies transferring their listing to NASDAQ during
     the year.

   * Completed the acquisition of PrimeZone Media Network,
     enabling NASDAQ to offer information distribution and
     multimedia services as part of its Corporate Client services.

   * Began migration to its single book platform, which when
     completed will provide market participants with a deeper
     liquidity pool, improved system performance and greater order
     interaction.

   * Announced plans to introduce the NASDAQ Options Market in
     third quarter 2007, pending SEC approval.

   * Became operational as an exchange in NASDAQ-listed securities
     on Aug. 1, 2006.

   * PowerShares Capital Management LLC launched 10 new
     exchange-traded funds on NASDAQ based on FTSE RAFI
     fundamental indexes.  NASDAQ also has agreed to transfer its
     sponsorship of the QQQs to PowerShares, significantly
     expanding sales distribution of the QQQs and opportunities to
     further build its investor base.

   * Secured two new TotalView Enterprise licenses allowing
     distribution of TotalView data to more than 57,000 additional
     non-professional subscribers, and grew professional
     subscribers 7% from prior quarter and more than doubled them
     from the year-ago quarter.

   * Enhanced ModelView, NASDAQ's web-based historical data
     product, to include NYSE- and Amex-listed data as well as
     INET liquidity.

Charges associated with NASDAQ's cost reduction program and INET
integration included in total expenses for the third quarter 2006
are pre-tax charges of $4.8 million relating to NASDAQ's
continuing efforts to reduce operating expenses and improve the
efficiency of its operations, as well as to integrate INET.

These charges include:

   * Technology Review - NASDAQ recorded expenses of $3.4 million
     in the quarter associated with its technology review, in
     which it previously changed the estimated useful life of some
     assets as it migrates to lower cost operating platforms and
     processes.

   * Workforce Reductions - NASDAQ recorded charges of $900,000
     in the quarter for severance and outplacement costs.

   * Real Estate - NASDAQ recorded charges of $500,000 in the
     quarter as part of its real estate consolidation plans.

                           2006 Outlook

NASDAQ is raising guidance for the full-year 2006:

   * Net income in the range of $89 million to $92 million for the
     year, including the impact of charges associated with
     NASDAQ's cost reduction program, INET integration, and losses
     on extinguishment of debt.

   * Gross margin in the range of $675 million to $680 million.

   * Total expenses in the range of $466 million to $471 million.

For 2006, total expense projections include approximately
$55 million to $60 million of pre-tax charges associated with
NASDAQ's continuing cost reduction efforts and INET integration.
Also included are charges realized in the second quarter related
to its investment in the London Stock Exchange.

These charges include:

   * Approximately $30 million to $33 million in charges primarily
     related to NASDAQ's decision to migrate to less expensive
     technology operating platforms.

   * Approximately $6 million to $7 million in non-cash charges
     related to NASDAQ's plans to exit certain real estate
     facilities.

   * Approximately $6 million to $7 million in severance expenses
     associated with NASDAQ's plans for workforce reductions.

   * $20.9 million in charges related to the early extinguishments
     of debt and the refinancing of a credit facility, and an
     $8.2 million foreign currency gain related to its investment
     in the London Stock Exchange, both recorded in the second
     quarter.

NASDAQ's Chief Financial Officer, David Warren, commented:
"NASDAQ's third quarter results highlight our ability to quickly
and efficiently integrate acquisitions, allowing them to
contribute to improved margins.  When coupled with revenue growth
derived from our product innovations and our ability to reduce
legacy operating expenses, we have created an effective business
model designed to drive growth in profitability.  We are now in
the final steps of our INET integration and, once completed, fully
expect to realize all deal synergies.  Our continued ability to
execute to plan allows us to improve our outlook for the remainder
of 2006."

                  Third Quarter Financial Review

Gross margin increased 31.1% in the third quarter to
$171.2 million, up from $130.6 million in the year-ago quarter,
and is up marginally from $171.1 million reported in the second
quarter of 2006.

Market Services gross margin increased to $111.3 million or 48.8%
from prior year, and increased 3.3% from prior quarter.

   * NASDAQ Market Center gross margin increased from the year-ago
     quarter primarily because of INET results, increases in
     average daily trading volume, and increases in trade
     execution market share for NYSE- and AMEX-listed equities.
     Access services revenue declined from the year-ago quarter
     due to the retirement of legacy products in December 2005.
     Increases from prior quarter are primarily related to the
     reduction in clearing costs for INET transactions.  INET
     trades are now cleared through NASDAQ's existing clearing
     broker, thereby reducing cost of revenues for the quarter.

   * Market Services Subscriptions revenues increased from the
     year-ago quarter as less data revenue was shared under the
     UTP Plan.  NASDAQ's UTP market share increased primarily due
     to the INET acquisition, which resulted in INET trades being
     reported to NASDAQ.  Also, effective Feb. 7, 2006, NASDAQ is
     no longer required to share NQDS revenue, thereby reducing
     the amount of revenue shared with UTP Plan participants.
     This change is also the primary driver for the growth in
     proprietary revenues and the decline in non-proprietary
     revenues when compared with the year-ago quarter.

   * Other Market Services revenues increased from prior year
     due primarily to revenues earned under a contract between
     NASD and NASDAQ for the operations of the Over-the-Counter
     Bulletin Board, which took effect on Oct. 1, 2005.

During the quarter Issuer Services revenues increased 7.2% to
$59.8 million from the prior year quarter and declined 5.7% from
prior quarter.

   * Corporate Client Group revenues increased from prior year
     driven primarily by revenues generated from recent
     acquisitions, which are included in the Corporate Client
     services line.

   * NASDAQ Financial Products licensing revenues decreased from
     the prior year and prior quarter due to a decline in
     licensing fees associated with options traded for NASDAQ
     licensed ETFs.  Recent court decisions have impacted NASDAQ's
     ability to charge a license fee for options that track NASDAQ
     ETF's.

Total expenses increased 4.0% to $103.3 million from $99.3 million
in the year-ago quarter and decreased 23.4% from $134.8 million in
the prior quarter.  Third quarter 2006 expenses increased from
last year primarily due its recent acquisitions of INET, Carpenter
Moore, Shareholder.com, and PrimeZone.

Expenses declined from second quarter 2006 primarily due to higher
charges in the prior quarter related to our cost reduction program
and INET integration, the early extinguishment of debt, and the
refinancing of a credit facility.

Partially offsetting second quarter 2006 charges was the
realization of a foreign currency gain related to its investment
in the London Stock Exchange, also recognized in the second
quarter of 2006.

At Sept. 30, 2006, the Company's balance sheet showed
$3,542,395,000 in total assets, $2,224,522,000 in total
liabilities, $411,000 in minority interest, and $1,317,462,000 in
total stockholders' equity.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1584

The Nasdaq Stock Market Inc. -- http://www.nasdaq.com/-- is the
largest electronic equity securities market in the United States
with approximately 3,200 companies.

                           *     *     *

Moody's Investors Service assigned in April 2006 ratings to three
new bank facilities of The Nasdaq Stock Market Inc.: a $750
million Senior Secured Term Loan B, a $1,100 million Secured Term
Loan C, and a $75 million Senior Secured Revolving Credit
Facility.  Moody's said each facility is rated Ba3 with a negative
outlook.


NASDAQ STOCK: London Stock Offer Cues S&P's Negative Watch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' long-term
counterparty credit ratings on The Nasdaq Stock Market Inc. on
CreditWatch with negative implications.

The CreditWatch action follows Nasdaq's announcement of its final
cash offer to purchase the 75% of the London Stock Exchange that
it doesn't already own for 1,243 pence per ordinary share.  The
financing details will be made public in the very near future when
Nasdaq submits its Offer Document.

"We are concerned Nasdaq will mostly use debt and/or bank loans to
finance this transaction, as this has been its practice in the
past," said Standard & Poor's credit analyst Charles D. Rauch.

If Nasdaq succeeds in acquiring the LSE, the combined organization
would be a world-class stock market, operating on two continents
and having a favorable venue for global corporate listings.  The
acquisition also brings some expense and technology synergies, but
is not without risk.  There is a high degree of integration risk,
especially if Nasdaq proceeds on a "nonrecommended" basis, and any
additional debt financing further burdens Nasdaq's already
leveraged balance sheet.

The extent of any ratings downgrade will be a function of the mix
of debt and equity to be issued to finance this transaction.
Standard & Poor's expect to resolve the CreditWatch action when
Nasdaq discloses the details of its financing arrangements in its
Offer Document.


OM GROUP: Nickel Biz Sale Cues Moody's to Affirm B2 Rating
----------------------------------------------------------
Moody's Investors Service affirmed OM Group Inc.'s B2 corporate
family rating and B3 rating on its $400 million notes due 2011,
and moved the ratings outlook to under review for possible
upgrade.

The change in outlook follows the report by the company that it
had signed an agreement with Norilsk Nickel regarding the sale of
OMG's nickel business.

Ratings under review:

      -- Corporate family rating at B2

      -- $400 million guaranteed senior subordinated notes due
         2011 at B3, LGD4, 58%

OMG's sale of its nickel business includes the sale of the nickel
refinery in Harjavalta, Finland, the mining and leaching plant in
Cawse, Australia and equity investments in MPI Nickel Pty. Ltd.
and Talvivaaran Kaivososakeyhtio on a debt-free, cash-free basis
for a cash purchase price of $408 million, subject to a post
closing working capital adjustment.

Additionally, OMG has negotiated five supply agreements with the
buyer for the supply of certain raw materials to its remaining
cobalt-based Specialties business and nickel-based raw materials
used in OMG's electronic chemicals business.  The boards of
directors of both companies have approved the transaction, which
will take OMG out of the nickel business and represents a
significant step in the firm's strategy of becoming a specialty
chemicals and advanced materials company with less volatile
earnings.

The review for a possible upgrade will consider the closing of the
nickel business sale, the ultimate use of net sale proceeds, and
whether the firm's operating margins and cash flow continue to be
supportive of a higher rating.  The company's subordinated notes
are callable at a price of 104.625% of the face amount during the
year starting December 15, 2006.

However, OMG could also invest in strategic acquisitions and
increased new product development as it pursues its strategic
growth and diversification plans.  After the transaction, OMG will
benefit from decreased volatility in earnings as the profitability
of the nickel business is tied to commodity nickel prices that
have experienced significant volatility in the past year.

However, Moody's notes that the fortunes of OMG's earnings are
still partially tied to the price of cobalt, which can be
volatile.  The divestiture will also lead to a reduction in net
debt such that the firm will have cash balances exceeding its
outstanding debt, increased liquidity, and flexibility in
financing internal and external growth opportunities.  Moody's
believes that the company will be in a strong position to make
modest acquisitions to support its new strategy, but significant
additional debt above current levels could limit upward movement
of the ratings.

OMG is a vertically integrated international producer of cobalt
and nickel-based specialty chemicals, whereby the company applies
proprietary technology to unrefined cobalt and nickel raw
materials to market more than 1,500 different products used in
many end markets such as rechargeable batteries, coatings, custom
catalysts, and liquid detergents.  OMG's revenues for the LTM
ended Sep. 30, 2006 were approximately $1.3 billion.


OVERSEAS SHIPHOLDING: 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 Ba1 Corporate Family Rating for Overseas Shipholding
Group, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   7.5% Notes
   Due 2024               Ba1      Ba1     LGD4       61%

   8.25% Notes
   Due 2013               Ba1      Ba1     LGD4       61%

   8.75% Debentures
   Due 2013               Ba1      Ba1     LGD4       61%

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%).

Overseas Shipholding Group Inc. (NYSE:OSG) -- http://www.osg.com/
-- is a publicly traded tanker company, with a combined owned,
operated and newbuild fleet of 118 vessels aggregating
12.9 million dwt and 865,000 cbm.  The Company has offices in
Athens, London, Manila, Montreal, Newcastle, New York City and
Singapore.


OWENS CORNING: Reaches Pact With CFI Resolving $3.8MM In Claims
---------------------------------------------------------------
Owens Corning and its debtor-affiliates reached a settlement
agreement with Containment Solutions, Inc. resolving $3,800,000 in
underground storage tank claims.

Owens Corning manufactured and sold fiberglass tanks for
underground storage of water and petroleum in 1965 to 1995.  The
business was sold in 1995 to Fluid Containment, Inc., now known as
Containment Solutions, Inc., retaining certain liabilities for
warranty and claims of the USTs already manufactured.

Before the Debtors filed for bankruptcy, Cumberland Farms, Inc.,
purchased some of Owens Corning's USTs.

In 2002, CFI filed Claim No. 7418 against Owens Corning, and
Claim 7417 against Owens Corning Fiberglass Technology, Inc.,
seeking payment for $3,800,000 in damages as a result of its
purchase of the USTs.  CFI alleged:

     (i) breach of contract;
    (ii) breach of warranty;
   (iii) defective design products liability;
    (iv) defective manufacture products liability; and
     (v) negligence.

CFI indicated that its $3,800,000 Claim does not include
unspecified amount for anticipatory damages for potential failure
of the USTs, and consulting and professional fees.

The Debtors and CFI subsequently negotiated and agreed to resolve
the Claims through a Settlement Agreement dated Oct. 5, 2006.

The Settlement Agreement provides that Claim No. 7418 will be
allowed as an unsecured and non-priority claim for $675,000,
while Claim No. 7417 will be disallowed and expunged in its
entirety.

The parties agree to release each other from all other claims and
obligations.  However, the Release will not affect CFI's rights
or claims with regard to Fluid Containment or Containment
Solutions, or their agents, affiliates or successors.

                      About Owens Corning

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 145; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PATHMARK STORES: Moody's Junks Corporate Family Rating
------------------------------------------------------
Moody's Investors Service downgraded the ratings of Pathmark
Stores, Inc., including the corporate family rating to Caa1 from
B3.

The outlook remains negative.

Ratings lowered:

      -- Corporate Family Rating to Caa1 from B3

      -- Probability of Default Rating to Caa1 from B3

      -- $350 million guaranteed 8.75% Senior Subordinated Notes
         (2012) to Caa2, LGD5, 76% from Caa1, LGD5, 74%

Moody's does not rate the $250 million senior secured bank credit
facility.

The downgrade was prompted by Moody's concerns:

      -- that the company's weak profit margins could continue to
         erode given the competition in its narrow trade areas;

      -- that it is unlikely in the near term that Pathmark will
         become self-funding in Moody's view, given that cash
         flow from operations and reported operating profit in
         each of the first two quarters of fiscal 2006 trailed
         the same periods in the prior year; and,

      -- that Pathmark, in Moody's opinion, is thus reliant on
         its bank credit agreement that contains covenants that
         may have only modest cushion over time if profitability
         becomes even weaker.

In accordance with our Aug. 2006 rating methodology on Multi-
Employer Pension Plans, Moody's now includes $58.5 million in
Pathmark's debt, equal to 2.6 times its $22.5 million annual
contribution to such plans in fiscal 2005.

This addition to debt raises already high debt to EBITDA (based on
Moody's standard analytical adjustments) from 7.5x for the twelve
months ended in July 2006 to 7.9x.

Moody's notes that Pathmark had adequate liquidity at
July 26, 2006, with reported cash and marketable securities of $62
million and availability under its revolving credit of
$96.3 million.

Pathmark's Caa1 corporate family rating reflects Moody's concern
regarding the company's weak profitability and credit metrics that
could over time erode its ability to comply with covenants in its
bank facility and that the company relies on external funding to
finance its peak working capital needs and planned capital
expenditures.

The negative outlook incorporates Moody's concern that Pathmark's
liquidity profile could erode given the challenge of growing
comparable store sales, profit margins and operating cash flow in
the near term against the backdrop of intense competition in its
geographically limited trade area between New York City and
Philadelphia.

Ratings could be lowered if the company's profitability
deteriorates further such that its cushion for complying with the
covenants in its bank facility becomes very tight and/or it has
diminished availability under its revolver.

The rating outlook could be stabilized if availability under the
revolving credit facility becomes ample and if the cushion for
covenant compliance becomes more comfortable, if comparable store
sales become strongly positive, and if reported EBIT margin
approaches 1% (versus 0.1% at the end of the most recent quarter).

Pathmark Stores, Inc., with headquarters in Carteret, New Jersey,
operates 141 supermarkets around the New York City and
Philadelphia metropolitan areas.  The company generated revenue of
nearly $4 billion for the twelve months ended July 29, 2006.


PETRO STOPPING: 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 B3 Corporate Family Rating for Petro Stopping
Centers L.P.

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
   ----------           -------  -------  ------   ----------
   Guaranteed Senior
   Secured Revolver
   Due 2008               B1       Ba3     LGD1        8%

   Guaranteed Senior
   Secured Term Loan
   Due 2008               B1       Ba3     LGD1        8%

   9% Guaranteed Senior
   Secured Notes
   Due 2012               B3       B3      LGD4        54%

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 El Paso, Texas, Petro Stopping Centers L.P. --
http://www.petrotruckstops.com/-- is an operator of truck stops
along U.S. interstate highways.


PLASTECH ENGINEERED: S&P Holds Corp. Credit Rating at B+
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Dearborn, Michigan-based auto supplier Plastech
Engineered Products Inc. and removed the rating from CreditWatch
with negative implications, where it was placed Aug. 21, 2006.

The outlook is negative.

The company has total balance-sheet debt of $452 million at Oct.
1, 2006.

At the same time, Standard & Poor's assigned its 'BB' bank loan
rating and its '1' recovery rating to the company's proposed
$200 million first-lien revolving ABL credit facility indicating
that lenders can expect full recovery of principal in the event of
a payment default or bankruptcy.

Standard & Poor's also assigned its 'B+' rating and its '2'
recovery rating to Plastech's proposed $250 million first-lien
term loan indicate that lenders can expect substantial recovery of
principal in the event of a payment default or bankruptcy.

In addition, a 'B-' rating and a '5' recovery rating was assigned
to Plastech's proposed $150 million second-lien term loan indicate
that lenders can expect negligible 0%-25%) recovery of principal
in the event of a payment default or bankruptcy.  When the
proposed transaction is completed, Standard & Poor's expects to
withdraw the ratings on Plastech's existing bank loan facilities
that will be repaid in full with the proceeds of the proposed
$600 million bank debt transaction.

The rating affirmation follows a review of the impact of Ford
Motor Co.'s sharply reduced vehicle production in the fourth
quarter of 2006.

Standard & Poor's has concluded that net new business, transfer
business, and the effect of aggressive efforts to reduce the cost
of manufacturing will somewhat alleviate the negative effect of
the Ford cuts and lower production by GM and DaimlerChrysler AG on
2006 earnings and cash flow.

In addition, in 2007, while overall production levels for GM and
Ford may remain under pressure, Plastech should benefit from
increasing production volumes from a high number of 2006 launches,
and the elimination of launch inefficiency costs, leading to some
earnings expansion.  Plastech's relentless focus on cost reduction
throughout the organization is another important factor supporting
the ratings affirmation.

The affirmation incorporates the assumption that, beginning in
2007, Plastech will receive an increasing amount of injection
molding business from Johnson Controls Inc. under the existing
long-term supply agreement between the two companies, which calls
for certain annual sales levels.

Plastech's actual sales to JCI were at lower-than-expected levels
in 2005-06, but JCI met its financial obligations under the supply
agreement, and has recently provided a directional plan that would
allow it to meet its continuing commitment to Plastech within the
next several years.


QC RIDGLEY: Case Summary & Five Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: QC Ridgley, LLC
        7 West Ridgely Road, Suite 100
        Lutherville, MD 21093

Bankruptcy Case No.: 06-17365

Type of Business: The Debtor is an affiliate of Chesapeake
                  Village, LLC.  Chesapeake Village filed for
                  chapter 11 protection on Aug. 24, 2006 (Bankr.
                  D. Md. Case No. 06-15094).

Chapter 11 Petition Date: November 16, 2006

Court: District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Marc Robert Kivitz, Esq.
                  201 North Charles Street, Suite 1330
                  Baltimore, MD 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140

Debtor's Financial Condition as of Nov. 8, 2006:

Total Assets: $4,240,000

Total Debts:  $4,201,762

Debtor's Five Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Quillen Development, Inc.                            $300,000
   7 West Ridgely Road, Suite 100
   Lutherville, MD 21093

   Baltimore County Office of Finance                    $44,867
   Attn: Treasurer
   P.O. Box 64281
   Baltimore, MD 21264-4281

   C. J. Johnston, Inc.                                  $10,000
   9500 Amberly Lane
   Perry Hall, MD 21128

   The Harford                                            $4,000
   Commercial Billing
   P.O. Box 620
   New Harford, NY 13413-6200

   Erie Insurance Co.                                         $1
   100 Erie Insurance Place
   Erie, PA 16530


QUALITY DISTRIBUTION: 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 Quality Distribution
LLC.

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
   ----------           -------  -------  ------   ----------
   Guaranteed Senior
   Secured Revolver
   Due 2008               B2       Ba3     LGD2       16%

   Guaranteed Senior
   Secured Term Loan
   Due 2009               B2       Ba3     LGD2       16%

   Guaranteed Senior
   Unsecured Floating
   Rate Notes Due 2012    Caa1     B3      LGD4       52%

   Guaranteed Senior
   Subordinated Notes
   Due 2010               Caa2     Caa2    LGD5       84%

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 Tampa, Florida, Quality Distribution, LLC and Quality
Distribution, Inc., its parent holding company, offers
transportation services for bulk liquid and dry bulk chemicals.
Apollo Management, L.P. owns approximately 52% of the common stock
of Quality Distribution, Inc.


RADIOLOGIX INC: Posts $714,000 Net Loss in 2006 Third Quarter
-------------------------------------------------------------
Radiologix, Inc., incurred a net loss of $714,000 for the third
quarter ended Sept. 30, 2006, compared to a net loss of $365,000
for the third quarter of 2005.

For the third quarter of 2006, service fee revenue was
$63.6 million, compared to $62.3 million for the third quarter of
2005.

Loss from continuing operations was $732,000, compared to income
of $217,000 for the third quarter of 2005.  Loss from continuing
operations excluding terminated operations was $748,000, compared
to income of $254,000 for the third quarter of 2005.

Radiologix earned net income of $1.6 million for the nine months
ended Sept. 30, 2006, compared to net income of $1.8 million for
the nine months ended Sept. 30, 2005.

Service fee revenue for the nine months ended Sept. 30, 2006, was
$193.9 million, compared to $189.3 million for the nine months
ended Sept. 30, 2005.

                     Restated 2005 Results

In addition to restating its financial statements for the year
ended Dec. 31, 2004, Radiologix also restated its financial
statements for each of the three quarters ended March 31, June 30,
and Sept. 30, 2005 to correct the accounting treatment of the
PresGar equipment lease contract acquired on Oct. 31, 2004, for
$13.9 million.

This restatement also resulted in a revision of our tax expense
for the three and nine months ended Sept. 30, 2005.  The impact of
the restatement in the three months ended Sept. 30, 2005 is a
reduction in depreciation and amortization expense of $200,000, an
increase in income tax expense of $400,000, and a reduction in net
income of $200,000.  The impact of the restatement in the nine
months ended Sept. 30, 2005 is a reduction in depreciation and
amortization expense of $600,000, a reduction in income tax
expense of $200,000, and an increase in net income of $800,000.

Cash and cash equivalents were $49.8 million at Sept. 30, 2006,
compared to $36 million at Dec. 31, 2005, primarily reflecting
continued strong cash collections during the nine months ended
September 30, 2006.

Net debt was $114.8 million at Sept. 30, 2006, compared to net
debt of $128.7 million at Dec. 31, 2005.  Total debt was
$170.3 million at Sept. 30, 2006 and Dec. 31, 2005.

                          About Radiologix

Radiologix, Inc. -- http://www.radiologix.com/-- provides
diagnostic imaging services, owning and operating multi-modality
diagnostic imaging centers that use advanced imaging technologies
such as positron emission tomography, magnetic resonance imaging,
computed tomography and nuclear medicine, as well as x-ray,
general radiography, mammography, ultrasound and fluoroscopy.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 20, 2006,
Standard & Poor's Ratings Services withdrew its 'B-' rating on
Radiologix Inc. after the completion of its acquisition by
Primedex Health Systems Inc.  The 'CCC+' rating on Radiologix's
senior unsecured debt was also withdrawn, as this debt will be
refinanced by the acquirer.

As reported in the Troubled Company Reporter on Nov. 9, 2006,
Moody's Investors Service confirmed its B2 Corporate Family Rating
for Radiologix, Inc. and upgraded its B3 rating on the Company's
seven-year Senior Unsecured Notes due 2008 to B2 in connection
with the implementation of its new Probability-of-Default and
Loss-Given-Default rating methodology for the Healthcare Service
and Distribution sectors.  In addition, Moody's assigned an LGD4
rating to notes, suggesting noteholders will experience a 52% loss
in the event of a default.


RADNOR HOLDINGS: Edward Rock Okayed as Panel's Litigation Advisor
-----------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized the Official Committee of
Unsecured Creditors of Radnor Holdings Corporation and its debtor-
affiliates to retain Edward B. Rock as its litigation consultant,
nunc pro tunc to Oct. 3, 2006.

Under the Bidding Procedures Order and Final DIP Order, Tennenbaum
Capital Partners LLC, a prepetition term loan lender, will be
allowed to credit bid its alleged secured claim at the Debtors'
auction for the sale of assets, unless the Committee objects to
the Tennenbaum Claims.

Pursuant to the Final DIP Order, the Committee was required to
investigate "any action challenging the amount, validity,
enforciability, priority or extent of the Prepetition Term Loan
Obligations or the Prepetition Term Loan Liens on the Prepetition
Term Loan Collateral, or the propriety of the repayment of the
Prepetition Term Loan Obligations" or assert any avoidance actions
or claims against the Prepetition Loan Lenders, known as the
Tennenbaum Action.

Mr. Rock will provide litigation consulting services to various
corporate governance issues in connection with the Tennenbaum
Action.  He will also provide expert testimony.

Mr. Rock will bill at $600 per hour.

Mr. Rock assured the Court that he does not hold an interest
adverse to the Debtors and to the Committee.

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.


RAIT CRE: Moody's Rates $35MM Class J Floating Rate Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned as of Nov. 7, 2006 these
ratings for RAIT CRE CDO I, Ltd.:

      -- Aaa to $200,000,000 Million Class A-1A First Priority
         Senior Secured Floating Rate Notes Due November 2046

      -- Aaa to $275,000,000 Million Class A-1B First Priority
         Senior Secured Revolving Floating Rate Notes Due
         Nov. 2046

      -- Aaa to $90,000,000 Million Class A-2 Second Priority
         Senior Secured Floating Rate Notes Due Nov. 2046

      -- Aa2 to $110,000,000 Class B Third Priority Senior
         Secured Floating Rate Notes Due Nov. 2046

      -- A1 to $41,500,000 Million Class C Fourth Priority
         Mezzanine Deferrable Floating Rate Notes Due November
         2046

      -- A2 to $25,000,000 Million Class D Fifth Priority
         Mezzanine Deferrable Floating Rate Notes Due Nov.
         2046

      -- A3 to $16,000,000 Million Class E Sixth Priority
         Mezzanine Deferrable Floating Rate Notes Due Nov. 2046

      -- Baa1 to $22,000,000 Million Class F Seventh Priority
         Subordinate Deferrable Floating Rate Notes Due Nov. 2046

      -- Baa2 to $20,500,000 Million Class G Eighth Priority
         Subordinate Deferrable Floating Rate Notes Due Nov. 2046

      -- Baa3 to $18,000,000 Million Class H Ninth Priority
         Subordinate Deferrable Floating Rate Notes Due Nov. 2046

      -- Ba2 to $35,000,000 Million Class J Tenth Priority
         Subordinate Deferrable Floating Rate Notes due Nov. 2046

Based upon materials provided by the Issuer and the results of
analysis commissioned by the Issuer, Moody's ratings of the above
listed Notes address the likelihood of the ultimate receipt of
interest and principal by the noteholders of each of the rated
classes by the legal final maturity date.

These ratings are based upon the quality of the underlying
collateral and the legal structure.  Moody's ratings address only
the credit risks associated with the transaction.  Other non-
credit risks, such as those associated with the timing of
principal prepayments have not been addressed and may have a
significant effect on yield to investors.  The assigned ratings
are not a recommendation to buy, sell or hold securities or any
interest therein.


REFCO INC: Ch. 11 Trustee Wants to Collect $1-Million in Fees
-------------------------------------------------------------
Marc S. Kirschner, the Chapter 11 trustee for the estate of Refco
Capital Markets, Ltd., reminds the U.S. Bankruptcy Court for the
Southern District of New York that from the date of his
appointment on April 20, 2006, through October 20, 2006, he
disbursed out of the RCM estate $33,978,774 in professional fees.

Pursuant to Sections 326, 330 and 331 of the Bankruptcy Code, the
RCM Trustee seeks allowance of $1,000,000 as interim compensation
in connection with his past and ongoing services on RCM's behalf.

The RCM Trustee assures the Court that his request is intended to
have no precedential effect in connection with any further
interim or final compensation he might seek later on.

Tina L. Brozman, Esq., at Bingham McCutchen LLP, asserts that the
interim compensation is appropriate considering RCM's unusually
large case that entails exceptional amount of monthly fees.

Ms. Brozman states that since Mr. Kirschner's appointment, the
RCM Trustee has received no compensation for services he has
rendered or reimbursement for his expenses.  She adds that the
RCM Trustee is not affiliated with or employed by any other
entity and receives no form of salary from any other source other
than certain retirement benefits from Jones Day, his previous law
firm.

According to Ms. Brozman, the RCM Trustee has posted a
$156,500,000 bond for the RCM case.  The Interim Compensation is
anticipated to remain far below the posted bond amount.  Moreover
the RCM estate currently has in excess of $2,400,000,000 of cash
and securities available for distribution to RCM customers and
creditors under the RCM Settlement Agreement.

Ms. Brozman further contends that the Interim Compensation amount
is appropriate and reasonable in light of amount of time expended
and to be expended by the RCM Trustee and the billing rates of
other professionals in the Debtors' Chapter 11 cases.  The
$1,000,000 compensation computes to approximately $471 per hour
based on an average of 250 hours per month from April 10 through
December 31, 2006, which is significantly less than the hourly
time charges of the senior professionals in the Debtors' cases,
she maintains.

                        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).


RIGEL CORP: Court Sets December 28 as Deadline for Filing Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona set
Dec. 28, 2006, as the last day for persons, other than
governmental units, owed money by Rigel Corporation to file their
proofs of claim against the Debtor.

Governmental units have until Feb. 12, 2007, to file their proofs
of claim.

Proofs of claims must be filed on or before the deadlines with
the:

   Office of the Clerk
   United States Bankruptcy Court
   District of Arizona
   Suite 101
   230 North First Avenue
   Phoenix, Arizona 85003-1727

Headquartered in Tempe, Arizona, Rigel Corporation is a Krispy
Kreme franchisee.  The Company also operates Godfather's Pizza,
KFC and Bruegger's Bagels' franchises.  The Company filed for
chapter 11 protection on Aug. 9, 2006 (Bankr. D. Ariz. Case NO.
06-02480).  Kevin McCoy, Esq., at Allen & Sala PLC, and Michael W.
Carmel, Esq., at Michael W. Carmel, Ltd., represented the Debtor.
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $10 million and $50 million.

The Court converted the Debtor's chapter 11 case to a chapter 7
proceeding on Aug. 15, 2006.  Anthony H. Mason is the Chapter 7
Trustee.  Dawn Bayne, Esq. at Allen & Sala PLC serves as Mr.
Mason's counsel.


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: Taps Carter Ledyard as Special Counsel
------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates ask the Honorable
Kevin J. Carey of the U.S. Bankruptcy Court for the District of
Delaware for permission to employ Carter Ledyard & Milburn LLP as
their special counsel for general domestic legal matters, nunc pro
tunc to Oct. 15, 2006.

Edwin S. Hetherington, vice president, general counsel, and
secretary of Sea Containers Ltd., tells Judge Carey that Carter
Ledyard has represented the Debtors as outside counsel for
general domestic legal matters since 1968.

Mr. Hetherington adds that the firm's professionals have become
very familiar with the Debtors and their business affairs, and
have gained extensive experience in most aspects of the Debtors'
general legal work and needs.

Among other things, Carter Ledyard has been providing services
and advice relating to:

    -- questions arising under the indentures relating to SCL's
       outstanding publicly held senior notes;

    -- the employee benefit plans maintained by Sea Containers
       America, Inc.; and

    -- filing necessary Forms 8-K with the Securities and
       Exchange Commission to announce material events.

A full-text copy of Carter Ledyard's scope of services is
available for free at:

              http://researcharchives.com/t/s?1530

Carter Ledyard will be paid for its services based on their
customary hourly rates:

      Professional                     Hourly Rate
      ------------                     -----------
      Partners and Counsel             $350 - $650
      Associates                       $200 - $390
      Para-professionals               $125 - $235

The firm will also be reimbursed for necessary out-of-pocket
expenses.

According to Mr. Hetherington, Carter Ledyard has received a
$200,000 prepetition retainer for providing the Debtors with
representation on certain of the General Legal Matters.  A
portion of the retainer has been applied to outstanding balances
existing as of the Petition Date, and the remainder will
constitute a general retainer for postpetition services and
expenses.

In addition to the retainer, Mr. Hetherington says, Carter
Ledyard received $3,946,660 from the Debtors within one year
prior to the Petition Date on account of services rendered with
regard to certain of the General Domestic Legal Matters.

James Gadsden, Esq., a partner at Carter Ledyard & Milburn LLP,
assures the Court that his firm does not hold or represent any
interests adverse to the Debtors, or to their estates in matters
upon which his firm is to be engaged.

                      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: Wants to Extend Time to File SALS and SOFAS
-----------------------------------------------------------
Sea Containers, Ltd. and its debtor affiliates ask the Honorable
Kevin J. Carey of the U.S. Bankruptcy Court for the District of
Delaware for an additional 30 days, through and including Dec. 14,
2006, within which they may file their:

    (1) schedules of assets and liabilities;
    (2) schedules of current income and expenditures;
    (3) schedules of executory contracts and
        unexpired leases; and
    (4) statements of financial affairs.

Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that the Debtors have been
diligently gathering, reviewing, and assembling information from
their books and records and from documents relating to numerous
transactions, and have made significant progress towards
completing their Schedules and Statements.  Also, the Debtors
have retained BMC Group to, among other things, assist in
preparing their Schedules and Statements.

Mr. Brady tells Judge Carey a brief extension is necessary due
to, among others:

    -- the size and complexity of the Debtors' businesses;
    -- the diversity of their operations and assets; and
    -- the number of creditors.

Moreover, Mr. Brady says, an extension will provide the Debtors
sufficient time to finalize and file accurate and complete
Schedules and Statements.

The Court will convene a hearing on Dec. 19, 2006, to
consider the Debtors' request.  By application of Rule 9006-2 of
the Local Rules of Bankruptcy Practice and Procedures of the
United States Bankruptcy Court for the District of Delaware, the
deadline to file Schedules and Statements is automatically
extended through the conclusion of that hearing.

                      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)


SITI-SITES.COM: Stockholders Approve Final Liquidation Plan
-----------------------------------------------------------
Siti-sites.com Inc.'s stockholders have approved the company's
Plan of Final Liquidation and Dissolution, as set forth in its
recent Proxy Statement under Section 14(a) of the Securities
Exchange Act of 1934.

The Company disclosed that a majority vote of all stockholders was
required and holders of 88.17% of its shares voted in favor of the
Plan by proxies.  Out of 30,000,143 shares outstanding of record
on Oct. 20, 2006, stockholders with 26,450,608 shares voted in
favor of the Plan.

There were also 42,563 votes cast against the Plan, and 90,204
votes abstaining.

              Cancellation of Shares in Liquidation

As reported in the Troubled Company Reporter on Sept. 14, 2006,
the Company filed a preliminary form of Information Statement with
the Securities and Exchange Commission contemplating a written
consent by a majority of stockholders to a Plan of Final
Liquidation and Dissolution, without a stockholders' meeting or
any solicitation of proxies.

The Company also previously disclosed that the Plan provides for
cancellation of all outstanding shares of Siti, in exchange for
the liquidating distribution made in April 2006 and any further
liquidating distributions that become possible in the future,
during the extensive life of the patent portfolio (expiring 2009
through 2021) covered by the settlement.  The Plan covers all such
distributions, if any.

Headquartered in New York City, Siti-Sites.com Inc. (Pink Sheets:
SITN) was an Internet media company with three websites for the
marketing of news and services.  The Company's websites related
entirely to the music industry.


SMART ONLINE: Adds Three Directors and Increases Board Size to Six
------------------------------------------------------------------
The Board of Directors of Smart Online Inc., effective
Nov. 17, 2006, increased the size of its Board from four members
to six members.

The Boar appointed Shlomo Elia, Philippe Pouponnot, and C. James
Meese, Jr.

Mr. Elia was originally recommended for appointment to the Board
by Atlas Capital S.A., a shareholder of the Company, and Mr.
Pouponnot was originally recommended for appointment by The
Blueline Fund, also a shareholder in the Company.  In a
transaction that closed Aug. 21, 2006, Mr. Pouponnot purchased
50,000 shares of the Company's common stock in a private placement
transaction.

Mr. Meese will be compensated pursuant to the Company's Revised
Board Compensation Policy.  Mr. Meese will be granted 10,000
shares of restricted common stock in the Company.  In addition,
the Company has amended its Board Compensation Policy to increase
the monthly retainer for the Chairman of the Audit Committee from
$1,500 to $2,000.  Mr. Elia and Mr. Pouponnot have, for the
moment, declined to be compensated pursuant to the Revised Board
Compensation Policy.

Mr. Meese is the President of Business Development Associates,
Inc.  Since 1989, Mr. Meese has provided advice and assistance to
both middle market and emerging companies on issues of company
valuations, acquisitions, and divestitures, market development,
corporate governance, capital acquisition, strategic planning,
exit strategies and organizational structuring through Business
Development Associates, Inc.  Prior to 1989, he spent 16 years
with West Pharmaceutical Services Inc., where he was a member of
the company's Top Management Committee during his last four years.
Mr. Meese is also a director of Digital Recorders Inc., Electrical
Equipment Company, The Railroaders Memorial Museum, and The
Raleigh Rescue Mission and its Foundation.  He chairs the
Railroaders Museum Board, and serves on a variety of committees in
his directorships.  He is a member of the NACD.  He received a
B.A. degree in Economics from the University of Pennsylvania and
an M.B.A. from Temple University.  He has been appointed to the
Board's Compensation Committee and the Corporate Governance and
Nominating Committee.  Mr. Meese was also named Chairman of the
Board's Audit Committee.

Mr. Elia is a Director and founder of 3Pen Ltd.  Prior to founding
3PEN, Mr. Elia held several senior positions in the Israeli
Defense Forces, including the post of the Military Governor of the
West-Bank and Commander of the Liaison Unit for South Lebanon.
During his service, among other activities, General Elia was
engaged for a year as a Research Fellow in the Institute of
International Strategic Affairs at U.C.L.A.  Since his retirement
from the I.D.F., he is involved in communication projects in
Nigeria and West Africa, and construction projects in Romania.
Mr. Elia holds a B.A. degree in Modern History of the Middle-East
from Tel Aviv University.

Mr. Pouponnot is the Director of Azur Management SAL.  He has been
a director of Azur Management since its founding in 1999, where he
has gained international experience working with banks and brokers
in all phases of investment management, including administrative,
investment, and commercial transactions.  He also serves as an
asset and investment manager for companies and high net worth
individuals, and has worked closely with companies in a variety of
sectors in matters ranging from formation to reorganization to
liquidation.  Mr. Pouponnot has also been appointed to the Board's
Compensation Committee and the Corporate Governance and Nominating
Committee.

Smart Online Inc. -- http://www.SmartOnline.com/-- develops and
markets Internet-delivered Software-as-Service software
applications and data resources to start, run, protect and grow
small businesses.

                        Going Concern Doubt

Sherb & Co., LLP, expressed substantial doubt about Smart Online,
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for the years ended Dec. 31, 2005
and 2004.  The auditing firm pointed to the Company's recurring
losses from operations and working capital deficit.


SPIRIT AEROYSTEMS: Prices Initial Public Offering of 55MM Shares
----------------------------------------------------------------
Spirit AeroSystems Holdings Inc. reported the pricing of the
initial public offering of its Class A Common Stock at $26.00 per
share.  The offering will consist of 55,083,334 shares, of which
10,416,667 shares will be sold by Spirit and 44,666,667 shares
will be sold by existing stockholders.

The selling stockholders have granted the underwriters a 30-day
option to purchase up
to 8,262,500 additional shares to cover over-allotments, if any.

The Class A Common Stock will be listed on the New York Stock
Exchange under the
symbol "SPR" and is expected to begin trading on Tuesday, Nov. 21,
2006.

Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and
Morgan Stanley & Co. Incorporated are acting as joint book-running
managers for the offering.  Copies of the final prospectus
relating to the offering, when available, may be obtained from:

        1) Credit Suisse Prospectus Department
           One Madison Avenue
           New York, NY 10010
           Tel: 1-800-221-1037

        2) Goldman, Sachs & Co.
           Attn: Prospectus Dept.
           85 Broad Street
           New York, NY 10004
           Fax: 1-212-902- 9316

        3) Morgan Stanley,
           180 Varick Street 2/F
           New York, NY 10014
           Tel: 1-866-718-1649

Based in Wichita, Kansas, Spirit AeroSystems, Inc. (NYSE: SPR) --
http://www.spiritaero.com/-- with facilities in Wichita, Tulsa
and McAlester Oklahoma, and Prestwick, Scotland, is a designer and
manufacturer of fuselages, struts, nacelles, thrust reversers and
other complex components for Boeing and Airbus.

                            *    *    *

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Moody's Investors Service, in connection with its implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency revised its Ba3 Corporate Family
Rating for Spirit Aerosystems Inc. to B1.

As reported in the Troubled Company Reporter on Sept. 19, 2006,
Standard & Poor's Ratings Services assigned its 'BB+' bank loan
rating and '1' recovery rating, indicating high expectations of
full recovery of principal in the event of a payment default, to
Spirit AeroSystems Inc.'s (BB-/Watch Pos/--) proposed, amended and
restated $983 million bank financing.  These ratings are not on
CreditWatch.


SPRINT NEXTEL: Credit Guarantees Cue Moody's Ratings Withdrawal
---------------------------------------------------------------
Moody's Investors Service withdrew all the ratings of Nextel
Partners, Inc., and Ubiquitel Operating Company.

This action is based upon Moody's determination that the
guarantees provided by Sprint Nextel Corporation do not provide
full credit substitution due to conditionality of the guarantees.

Specifically, the existing guarantees do not provide full credit
substitution because Sprint Nextel may be released from the
guarantees upon the sale or other transfer of the capital stock of
Nextel Partners or Ubiquitel by Sprint Nextel, or of all or
substantially all of the assets of those two companies to an
entity that is not Sprint Nextel or a subsidiary of Sprint Nextel.

Furthermore, Sprint Nextel has indicated that it does not plan to
provide standalone financial statements for either entity, thereby
making it impossible for Moody's to assess the credit quality of
both issuers.

Withdrawals:

   * Issuer: Nextel Partners, Inc.

      -- Corporate Family Rating, previously rated Ba2

      -- $475 Million 8.125% Senior Notes due 2011, previously
         rated Ba3

   * Issuer: Ubiquitel Operating Company.

      -- Corporate Family Rating, previously rated B3

      -- $420 Million 9.875% Senior Notes due 2011, previously
         rated B3

Nextel Partners and Ubiquitel are affiliates of Sprint Nextel
Corporation.  Nextel Partners was acquired by Sprint Nextel
Corporation in June 2006.  Ubiquitel was acquired by Sprint Nextel
in July 2006.


STANDARD STEEL: 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 Standard Steel, LLC.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Guaranteed 1st
   Lien Senior Secured
   Revolver Due 2011      B2       B2      LGD3       45%

   Guaranteed Senior
   Secured Term Loan
   Due 2012               B2       B2      LGD3       45%

   Guaranteed Senior
   Secured Delayed
   Draw Term Loan         B2       B2      LGD3       45%

   Guaranteed Senior
   Secured 2nd Lien
   Term Loan              Caa1     Caa1    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%).

Based in Burnham, Pennsylvania, Standard Steel, LLC --
http://www.standardsteel.com/-- manufactures of forged steel
wheels and axles for freight railcars, locomotives and passenger
railcars.  It is the only producer of forged steel wheels for
railcars and locomotives in North America.  Customers include
major Class I railroads in North America, freight railcar
builders, railcar and locomotive maintenance shops, the Amtrak
national railroad, locomotive builders and regional transit
authorities.


STEEL PARTS: Creditors' Panel Hires Honigman Miller as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
authorized the Official Committee of Unsecured Creditors of Steel
Parts Corp. to retain Honigman Miller Schwartz and Cohn LLP as its
counsel, nunc pro tunc to Sept. 29, 2006.

Honigman Miller will:

     a) advise the Committee with respect to its rights, duties
        and powers in the Debtor's Chapter 11 case;

     b) assist and advise the Committee in its consultation with
        the Debtor relative to the administration of the Chapter
        11 case;

     c) assist the committee in analyzing the claims of the
        Debtors' creditors and the Debtors equity structure, and
        in negotiations with holders of claims and equity
        interests;

     d) assist the committee in investigating the acts, conduct
        assets, liabilities and financial condition of the Debtor
        and the operation of the Debtor's business;

     e) assist the Committee in its analysis of and negotiations
        with the Debtor and any third party concerning matters
        related to, among other things: financing, the proposed
        sale under Bankruptcy Code 363 and the terms of one or
        more plans of reorganization of the Debtor, the
        accompanying Disclosure Statements and related plan
        documents;

     f) assist and advise the Committee as to its communications
        with the general unsecured creditor body regarding
        significant matters in the Debtor's Chapter 11 case;

     g) represent the Committee in all hearing and other
        proceedings;

     h) review and analyze applications, motions, orders,
        statements of operations and schedules filed with the
        Court or submitted to the office of the U.S. Trustee; and
        advise the Committee as to their propriety;

     i) assist the Committee in preparing pleadings and
        applications as may be necessary in furtherance of the
        Committees interests and objectives;

     j) prepare, on behalf of the Committee, any pleadings,
        including without limitation, motions, memoranda, briefs,
        complaints, or objections relevant to this case;

     k) assist the committee in the investigation and analysis of
        any claims against the Debtor, the Debtors' equity
        interest holders and insiders and any of the Debtor's non-
        debtor affiliates; and

     l) perform other services as may be required or are deemed to
        be in the interests of the Committee and its constituency
        in accordance with the Committees powers or duties.

The hourly rates for Honigman Miller's professionals are:

        Designation                      Hourly Rate
        -----------                      -----------
        Partners                         $260 to $505
        Associates                       $185 to $220
        Paraprofessionals                $150 to $160

Scott A. Wolfson, Esq., and E. Todd Sable, Esq., will serve as
lead attorneys in this engagement.  Mr. Wolfson bills at $305 per
hour while Mr. Sable bills at $330 per hour.

Other professionals expected to work on the representation of the
Committee and their hourly rates are:

       Professional                      Hourly Rate
       ------------                      -----------
       Judy B. Calton, Esq.                 $425
       Michelle E. Taigman, Esq.            $305
       Seth A. Drucker, Esq.                $195
       Brenda E. Lundberg                    160

Mr. Wolfson assures the Court that his firm does not hold any
interest adverse to the Debtor's estate; and is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Livonia, Michigan, Steel Parts Corp. --
http://www.steelparts.com/-- supplies automatic transmissions,
suspension, steering components, assemblies and other automotive
parts.  The Company filed for chapter 11 protection on
Sept. 15, 2006 (Bankr. E.D. Mich. Case No. 06-52972).  Barbara
Rom, Esq., and Hannah Mufson McCollum, Esq., at Pepper Hamilton
LLP, represent the Debtors.  When the Debtor filed for protection
from its creditors, it estimated assets and debts between $10
million and $50 million.


STEEL PARTS: Selling All Assets to Resilience for $14 Million
-------------------------------------------------------------
Steel Parts Corp. will proceed with the sale of substantially all
of its assets to Resilience Acquisition, Inc., after failing to
attract any competing bids for these assets.

The sale is expected to close by November 27.  The closing will
take place at the offices of Pepper Hamilton LLP at 100
Renaissance Center, Suite 3600 in Detroit, Michigan.

Resilience proposes to buy the Debtor's assets for a total
purchase price of $14 million, which includes a cash portion of
$11.5 million and a promissory note of $2.5 million, to be paid
over a period of four years.  In addition, Resilience will be
purchasing the majority of the Debtor's executory contracts and
unexpired leases.

Hannah Mufson McCollum, Esq., at Pepper Hamilton LLP, tells the
U.S. Bankruptcy Court for the Eastern District of Michigan that
the Debtor will distribute the $11.5 million in cash proceeds to
Wells Fargo Business Credit, Inc., its prepetition and DIP Loan
lender, any administrative or priority creditors not paid during
the time the Debtor operated as a debtor-in-possession, as well as
unsecured creditors.

The proceeds of the four-year promissory note will also be
available for distribution to unsecured creditors.  In addition,
unsecured creditors will get the proceeds of any sale of
miscellaneous de minimis assets.

The Debtor says it does not expect to receive any additional
income other than the income from the sale, the promissory note,
the pursuit of de minimis asset sales and the pursuit of unwaived
avoidance actions.

The Debtor anticipates filing a liquidating Chapter 11 Plan by
Jan. 16, 2007.

Headquartered in Livonia, Michigan, Steel Parts Corp. --
http://www.steelparts.com/-- supplies automatic transmissions,
suspension, steering components, assemblies and other automotive
parts.  The Company filed for chapter 11 protection on
Sept. 15, 2006 (Bankr. E.D. Mich. Case No. 06-52972).  Barbara
Rom, Esq., and Hannah Mufson McCollum, Esq., at Pepper Hamilton
LLP, represent the Debtors.  Edward Todd Sable, Esq., at Honigman
Miller Schwartz & Cohn LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


TALECRIS BIOTHERAPEUTICS: S&P Holds Sr. Secured Rating at BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its loan and recovery
ratings on Research Triangle Park, North Carolina-based Talecris
Biotherapeutics Inc.'s senior secured first-line term loan due
2013.  The dollar amount of this loan was revised to $700 million
from $1.2 billion.

The loan rating is 'BB-' with a recovery rating of '1', indicating
a high expectation for full recovery of principal in the event of
a payment default.

In addition, Standard & Poor's assigned its loan and recovery
ratings to Talecris' $330 million second-lien term loan due 2014.
The second-lien loan rating is 'B+' with a recovery rating of '3',
indicating the expectation for meaningful recovery of principal in
the event of a payment default.


TISHMAN SPEYER: Moody's Places Corp. Family Rating at Ba2
---------------------------------------------------------
Moody's Investors Service assigned Ba2 corporate family and senior
secured debt ratings to Tishman Speyer Real Estate DC Area
Portfolio, LP.

This is the first time Moody's has rated Tishman Speyer RE DC,
which is a private equity partnership sponsored by Tishman Speyer
formed to purchase a portfolio of Washington DC area office assets
from affiliates of the Blackstone Group.

The properties were formerly owned by CarrAmerica Realty
Corporation.  The portfolio will be managed by Tishman Speyer.
Lehman Brothers is providing bridge equity to the partnership,
which will be syndicated to the ultimate limited partners; Tishman
Speyer will own a significant equity stake through its fund
management platform.

The bank credit facility consists of a $370 million six-year
secured term loan, and a $175 million secured five-year revolving
credit facility which will be initially unfunded.  These
facilities are collateralized by first lien mortgages on four
office properties, and pledges of equity in the remaining assets,
with coverage, net worth and leverage covenants.

The rating outlook is stable.

According to Moody's, the ratings reflect a highly leveraged
structure, presence of third-party mortgages, geographic
concentration and limited access to capital.  The Tishman
partnership is also pressured by thin coverages, with little
cushion for error.

"The transaction is supported by adequate collateral for the bank
credit facility, as well as the high quality and superior location
of the property portfolio -- albeit with high leverage. Moody's
also considers the track record and reputation of the sponsor,
Tishman Speyer, to be a plus," says Moody's analyst Christopher
Wimmer CFA.

The Tishman Speyer partnership is capitalized with a significant
amount of secured debt, initially bringing leverage near 65%
versus the credit facility covenant of 70%.

While this could decline by using disposition proceeds to reduce
debt, Moody's does not expect any material declines in leverage.
In addition, debt service coverage is thin at little over 1.0X.
The Washington DC office market has been healthy.  However, there
is a risk that legislative priorities could change, and the
partnership's inability to spread this exposure over more than one
region is a concern.  Including vacant space, 45% of total square
footage will roll within three years, and nearly two-thirds within
five years, which Tishman views as an opportunity to raise rents,
though the potential remains that market conditions could
deteriorate and render the leasing exposure a liability.

The portfolio, however, exhibits reasonable diversification in
terms of tenants and industry-types, with several buildings near
the White House and the transit system.  Finally, the credit
facility will enjoy asset coverage of over 4X at the transaction
close, and nearly 3X assuming a fully funded revolver.

The stable rating outlook reflects Moody's expectation that
Tishman Speyer will prudently manage the portfolio while
successfully pursuing opportunities to add value through
development and redevelopment, with continued high leverage and
constrained coverages.

A rating upgrade would require a reduction of leverage below 60%
and coverage higher than 1.5X, with better geographic diversity. A
decline in coverages below 1X, or leverage in excess of 70%, would
result in a downgrade, as would an inability to successfully
syndicate the partnership equity.

These ratings were assigned with a stable ratings outlook:

   * Tishman Speyer Real Estate DC Area Portfolio (Borrower), LP

      -- senior secured debt at Ba2; and,
      -- corporate family rating at Ba2.

Tishman Speyer is a privately-held real estate firm headquartered
in New York City, USA, and is a leading owner, developer, operator
and fund manager of first-class real estate.  It has developed,
owned and managed more than 85 million square feet in major
metropolitan areas across the United States, Europe, Latin America
and Asia since 1978.


TRINITY 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 Ba2 Corporate Family Rating for Trinity Industries,
Inc. and Trinity Industries Leasing Company.

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

Issuer: Trinity Industries, Inc.

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Unsecured
   Revolver Due 2011      Ba2     Baa3     LGD2       22%

   6.5% Senior Notes
   Due 2014               Ba2     Baa3     LGD2       22%

   3-7/8% Convertible
   Subordinated Notes
   Due 2036               Ba3     Ba3      LGD5       71%

Issuer: Trinity Industries Leasing Company

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   7.55% 2002-1 ETC
   Guaranteed by
   Trinity
   Industries, Inc.       Ba1     Baa2     LGD1        7%

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 Dallas, Texas, Trinity Industries, Inc. --
http://www.trin.net/-- is a North American builder of rail cars,
has interests in barge construction and highway construction, and
owns and manages a portfolio of leased railroad cars.


TWL CORP: Chisholm Bierwolf Raises Going Concern Doubt
------------------------------------------------------
Chisholm, Bierwolf & Nilson LLC in Bountiful, Utah, raised
substantial doubt about TWL Corp.'s ability to continue as a going
concern after auditing the Company's June 30, 2006, financial
statements.  The auditor pointed to the Company's working capital
deficit and recurring operating losses.

The Company's sales revenues for the fiscal year ended June 30,
2006, were $25,840,468 as compared with $11,176,974 for fiscal
year ended June 30, 2005.  This significant increase in revenues
is due primarily to 12 months of operations for TWL Knowledge
Group Inc. of $24,930,881 compared with three months of
operational results for fiscal year 2005 of $8,168,297.

Costs of sales, which consist of labor and hardware costs, and
other incidental expenses, were $7,036,893 for the fiscal year
2006 as compared with $2,910,244 for the fiscal year 2005,
resulting in gross profit of $18,803,575 for the fiscal year 2006
as compared with $8,266,730 for the fiscal year 2005.  These
increases in both costs and gross profit were due to and
associated with increased revenues from the full year operations
of TWL Knowledge Group Inc.

For the fiscal year ending June 30, 2006, the Company reported a
$21,779,617 net loss compared with a $15,615,043 net loss for the
fiscal year ending June 30, 2005.

At June 30, 2006, the Company's balance sheet showed $11,229,434
in total assets, $34,077,043 in total liabilities, and $800,000 in
contingent redeemable equity; resulting in a $23,647,609
stockholders' deficit.

The Company's fiscal year balance sheet at June 30 also showed
strained liquidity with $3,801,810 in total current liabilities
available to pay $17,159,480 in total current liabilities.

                   Private Financing Transaction

The Company entered Aug. 31, 2006, into agreements with Laurus
Master Fund Ltd.:

   -- a secured three-year term note with a principal amount of
      $2,500,000, which matures on Aug. 31, 2009;

   -- a secured three-year revolving note with a principal amount
      of $5,000,000; and

   -- 1,500,000 shares of TWL's preferred stock, which is
      redeemable at a set price of $0.10 per share at any time
      until Aug. 31, 2011, and may be converted by Laurus at any
      time into TWL's common stock the Set Price.

TWL received $2,173,000 as net proceeds from the secured note.
The proceeds were deposited in a restricted account with Col
Taylor Bank as security for the total loan amount, and for TWL's
use to make acquisitions as approved by Laurus.

The notes are secured by a blanket lien on all of TWL's assets,
its subsidiaries, and the cash held in the restricted account at
Cole Taylor Bank.

A full-text copy of the Company's Annual Report is available for
free at http://ResearchArchives.com/t/s?156d

TWL Corporation, through its subsidiaries, specializes in
providing technology-enabled learning and certification software
for corporations, organizations, and individuals in multiple
global industries.  The Company changed its name on Sept. 29,
2006, from Trinity Learning Corp. to TWL Corp.


TWL CORP: Sept. 30 Stockholders' Deficit Increases to $25 Million
-----------------------------------------------------------------
TWL Corp. filed its financial statements for the first fiscal
quarter ended Sept. 30, 2006, with the Securities and Exchange
Commission on Nov. 20, 2006.

The Company's revenues for the first quarter 2007 were $6,778,690,
as compared with $5,348,757 for the first quarter 2006.  This
increase in revenues is due primarily to increased one-time sales.

Cost of sales, which consist of labor, hardware costs, cost of
goods sold, and other incidental expenses, was $1,125,183 for the
first quarter 2007 as compared with $1,230,214 for the first
quarter 2006 resulting in gross profit of $5,653,507 for the first
quarter 2007 as compared with $4,118,543 for the first quarter
2006.

The Company reported net loss available to common stockholders of
$5,176,118 for the first quarter 2007, compared with a net loss of
$8,074,452 for the first quarter 2006.

At Sept. 30, 2006, the Company's balance sheet showed $13,546,948
in total assets, $37,765,738 in total liabilities, and $800,000 in
contingent redeemable equity, resulting in a $25,018,790
stockholders' deficit.  The Company had a $23,647,609 deficit at
June 30, 2006.

The Company's Sept. 30 balance sheet also showed strained
liquidity with $7,394,041 in total current assets available to pay
$18,977,726 in total current liabilities

Full-text copies of the Company's first fiscal quarter financials
are available for free at http://ResearchArchives.com/t/s?156f

                        Going Concern Doubt

Chisholm, Bierwolf & Nilson LLC in Bountiful, Utah, raised
substantial doubt about TWL Corp.'s ability to continue as a going
concern after auditing the Company's June 30, 2006, financial
statements.  The auditor pointed to the Company's working capital
deficit and recurring operating losses.

                          About TWL Corp.

TWL Corporation, through its subsidiaries, specializes in
providing technology-enabled learning and certification software
for corporations, organizations, and individuals in multiple
global industries.  The Company changed its name on Sept. 29,
2006, from Trinity Learning Corp. to TWL Corp.


UBIQUITEL OPERATING: Moody's Withdraws B3 Rating on $420MM Notes
----------------------------------------------------------------
Moody's Investors Service withdrew all the ratings of Nextel
Partners, Inc., and Ubiquitel Operating Company as described
below.

This action is based upon Moody's determination that the
guarantees provided by Sprint Nextel Corporation do not provide
full credit substitution due to conditionality of the guarantees.

Specifically, the existing guarantees do not provide full credit
substitution because Sprint Nextel may be released from the
guarantees upon the sale or other transfer of the capital stock of
Nextel Partners or Ubiquitel by Sprint Nextel, or of all or
substantially all of the assets of those two companies to an
entity that is not Sprint Nextel or a subsidiary of Sprint Nextel.

Furthermore, Sprint Nextel has indicated that it does not plan to
provide standalone financial statements for either entity, thereby
making it impossible for Moody's to assess the credit quality of
both issuers.

Withdrawals:

   * Issuer: Nextel Partners, Inc.

      -- Corporate Family Rating, previously rated Ba2

      -- $475 Million 8.125% Senior Notes due 2011, previously
         rated Ba3

   * Issuer: Ubiquitel Operating Company.

      -- Corporate Family Rating, previously rated B3

      -- $420 Million 9.875% Senior Notes due 2011, previously
         rated B3

Nextel Partners and Ubiquitel are affiliates of Sprint Nextel
Corporation.  Nextel Partners was acquired by Sprint Nextel
Corporation in June 2006.  Ubiquitel was acquired by Sprint Nextel
in July 2006.


US CONCRETE: Earns $11.2 Million in Quarter Ended September 30
--------------------------------------------------------------
US Concrete Inc., delivered its financial results for the quarter
ended Sept. 30, 2006, to the Securities and Exchange Commission on
Nov. 9, 2006.

US Concrete reported a $11,224,000 net income on $250,618,000 of
net sales for the three months ended Sept. 30, 2006, versus a
$9,000,000 net loss on $172,297,000 of net sales for the three
months ended Sept. 30, 2005.

Management reports that net cash provided by operating activities
generally reflects the cash effects of transactions and other
events used in the determination of net income or loss.  Net cash
provided by operating activities of $20 million in the nine months
ended Sept. 30, 2006, decreased $1.2 million from the net cash
provided by operating activities in the nine months ended
Sept. 30, 2005.  This decrease is principally a result of higher
working capital requirements, and cash income tax payments,
partially offset by higher operating income.

At Sept. 30, 2006, US Concrete's balance sheet showed $769,268,000
in total assets and $477,150,000 in total liabilities.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?1576

Headquartered in Houston, Texas, U.S. Concrete Inc. (NASDAQ: RMIX)
-- http://www.us-concrete.com/-- provides ready-mixed concrete
and related concrete products and services to the construction
industry in several major markets in the United States.  The
Company has 106 fixed and seven portable ready-mixed concrete
plants, 10 pre-cast concrete plants, three concrete block plants
and three aggregates quarries.  During 2005, these facilities
produced approximately 6.6 million cubic yards of ready-mixed
concrete, 5.3 million eight-inch equivalent block units and 1.9
million tons of aggregates.

                          *     *     *

US Concrete Inc.'s 8-3/8% Senior Subordinated Notes due 2014 carry
Moody's Investors Service's B2 rating and Standard & Poors' B-
rating.


US AIRWAYS: Delta Workers Object to Merger Offer
------------------------------------------------
Delta Air Lines Inc.'s employees are opposed to the $8 billion
merger offer made by US Airways Group Inc., according to the
workers' representative, Reuters reports.

Delta Board Council member Bill Morey, in an interview with
Reuters, said that they have worked and sacrificed a lot to get
Delta to the point where it will emerge from bankruptcy.  "Now we
have someone coming in that's trying to usurp all that," Mr. Morey
added.

According to the source, Lee Moak, chairman of the Air Line Pilots
Association, Delta's pilots union, also expressed her doubts about
the probability of a successful merger.  "On the surface, (it)
appears to lack any substantial benefit for Delta, its employees,
our communities, or our customers," she said.

US Airways held that the merger could provide annual savings of
$1.65 billion and cut capacity by 10%, with labor cuts achieved
through attrition and leaves.

But Delta workers expect the savings would have to come at their
expense, Reuters says, citing Mr. Morey.  "Bottom-line feeling is
that ... Delta needs to stay in Delta employees hands and not be
taken over," Mr. Morey added.

                         About US Airways

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

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

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

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

                        *     *     *

As reported in the Troubled Company Reporter on June 14, 2006,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and other ratings on US Airways Group Inc., and revised the
outlook to stable from negative.


US SHIPPING: 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 B2 Corporate Family Rating for U.S. Shipping Partners L.P.

In addition, Moody's 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
   ----------           -------  -------  ------   ----------
   Senior Secured
   Revolver Due 2011      B1       B1      LGD3       37%

   Senior Secured
   Term Loan Due 2012     B1       B1      LGD3       37%

   Delayed Draw Term
   Loan due 2012          B1       B1      LGD3       37%

   Senior Notes
   Due 2014              Caa1     Caa1     LGD5       89%

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 Edison, New Jersey, U.S. Shipping Partners L.P. --
http://www.usslp.com/-- serves large oil refineries and chemical
producers by transporting bulk chemical and refined petroleum
products through its fleet of parcel tankers.  Their major trade
routes include the Pacific Northwest and California, the East
Coast, and the trans-Panama Canal.


VERTEX BROADBAND: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Vertex Broadband Corp.
        251 Milwaukee Avenue
        Buffalo Grove, IL 60089

Bankruptcy Case No.: 06-15146

Type of Business: The Debtor previously filed for chapter 11
                  protection in February 2003 (Bankr. N.D.
                  Ill. Case No. 03-08172).

Chapter 11 Petition Date: November 17, 2006

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Bradley H. Foreman, Esq.
                  Law Offices of Bradley H Foreman, P.C.
                  6914 West North Avenue
                  Chicago, IL 60707
                  Tel: (773) 622-4800

Total Assets: $906,138

Total Debts:  $1,086,425

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


WALL STREET SUITES: Files for Chapter 11 Protection in New York
---------------------------------------------------------------
Wall Street Suites, LLC, filed for protection under Chapter 11 in
the U.S. Bankruptcy Court for the Southern District of New York on
Nov. 21, 2006.  The Debtor discloses that it filed for bankruptcy
in order to quickly sell its property located at 110 Front Street
in New York, free and clear of all liens, claims and encumbrances
at the above-market purchase price of $14.5 million.

                    Pace University Judgment

The Debtor tells the Court that in 2003, it entered into an 11-1/2
year lease with Pace University pursuant to which the Debtor was
obligated to renovate the New York property.  The property was to
be used as a Pace University dormitory commencing in the fall
semester of 2004.

The Debtor asserted that it had "substantially completed" the
renovations as required by the Pace Lease, but Pace disagreed.

The Supreme Court of New York County ultimately ruled in Pace's
favor and awarded Pace summary judgment on the issue as well as
the liquidated damages provided for in the Pace Lease of
approximately $600,000 per semester for the two semesters due as
of the date of the Supreme Court decision, for a total of
$1,260,565.  Currently, the amount due has reached $1.4 million
including accrued interest.

                       BRT Realty Arrears

The Debtor relates that unsecured damages also continued to accrue
since it was unable to substantially compete the renovations.  The
Debtor says that fell into arrears on its first mortgage in favor
of BRT Realty Trust.

BRT Realty filed a foreclosure action and obtained the appointment
of a receiver.  Presently, the Debtor estimates that it owes BRT
Realty $7,336,681 on the first mortgage.

                           Other Liens

In addition, the Debtor further says that a certain unsecured
lender group named Acno-Tec obtained a $4,796,355 judgment against
the Debtor for nonpayment on a note, and that claim is now a lien
against the New York property in the amount of approximately
$5.2 million with accrued interest.

Tax liens in the cumulative amount of $6,467 have also been
asserted against the Property, as well as unpaid New York City
tax, water, sewer and ECB charges of approximately $151,652.
Mechanics liens exist as a matter of record in the cumulative
amount of $551,944.

                 Pre-Bankruptcy Marketing Effort

The Debtor discloses that in order to pay its creditors, it had
been attempting to market the New York property for about two
years.  Marketing the property however, the Debtor says, has been
complicated since the Pace Lease remains an encumbrance on the
property, and all serious potential purchasers were interested in
the Property only to the extent that it appeared that Pace would
be willing to negotiate a buy-out of the Pace Lease.

                  Proposed Private Sale

The Debtor tells the Court that it entered into an agreement with
Vista Developers Corporation for the sale of the property for
$14.5 million.  Vista Developers plans to use the property for low
income housing under the Inclusionary Housing Program administered
by the New York City Department of Housing Preservation and
Development.

The Debtor says however that the IH Program expires on Dec. 31,
2006, so along with Vista Developers, must move quickly to
effectuate a sale with sufficient lead time to participate in the
IH Program before year end.

The Debtor contends that if the approval of the sale and
confirmation are not obtained by Dec. 15, 2006, the Debtor will
lose the benefit of the above market purchase price.  The Debtor
further says that to advance the sale, Vista Developers has
arranged for an affiliate to acquire all of Pace's rights in and
to the Pace Lease, including the Pace Judgment and will also be
acquiring the $5.2 million Acno-Tek judgment.

                     About Wall Street Suites

Wall Street Suites, LLC, owns a 14-story building containing 28
apartments located at 110 Front Street in New York.


WALL STREET SUITES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Wall Street Suites, LLC
        110 Fulton Street
        New York, NY 10038

Bankruptcy Case No.: 06-12769

Type of Business: The Debtor owns real property located at
                  110 Front Street in New York.  The property
                  consists of a 14-story building with 28
                  apartments.

Chapter 11 Petition Date: November 21, 2006

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky, LLP
                  489 Fifth Avenue
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544

Total Assets: $14,751,000

Total Debts:  $25,467,664

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Pace University               Landlord Default       $10,000,000
One Pace Plaza                under Lease
New York, NY 10038

Ofer Resles                   Loans to Debtor         $1,000,000
c/o Wall Street Suites
110 Fulton Street
New York, NY 10038

Joel Zweig                    Legal Services            $208,000
c/o Wall Street Suites
110 Fulton Street
New York, NY 10038

Brown Law Group PC            Legal Services             $66,000
140 East 45 Street
New York, NY 10017

Arthur Israel                 Legal Services             $50,000
260 Madison Avenue,
17th Floor
New York, NY 10016

John Gilen                    Accounting Services        $15,000
c/o Wall Street Suites
110 Fulton Street
New York, NY 10038

Skadden, Arps, Slate,         Legal Services             $15,000
Meagher & Flom LLP
4 Times Square
New York, NY 10036

Eldar Cohen                                              $10,000
110 Fulton Street
New York, NY 10038

Baker & McKenzie              Legal Services             Unknown
805 3rd Avenue
New York, NY 10022


Cushman & Wakefield                                      Unknown
51 West 52 Street
New York, NY 10019

Educational Housing Services                             Unknown
31 Lexington Ave
New York, NY 10011

Proskauer Rose LLP            Legal Services             Unknown
1585 Broadway
New York, NY 10036

Saul Rudes                    Receivership fees          Unknown
605 3rd Avenue                and expenses
New York, NY 10158


WALL STREET SUITES: Unsecured Creditors to Receive 54% of Claims
----------------------------------------------------------------
Wall Street Suites, LLC, filed a chapter 11 plan of reorganization
and a disclosure statement explaining that plan with the U.S.
Bankruptcy Court for the Southern District of New York.

                  Proposed Private Sale

The Debtor tells the Court that it entered into an agreement with
Vista Developers Corporation for the sale of the property located
at 110 Front Street in New York, for $14.5 million.  The Debtor
relates that Vista Developers has arranged to acquire all of Pace
University's rights in and to the Pace Lease on the property,
including Pace University's judgment against the Debtor.  Vista
Developers will also acquire Acno-Tek's $5.2 million judgment
against the Debtor.

                     Overview of the Plan

The Debtor's Plan essentially provides for the distribution of the
sale proceeds to creditors in their order of priority as set forth
in the U.S. Bankruptcy Code.  Specifically, Vista Developers has
agreed to cause the holder of the Pace Claims to agree to:

    (a) a carve-out of all amounts above $1.2 million that it
        would otherwise be entitled to as a distribution on the
        Pace Judgment, to be used to increase the distributions to
        general unsecured creditors, and

    (b) waive payment on Pace's general unsecured claim which
        would otherwise be entitled to most of the distribution to
        general unsecured creditors.

The $14.5 million purchase price will be distributed in this
manner:

    * $75,000 for administration claims, including attorneys
      fees, accountant's fees and U.S. Trustee fees;

    * $151,652 for the secured claim of the New York City tax
      water and sewer charges;

    * $7,336,681 for the secured claim of BRT Realty Trust
      Mortgage;

    * $5,228,000 for the secured claim of Acno-Tec Limited
      judgment;

    * $1,200,000 for the secured claim of the Pace Judgment, as a
      result of the agreed upon carve out of $187,000, which is
      conditioned upon confirmation and Court approval of the sale
      by Dec. 15, 2006;

    * $6,467 for other secured tax liens; and

    * $5,000 for priority claims.

The Debtor estimates that after payment of administration, secured
and priority claims, $497,000 will be available for general
unsecured creditors.  The Debtor estimates that general unsecured
claims totaling $14,509,944 includes:

    * $551,944 of unsecured mechanics liens,

    * $358,000 of general vendor claims,

    * $1,000,000 of insider unsecured claims for sums advanced,

    * the Pace University breach of contract claim of
      approximately $12,600,000; and

    * an estimated $10,000 claim in favor of Educational Housing
      Services, Inc.

The Debtor discloses that the holder of the Pace claim and the
insiders have agreed as part of the sale and Plan to waive
distribution on their general unsecured claims.  Thus, the Debtor
estimates that it will have a total of $497,000 to be distributed
among claimants holding $919,944 of claims, for a final
distribution to general unsecured creditors of approximately 54%
of the allowed amounts of their allowed claims.

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

     http://www.researcharchives.com/bin/download?id=061121204210

                     About Wall Street Suites

Wall Street Suites, LLC, owns a 14-story building containing 28
apartments located at 110 Front Street in New York.


WERNER LADDER: Names James Loughlin as Chief Executive Officer
--------------------------------------------------------------
James J. Loughlin, Jr. has been named Interim Chief Executive
Officer and Edward Gericke has been named President of Werner
Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates.

Mr. Loughlin has been closely involved with the company's
restructuring efforts.  His firm, Loughlin Meghji + Company, is
advising Werner on its operational and financial restructuring.
Mr. Gericke serves as Senior Vice President of Sales & Marketing
for Werner Co. and will retain his current duties.  Steven
Richman, who has served as Werner Co.'s President and Chief
Executive Officer, will leave the company to pursue another
professional opportunity following the transition to the new team.

"The Werner Board of Directors is pleased that Jim and Ed will
assume leadership of the company at this important time," Donald
Werner, chairman of the Werner Co. Board of Directors, said.
"Both Jim and Ed have the leadership skills, as well as the
extensive knowledge of our business, our customers, and our
products to navigate the company through its restructuring and
position Werner for continued growth and enhanced profitability.
We have full confidence in the management team's ability to
execute the company's strategy to become the low-cost producer of
ladders and leverage the Werner brand to drive future growth."

"We wish Steve Richman all the best and thank him for his service
to Werner Co.," Mr. Werner concluded.

Mr. Loughlin's appointment is subject to bankruptcy court approval
and Mr. Gericke's appointment is effective immediately.

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.


WINN-DIXIE STORES: Emerges From Chapter 11 Protection
-----------------------------------------------------
Winn-Dixie Stores Inc. emerged from bankruptcy on Nov. 21, 2006.
The Company and its domestic subsidiaries officially concluded
their Chapter 11 reorganization after meeting all closing
conditions to the company's plan of reorganization, which was
confirmed by the U.S. Bankruptcy Court for the Middle District of
Florida in an order entered Nov. 9, 2006.

In conjunction with its emergence from Chapter 11, Winn-Dixie
closed on its new $725 million exit financing facility provided by
a consortium led by Wachovia Bank.  The financing will be
available to support the company as it seeks to make significant
investments in its current store base, to develop new stores, and
to take other actions to position the business to compete
effectively in its markets over the next several years.  The
company also expects to emerge with only a minimal amount of long-
term debt on its balance sheet.

"This is a historic day for the outstanding Associates of Winn-
Dixie, who have demonstrated tremendous dedication and focus over
the past two years as we have sought to become a better company,"
Winn-Dixie Chief Executive Officer and Chairman of the Board Peter
Lynch said.  "While there is much work still to do, it is a day to
reflect on the great progress that has been achieved in improving
the quality and value of the products and service we provide our
customers.

"We are exiting bankruptcy having achieved the restructuring
objectives we set out when the company first filed its Chapter 11
petition in February 2005.  We have reduced our store footprint to
focus on those markets in which we believe we are best positioned
for success.  We have strengthened our balance sheet through
significant reduction in debt and asset sales.  We have obtained
$725 million in new financing to significantly improve our
liquidity.  And we have enhanced our operating cash flows through
a combination of increased sales and expense reductions.

"Today marks the end of one chapter and the start of a new
beginning for Winn-Dixie.  We are grateful for the support we have
received from our Associates and loyal customers, as well as from
our partners in the vendor and real estate communities.  We look
forward to continuing to earn their trust and loyalty in the years
ahead."

In accordance with the Company's prior announcements and as
required by the Plan approved by the Bankruptcy Court, Winn-
Dixie's pre-Plan common stock (which has recently traded with the
symbol WNDXQ) was cancelled effective Nov. 21, 2006.  Holders of
the old common stock will not receive a distribution of any kind
and no further transfers will be recorded on the Company's books.

In accordance with the Plan, the Company will issue new shares of
Winn-Dixie common stock in payment of bankruptcy claims.  These
new shares will be issued within the next 45 days.  The new shares
have been approved for quotation on the NASDAQ National Market
System.  Beginning on Nov. 22, 2006, the new shares will trade on
a "when-issued" basis under the symbol WINNV.  Once the Company
issues the new shares (within 45 days), they will trade under the
symbol WINN.

The Company will issue the new shares to the Company's unsecured
creditors holding allowed claims and to a reserve for disputed
claims (or, to the extent not used for that purpose, for
distribution to unsecured creditors at a later date). The Company
estimates that following the distribution of the new shares, there
will be approximately 54.5 million shares of the new common stock
outstanding (inclusive of the reserve, but exclusive of
approximately 5.5 million additional shares reserved for issuance
under a management incentive plan).

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company, along
with 23 of its U.S. subsidiaries, filed for chapter 11 protection
on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred
Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-
03840).  D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom
LLP, and Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq.,
at King & Spalding LLP, represent the Debtors in their
restructuring efforts.  Paul P. Huffard at The Blackstone Group,
LP, gives financial advisory services to the Debtors.  Dennis F.
Dunne, Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.


WINSTAR COMMS: Lucent Reserves $284 Million for Winstar Dispute
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Lucent Technologies, Inc., reported it has set aside a
contingency fund totaling $284 million in connection with its
breach of contract litigation against Winstar Communications LLC.

David W. Hitchcock, Lucent's corporate controller, said the
company recognized the $284 million as a charge in its 2006
financial statements:

    * $278 million charge -- including related interest and
      other costs of approximately $34 million -- in the first
      quarter of fiscal 2006; and

    * $6 million charge for post-judgment interest during the nine
      months ended June 30, 2006.

Cash, totaling $311 million, was used to collateralize a letter
of credit that was issued during the second quarter of fiscal
2006 in connection with the litigation, Mr. Hitchcock adds.

Mr. Hitchcock said additional charges for post-judgment interest
will be recognized in subsequent periods until the dispute is
resolved.

                    Attempt to Settle Dispute

In an attempt to settle the dispute between Christine C. Shubert,
the Chapter 7 Trustee of Winstar Communications, Inc., et al.;
and Lucent Technologies, Inc., District Court Judge Joseph J.
Farnan appointed as mediator, Ian Connor Bifferato, Esq., at
Bifferato, Gentilotti, Biden & Balick, in Wilmington, Delaware.

The Appeal, including briefing, was held in abeyance pending the
mediation.

Mr. Bifferato met with the parties on May 8, 2006, for a
mediation session, but the parties did not settle.  As a result,
Lucent and Winstar proceeded with the briefing on the Appeal.

                        Parties File Briefs

(A) Lucent

Lucent Technologies sought authority from the U.S. District Court
for the District of Delaware to reverse the Bankruptcy Court's
rulings relating to the Trustee's preference claim, subcontract
claim, and equitable subordination claim.

According to James M. Madron, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, the decisions of the Bankruptcy
Court can only be understood against the backdrop of the rapid
rise and fall of the telecommunications sector -- the bursting of
the 1990s telecom bubble.

Winstar was one of many telecommunications companies founded in
1990 that sought to build a global broadband network to provide
high-speed telecommunications services to business customers.

Following the passage of the Telecommunications Act of 1996,
which deregulated the industry, capital flooded into that sector
of the economy, Mr. Madron relates.  At that time, many companies
racked up huge debts laying redundant fiber-optic cables over the
same city-to-city routes on the mistaken -- and, in retrospect,
wildly unrealistic -- assumption that demand would keep pace.

Because much of the investment was vendor-financed, manufacturers
including Lucent, Nortel, Motorola, Alcatel and Cisco, lent
billions of dollars to the telecom companies that purchased their
equipment, Mr. Madron says.  But when the demand for telecom
services did not match expectations, competition in various
markets across the industry and "vicious" price wars ensued,
driving down overall industry and individual company revenues.

As some telecom companies began to fail and enter bankruptcy,
others resorted to fraud and deception to mask those core
fundamental problems facing their companies, Mr. Madron says.
"Some went so far in their deception to not only mask failure,
but to inflate, artificially, revenue growth -- to make it look
like the dream was real," he adds.

Winstar's bankruptcy case arises from that environment, Mr.
Madron tells the District Court.  During the heady days of the
telecommunications boom, Winstar and Lucent entered into
agreements intended to create a mutually beneficial strategic
relationship.

In the course of that relationship, Lucent and Winstar concededly
engaged in some of misconduct, Mr. Madron says.  As the telecom
sector was collapsing, the parties' relationship deteriorated.
When Winstar ultimately filed for bankruptcy, it sued Lucent for,
among others, breach of contract.

Subsequently, the bankruptcy case was converted to Chapter 7.  The
Trustee, Ms. Shubert, took over the action, adding a new claim --
that Lucent received an improper preferential payment from Winstar
prior to the bankruptcy.

The Trustee's case focuses heavily on the allegations of
corporate misconduct that she leveled against Lucent, Mr. Madron
notes.  Neither the preference statute nor state contract law,
however, is intended to provide a remedy for claims of improper
accounting or other financial irregularities, Mr. Madron argues.

Losing sight of that fact, the Bankruptcy Court made the
fundamental error of allowing its distaste for Lucent's conduct
to override its obligation to follow governing law, Mr. Madron
says.  In so doing, he continues, the Bankruptcy Court upset
previously settled principles that are critical to commercial
lending.

The Bankruptcy Court's errors will thus have serious adverse
consequences, not only for Lucent, but also for any party doing
business with companies that may seek bankruptcy protection in
Delaware, Mr. Madron asserts.

Mr. Madron notes that Lucent was not an "insider" of Winstar.
The Bankruptcy Court, among other things, applied the wrong
standard in concluding that Lucent was a "person in control" of
Winstar, Mr. Madron argues.

Winstar's payment in December 2000 to Lucent was not a transfer
of the Debtors' property because it came from earmarked funds,
from a loan that Winstar contracted with Siemens, Mr. Madron
contends.  Lucent says it is entitled to a new value defense
because it provided Winstar new value in the form of equipment
and related services.

Moreover, Lucent did not breach any obligation to Winstar's
subsidiary, Winstar Wireless, Inc., under a March 1999
subcontract, Mr. Madron argues.  Additionally, he says, the
Bankruptcy Court erred in equitably subordinating Lucent's claims
by relying on the erroneous conclusion that Lucent was an insider
of Winstar, and by improperly disregarding the Bankruptcy Code.

A full-text copy of Lucent's Opening Brief on the Appeal is
available for free at http://ResearchArchives.com/t/s?1566

Because of the complexity of the issues of law involved, Lucent
also sought permission from the District Court to conduct an oral
argument on the case.

(B) Winstar

Lucent is changing its strategy and concedes that it engaged in
"misconduct" and "suspect" transactions, but does specify the
facts underlying that "misconduct" and those "suspect"
transactions, Sheldon K. Rennie, Esq., at Fox Rothschild LLP, in
Wilmington, Delaware, points out, on behalf of the Chapter 7
Trustee.

Mr. Rennie says these facts are at the heart of the Bankruptcy
Court's insider determination -- "a series of last minute,
massive end of quarter sales and related conduct in which Lucent
repeatedly caused Winstar to do Lucent's bidding, including
participation in numerous schemes and outright fraud to create
hundreds of millions of dollars of fake revenue so that Lucent
could appear to be more profitable than it was."

What began as a "strategic partnership" to benefit both parties
degenerated into a relationship in which the much larger company
-- Lucent -- bullied and threatened the smaller company --
Winstar -- into taking actions that were designed to benefit the
larger at the expense of the smaller, Mr. Rennie points out.

Hence, the Trustee sought authority from the District Court to
affirm in all respects the Bankruptcy Court's findings regarding
the Preferential Claim.  The Bankruptcy Court, according to Mr.
Rennie, found that Winstar satisfied both:

     (i) the statutory definition that Lucent was a "person in
         control" of Winstar; and

    (ii) the non-statutory test, by finding that Lucent and
         Winstar did not deal at arm's length.

Regardless of which test is applied, insider status is determined
case-by-case, by a "fact-intensive" inquiry into the closeness of
the relationship, Mr. Rennie points out.

The December 2000 Transfer was not earmarked for Lucent, Mr.
Rennie argues.  The parties agree that to establish an earmarking
defense, there must be:

    (1) an agreement between the new lender -- Siemens -- and
        Winstar that the loan funds would be used exclusively to
        pay a specified antecedent debt;

    (2) performance of the agreement in accordance with its terms;
        and

    (3) no diminution of Winstar's estate as a result of the
        transaction.

Mr. Rennie asserts that Siemens did not require Winstar to use
the Siemens funds to pay Lucent.  Instead, the Siemens loan was
to be used as Winstar's working capital.  In addition, Mr. Rennie
continues, Lucent waived the earmarking defense by failing to
raise it in its answer or in the pre-trial memorandum.

According to Mr. Rennie, the Bankruptcy Court properly rejected
Lucent's new value defense under Section 547(C)(4) of the
Bankruptcy Code because Lucent failed to prove that it provided
to Winstar new value for goods and related services after Dec. 7,
2000, and that the new value was unsecured.

The Trustee sought permission from the District Court to affirm
the Bankruptcy Court's decision equitably subordinating Lucent's
claims due Lucent's breach of the Wireless Subcontract.

A full-text copy of the Trustee's Brief in Opposition of Lucent's
Appeal is available for free at:

              http://ResearchArchives.com/t/s?1567

                         Lucent's Reply

Neither the bankruptcy preference statute nor the New York
contract law provides a remedy for allegations of securities
fraud that lie at the heart of the Trustee's story, Mr. Madron
reiterates.

A creditor is not a "person in control" unless it exercised
actual managerial control over the debtors' business affairs, Mr.
Madron asserts.  The Bankruptcy Court nevertheless erroneously
concluded that Lucent "controlled" Winstar even though the two
companies were managed by separate and independent directors and
officers, Mr. Madron points out.

The question on the Appeal focuses on whether the particular laws
under which the Trustee has asserted her claims -- the Bankruptcy
Code and the New York contract law -- gave it the relief, which
the Bankruptcy Court has granted.  The Bankruptcy Code and the
New York contract law, Mr. Madron insists, cannot provide that
relief to the Trustee.

The Trustee's efforts to defend the Bankruptcy Court's faulty
reasoning fail and her arguments are contradicting, Mr. Madron
points out.  Moreover, the standard of review for the Appeal does
not depend on the subject matter of the claim, but only on the
nature of the Bankruptcy Court's conclusions, Mr. Madron says.

The Bankruptcy Court's conclusions of law and its application of
law to facts must be reviewed de novo regardless of the subject
matter, Mr. Madron further asserts.

A full-text copy of Lucent's Reply Brief is available for free
at: http://ResearchArchives.com/t/s?1568

                   About Lucent Technologies

Based in Murray Hill, New Jersey, Lucent Technologies Inc.
(NYSE: LU) -- http://www.lucent.com/-- designs and delivers
the systems, services and software that drive next-generation
communications networks.  Backed by Bell Labs research and
development, Lucent uses its strengths in mobility, optical,
software, data and voice networking technologies, as well as
services, to create new revenue-generating opportunities for its
customers, while enabling them to quickly deploy and better manage
their networks.  Lucent's customer base includes communications
service providers, governments and enterprises worldwide.

Lucent also operates in Austria, Belgium, China, Czech republic,
Denmark, France, Germany, India, Ireland, Japan, Korean, Brazil,
CIS, the Netherlands, Poland, Slovak Republic, Spain, Sweden,
Switzerland, Russia, and the United Kingdom.

                          About Winstar

Headquartered in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
April 18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through
01-01462). The Debtors obtained the Court's approval converting
their case to a chapter 7 liquidation proceeding in January 2002.
Christine C. Shubert serves as the Debtors' chapter 7 trustee.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts. (Winstar
Bankruptcy News, Issue No. 75; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


YRC WORLDWIDE: 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 Ba1 Corporate Family Rating for YRC Worldwide, Inc.,
Roadway LLC, and YRC Regional Transportation, Inc. fka USF
Corporation.

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

Issuer: YRC Worldwide, Inc.

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Floating Rate
   Notes Due 2008         Ba1      Ba1     LGD4       53%

   Contingent
   Convertible Senior
   Notes Due 2023         Ba1      Ba1     LGD4       53%

   Revolving Credit
   Facility               Ba1      Ba1     LGD4       53%

Issuer: Roadway LLC

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   8.25% Roadway
   Senior Notes
   Due 2008 Guaranteed
   by Roadway Subs and
   YRCW                   Ba1      Ba1     LGD4       53%

Issuer: YRC Regional Transportation, Inc. fka USF Corporation

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   6.5% USF Senior
   Notes Due 2009
   Guaranteed by USF
   Subs and YRCW          Ba1      Ba1     LGD4       53%

   8.5% USF Senior
   Notes Due 2010
   Guaranteed by USF
   Subs and YRCW          Ba1      Ba1     LGD4       53%

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 Overland Park, Kansas, YRC Worldwide, Inc. fka Yellow
Roadway Corp. -- http://www.yrcw.com/-- through its brands
including Yellow Transportation, Roadway, Reimer Express, USF, New
Penn Motor Express and Meridian IQ, the company provides a wide
range of asset and non-asset-based transportation services. The
portfolio of brands represents a comprehensive array of services
for the shipment of industrial, commercial and retail goods
domestically and internationally.  YRC Worldwide employs
approximately 70,000 people.


* Alvarez & Marsal Expands in Phoenix, Names Two New Professionals
------------------------------------------------------------------
Alvarez & Marsal Dispute Analysis & Forensics, LLC, an affiliate
of the independent, privately held global professional services
firm Alvarez & Marsal, has expanded its presence in Phoenix with
the addition of two professionals.  Michael S. Sheneman joins as
manager and Bradford Beake joins as a senior associate.

"We welcome Michael and Bradford as valuable additions to our team
of top-notch forensic accounting specialists, as we continue to
expand our services in Phoenix and across the globe," said Ed
McDonough, managing director of Alvarez & Marsal Dispute Analysis
& Forensics.

Formerly of FTI Consulting Inc., Mr. Sheneman specializes in
accounting, dispute and forensic analysis, and litigation
services.  His primary areas of focus are computation and analysis
of commercial damages and forensic services.  Throughout the
course of his career, Mr. Sheneman has worked with clients across
a range of industries, including construction, real estate, health
care, public sector, telecom and information technology.

Mr. Sheneman earned bachelor's degrees in accountancy and finance
from Arizona State University.  He is a Certified Public
Accountant, a member of the American Institute of Certified Public
Accountants, and a member of the Arizona Society of Certified
Public Accountants.

Previously with the disputes and investigations practice of
Navigant Consulting, Inc. in Phoenix, Mr. Beake specializes in
business valuations, damage calculations and lost profits
analysis.  He has assisted clients in numerous litigation
proceedings.  Mr. Beake earned a bachelor's degree in finance from
the University of Arizona.  He is a Candidate Member of the
American Society of Appraisers.

        About Alvarez & Marsal Dispute Analysis & Forensic

Alvarez & Marsal Dispute Analysis & Forensic Services LLC provides
a range of analytical and investigative services to major law
firms, corporate counsel and management of companies involved in
complex financial disputes, ranging from internal matters to
litigation.  The firm also conducts sophisticated financial and
economic analysis as well as performs corporate and technology
investigations to help companies identify and mitigate risks and
properly address internal or external financial inquiries.  As
litigation becomes ever more technology-driven A&M focuses
experienced professionals on electronic discovery and data mining
requirements for faster results and insight.

Alvarez & Marsal Dispute Analysis & Forensic Services provides:
Expert Testimony; Lost Profits Analysis; Business Valuation;
Business Interruption Claims; Accounting and Financial Analysis;
Claims Preparation and Review: Arbitration; Data Mining and Data
Analysis; Electronic Records Consulting; Corporate Investigations;
Technology Investigations and Healthcare Investigations.

For more information on Alvarez & Marsal's global performance
improvement, turnaround management and corporate advisory
services, visit http://www.alvarezandmarsal.com/


* NachmanHaysBrownstein Names Alex Popovich as Managing Director
----------------------------------------------------------------
NachmanHaysBrownstein, Inc., has appointed Alex Popovich as a
Managing Director in its New York City office.

Formerly with Chrysalis Capital Partners, a source of capital for
distressed and complex special situations, Mr. Popovich has over
20 years of experience marketing financial services nationally,
and has worked extensively with law firms, investment banks,
accounting firms, commercial banks, asset-based lenders, financial
advisors and corporations.

His client engagements include Chapter 11 transactions, corporate
reorganizations, corporate finance, mergers & acquisitions,
corporate restructuring and facilities management matters.  He has
covered such industries as telecommunications, gaming, retail,
manufacturing, healthcare, pharmaceuticals, computers & software,
and utilities.  Some of the transactions in which he has been
involved include: Plymouth Rubber, AMERCO, Spiegel, Fleming
Companies, America West, Circle K, Level 3 Communications,
Computer Associates, Advanced Micro Devices, CalEnergy, Nevada
Power, Station Casinos, Santa Fe Hotels, The Stratosphere, Pacific
Aerospace and Teva Pharmaceuticals.

"Alex' strong reputation and network will help NHB to continue to
grow our turnaround and crisis management business, as well as our
transactional activities," Howard Brod Brownstein, CTP, a
Principal of NHB, said.  Thomas D. Hays, III, CTP, also a
Principal of NHB, added, "We are excited at the prospect of Alex
joining our growing New York office.  His respect among the legal
community and lenders will continue to enhance our marketing
effort."

Mr. Popovich previously held positions with Keen Consultants, US
Trust Company of New York and IBJ Whitehall Bank & Trust Company.
He received his B.A. in Economics from the University of
Bridgeport and M.S. from Southern Connecticut State University.  A
former competitive soccer player, he was a member of the All-
American and USA National Soccer Teams, and played professionally
in New York, Cleveland and Toronto.

In addition, Mr. Popovich is a member of the Turnaround Management
Association, the American Bankruptcy Institute, the Association of
Insolvency and Restructuring Advisors, and the Association for
Corporate Growth.  His comprehensive experience in the distressed
debt industry and extensive network of key financial executives
will enhance NHB's business development among private equity funds
and other distressed debt and special situation lenders.

                   About NachmanHaysBrownstein

NachmanHaysBrownstein, Inc. is a turnaround and crisis management
firms, having been included among the "Outstanding Turnaround
Firms" in Turnarounds & Workouts for the past eleven consecutive
years.  NHB demonstrates leadership in corporate renewal by
creating value and preserving capital through crisis management,
strategic workout, responsible party and wind down services
to financially challenged companies throughout America.  NHB
focuses on producing lasting performance improvement and
maximizing the business' value to stakeholders by providing
the leadership and credibility required to reconcile the
client's objectives, economic reality and available alternatives
to establish an achievable goal.  Headquartered in Philadelphia,
NHB also maintains offices in Atlanta, Boston, New York and
Wilmington, Delaware.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 23-24, 2006
   EUROMONEY CONFERENCES
      5th Annual China Conference
         China World Hotel
         Beijing, China
            Contact: http://www.euromoneyconferences.com/

November 27-28, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Thirteenth Annual Conference on Distressed Investing
      Maximizing Profits in the Distressed Debt Market
         The Essex House Hotel - New York
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint TMA Florida/ACG Tampa Bay Luncheon
      Buying and Selling a Troubled Company
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Some Do's and Don'ts in Investing in Turnarounds
         University Club, Milwaukee, WI
            Contact: http;//www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Industry Trends
         Jasna Polana, Princeton, NJ
            Contact: http://www.turnaround.org/

November 30, 2006
   EUROMONEY CONFERENCES
      Euromoney/DIFC Annual Conference
      Managing superabundant liquidity
         Madinat Jumeirah, Dubai
            Contact: http://www.euromoneyconferences.com/

November 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring Around Intellectual Property -
      Preserving Value When Trouble Lurks
         Carnelian Room, San Francisco, CA
            Contact: http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 1, 2006
   CEB
      Creditors' Remedies & Debtors' Rights
         Garden Grove, CA
            Contact: http://www.ceb.com/

December 4-5, 2006
   PRACTISING LAW INSTITUTE
      Mortgage Servicing & Default Management
         Washington, DC
            Contact: http://www.pli.edu/

December 5, 2006
   EUROMONEY CONFERENCES
      CFO Forum
         Hyatt Regency, Hangzhou, China
            Contact: http://www.euromoneyconferences.com/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Intellectual Property -
      Are You Overlooking Significant Value?
         5th Avenue Suites, Portland, OR
            Contact: http://www.turnaround.org/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Cash Management After The Storm:
      Near-Term Planning for Long-Term Business Success
         Sheraton, Metairie, LA
            Contact: http://www.turnaround.org/

December 8, 2006
   CEB
      Creditors' Remedies & Debtors' Rights
         Los Angeles / Century City, CA
            Contact: http://www.ceb.com/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

December 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA, AVF & CFA
         Georgia Aquarium, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lender's Panel
         University Club, Jacksonville, FL
            Contact: http://www.turnaround.org/

January 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lender's Panel Breakfast
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

January 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 17-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Wynn, Las Vegas, NV
            Contact: http://www.turnaround.org/

February 8-11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Certified Turnaround Professional (CTP) Training
         NY/NJ
            Contact: http://www.turnaround.org/

February 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA PowerPlay - Atlanta Thrashers
         Philips Arena, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 25-27, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Hyatt Regency, Denver, CO
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 8-9, 2007
   EUROMONEY
      Leveraged Finance Asia
         JW Marriott Hong Kong
            Contact: http://www.euromoneyplc.com/

February 21-22, 2007
   EUROMONEY
      Euromoney Pakistan Conference
      Perceptions & Realities
         Marriott Hotel, Islamabad, Pakistan
            Contact: http://www.euromoneyplc.com/

February 22, 2007
   EUROMONEY
      2nd Annual Euromoney Japan Forex Forum
         Mandarin Oriental, Tokyo, Japan
            Contact: http://www.euromoneyplc.com/

February 25-26, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Marriott Park City, UT
            Contact: http://www2.nortoninstitutes.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 1, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 2, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Bankruptcy Battleground West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

March 21-22, 2007
   EUROMONEY
      2nd Annual Vietnam Investment Forum
         Melia, Hanoi, Vietnam
            Contact: http://www.euromoneyplc.com/

March 21-22, 2007
   EUROMONEY
      Euromoney Indian Financial Market Congress
         Grand Hyatt, Mumbai, India
            Contact: http://www.euromoneyplc.com/

March 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "The Six Keys of Sustained Profitable Growth"
      Rodney Page, Senior Partner of Blue Springs Partners
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         JW Marriott, Washington, DC
            Contact: http://www.abiworld.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

April 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "Why Prospects Become Clients"
      Mark Fitzgerald, President of Sales Training Institute Inc
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

April 26-28, 2007
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Philadelphia, PA
            Contact: http://www.ali-aba.org

April 29 - May 1, 2007
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency Conference
      Zurich, Switzerland
            Contact: http://www.ibanet.org/

May 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA Atlanta Golf Outing
         White Columns, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

May 4, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton US Custom House, SDNY
         New York, NY
            Contact: http://www.abiworld.org/

May 7, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      9th Annual New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center
         New York, NY
            Contact: http://www.abiworld.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, WY
            Contact: http://www2.nortoninstitutes.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or www.turnaround.org

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, SC
            Contact: http://www.abiworld.org/

August 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
         Cambridge, MD
            Contact: http://www.abiworld.org/

September 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
         Las Vegas, NV
            Contact: http://www.abiworld.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, DC
            Contact: http://www.abiworld.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         JW Marriott Spa and Resort, Las Vegas, NV
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, MI
            Contact: http://www.abiworld.org/

August 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, FL
            Contact: http://www.abiworld.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
         Tucson, AZ
            Contact: http://www.abiworld.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      The Emerging Role of Corporate Compliance Panels
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      BAPCPA One Year On: Lessons Learned and Outlook
         Contact: http://www.beardaudioconferences.com
                  240-629-3300

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Distressed Market Opportunities
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation under the New
      Code
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Homestead Exemptions under BAPCPA
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Reverse Mergers-the New IPO?
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners and
      Litigators
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      When Tenants File -- A Landlord's BAPCPA Survival Guide
         Contact: http://www.beardaudioconferences.com
         240-629-3300

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***