TCR_Public/061123.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 23, 2006, Vol. 10, No. 279

                             Headlines

ABRAXAS PETROLEUM: 2007 CAPEX Budget Could Reach $44 Million
ADVANCED MEDICAL: Sees $45-Mil. Revenue Cut From Product Recall
AIRTRAN HOLDINGS: Moody's Assigns Loss-Given-Default Ratings
ALLIED HOLDINGS: Posts $7.1MM Net Loss in Quarter Ended Sept. 30
AMERIQUEST MORTGAGE: Poor Performance Cues S&P's Junk Rating

ANDREW VELEZ: Case Summary & 19 Largest Unsecured Creditors
ANVIL KNITWEAR: Taps Jefferies & Company as Financial Advisor
ASSET BACKED: Losses Cue S&P to Pare Rating to B from BB
ASSET SECURITIZATION: Loan Repayments Prompt Fitch's Upgrade
BANC OF AMERICA: Fitch Lifts Rating on $16.8-Mil. Certs to BB-

BLOCKBUSTER INC: CEO Raises Holdings, Co. Shares Up 52-Week High
BLOCKBUSTER INC: Ties Up with Papa John on New Movie Rental Promo
BOOTIE BEER: Board OKs Repurchase of Up to Two Mil. Common Shares
CALPINE CORP: Can Add Ten Admin. Employees to Severance Program
CALPINE CORP: Court Rules Lienholder Claims Forever Relinquished

CAPITAL LEASE: Fitch Holds B+ Rating on $6.8MM Class E Certs.
CATHOLIC CHURCH: Portland Wants to Ink Joint Access Easement Pact
CATHOLIC CHURCH: Spokane Ct. to Hold Plan-Related Talks on Dec. 11
CEPHALON INC: Probe Result Says Company Marketed Drugs Illegally
CHAPARRAL RESOURCES: Case Summary & 11 Largest Unsecured Creditors

CITIGROUP COMMERCIAL: Fitch Rates Six Cert. Classes at Low-Bs
COMMUNITY GENERAL: Moody's Cuts Rating on $13.5MM Bonds to Ba3
COMMUNITY HEALTH: New Loan Cues Moody's to Hold Low-B Ratings
COMPLETE RETREATS: Court Dismisses Bermuda Cliffs' Chapter 11 Case
COMPLETE RETREATS: Court Moves Lease Decision Deadline to Feb. 18

CONSUMERS ENERGY: Restructures Executive Team to Raise Efficiency
CREDIT SUISSE: Fitch Holds Low-B Rating on Six Cert. Classes
CRESCENT REAL: Reports $9.3MM of Net Income in 2006 Third Quarter
DANA CORP: Files Unredacted Term Sheet on Burns, et al. Employment
DELL INC: Reports Preliminary Fiscal 2007 Third Quarter Results

DELTA AIR: Edward Budd Sells 6,669,685 Shares of Stock
DUN & BRADSTREET: Sept. 30 Equity Deficit Widens to $187.9 Million
DURA AUTOMOTIVE: Gets Interim Court Okay for Customer Programs
EAST COAST: Case Summary & 20 Largest Unsecured Creditors
ENRON CORP: Court Approves $90MM Settlement with CFSB Parties

ENRON CORP: Seeks Approval for Deseret Generation Settlement
EPOCH 2002-1: Fitch Lifts Low-B Rating on $12-Million Note
EXABYTE CORP: Closes $22 Million Asset Sale to Tandberg Data
FAIRFAX FINANCIAL: Fitch Removes Negative Watch on Low-B Ratings
FEDERAL-MOGUL: Court Places Insurers' Lift Stay Motion On Hold

FEDERAL-MOGUL: Judge Fitzgerald Denies Lloyd's Discovery Plea
FOAMEX INT'L: Murray Capital Supports Panel's DIP Loan Objections
FOAMEX INTERNATIONAL: Parties Balk at Amended Disclosure Statement
FORD MOTOR: Accelerates Growth Plan in China
FREEPORT-MCMORAN: Purchase Plan Prompts DBRS to Review Ratings

GAINEY CORP: Moody's Assigns Loss-Given-Default Ratings
GE CAPITAL: Fitch Holds Low-B Ratings on Three Cert. Classes
GE CAPITAL: Fitch Rates $18.3-Mil. Class I Certificates at BB+
GENERAL MOTOR: Kirk Kerkorian Cuts GM Stake to 7.4%
GLOBAL PETROLEUM: Moody's Assigns Loss-Given-Default Ratings

GLOBAL POWER: Appoints John Matheson as President and CEO
GMAC COMMERCIAL: Fitch Lifts Rating on $27MM Certs. to B+ from B
GREEKTOWN HOLDINGS: Construction Delays Cue Moody's Review
GSAMP TRUST: Excessive Losses Cue S&P's Downgrades & Neg. Watch
GUITAR CENTER: Inks Asset Purchase Deal with The Woodwind

HARBORVIEW MORTGAGE: Moody's Rates Class B-7 Certificates at Ba1
HASBRO INC: Earns $99.6 Million in Third Quarter of 2006
HAWAIIAN TELCOM: Limited Resources Cue Moody's Ratings Review
HERTZ CORP: S&P Affirms Low-B Ratings & Removes CreditWatch
IMAGIVISION MEDIA: Voluntary Chapter 11 Case Summary

INFOUSA INC: Earns $11.1 Million in Quarter Ending September 30
INT'L SHIPHOLDING: Moody's Assigns Loss-Given-Default Ratings
JACK IN THE BOX: Dutch Offer Cues Moody's Negative Review
JAZZ GOLF: Court OKs Asset Sale Proposal under Canadian Bankr. Act
JETBLUE AIRWAYS: Moody's Junks Rating on $40-Mil. Facility Bonds

JOSEPH JEMSEK: Case Summary & 13 Largest Unsecured Creditors
JOSEPH STATKUS: Case Summary & Nine Largest Unsecured Creditors
LB-UBS COMMERCIAL: Moody's Holds Low-B Rating on 3 Cert. Classes
LEANDER JACKSON: Voluntary Chapter 11 Case Summary
LEAR CORP: Fitch Rates New $900-Mil. Sr. Unsecured Notes at B

LEGACY ESTATE: Files Amended Disclosure Statement in California
LEVITZ HOME: Government Withdraws $1.3-Million Claim
LEVITZ HOME: Moves Corporate Offices to the Woolworth Building
MAGNOLIA ENERGY: Files Schedules of Assets and Liabilities
MATRIA HEALTHCARE: Moody's Affirms Corporate Family Rating at B1

MORGAN STANLEY: Credit Enhancement Cues Fitch to Lift Low-B Rating
MORRY WAKSBERG: Case Summary & 40 Largest Unsecured Creditors
NALCO CO: S&P Holds B+ Corp. Credit Rating with Stable Outlook
NASDAQ STOCK: Makes $250 Mil. Partial Prepayment of Sr. Bank Debt
NEVADA DEPARTMENT: Fitch Cuts Rating on $445.8-Mil. Bonds to B3

NEW YORK IDA: Moody's Junks Rating on $40-Mil. Facility Bonds
NEW YORK IDA: S&P Places B Rating to $40-Mil. Facility Bonds
NOMURA HOME: DBRS Rates $6.4-Million Class N3 Certs. at BB
NOVELIS CORPORATION: Moody's Affirms Corp. Family Rating at B1
OAK PARK: Case Summary & Largest Unsecured Creditor

OM GROUP: S&P Holds B Rating & Revises Outlook to Positive
OPEN TEXT: Earns $7.3 Mil. in First Fiscal Quarter Ended Sept. 30
ORION HEALTHCORP: Posts $488,000 Net Loss in 2006 Third Quarter
ORION HEALTHCORP: Special Stockholders' Meeting Set for Nov. 27
OWENS CORNING: Can Enter Into Waiver Letter With JPMorgan

OWENS CORNING: Wants $2,000,000 Louisiana Accord Approved
OZBURN-HESSEY: Moody's Assigns Loss-Given-Default Ratings
PACER INTERNATIONAL: Moody's Assigns Loss-Given-Default Ratings
PEP BOYS: Improved Profitability Cue S&P's Outlook Revision
PHILLIPS-VAN HEUSEN: Earns $50.8 Million in Third Quarter of 2006

PIER 1 IMPORTS: Gets NYSE Notice of Unusual Stock Trading
PINNACLE ENT: Amends PNK Ownership Pact with Robert Johnson
PRO-PAC INC: Case Summary & 20 Largest Unsecured Creditors
PW LLC: Case Summary & 20 Largest Unsecured Creditors
RADIATION THERAPY: Buys Michigan Facility Network for $45.83 Mil.

RADNOR HOLDINGS: Tennenbaum Becomes Sole Bidder At Radnor Auction
RAILAMERICA: Moody's Assigns Loss-Given-Default Ratings
RC2 CORP: Earns $19.4 Million in 2006 Third Quarter
RESI SECURITIES: S&P Lifts Ratings on Eight Transaction Classes
RICHMOND REAL: Case Summary & 13 Largest Unsecured Creditors

RIGEL CORP: Chapter 7 Trustee Wants Cavanagh as Special Counsel
RONCO CORP: Posts $4.6 Million Net Loss in Quarter Ended Sept. 30
SAINT VINCENTS: Excl. Plan-Filing Period Stretched to December 20
SAINT VINCENTS: Trade Creditors Sell Claims Totaling $915,169
SALOMON HOME: S&P Cuts Rating on Class M-3 Certificates to BB

SATURNS TRUST: S&P Affirms BB+ Rating on $26-Mil. Callable Units
SEA CONTAINERS: Can Assign Admin. Status to Claims Until Dec. 19
SEA CONTAINERS: Reports Initial Consolidated Cash Flow Forecast
SERACARE LIFE: Hires AccuVal Associates as Inventory Appraiser
SERACARE LIFE: Hires Prolman Group to Provide Financial Services

SIRVA WORLDWIDE: Moody's Assigns Loss-Given-Default Ratings
SOLECTRON CAPITAL: Moody's Affirms B1 Corporate Family Rating
SONTRA MEDICAL: Must Raise Capital to Dodge Bankruptcy Threat
SPIRIT AEROSYSTEMS: S&P Lifts Corp. Credit Rating to BB from BB-
STANFIELD CLO: Moody's Lifts Rating on $29MM Notes to A1 from Ba2

TALECRIS BIO: Moody's Puts B3 Rating on Proposed $330-Mil. Loan
TELESOURCE INT'L: Sept. 30 Capital Deficit Increases to $10.4 Mil.
TRAILER BRIDGE: Moody's Assigns Loss-Given-Default Ratings
TRANSPORT INDUSTRIES: Moody's Assigns Loss-Given-Default Ratings
TRAVELCENTERS: Moody's Assigns Loss-Given-Default Ratings

UNITEDHEALTH GROUP: Earns $1.1 Billion in Quarter Ended Sept. 30
UNIVERSAL COMPRESSION: S&P Lifts Credit Rating to 'BB' from 'BB-'
UNIVERSITY HEIGHTS: Court Fixes February 20 as Claims Bar Date
UNIVERSITY HEIGHTS: Gets Okay to Hire Walter Kresge as Appraiser
WACHOVIA BANK: Moody's Holds Low-B Ratings on Six Cert. Classes

WESTINGHOUSE AIRBRAKE: Moody's Assigns Loss-Given-Default Ratings
WILLIAM HACHMANN: Case Summary & 20 Largest Unsecured Creditors
WOODWIND & BRASSWIND: Inks Deal Selling Assets to Guitar Center
YOSHIHIKO KOKURA: Chapter 15 Petition Summary

* AlixPartners Marks 25 Years, to Open Office in India Next Year

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

                             *********

ABRAXAS PETROLEUM: 2007 CAPEX Budget Could Reach $44 Million
------------------------------------------------------------
Abraxas Petroleum Corporation announced a preliminary 2007 capital
expenditure budget of $27 million to $44 million.

The preliminary budget includes approximately 20 to 30 projects
from the Company's inventory of projects on its existing leasehold
and may include:

   West Texas

     -- Devonian horizontal re-entry in the Oates SW Field of
        Pecos County;

     -- Woodford Shale horizontal re-entry in the Oates SW Field
        of Pecos County;

     -- Cherry/Bell Canyon in-fill drilling in Ward County;

     -- Spraberry in-fill drilling in Midland County;

     -- Clearfork in-fill drilling in Mitchell and Scurry
        Counties; and

     -- Strawn Reef in-fill drilling in Coke County.

   South Texas

     -- Several exploratory wells targeting the Wilcox on
        internally generated prospects in Bee and Karnes Counties.

   Wyoming

     -- Mowry horizontal well in the Brooks Draw Field of Converse
        and Niobrara Counties.

The Company disclosed that the ultimate capital expenditures will
depend on a number of factors, including commodity prices, rig
availability, service costs, and general market conditions.

Bob Watson, president and chief executive officer, commented, "Our
2007 budget was partly designed to improve our reserve ratio
through the conversion of proved undeveloped reserves, as well as
probable/possible reserves, to the category of proved developed
reserves.

"Our goal is to increase the ratio of proved developed reserves to
total proved reserves by at least 10%; we feel that such an
improvement in our PD ratio would greatly benefit Abraxas in the
public markets and consequently, benefit all of our shareholders.
At present, approximately 50% of our budget consists of PUD
projects while another 20% represent probable and possible
projects.

"We will begin the year by keeping our company-owned workover rigs
busy on several re-entry/re-completion projects in West Texas,
while we secure larger drilling rigs for grass roots and deeper
projects"

Based in San Antonio, Texas, Abraxas Petroleum Corp. (AMEX: ABP)
-- http://www.abraxaspetroleum.com/-- is an independent natural
gas and crude oil exploitation and production company with
operations concentrated in Texas and Wyoming.

                           *     *     *

At Sept. 30, 2006, Abraxas Petroleum Corp.'s balance sheet showed
total assets of $118 million and total liabilities of $138 million
resulting in a total stockholders' deficit of $20 million.


ADVANCED MEDICAL: Sees $45-Mil. Revenue Cut From Product Recall
---------------------------------------------------------------
Advanced Medical Optics Inc. anticipates a financial impact
associated with its voluntarily recall of certain eye care product
lots and the related manufacturing capacity constraints caused by
a production-line issue at its manufacturing plant in China.

Advanced Medical expects the recall to reduce revenue for the
remainder of 2006 and 2007 by a total of $40 million to
$45 million.  This is due to expected product returns, supply
shortages and temporary lost market share, primarily in Japan and
Asia Pacific where the vast majority of products produced at the
China facility are shipped.  As a result, Advanced Medical now
expects its 2006 revenue to be between $985 million and
$1 billion, compared to prior guidance of  $1,010 million to
$1,020 million.  For 2007, the company now expects revenue to be
in the range of $1,060 million and $1,080 million, compared to
prior guidance in the range of $1,080 million and $1,100 million.

Advanced Medical expects to incur charges and costs to complete
the recall, remedy the manufacturing issue and restore market
share.  For the remainder of 2006 and 2007, the company expects
these charges and costs to total approximately $35 million to $40
million, which primarily includes inventory writedowns, recall
costs, plant costs, freight and logistics costs, as well as
anticipated increased marketing expenses.

As a result of the change in anticipated revenue and the
associated reduction in margin, coupled with recall-related
spending for the balance of 2006 and the increased effective tax
rate due to reduction of earnings outside the U.S., AMO now
expects 2006 adjusted EPS to be between $1.30 and $1.40, compared
to previous guidance of $1.85 to $1.90.  For 2007, the company now
expects adjusted EPS to be between $1.85 and $2.00, compared to
prior guidance in the range of $2.25 to $2.35.  These actions will
affect other financial metrics such as adjusted gross margin and
adjusted operating margin for 2006 and 2007.  AMO will provide
updated guidance on these measures in future communications.

The company commenced the voluntary recall because of a
production-line issue at its manufacturing plant in China, which
could affect the sterility of the product.  Of the 2.9 million
units being recalled, only 183,000 units were shipped to the U.S.
and the remainder was shipped to Asia Pacific and Japan.

"This is a production-line issue and is not related to our
formulations, which have been used safely by contact lens wearers
for years," said Jim Mazzo, AMO chairman, president and chief
executive officer.  "While we believe the likelihood of patients
experiencing an adverse reaction is low based on our investigation
to date, we are implementing this voluntary recall as a
precautionary measure.  While this issue is limited to two of the
four production lines in the China facility, we have temporarily
ceased all manufacturing there to clean and sanitize the plant.
We want to be abundantly certain that eye care practitioners and
their patients know they can continue to rely on and trust AMO for
products that meet high quality standards.  We are working
aggressively to replace recalled product and minimize the
inconvenience this action may cause."

AMO plans to extend the time period of the temporary plant closure
in order to move forward a previously disclosed plan to expand
manufacturing capacity at the China facility.  These plans include
adding new filling lines and increasing packaging capacity.  The
company expects production at the China facility to be suspended
for approximately 10 to 12 weeks.  Operations at the company's eye
care facility in Alcobendas, Spain are unaffected by this action
and production continues uninterrupted.  None of the recalled
products were manufactured at the Spain facility, which is the
primarily supplier for the U.S. and European markets.

For the first nine months of 2006, AMO's eye care sales were
$208.6 million and represented approximately 28 percent of total
sales.  The company's largest eye care markets are the Americas
and Europe, which represented 34% and 28% of total eye care sales,
respectively, for the first nine months of 2006.  For this same
period, Japan and Asia Pacific eye care sales were 24 percent and
14 percent of total eye care sales.

                  About Advanced Medical Optics

Based in Santa Ana, California, Advanced Medical Optics, Inc.
(NYSE: EYE) -- http://wwwamo-inc.com/-- develops, manufactures
and markets ophthalmic surgical and contact lens care products.
AMO employs approximately 3,600 worldwide.  The company has
operations in 24 countries and markets products in 60 countries.

                          *     *     *

In October 2006, Fitch simultaneously affirmed and withdrew its
ratings for Advanced Medical Optics Inc.

Affected ratings include the company's 'B+' Issuer Default Rating
and 'BB+/RR1' Senior Secured Credit Facility Rating.

Additionally, Moody's Investors Service confirmed its B1 Corporate
Family Rating for Advanced Medical Optics in connection with the
rating agency's implementation of its new Probability-of-Default
and Loss-Given-Default rating methodology.


AIRTRAN HOLDINGS: 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 AirTran Holdings 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
   ----------           -------  -------  ------   ----------
   7.0% Guaranteed
   Convertible Notes
   Due July 1, 2023      Caa1     Caa2     LGD6       91%

   Shelf Unsecured       Caa2     Caa2     LGD6       97%

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

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

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

AirTran Airways, Inc. (NYSE: AAI) --  http://www.airtran.com/--  
operates over 600 daily flights to 50 destinations.  The airline's
hub is at Hartsfield-Jackson Atlanta International Airport, where
it is the second largest carrier.  AirTran Airways recently added
the fuel-efficient Boeing 737-700 aircraft to create America's
youngest all-Boeing fleet.  The airline is also the first carrier
to install XM Satellite Radio on a commercial aircraft and the
only airline with Business Class and XM Satellite Radio on every
flight.


ALLIED HOLDINGS: Posts $7.1MM Net Loss in Quarter Ended Sept. 30
----------------------------------------------------------------
Allied Holdings, Inc., reported a $7,198,000 net loss for the
quarter ended Sept. 30, 2006, versus a $15,996,000 net loss for
the same period in 2005.  Management attributes the decrease in
net loss primarily to customer rate increases and the net effect
of fuel surcharges, partially offset by the effect of the lower
volume of vehicles delivered and certain categories of higher
expenses including insurance.

Operating loss for the third quarter of 2006 reflected an
improvement of $4.2 million over the third quarter of 2005

Revenues were $202.2 million in the third quarter of 2006,
compared to revenues of $203.1 million in the third quarter of
2005, a decrease of 0.5% or $0.9 million.  The decrease in
revenues was due primarily to a decline in the number of vehicles
delivered by the Company's Automotive Group, which was partially
offset by an increase in revenue per vehicle delivered.

At Sept. 30, 2006, the Company's balance sheet showed $337,156,000
in total assets, total long-term liabilities of $74,675,000 and
liabilities subject to compromise of $199,199,000; resulting in a
$196,777,000 stockholders' deficit.

During the third quarter of 2006, the Company incurred
approximately $2.1 million of costs related to its Chapter 11
proceedings, versus $3.9 million in the third quarter of 2005.

Restructuring costs are primarily for legal and professional
services rendered in connection with the Chapter 11 filing and for
the third quarter of 2005, included the write-off of $1.4 million
of deferred financing costs.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?158b

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.


AMERIQUEST MORTGAGE: Poor Performance Cues S&P's Junk Rating
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on class M-
4 from series 2002-3 and class M-2 from series 2002-C issued by
Ameriquest Mortgage Securities Inc. to 'CCC' from 'B'.

In addition, the ratings were removed from CreditWatch, where they
were placed with negative implications on July 12, 2006.
Concurrently, ratings on three other classes from the same series
are affirmed.

The rating on each class was lowered to 'CCC' because of the
continued adverse performance of the collateral backing each
transaction.  During the past 12 months, monthly net losses have
outpaced monthly excess interest by more than 100%, causing the
overcollateralization for each transaction to fall significantly
below its respective target.  The current o/c for series 2002-3
and 2002-C are 0.13% and 0.15%, respectively, which are below
their respective targets of 0.75% and 0.50%.

Furthermore, cash flow projections indicate that monthly net
losses will continue to exceed monthly excess spread, which will
further erode the o/c for each transaction.  As of the Oct. 2006
remittance period, total delinquencies were 31.60% for series
2002-3 and 27.79% for series 2002-C; and cumulative realized
losses were 2.35% and 1.95%, respectively.

In addition, the transactions have paid down to approximately 9%
of their original pool balances.

The affirmed ratings reflect adequate actual and projected credit
support percentages and the shifting interest structure of the
transactions.

The credit support is provided by subordination,
overcollateralization, and excess spread.  The collateral consists
of 30-year, adjustable-rate, fully amortizing, subprime mortgage
loans secured by first liens on one- to four-family residential
properties.

       Ratings Lowered And Removed From CreditWatch Negative

               Ameriquest Mortgage Securities Inc.
               Mortgage pass-through certificates

                            Rating

                Series   Class   To      From
                ------   -----   --      ----
                2002-3   M-4     CCC     B/Watch Neg
                2002-C   M-2     CCC     B/Watch Neg

                        Ratings Affirmed

               Ameriquest Mortgage Securities Inc.
               Mortgage Pass-Through Certificates
                  Series   Class       Rating
                  ------   -----       ------
                  2002-3   M-2         A+
                  2002-3   M-3         BBB
                  2002-C   M-1         BBB


ANDREW VELEZ: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Andrew Velez Construction, Inc.
        2 Park Avenue
        New York, NY 10016

Bankruptcy Case No.: 06-12765

Type of Business: The Debtor operates a construction company.

Chapter 11 Petition Date: November 21, 2006

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Norma E. Ortiz, Esq.
                  Ortiz & Ortiz, LLP
                  127 Livingston Street
                  Brooklyn, NY 11201
                  Tel: (718) 522-1117
                  Fax: (718) 596-1302

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Port Morris Tile                                     $859,926
   1285 Oakpoint Avenue
   Bronx, NY 10474

   Universal Electric Corp.                             $507,900
   135 Lafayette Avenue
   White Plains, NY 10603

   Lynbrook Glass                                       $525,183
   941 Motor Parkway
   Hauppague, NY 11788

   Interstate Masonry                                   $323,313
   58-17 59th Drive
   Maspeth, NY 11378

   Proficient Builders                                  $321,788
   6215 Dry Harbor Road
   Middle Village, NY 11379

   JT&T Mechanical                                      $196,589

   A&A Maintenance                                      $172,342

   JES Plumbing                                         $146,369

   Weir Weilding Corp.                                  $131,000

   FMB Corp.                                            $124,457

   R. LaPointe Construction                              $71,165

   TM&M Mechanical                                       $70,384

   Kenneth J. Herman, Inc.                               $60,352

   Empire Architectural                                  $41,000

   Thyssen Krup Corp.                                    $34,415

   Hayward Baker                                         $39,922

   Alante Security                                       $38,633

   Tristate                                              $26,033

   KP Organization                                       $25,920


ANVIL KNITWEAR: Taps Jefferies & Company as Financial Advisor
-------------------------------------------------------------
Anvil Knitwear Inc. and its debtor-affiliates ask the the U.S.
Bankruptcy Court for the Southern District of New York for
authority to employ Jefferies & Company, Inc., as its financial
advisor.

Jefferies & Company will:

   a. familiarize with and analyze the business, operations,
      properties, financial condition and prospects of the
      Company;

   b. Advise the Company on the current state of the
      restructuring market;

   c. assist and advise the Company in developing a general
      strategy for accomplishing the restructuring;

   d. assist and advise the Company in implementing a plan of
      restructuring on behalf of the Company;

   e. assist and advise the Company in evaluating and analyzing a
      restructuring including the value of securities, if any,
      that may be issued to certain creditors under any
      restructuring plan; and

   f. render other financial advisory services as may agreed upon
      by the Company and Jefferies.

Jefferies & Company will be paid a $125,00 monthly retainer for
its work.

If the Debtors consummate a restructuring, the Debtor will be
entitled to a cash fee equal to:

   (i) $600,000, if the restructuring includes solely of an
       extension of maturities of the notes and preferred stock or

  (ii) 0.75% of the face amount of:

       (a) all preferred stock greater than $20 million and

       (b) all notes, in each case, that are subject to
           restructuring.

The Debtors may credit 50% of the monthly retainers actually paid
to the firm after the first $375,000 against the transaction fee.

Thane W. Carlston, a Jefferies & Company member, assures the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14), as modified in Section 1107(b) of the
Bankruptcy Code.

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.


ASSET BACKED: Losses Cue S&P to Pare Rating to B from BB
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M4 certificate from Asset Backed Securities Corp. Home Equity Loan
Trust 2002-HE3 to 'B' from 'BB'.

This rating remains on CreditWatch, where it was placed with
negative implications on July 19, 2006.

Concurrently, the ratings on the remaining classes from this
transaction were affirmed.

The subordinate certificate from this transaction is made up of
component classes divided between two loan groups.  The rating on
the subordinate certificate is dependent on the performance of
each loan group.  If one loan group is performing poorly, the
rating on the entire subordinate certificate must be lowered,
which will affect the ratings on both loan groups.

The lowered rating and CreditWatch placement is the result of
credit support reduction to the II-M4 component class.  The
reduced credit support is the result of realized losses that have
exceeded excess spread.  During the past six remittance periods,
realized losses have outpaced excess spread by approximately 2.0x.

The failure of excess spread to cover monthly realized losses has
resulted in an overcollateralization deficiency of $1,587,616.  As
of the November 2006 distribution date, o/c was $1,212,709, which
is below its target balance of $2,800,325 by approximately 57%.
Cumulative realized losses represent 2.14% of the original pool
balance, while severely delinquent loans represent 13.86% of the
current pool balance.

Standard & Poor's will continue to monitor the performance of this
transaction.  If realized losses continue to outpace excess
interest, and the level of overcollateralization continues to
decline, the rating agency will take further negative rating
actions.  Conversely, if realized losses no longer outpace monthly
excess interest, and the level of overcollateralization rebuilds
to its target balance, Standard & Poor's will affirm the rating on
this class and remove it from CreditWatch.

The affirmations reflect actual and projected credit support that
is sufficient to maintain the current ratings.

The credit support for this transaction is provided through a
combination of excess spread, overcollateralization, and
subordination.  The underlying collateral consists of closed-end,
first-lien, fixed- and adjustable-rate mortgage loans with
original terms to maturity of no more than 30 years.

          Rating Lowered And Remains On CreditWatch Negative

         Asset Backed Securities Corp. Home Equity Loan Trust

                             Rating

               Series      Class   To               From
               ------      -----   --               ----
               2002-HE3    M4      B/Watch Neg      BB/Watch Neg

                        Ratings Affirmed

       Asset Backed Securities Corp. Home Equity Loan Trust

                   Series     Class    Rating
                   ------     -----    ------
                   2002-HE3   II-M1    AA
                   2002-HE3   M2       A
                   2002-HE3   M3       BBB


ASSET SECURITIZATION: Loan Repayments Prompt Fitch's Upgrade
------------------------------------------------------------
Fitch upgraded these classes of Asset Securitization Corporation's
commercial mortgage pass-through certificates, series 1996-MD VI:

      -- $44.8 million class A-4 to 'AAA' from 'AA+;
      -- $22.4 million class A-5 to 'AAA' from 'AA';
      -- $49.2 million class A-6 to 'AAA' from 'BBB';
      -- $71.6 million class A-7 to 'A+' from 'BB+';
      -- $35.8 million class B-1 to 'BB' from 'B-'; and,
      -- $1,000 class B-1H to 'BB' from 'B-'.

Classes A-1C, interest only class CS-3, class A-2 and class A-3
are not rated by Fitch.

The upgrades are due to loan repayments, defeasance and scheduled
amortization.  As of the Nov. 2006 remittance date, the
transaction has paid down 63.6% since issuance.

The Horizon portfolio had been a Fitch loan of concern due to
declining performance and a stressed debt service coverage ratio
less than 1x at Fitch's last rating action.  However, the loan's
payoff on its anticipated repayment date in Oct. 2006, combined
with the earlier defeasance of the Columbia Sussex portfolio allow
for the upgrades to the Fitch rated classes.

Currently, there are two remaining non-defeased loans in the
transaction, the MHP portfolio and the Palmer Square loan.  The
MHP loan is the largest loan in the pool consisting of four full-
service hotels located in three states.

Performance has improved for 2005 and year to date 2006, for three
of the hotels in the portfolio, but the overall net cash flowis
down due to declining results at the Marriott New Orleans, which
sustained damage from hurricane Katrina and continues to be
impacted by reduced market demand.

However, the portfolio benefits from a short, 20-year amortization
schedule which has resulted in loan paydown of approximately 25%
since issuance resulting in a debt per key exposure of $58,598 per
room.

The other non-defeased loan in the transaction, representing 9.1%
of the pool balance, is the Palmer Square loan.  The loan is
secured by a mixed use property consisting of three mixed use
office and retail buildings, a full-service hotel and a two
parking facilities.  The year end (YE) 2005 NCF continues to
improve and Fitch's resulting DSCR is 3.30x, as compared to 3.12x
for YE 2004.  The weighted average occupancy remains strong at
96.3% for the retail and office portions as of April 2006.


BANC OF AMERICA: Fitch Lifts Rating on $16.8-Mil. Certs to BB-
--------------------------------------------------------------
Fitch Ratings upgrades Banc of America Commercial Mortgage Inc.'s
commercial mortgage pass-through certificates, series 2002-2:

      -- $64.7 million class B to 'AAA' from 'AA+';
      -- $17.2 million class C to 'AAA' from 'AA';
      -- $12.9 million class D to 'AAA' from 'AA-';
      -- $17.2 million class E to 'AAA' from 'A+';
      -- $21.6 million class F to 'AAA' from 'A';
      -- $21.6 million class G to 'AA+' from 'A-';
      -- $19.4 million class H to 'AA-' from 'BBB+';
      -- $21.6 million class J to 'A' from 'BBB';
      -- $36.6 million class K to 'BBB' from 'BBB-';
      -- $12.9 million class L to 'BBB-' from 'BB+';
      -- $12.9 million class M to 'BB+' from 'BB';
      -- $16.8 million class N to 'BB-' from 'B+'.

In addition, Fitch affirms these ratings:

      -- $19.3 million class A-1 at 'AAA';
      -- $320.7 million class A-2 at 'AAA';
      -- $975.2 million class A-3 at 'AAA';
      -- $1.7 billion class XC at 'AAA';
      -- $1.5 billion class XP at 'AAA';
      -- $6.8 million class O at 'B'.

The $34.8 million class P is not rated by Fitch.

The upgrades reflect scheduled amortization as well as the
defeasance of an additional 19 loans including the credit assessed
Bank of America Plaza since Fitch's last rating action. In total
29 loans have defeased since issuance.

As of the October 2006 distribution date the pool has paid down 4%
to $1.63 billion from $1.72 billion at issuance.

There are currently three specially serviced loans all of which
have the same borrower.  The loans transferred to the special
servicer after the borrower refused to reimburse the master
servicer for forced placed insurance.  The properties are located
in the Gulf Coast.

Fitch reviewed the transaction's two non-defeased credit assessed
loans: Crabtree Valley Mall and Centre at Preston Ridge loans.
Both loans maintain their investment grade credit assessments
based on their stable performance.

Crabtree Valley Mall is secured by a 998,486 square feet retail
property located in Raleigh, North Carolina.  Occupancy as of
March 2006 was 94% compared to 97.1% at issuance.

Center at Preston Ridge is secured by a 728,962sf retail property
located in Frisco TX.  Occupancy as of December 2005 was 97%
compared to 85.7% at issuance.


BLOCKBUSTER INC: CEO Raises Holdings, Co. Shares Up 52-Week High
----------------------------------------------------------------
Blockbuster Inc.'s chairman of the board and chief executive
officer, John F. Antioco, bought Tuesday 220,000 shares of the
Company's Class A common stock, bringing his holdings to a total
of 1,100,460, according to a regulatory filing with the Securities
and Exchange Commission.

The Company's shares rose to a 52-week high after Mr. Antioco
raised his holdings.  Analysts said the surge signal confidence in
the Company.

Analysts also said that the stock rose higher because the Company
is selling non-core assets in Taiwan.

A Taiwan-based Web site DigiTimes.com reported that the Company is
selling 89 stores in Taiwan to Webs-TV Digital International Co.
Ltd. for an undisclosed amount.

Blockbuster Inc. (NYSE: BBI, BBI.B) -- http://www.blockbuster.com/
-- provides in-home movie and game entertainment, with more than
8,500 stores throughout the Americas, Europe, Asia, and Australia.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Fitch Ratings affirmed Blockbuster Inc.'s Issuer default rating at
'CCC'; Senior secured credit facility rating at 'CCC/RR4'; and
Senior subordinated notes rating at 'CC/RR6'.


BLOCKBUSTER INC: Ties Up with Papa John on New Movie Rental Promo
-----------------------------------------------------------------
Starting today, Papa John's International Inc. customers can get
unmatched access to movies free for a 14-day trial period through
a new alliance with Blockbuster Inc. thru BLOCKBUSTER Total
Access(TM).

Customers who sign-up online at http://www.papajohns.com/for the
new Blockbuster online movie rental program will also receive a
free $10 Papa Card for use toward their next purchase of Papa
John's pizza, side items, or beverages.

BLOCKBUSTER Total Access is a new rental program that gives online
subscribers unprecedented access to movies.  It provides online
customers the option of returning their DVDs through the mail or
exchanging them at one of more than 5,000 participating
Blockbuster stores for free in-store movie rentals.  For each
online rental exchanged in the store, customers can receive a free
in-store movie rental.  In-store movies are still subject to store
rental terms, including due dates, and must be returned to the
store from which they were rented.

"Pizza and movies are an irresistible combination," Papa John's
International Inc. vice president of partnership development Sean
Muldoon said.

"Papa John's delivers pizza to the door, and in addition to its
extensive store network, Blockbuster delivers DVDs to the mailbox
and it is all done online from the comfort of your own home.  And,
we're upping the ante by offering a $10 Papa Card during the busy
holiday season to customers who sign up for the rental program
through http://www.papajohns.com/"

As Papa John's online business continues to grow, increasing by
more than 50% year-over-year in 2006, continued special offerings
to online customers are a win-win for the company and its
customers.  Recent online small group research shows that more
than 70% of Papa John's customers are eating pizza while watching
DVDs at least once a month providing further incentive to
implement the popular pizza and a movie concept.

"We've enjoyed working with Papa John's in the past and we look
forward to increasing our awareness of BLOCKBUSTER Total Access
with their customer base through this new alliance," Blockbuster
chief marketing officer Curt Andrews said.

"Pizza and a movie are a great mix and now, when a customer's
favorite pizza is delivered they can already have a movie ready to
watch, whether it was delivered through our online service or
something they picked up from one of our stores.  Only BLOCKBUSTER
Total Access can offer online customers the convenience and
selection of the more than 60,000 titles available online coupled
with the ability to immediately exchange their online movies for
free in-store rentals."

Facts About http://www.papajohns.com/

    * Papa John's is the only national pizza chain with online
      ordering available from all of its U.S. restaurants.

    * Papajohns.com features 24/7 plan-ahead ordering, allowing
      orders to be placed online up to 21 days in advance.

    * A "repeat last order" function allows customers to enter
      their last order with only a few keystrokes.

    * Papa John's recently made papajohns.com online ordering
      available in Spanish.

               Papa John's and Blockbuster Alliance

    * Blockbuster has been featured for a limited-time only on
      Papa John's pizza boxes.

    * Papa John's and Blockbuster team to provide BLOCKBUSTER
      Total Access and $10 Papa Card to subscribers.

                         About Papa John's

Louisville, Ky.-based Papa John's International Inc. (NASDAQ:
PZZA) -- http://www.papajohns.com/-- is the world's third largest
pizza company.  For seven years running, consumers have rated Papa
John's No. 1 in customer satisfaction among all national QSR
chains in the highly regarded American Customer Satisfaction
Index.

                         About Blockbuster

Blockbuster Inc. (NYSE: BBI, BBI.B) -- http://www.blockbuster.com/
-- provides in-home movie and game entertainment, with more than
8,500 stores throughout the Americas, Europe, Asia, and Australia.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Fitch Ratings has affirmed Blockbuster Inc.'s Issuer default
rating at 'CCC'; Senior secured credit facility rating at
'CCC/RR4'; and Senior subordinated notes rating at 'CC/RR6'.


BOOTIE BEER: Board OKs Repurchase of Up to Two Mil. Common Shares
-----------------------------------------------------------------
Bootie Beer Corporation's Board of Directors has adopted a stock
repurchase program of their common stock.  The Company will
repurchase securities on the Over-the-Counter Bulletin Board open
market, pursuant to Rule 10b-18 under the Securities Exchange Act
of 1934.

The Company reserves quantity, purchase, and price discretions,
but will not exceed purchasing a maximum of 2,000,000 shares and
the purchase price will not exceed the higher of the current
independent bid quotation or the last independent sale price.

Bootie Beer reserves time discretion, but will not purchase
securities during the half-hour prior to the scheduled close of
trading.  It may purchase the securities at the market, or in a
block trade.  The Company reserves volume discretion, but will
conduct the trades in compliance with the volume restrictions for
either at the market or block trade transactions.  The Company
also reserves broker or dealer discretion, but will purchase the
securities through only one broker or dealer on a single day and
may change the broker or dealer from day to day.

The Company expects to fund its share repurchase program
principally from proceeds from the recent sale of secured
convertible notes, with the remaining proceeds to be applied
towards unsecured debt and executing the Company's business model.

Tania M. Torruella, chief executive officer, said, "This stock
repurchase program demonstrates our confidence in the long-term
outlook of the Company.  We believe our shares are mispriced by
the market and the best investment we can make with the NIR
proceeds is in our own stock.  The repurchase program is
strategically beneficial for our shareholders, and shareholders
equity."

Headquartered in Winter Park, Florida, Bootie Beer Corporation
-- http://www.bootiebeer.com/-- brews and produces malt beverage
products in La Crosse, Wisconsin.  The Company brewery has
approximately a 20 million case capacity.  The first brand
developed, in the Company portfolio of beers, is Bootie Beer and
Bootie Light.

                     Going Concern Doubt

Jaspers + Hall, P.C., in Denver, Colorado, raised substantial
doubt about Bootie Beer's ability to continue as a going concern
after auditing the Company's consolidated financial statements for
the year ended Dec. 31, 2005.  The auditor pointed to the
Company's net loss and negative cash flows from operations.


CALPINE CORP: Can Add Ten Admin. Employees to Severance Program
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Calpine Corp. and its debtor-affiliates to modify their
Severance Program, provided that the aggregate payments made as a
result of the modification will not exceed $100,000.

As reported in the Troubled Company Reporter on Oct. 26, 2006, the
Debtors sought authority from the Court to add ten Administrative
Employees as participants to the Severance Program.

In March 2006, the Court authorized the Debtors to implement a
new, broad-based employee severance program.  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, in New York, related that since
then, the Debtors have completed the process of implementing the
Severance Program, but continue to review and reassess the program
to ensure that it is fair, cost effective and provides benefits to
employees commensurate with their contributions to the company.

In early October 2006, it came to the Debtors' attention that
certain non-exempt administrative employees that had been excluded
from the Severance Program were also unlikely to be eligible for
any bonus under the Calpine Incentive Program approved by the
Court in April 2006.  Because those Administrative Employees are
unable to receive bonuses, in the interests of fairness, the
Debtors have determined that those employees should be entitled to
participate in the Severance Program.

                       About Calpine Corp.

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

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

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


CALPINE CORP: Court Rules Lienholder Claims Forever Relinquished
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the Investigation Termination Deadline solely for Calpine
Corp. and its debtor-affiliates and the Official Committee of
Unsecured Creditors until:

   (a) May 15, 2007, as it pertains to Perfection Claims; and

   (b) the earlier of (i) May 15, 2007, or (ii) 20 days after the
       date on which the Debtors and the Committee are required
       to answer in the Adversary Proceeding, as it pertains to
       whether the First Lien Debt constitutes "Priority Lien
       Debt" or "Parity Lien Debt."

There will be no Investigation Termination Deadline for any claims
or defenses related to any demands for payments allegedly due as a
consequence of the Debtors' default or repayment, before the
maturity date, of First or Second Lien Debt.

All Calpine Corp. Lienholder Claims and Defenses will be deemed,
immediately and without further action by the Calpine Corp.
Lienholders, the First Lien Trustee, the Second Lien Trustee or
Term Loan Agent, to have been forever relinquished and waived as
to all entities.

           Responses to Investigation Deadline Extension

1. First Lien Trustee

The First Lien Trustee asked the Court to deny the Creditors
Committee's request for further extension of the Investigation
Termination Deadline.

The Creditors Committee sought to further extend the Investigation
Termination Deadline as it pertains to the security interests
granted to Law Debenture Trust Company of New York, the trustee
for the First Lien Noteholders, when the Debtors have already
determined that challenge as wholly without merit and should not
be pursued, Steven B. Levine, Esq., at Brown Rudnick Berlack
Israels, LLP, in Boston, Massachusetts, contends.

"The Creditors Committee has cited no cause for the indefinite
extension of unlimited scope that it now seeks," Mr. Levine says.

Mr. Levine refutes the Creditors Committee' assertion that the
Investigation Termination Deadline has been extended by a
Scheduling Order entered in the adversary proceeding filed by the
First Lien Trustee.  The Investigation Termination Deadline
predates the Adversary Proceeding by five months and the
Adversary Proceeding and the Investigation Termination Deadline
has a separate and distinct timeframe for the Debtors and the
Committee to identify and assert potential claims against the
First Lien Trustee, Mr. Levine explains.

Previous extension motions related to the Cash Collateral Order
focused on avoiding "conflicting results" in the Federal District
Court appeal filed by the First Lien Trustee and the Adversary
Proceeding filed in the Bankruptcy Court concerning the Make
Whole Premium issue.  Mr. Levine points out that the Extension
Motions did not mention the extension of the deadline fixed by
the Final Cash Collateral Order with respect to other potential
lien challenges nor did the Bankruptcy Court refer to any issue
other than the Make Whole Premium in entering the Scheduling
Order.

2. Debtors

The Debtors asked the Court to deny the Committee's request.

The Debtors argue that the Creditors Committee's proposed claims
against the First Lien Trustee lack merit.  In addition, the
Committee's investigation of potential challenges to the First
Lien Debt is already completed.  Thus, further extension of the
Investigation Termination Date is futile, the Debtors maintain.

                      Committee Talks Back

Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld, LLP,
in New York, asserts that the Creditors Committee seeks further
extension of the Investigation Termination Deadline to ensure
that parties are not required to now litigate inextricably
intertwined issues that are stayed in the Adversary Proceeding
commenced by the First Lien Trustee.

Mr. Stamer argues that prosecuting the challenges against the
liens securing 2014 Notes now would result in the prosecution of
not only the 2014 Lien Challenges but also compulsory cross
claims, counterclaims, and counter defenses in connection with
both the 2014 Lien Challenges and the Adversary Proceeding.

The requested extension is not an attempt by the Committee to re-
write history and extend indefinitely the deadline to raise the
2014 Lien Challenges, Mr. Stamer explains.

The Committee asked the Court to extend the Investigation
Termination Deadline pertaining to the alleged First Lien
security interests until the date on which the Debtors and the
Committee are required to answer in the Adversary Proceeding.

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


CAPITAL LEASE: Fitch Holds B+ Rating on $6.8MM Class E Certs.
-------------------------------------------------------------
Fitch Ratings affirms Capital Lease Funding Securitization, L.P.'s
corporate credit-backed pass-through certificates, series 1997-
CTL-1:

      -- $9.4 million class A-2 at 'AAA';
      -- $17.8 million class A-3 at 'AAA';
      -- Interest-only class IO at 'AAA';
      -- $15.5 million class B at 'AA+';
      -- $15.5 million class C at 'A';
      -- $6.1 million class D at 'BBB-';
      -- $6.8 million class E at 'B+'.

The $1.9 million class F and the $1.3 million class G certificates
remain at 'CCC'.

The affirmations are the result of the transaction paydown and
subsequent increase in credit enhancement offsetting the overall
decline in the underlying credit tenants' ratings.  As of the Nov.
2006 distribution date, the pool has paid down 42.5% to
$74.5 million from $129.4 million at issuance.

Currently 89.5% of the underlying credit tenants are below
investment grade, compared to 30.4% at issuance.  There have been
no specially serviced loans and no realized losses since issuance.

Fitch is concerned with the two Winn-Dixie loans.  On Feb. 21,
2005, Winn-Dixie Stores, Inc. filed for Chapter 11 bankruptcy
protection.  The Winn-Dixie loans, both secured by properties
located in Slidell, LA, represent 7.8% of the pool as of the
November 2006 distribution date.  While the bankruptcy filing is
seen as a negative event for the pool, both stores are currently
open and operating.

Fitch will closely monitor future lease rejection announcements to
assess the impact of any new developments to the pool.

The pool's tenants consist of CVS Corp., Circuit City, Rite Aid
Corp., RadioShack Corp., Winn-Dixie, New York State Electric & Gas
Corp., Food Lion, Royal Ahold N.V., Walgreen Co., Pep Boys, and
HCA Inc.


CATHOLIC CHURCH: Portland Wants to Ink Joint Access Easement Pact
-----------------------------------------------------------------
The Archdiocese of Portland in Oregon seeks authority from the
U.S. Bankruptcy Court for the District of Oregon to execute a
joint access easement and a warranty deed to:

   -- adjust the property line between the St. Augustine Church
      property in Lincoln City, Oregon, and the adjacent property
      of John LoBello; and

   -- grant a joint easement between the church property and the
      LoBello property.

Portland relates that St. Augustine Parish and Mr. LoBello have
agreed to adjust the property lines and to grant a joint driveway
and easement between those properties to be used by both the
Parish and Mr. LoBello on land formerly constituting a portion of
the Eleventh Street that has been vacated by Lincoln City.

Portland says it needs to execute both the Joint Access Easement
and the Warranty Deed.

Portland notes that the parish property does not belong to the
bankruptcy estate.  Rather, Portland says it holds bare legal
title to the property and that St. Augustine Parish, as a separate
juridic person under Canon Law, is the beneficial owner of the
Church Property.  The property is held by the Archdiocese in
trust.

Portland believes that the transaction will have no detrimental
effect, either monetary or otherwise, on the bankruptcy estate and
is in the best interest of the Parish and its parishioners.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 73; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Spokane Ct. to Hold Plan-Related Talks on Dec. 11
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
will conduct a scheduling conference on Dec. 11, 2006, relating to
the plans of reorganization and disclosure statement filed in the
Diocese's case at the request of the Plan mediator, Judge Greg
Zive, and through a stipulation of the parties undergoing
mediation in the Chapter 11 case of the Catholic Diocese of
Spokane.

The Hon. Patricia C. Williams has vacated her prior ruling
directing parties to file their Plans on or before Nov. 13, 2006.
The Court cancelled the November 15 status conference on the Plan
matters.

Judge Williams will also take up at the December 11 conference
Spokane's requests to approve the settlement agreements with
General Insurance Company of America, ACE Property and Casualty
Insurance Company, Indiana Insurance Company, and Oregon Auto
Insurance Company.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 73; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CEPHALON INC: Probe Result Says Company Marketed Drugs Illegally
----------------------------------------------------------------
A Connecticut investigating team led by Attorney General Richard
Blumenthal disclosed that Cephalon Inc. has been promoting its
drugs for uses for which they are not approved, Reuters reports.

The statement follows the team's probe into the company's drug
marketing practices.

Among the questioned drugs include powerful painkiller Actiq,
sleep disorder drug Provigil, and epilepsy treatment Gabitril.

An estimate on the proportion of the sales generated from illegal
promotion by Cephalon was not disclosed.

Mr. Blumenthal told Reuters in an interview that he plans to meet
with Cephalon's lawyers around the middle of December to try to
settle the matter.

If Cephalon agrees to a settlement, he would seek millions of
dollars in fines and penalties on behalf of the state's Medicaid
program, Mr. Blumenthal said in the report.

Headquartered in Frazer, Pennsylvania, Cephalon Inc. --
http://www.cephalon.com/-- engages in the discovery, development,
and marketing of products in central nervous system disorders,
pain, cancer, and addiction therapeutic areas.

                          *    *    *

Standard & Poor's assigned Cephalon Inc.'s long-term local and
foreign issuer credit ratings at B+ with a positive outlook.


CHAPARRAL RESOURCES: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Chaparral Resources, Inc.
        505 Westcrest
        Kerrville, TX 78028

Bankruptcy Case No.: 06-36457

Chapter 11 Petition Date: November 20, 2006

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  Rogers, Anderson & Bensey, PLLC
                  2200 North Loop West, Suite 310
                  Houston, TX 77018
                  Tel: (713) 957-0100
                  Fax: (713) 957-0105

Total Assets: $4,007,194

Total Debts:  $1,876,509

Debtor's 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
THI                           Money Loaned              $750,000
212 Sidney Baker South
Kerrville, TX 78028

HCSB                          Second Lien               $268,762
207-C Sidney Baker South      Value:
Kerrville, TX 78028           $122,565

Wells Fargo Bank              Money Loaned              $245,782
c/o Robert L. Barrows
800 Broadway
San Antonio, TX 78215

R.J. Pace                     Loans                     $198,000
505 Westcrest
Kerrville, TX 78028


Stephen B. Schulte, P.C.      Legal Fees for DFIC        $26,546
Main Plaza One
820 Main Street, Ste 100
Kerrville, TX 78028

Mosty Law Firm                Legal Fees for DFIC        $19,983
222 Sidney Baker South,
Suite 400
Kerrville, TX 78028

Texas Hills Investments       Lawsuit                         $0
Greg T. Perkes
606 North Carancahua,
Suite 1500
Corpus Christi, TX 78476

Linda Lashley                 Lawsuit                         $0
c/o Ruth Kollman
606 North Carancahua,
Suite 1501
Corpus Christi, TX 78476

John O. Brentin & Associates  Lawsuit                         $0
Porter & Hedges
1000 Main Street, 36th Floor
Houston, TX 77002

Emmett Brandon, Jr.           Lawsuit                         $0
c/o William Spencer Hart
317 Sidney Baker Street,
Suite 175
Kerrville, TX 78208

Brandon & Company Ind.        Lawsuit                         $0
Systems, Inc.
c/o William Spencer Hart
317 Sidney Baker Street,
Suite 175
Kerrville, TX 78208


CITIGROUP COMMERCIAL: Fitch Rates Six Cert. Classes at Low-Bs
-------------------------------------------------------------
Fitch rates Citigroup Commercial Mortgage Trust 2006-C5,
commercial mortgage pass-through certificates:

      -- $60,255,000 class A-1 'AAA';
      -- $236,789,000 Class A-2 'AAA';
      -- $93,821,000 class A-3 'AAA';
      -- $92,770,000 class A-SB 'AAA';
      -- $774,252,000 class A-4 'AAA';
      -- $228,753,000 class A-1A'AAA';
      -- $212,378,000 class A-M 'AAA';
      -- $172,556,000 class A-J 'AAA';
      -- $2,072,801,000 class XP'AAA';
      -- $2,123,772,692 class XC 'AAA';
      -- $42,476,000 class B 'AA';
      -- $21,237,000 class C 'AA-';
      -- $26,548,000 class D 'A';
      -- $29,201,000 class E 'A-';
      -- $26,548,000 class F 'BBB+';
      -- $21,237,000 class G 'BBB';
      -- $21,238,000 class H 'BBB-';
      -- $7,964,000 class J 'BB+';
      -- $7,964,000 class K 'BB';
      -- $7,964,000 class L 'BB-';
      -- $2,655,000 class M 'B+';
      -- $7,964,000 class N 'B';
      -- $2,655,000 class O 'B-';
      -- $40,000,000 class AMP-1 'BBB+';
      -- $48,000,000 class AMP-2 'BBB';
      -- $27,000,000 class AMP-3 'BBB-'.

The $26,547,692 class P is not rated by Fitch.

Classes A-1, A-2, A-3, A-SB, A-4, A-1A, A-M, A-J, B, C, and D are
offered publicly, while classes E, F, G, H, J, K, L, M, N, O, and
P are privately placed pursuant to Rule 144A of the Securities Act
of 1933.  With the exception of the certificates AMP-1, AMP-2, and
AMP-3, which represent an interest in a subordinate note secured
by the Ala Moana Portfolio, the certificates represent beneficial
ownership interest in the trust, primary assets of which are 207
fixed rate loans having an aggregate principal balance of
approximately $2,123,772,692, as of the cutoff date.


COMMUNITY GENERAL: Moody's Cuts Rating on $13.5MM Bonds to Ba3
--------------------------------------------------------------
Moody's Investors Service downgraded to Ba3 from Ba2 the ratings
on $13.5 million of bonds issued by Community-General Hospital of
Greater Syracuse through the Onondaga County Industrial
Development Authority.

The outlook is revised to negative from stable.

The downgrade is due to the significant decline in interim 2006
operating performance, while the negative outlook reflects our
expectation that liquidity will decline materially in 2007 when
CGH funds a large pension obligation.

Legal security:

The bonds are secured by a pledge of CGH's gross revenue receipts.

Interest rate derivatives:

None.

Strengths:

      -- Relatively large and growing active medical staff of
         320 physicians

      -- Modest amount of debt outstanding, though the pension
         obligation represents an additional $28 million
         liability

      -- Growing orthopedic business which is a profitable
         service line

Challenges:

      -- Modest liquidity of 52 days cash on hand, which is
         expected to decline considerably in 2007 as CGH funds
         approximately $9.4 million of pension obligations

      -- Significant 68% decline in 9-month 2006 operating cash
         flow and decline in total revenues; financial covenant
         violations expected by year-end 2006

      -- Competitive four-hospital market wherein CGH represents
         the smallest provider with a 14% market share and the
         most limited clinical offerings

      -- Moody's demographics in the greater Syracuse market,
         characterized by population declines, high unemployment
         and low wealth indices

      -- A high 78% of employees represented by unions

                    Recent Developments

Operating performance has deteriorated significantly in 2006 and
currently modest liquidity is expected to decline materially over
the next year.  Through the first nine months of 2006operating
cash flow has declined by 68%, reflecting patient volume softness
and higher staff expenses.  Actual 9-month operating cash flow of
only $1.8 million compares unfavorably with a budget of $5.6
million.

While total inpatient admissions fell by a modest 0.5%, inpatient
surgeries declined by nearly 7%, contributing to a 1% decline in
total revenues.  The volume declines were attributable to the
departure of one of two hospitalists, a mild flu season and the
loss of endoscopy and radiology procedures to physician offices.
Physical medicine and rehabilitation revenues were hurt by
Medicare's "75% rule", which reduces reimbursement for less acute
conditions.  CGH demonstrated success in the orthopedic arena,
with procedures rising 14% through interim 2006, but not enough to
offset losses in ENT, thoracic, GYN and ophthalmic surgery.

Staff levels had been increased based on optimistic expectations
for FY2006 which had assumed continuation of the trend of
increased inpatient admissions experienced in 2005 over 2004
levels.  Actual inpatient volumes have fallen 6% short of budget
through 9-months 2006 and the hospital was unable to flex staff
quickly enough in concert with the reduced volume.

Total FTEs actually increased from 977 as of Dec. 31, 2005 to
1,000 as of Sept. 30, 2006, despite a 25-person layoff in June.
Management is looking for additional ways to control staff and
non-staff expenses but is limited by its unionized workforce.
Unfortunately, the high level of union representation has created
additional disruption, despite management having negotiated
reasonable unit wage increases over the next three years.

CGH is pursuing additional revenue growth and has been successful
recruiting additional physicians in 2006, including two
hospitalists, two neurologists, two oncologists, three orthopedic
surgeons and a urologist.  The total active staff of 320 is
comparatively large for a hospital of CGH's relatively small size,
having grown steadily from 272 physicians since 2001.

In addition to orthopedic/spine surgery, the hospital recently
opened its first diagnostic cath lab, has leased space and staff
to two neurologists on campus and has invested in its physical
medicine and rehabilitation program.  However, Moody's caution
that the other three hospitals in Syracuse are, on average, twice
as large as CGH and provide a more extensive array of clinical
services.

Moody's biggest credit concern is CGH's liquidity.  Days cash on
hand fell from 65 days at the end of 2004 to 52 days at the end of
2005, largely due to a decline in operating performance and a $1.8
million increase in pension funding.

While unrestricted liquidity has remained relatively stable
through Sept. 30, 2006, the hospital faces large pension funding
obligations in 2007.  Similar to many other hospitals, CGH has
seen its under-funded pension obligation rise significantly, from
$7 million in 2001 to $28 million in 2005.  Management anticipates
making cash pension contributions of $9.4 million in 2007, a
sizable increase from the $2.3 million expected to be funded in
2006.

This 2007 payment represents a substantial 31 days cash on hand;
management has already segregated $5.5 million of its unrestricted
cash to be used for this purpose which is included in our
calculation of unrestricted cash at Sept. 30, 2006.

Moody's is also concerned by discussions involving the County and
CGH regarding its potential affiliation with the County's
financially-troubled 526-bed nursing home, which shares a common
campus with CGH.

Although Moody's understand that the County government recently
adopted its 2007 budget which continues County sponsorship of the
nursing home, Moody's is concerned that at some point political
pressure could be brought to bear on CGH to accept sponsorship,
although CGH has stated it would consider affiliation only if it
were financially protected.

                            Outlook

The revision in the outlook to negative from stable is based on
our belief that liquidity will fall to dangerously low levels,
approaching 20 days cash on hand during 2007, due to the need to
fund $9.4 million in pension obligations.

What could change the rating--up

Increase in liquidity and operating performance to the levels
experienced during 2003-2005.

What could change the rating--down

Decline in liquidity or inability to improve upon the 2006
operating performance.

                         Key Indicators

Assumptions & Adjustments:

      -- Based on financial statements for Community General
         Hospital of Greater Syracuse

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

      -- Second number reflects annualized 9-month income
         statement ended Sept. 30, 2006 but balance sheet as of
         Oct. 31, 2006

      -- Investment income and contributions have been
         reclassified from operating revenues to non-operating
         income


      -- 2006 excludes $882,000 of non-recurring foundation
         contributions and $550,000 of non-recurring severance
         expenses

      -- Investment returns normalized at 6% unless otherwise
         noted

      -- Inpatient admissions: 9,224; 9,097

      -- Total operating revenues: $111.6 million; $110.2 million

      -- Moody's-adjusted net revenue available for debt service:
         $6.5 million; $3.3 million

      -- Total debt outstanding: $20.7 million; $17.7 million

      -- Maximum annual debt service (MADS): $5.5 million;
         $5.5 million

      -- MADS Coverage with reported investment income: 1.17x;
         0.63x

      -- Moody's-adjusted MADS Coverage with normalized
         investment income: 1.20x; 0.61x

      -- Debt-to-cash flow: 3.78x; 7.77x

      -- Days cash on hand: 52 days; 52 days

      -- Cash-to-debt: 74%; 87%

      -- Operating margin: 0.1%; -3.4%

      -- Operating cash flow margin: 5.0%; 1.7%

Rated Debt (debt outstanding as of December 31, 2005):

      -- Series 1993A: $3.9 million; rated Ba3
      -- Series 1993B: $8.2 million; rated Ba3
      -- Series 1998: $1.4 million;  rated Ba3


COMMUNITY HEALTH: New Loan Cues Moody's to Hold Low-B Ratings
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Community Health
Systems, Inc. after the report of a proposed $300 million add-on
term loan.

The incremental term loan would leave $100 million of the
accordion feature included in the existing credit facility.  The
borrower is the intermediate holding company, CHS/Community Health
Systems, Inc.

Moody's expects the company to use the proceeds from the expanded
term loan to repay amounts outstanding under its revolver.  The
company used the revolver to partially fund several acquisitions
of healthcare service providers, including most recently two
hospitals acquired in Nov. 2006 and a home health agency acquired
in October 2006.

As of Sept. 30, 2006, Community Health had $272 million
outstanding under the revolving credit facility.  Remaining
proceeds will be used for general corporate purposes.

The increased leverage from the term loan add-on is somewhat
offset by the conversion to equity of its $287.5 million
convertible subordinated notes, completed in Jan. 2006.  The
affirmation of the ratings reflects the modest change in the pro
forma credit metrics resulting from the incremental term loan.

The SGL-2 rating is unaffected by the proposed action.  Despite
the near-term enhancement to the availability of external
liquidity from the pay down of the revolver, Moody's believes the
overall liquidity profile of the company is substantially
unchanged given the expectation of a continuation of Community
Health's aggressive acquisition strategy and significant capital
spending.

The Ba3 Corporate Family Rating is supported by the company's
scale and competitive position as the largest operator of rural
hospitals in the US.  In addition, because of the company's focus
on non-urban markets, many of Community Health's hospitals benefit
from limited competition.  Pricing, measured as year over year
growth in same-facility revenue per adjusted admission, has also
remained favorable for Community Health and is expected to remain
stable in future periods.

In addition the rating reflects Community Health's favorable
operating history and demonstrated ability to improve margins at
acquired hospitals.  Despite the company's acquisitive nature,
leverage has remained measured.

Moody's views the company's moderate leverage and strong interest
coverage metrics as credit strengths.

The rating is constrained by the risk associated with the
company's acquisition program and tendency to acquire under-
performing facilities.  Community Health has pursued an aggressive
acquisition strategy in 2006, acquiring eight hospitals and three
home health agencies in the first ten months of the year and
funding a portion of these transactions through the use of its
revolver.

Further, given the current performance of hospital sector stocks
and recent calls to increase shareholder value within the sector,
Moody's believes there is increased risk associated with the
implementation of shareholder initiatives.

The rating also reflects broader hospital industry trends,
including weak volume growth and increasing bad debt expense,
which has affected Community Health and much of the rated peer
group.  The growing number of uninsured individuals in the US and
increased competition from alternative service providers are
contributing to these trends in the hospital industry.

The stable outlook anticipates continued favorable performance at
the company.

Moody's expects increases in revenues, operating profits and cash
flow driven by both acquired and organic growth.  However, Moody's
anticipates this growth to be more moderate in future periods due
to industry wide volume and bad debt trends.  The company should
continue to generate stable operating cash flow and free cash
flow, however, Moody's believes free cash flow may be insufficient
to fund the company's acquisition program.

Given the expectation that the company will likely continue to
grow through acquisitions and not repay debt, Moody's does not
expect significant improvement in credit metrics over the near
term.  However, Moody's could consider changing the outlook to
positive of upgrading the ratings if the company can achieve
sustained improvement in operating cash flow coverage of adjusted
debt through continued growth.

Moody's may consider downgrading the ratings if the company's
credit metrics deteriorate as a result of any of several factors,
including a decline in admission trends, a continued increase in
bad debt expense, unfavorable reimbursement or pricing trends, and
aggressive acquisition activity.

Additionally, Moody's may consider changing the outlook or
downgrading the ratings if the company pursues a large debt
financed acquisition or adopts significant shareholder
initiatives, such as a large share repurchase or dividend.

These are the rating actions:

Ratings Affirmed:

   * CHS/Community Health Systems, Inc.:

      -- Senior Secured Revolver due 2009, Ba3, LGD3, 43%

      -- Senior Secured Term Loan due 2011, Ba3, LGD3, 43%

   * Community Health Systems, Inc.:

      -- 6.5% Senior Subordinated Notes due 2012, B2, LGD6, 93%
      -- Corporate Family Rating, Ba3
      -- Probability of Default Rating, Ba3
      -- The Speculative Grade Liquidity Rating is SLG-2.

The outlook for the ratings is stable.

Community Health Systems, Inc., headquartered in Brentwood, Tenn.,
is a leading non-urban provider of general hospital healthcare
services.  At Sept. 30, 2006, the company owned, leased or
operated 76 facilities in 22 states.  Its hospitals offer a range
of inpatient and outpatient medical and surgical services,
including orthopedics, internal medicine, general surgery,
cardiology, oncology, OB/GYN, diagnostic services, emergency
services, and rehabilitation treatment.  Based on individual
community needs, some hospitals also offer home health, and
skilled nursing services.  The company recognized revenue of
approximately $4.2 billion for the twelve months ended Sept. 30,
2006.


COMPLETE RETREATS: Court Dismisses Bermuda Cliffs' Chapter 11 Case
------------------------------------------------------------------
At Complete Retreats LLC and its debtor-affiliates' behest, the
U.S. Bankruptcy Court for the District of Connecticut dismissed
the bankruptcy case of Bermuda Cliffs LLC nka Arthrr LLC, nunc pro
tunc to July 23, 2006.

The Honorable Alan H.W. Shiff directed Larry Langer, Arthrr LLC,
and Bermuda Cliffs to release and discharge the Debtors and their
subsidiaries, affiliates, successors, agents, and attorneys from
all claims and causes of action in connection with Bermuda Cliffs
having been a Debtor in the Chapter 11 cases.

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Nicholas H. Mancuso, Esq., at Dechert LLP, in Hartford,
Connecticut, told the Court that Bermuda Cliffs was formed
pursuant to the Delaware Limited Liability Company Act and in
contemplation of a business prospect in Bermuda, but that business
never materialized.  Mr. Mancuso noted that Bermuda Cliffs was
never capitalized by any Tanner & Haley entity, no operating
agreement was ever executed for it, and the Debtors never used
Bermuda Cliffs for any purpose.  Bermuda Cliffs' bankruptcy
petition disclosed that it had no assets or operations.

Mr. Mancuso informed the Court that Mr. Langer, then a manager
and officer of the Debtors, amended Bermuda Cliffs' certificate
of formation to change its name to Arthrr LLC, on Feb. 28, 2005.
In addition, before the Debtors' bankruptcy filing, Mr. Langer
executed an operating agreement pursuant to which he was the
exclusive managing member.  Mr. Mancuso said that under the
operating agreement, Mr. Langer capitalized the company with his
own funds for the eventual purpose of conducting his own business
in Arizona.

Mr. Langer currently remains the sole member and manager of
Arthrr.  Mr. Langer has resigned from the Debtors effective as of
Aug. 28, 2006.

According to Mr. Mancuso, the Debtors have never been involved in
any of Arthrr's operations and were unaware of the name change
and subsequent capitalization and use of Arthrr by Mr. Langer
before the Debtors' bankruptcy filing.

On Sept. 8, 2006, Mr. Langer sent a letter to the Debtors
confirming that:

   (i) no Tanner & Haley entity has ever had any member interest
       or other interest in Arthrr;

  (ii) Arthrr has never had any member interest or other interest
       in any Tanner & Haley entity; and

(iii) no current or prior asset of Arthrr was transferred to
       Arthrr directly or indirectly from any Tanner & Haley
       entity.

Moreover, Mr. Mancuso said, counsel for Arthrr has informed the
Debtors that the filing of Bermuda Cliffs' bankruptcy petition
has caused Arthrr to be in default under certain agreements, none
of which the Debtors are a party to or are even aware of, and has
otherwise significantly restricted its ability to conduct
business.

Thus, Mr. Mancuso asserted that Bermuda Cliffs' bankruptcy case
should be dismissed because:

   (1) Arthrr has no connection with the Debtors.  Arthrr does
       not contain any assets that are the property of the
       Debtors' estates, and it is not an affiliate of any of the
       Debtors;

   (2) Arthrr and the Debtors are not responsible for the
       obligations of each other;

   (3) The administration of Bermuda Cliffs' case would
       inevitably lead only to confusion and delay the course of
       the other Debtors' cases, especially if Arthrr's creditors
       assert that their claims cannot be treated alongside of
       those of the other Debtors.

The Debtors reserve any and all claims that they may have against
Mr. Langer, whether related to Arthrr, Bermuda Cliffs, or
otherwise.

                     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.

The Debtors' exclusive period to file a plan expires on
February 18, 2007.  They have until April 19, 2007, to solicit
acceptance to that plan.  (Complete Retreats Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COMPLETE RETREATS: Court Moves Lease Decision Deadline to Feb. 18
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut extended
Complete Retreats LLC and its debtor-affiliates time to assume or
reject unexpired non-residential real property leases to Feb. 18,
2007, without prejudice to the Debtors' right to seek additional
extensions.

The Court will determine the assumption or rejection of the
Debtors' leases with Fideicomiso at a later date.

In the ordinary course of their businesses, the Debtors are
parties to several unexpired non-residential real property
leases.  The Debtors have yet to determine whether it is in the
best interests of their estates and their creditors to assume or
to reject the leases.

In their request, as published in the Troubled Company Reporter on
Nov. 2, 2006, the Debtors told the Court that they are still in
the process of analyzing the necessity of the leases in connection
with their development of a long-term business plan and anticipate
assuming or rejecting the Leases in the near future.

                     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.

The Debtors' exclusive period to file a plan expires on
February 18, 2007.  They have until April 19, 2007, to solicit
acceptance to that plan.  (Complete Retreats Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CONSUMERS ENERGY: Restructures Executive Team to Raise Efficiency
-----------------------------------------------------------------
Consumers Energy Company is restructuring its executive team as
the first step to improve operating efficiency, reliability, and
customer service.

"This new structure will help us improve customer service by
making our operations more effective, productive, and flexible,"
John Russell, president and chief operating officer, said.

"We are eliminating our separate electric and gas business
operating structures and aligning our leadership and
organizational structure along major functional lines such as
operations, construction, and engineering," Mr. Russell said,
adding that the new structure also will support the development of
needed new generation capacity.

Mr. Russell said the new executive structure will be implemented
December 1 and full implementation of the reorganization is
expected early in 2007.

The executive changes are:

   -- Frank Johnson, senior vice president of electric
      transmission and distribution, will become the senior vice
      president of energy operations and will have overall
      responsibility for the operation and maintenance of the
      electric and natural gas delivery systems, including natural
      gas storage.

   -- Paul Preketes, senior vice president of gas operations, will
      become the senior vice president of energy delivery and will
      be responsible for the engineering and planning for the
      electric and natural gas distribution assets.

   -- Robert Fenech, senior vice president of nuclear, fossil, and
      hydro operations, will assume a transition leadership role,
      pending his retirement in June 2007.  Mr. Fenech will manage
      the completion of the sale of the Palisades nuclear power
      plant, and will continue to represent Consumers Energy on
      the Nuclear Management Company Board of Directors.

   -- James Coddington, vice president of fossil operations, will
      be vice president of generation operations and will be
      responsible for the operation of all of the Company's fossil
      fueled and hydroelectric generating units.

   -- Jack Hanson, Campbell Generating Complex site business
      manager, will be vice president of generation engineering
      and services and will responsible for engineering,
      environmental, and technical support for the utility's
      generating units.

   -- James Pomaranski, executive manager of Title I projects and
      responsible for the Company's $800 million construction
      program to reduce emissions at its major coal-fired units,
      will be vice president of generation construction,
      responsible for construction project management at Consumers
      Energy's existing generating plants as well as construction
      of new generation for the utility.

   -- Ronn Rasmussen, executive director of rates and business
      support, will be vice president of rates and regulation.

Headquartered in Jackson, Michigan, Consumers Energy Company
-- http://www.consumersenergy.com/-- a wholly owned subsidiary of
CMS Energy Corporation, is a combination of electric and natural
gas utility that serves more than 3.3 million customers in
Michigan's Lower Peninsula.

                           *      *      *

Consumers Energy carries Fitch's 'BB' on its LT Issuer Default
Rating, a 'BB+' on its Bank Loan Debt Rating, a 'BB' on its Senior
Unsecured Debt Rating, and a 'BB-' on its Preferred Stock Rating.

Consumers Energy also carries Moody's 'Ba2' on Preferred Stock
Rating.  It also carries S&P's 'BB' on both LT Foreign Issuer
Credit and LT Local Issuer Credit Ratings.


CREDIT SUISSE: Fitch Holds Low-B Rating on Six Cert. Classes
------------------------------------------------------------
Fitch Ratings affirms Credit Suisse First Boston Mortgage
Securities Corp. commercial mortgage pass-through certificates,
series 2005-C5:

      -- $73.3 million class A-1 at 'AAA';
      -- $112  million class A-2 at 'AAA';
      -- $149  million class A-3 at 'AAA';
      -- $136.2 million class A-AB at 'AAA';
      -- $1,003 million class A-4 at 'AAA';
      -- $535.7 million class A-1A at 'AAA';
      -- $290.2 million class A-M at 'AAA';
      -- $224.8 million class A-J at 'AAA';
      -- Interest-only class A-X at 'AAA';
      -- Interest-only class A-SP at 'AAA';
      -- Interest-only class A-Y at 'AAA';
      -- $24.9 million class B at 'AA+';
      -- $47.6 million class C at 'AA';
      -- $21.8 million class D at 'AA-';
      -- $18.1 million class E at 'A+';
      -- $29   million class F at 'A';
      -- $36.3 million class G at 'A-';
      -- $21.8 million class H at 'BBB+';
      -- $32.6 million class J at 'BBB';
      -- $32.6 million class K at 'BBB-';
      -- $7.3  million class L at 'BB+';
      -- $14.5 million class M at 'BB';
      -- $10.9 million class N at 'BB-';
      -- $3.6  million class O at 'B+';
      -- $7.3  million class P at 'B';
      -- $10.9 million class Q at 'B-';
      -- $5.5  million class 375-A at 'BBB+';
      -- $9.5  million class 375-B at 'BBB'; and,
      -- $21.2 million class 375-C at 'BBB-'.

Fitch does not rate the $36.3 million class S.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the Oct. 2006 distribution
date, the pool has paid down 0.4% to $2.93 billion from
$2.94 billion at issuance.

There are currently three loans in special servicing.

The first specially serviced loan is secured by a 146-unit
multifamily property in Columbus, Ohio.  The loan was transferred
to the special servicer after the loan became 60+ day delinquent.
The special servicer is pursuing foreclosure.

The second specially serviced loan is secured by a 18,260 square
foot retail property in Sinking Spring, Pennsylvania.  The loan
was transferred to the special servicer after the borrower was
arrested for fraud.  The property is under contract for
liquidation and no losses are expected.

The third specially serviced loan is secured by a 43-unit
multifamily in Battle Creek, Michigan.  The loan was transferred
to the special servicer due to monetary default. The special
servicer is pursuing foreclosure.  Fitch expects significant
losses on this loan, which will be absorbed by the non-rated
class S.

Fitch reviewed credit assessments of four loans:

      -- 375 Park Avenue,
      -- 120 Wall Street,
      -- Northland Center Mall, and,
      -- MK Plaza.

All loans maintain investment grade credit assessments due to
their stable performance since issuance.

375 Park Avenue is secured by a 791,993 SF office property in New
York City.  Occupancy as of Aug. 7, 2006 increased to 98.4% from
95% at issuance.

120 Wall Street is secured by a 607,172 SF office property on Wall
Street in New York City.  Occupancy as of June 30, 2006 increased
to 99.5% from 99% at issuance.

Northland Center Mall is secured by a 537,716 SF retail property
in Southfield, Michigan.  The occupancy as of June 30, 2006
increased to 87.9% from 87% at issuance.

MK Plaza is secured by a 552,490 SF office property in Boise,
Idaho.  Occupancy as of Aug. 15, 2006 decreased to 90% from 92% at
issuance.


CRESCENT REAL: Reports $9.3MM of Net Income in 2006 Third Quarter
-----------------------------------------------------------------
Crescent Real Estate Equities Company has filed its third quarter
financial statements for the three months ended Sept. 30, 2006,
with the Securities and Exchange Commission.

The Company earned $9.3 million of net income on $204.6 million of
net revenues for the three months ended Sept. 30, 2006, compared
to a $79.6 million of net income on $210.4 million of net revenues
for the same period in 2005.

At Sept. 30, 2006, the Company's balance sheet showed $4.3 billion
in total assets and $3.1 billion in total liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?1586

                 Review Of Strategic Alternatives

During 2006, the Company conducted an extensive review of its
strategic alternatives, and in late August received an offer to
purchase certain of its assets.

The Company's Board of Trust Managers established a special
committee of independent trust managers to assist in its
consideration of strategic alternatives and to respond to the
offer that was received.  The Special Committee hired an
independent investment banker and counsel to assist with its
review.  The Special Committee has rejected the offer received,
and the Company is continuing to review its strategic
alternatives.

The Company does not expect to make any further announcements or
provide any further updates regarding its strategic review until
the review has been completed or federal securities laws otherwise
require an announcement.

Due to its review of strategic alternatives, the Company will not
provide further earnings guidance until the review process has
been completed.  Accordingly, the Company withdraws its previously
disclosed 2006 FFO guidance and 2007 FFO target.  In addition, the
Company's ability to meet its prior 2006 FFO guidance will be
dependent on the occurrence of several significant events, none of
which is certain.

Leasing Activity

The Company leased 1.3 million net rentable square feet during the
three months ended Sept. 30, 2006, of which 800,000 square feet
were renewed or re-leased.  The weighted average full service
rental rate (which includes expense reimbursements) increased 3%
from the expiring rates for the leases of the renewed or re-leased
space.  All of these leases have commenced or will commence within
the next twelve months.  Tenant improvements related to these
leases were $1.43 per square foot per year, and leasing costs were
$1.03 per square foot per year.

The Company leased 3.8 million net rentable square feet during the
nine months ended Sept. 30, 2006, of which 2.1 million square feet
were renewed or re-leased.  The weighted average full service
rental rate (which includes expense reimbursements) increased 2%
from the expiring rates for the leases of the renewed or re-leased
space.  All of these leases have commenced or will commence within
the next twelve months.  Tenant improvements related to these
leases were $1.90 per square foot per year, and leasing costs were
$1.12 per square foot per year.

Lease Termination Fees

The Company earned $8.6 million and $32.8 million of lease
termination fees during the three months and nine months ended
Sept. 30, 2006, respectively.  This compares to $5.3 million and
$7.9 million of lease termination fees earned during the three
months and nine months ended Sept. 30, 2005, respectively.  The
increase in lease termination fees is primarily the result of
accelerated termination fees due to releasing of space previously
occupied by El Paso Corporation in Greenway Plaza in Houston,
Texas.  The Company's policy is to exclude lease termination fees
from its same-store NOI calculation.

Disposition

On Sept. 26, 2006, the Company sold Four Westlake Park, a 561,065
square-foot office property in Houston, Texas, in which Crescent
owned a 20% stake in a joint venture with a pension fund. The
office property was sold for $122 million, or $217 per square
foot. Crescent recognized in net income a gain on the sale of
$24.2 million.  Included in this gain is $14.7 million, which is
attributable to Crescent's promoted interest and is recognized in
FFO, as adjusted, as of Sept. 30, 2006.

Development

Paseo Del Mar, a 232,330 square-foot office property in the Del
Mar Heights submarket of San Diego, California, was completed and
placed into service in August 2006.  The Company owns an 80%
interest in the property through a joint venture with JMI Realty.
The property is currently 70% leased.

                           Cash Dividend

On Oct. 13, 2006, the Company announced that its Board of Trust
Managers had declared cash dividends of $0.375 per share for its
Common Shares, $0.421875 per share for its Series A Convertible
Preferred Shares, and $0.593750 per share for its Series B
Redeemable Preferred Shares.  The dividends are payable
Nov. 15, 2006, to shareholders of record on Oct. 31, 2006.

                         About Crescent

Headquartered in Fort Worth, Texas, Crescent Real Estate Equities
Company (NYSE: CEI) -- http://www.crescent.com/-- is one of the
largest publicly held real estate investment trusts in the nation.
Through its subsidiaries and joint ventures, Crescent owns and
manages a portfolio of 75 premier office buildings totaling 31
million square feet located in select markets across the United
States, with major concentrations in Dallas, Houston, Austin,
Denver, Miami and Las Vegas.  Crescent also makes strategic
investments in resort residential development, as well as
destination resorts, including Canyon Ranch(R).

                          *     *     *

Moody's Investors Service assigned a B3 rating to Crescent Real
Estate Equities Company's preferred stock on Nov. 11, 2004.

Standard & Poor's assigned a BB- long-term foreign and local
issuer credit rating to Crescent Real Estate Equities Company on
June 30, 2004.


DANA CORP: Files Unredacted Term Sheet on Burns, et al. Employment
------------------------------------------------------------------
Dana Corporation and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the Southern District of New York a term
sheet summarizing their proposed long-term incentive plan for
Michael Burns and his key executives, Paul Miller, Nick Stone, Tom
Stanage, Michael DeBacker and Ralf Goettel.

A full-text copy of the Term Sheet is available for free at:

               http://researcharchives.com/t/s?1571

The Debtors propose to pay up to $4,500,000 as performance-based
incentive to Mr. Burns in 2007 and up to $2,250,000 in 2008.  The
Debtors also propose to pay up to $3,180,000 as performance-based
incentives for all the Other Senior Executives in 2007 and up to
$1,590,000 in 2008.

The Term Sheet reflects the Debtors' EBITDA level targets for the
years 2007 and 2008, and the compensation of the Senior
Executives in accordance with the achieved EBITDA levels:

    Year   Michael Burns                  Other Executives
    ----   -------------                  ----------------
    2007   Achievement of EBITDAR of      Achievement of EBITDAR
           $250,000,000 for payment       of $250,000,000 for
           of first $3,000,000.           payment of first
                                          $497,778 for Mr. Miller,
                                          first $422,222 for
                                          Messrs. Stone, Stanage
                                          and Goettel, and
                                          $355,556 for Mr.
                                          DeBacker.

           Payment of additional 75 bps   Payment of 12 bps for
           on 2007 EBITDAR in excess of   Mr. Miller, 11 bps for
           $250,000,000, subject to a     Messrs. Stone, Stanage
           cap of $350,000,000.           and Goettel and 9 bps
                                          for Mr. DeBacker on
                                          EBITDAR in excess of
                                          $250,000,000, subject
                                          to a cap of
                                          $350,000,000.

           Additional payment of 75 bps   Additional payment of
           on 2007 EBITDAR in excess of   bps for Mr. Miller, 11
           $350,000,000, subject to a     bps for Mr. DeBacker on
           cap of $450,000,000.           EBITDAR in excess of
                                          $350,000,000, subject to
                                          a cap of $450,000,000.

    2008   Achievement of EBITDAR of      Achievement of EBITDAR
           $375,000,000 for payment       of $375,000,000 for
           of first $500,000.             payment of first $82,963
                                          for Mr. Miller, $70,370
                                          for Messrs. Stone,
                                          Stanage, and Goettel,
                                          and $59,259 for Mr.
                                          DeBacker.

           Payment of additional 100      Payment of 17 bps for
           bps on EBITDAR in excess of    Mr. Miller, 14 bps for
           $375,000,000, subject to a     Messrs. Stone, Stanage
           cap of $450,000,000.           and Goettel and 12 bps
                                          for Mr. DeBacker on
                                          EBITDAR in excess of
                                          $375,000,000, subject to
                                          a cap of $450,000,000.

           Additional payment of 50 bps   Additional payment of 8
           on EBITDAR in excess of        bps for Mr. Miller, 7
           $450,000,000, subject to a     bps for Messrs. Stone,
           cap of $650,000,000.           Stanage and Goettel, and
                                          6 bps for Mr. DeBacker
                                          on EBITDAR in excess of
                                          $450,000,000, subject to
                                          a cap of $650,000,000.

In October 2006, the Debtors asked the Court to reconsider and
clarify certain provisions of its order denying the proposed
compensation for Mr. Burns and his five key executives of his core
management team, complaining that the Order did not directly
address the supplement they filed on Sept. 4, 2006.

In the Sept. 4 Supplement, the Debtors proposed an incentive
compensation program based entirely on the Senior Executives'
achievement of certain performance benchmarks and added
provisions to the proposed assumption of the Senior Executives'
retirement benefits that maintained parity with the treatment of
non-executive pensions in their Chapter 11 cases.

The Court denied the Debtors' proposed compensation for Mr. Burns
and five key executives of his core management team, holding,
among others, that the proposed Compensation included both the
elements of a "Pay to Stay" compensation plan subject to the
limitations of Section 503(c) of the Bankruptcy Code and, a
"Produce Value for Pay" plan to be scrutinized through the
business judgment lens of Section 363.

Diana G. Adams, acting United States Trustee for Region 2, asked
the Court to deny the Debtors' request arguing that it the
Debtors' reconsideration motion is procedurally and substantively
defective.

The Official Committee of Non-Union Retirees joined in the U.S.
Trustee's objection, contending that the Debtors' request is
neither a motion for clarification nor for reconsideration.

                      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).


DELL INC: Reports Preliminary Fiscal 2007 Third Quarter Results
---------------------------------------------------------------
Dell Inc. reported preliminary results for the third quarter of
fiscal year 2007, with revenue of $14.4 billion and operating
income of $824 million.  Dell ended the quarter with $11.6 billion
in cash and investments.  Commercial paper outstanding at the end
of the quarter totaled $236 million.

The company suspended its share repurchase program in mid-
September and, therefore, only spent $335 million to repurchase 15
million shares.

                 Investigation Update; Preliminary
                     Results Subject to Change

The U.S. Securities and Exchange Commission and the Company's
Audit Committee have been conducting investigations into certain
accounting and financial reporting matters, including the
possibility of misstatements in prior period financial reports,
and the company previously received a related subpoena from the
United States Attorney for the Southern District of New York.

Due to questions raised in connection with these ongoing
investigations, the Company has not filed the Form 10-Q for its
fiscal second quarter ended Aug. 4, 2006, and does not expect to
be able to timely file its Form 10-Q for the fiscal third quarter
ended November 3, 2006.  As a result, all of the company's
financial results should be considered preliminary, and are
subject to change to reflect any necessary corrections or
adjustments, or changes in accounting estimates, that are
identified prior to the time the company is in a position to
complete these filings.

In addition, the preliminary results for the second and third
quarters could be affected by any restatements of prior period
financial statements that are required as a result of any
conclusions reached by the investigations.  No determination has
been made as to whether restatements of prior period financial
statements will be required.

The company is not currently able to predict the extent or
significance of any such changes, and those changes could
materially affect the reported preliminary results, as well as the
previously announced results for the second quarter.

                 Summary of Third Quarter Results

In the quarter, the company achieved a better balance of
liquidity, profitability and growth, which was driven by an
improved mix of products worldwide.  In addition, the company
continued to focus its actions to strengthen product lines,
particularly in the enterprise, improve customer experience, and
accelerate growth outside the U.S.

                 Desktop to Data Center; Broadest
               Product Portfolio in Dell's History

Dell began shipping two new PowerEdge servers featuring AMD
Opteron processors, providing customers an additional choice for
high-performance two-socket and four-socket systems.  The company
also launched the industry's first standards-based Quad-Core
processors for two-socket blade, rack and tower servers.  Combined
with the 9G servers launched last quarter with Intel Xeon 5100
series processors, Dell now provides the broadest selection of
industry-standard servers in its history.  In the quarter, server
revenue was $1.5 billion on 12% unit growth.

In storage, revenue was $577 million and the company announced a
five-year extension to its partnership with EMC.

In client systems, the company launched quad core processors on
its XPS 710 Extreme desktop as well as on Dell Precision
workstations.  In addition, the company launched its 64-bit dual
core Dimension and OptiPlex systems, and Dell Latitude and
Inspiron notebooks featuring AMD processors.

Mobility revenue was $3.9 billion on 17 percent unit growth.
Desktop revenue was $4.7 billion on negative 5 percent unit
growth.  In both cases, growth was impacted by the company's
decision to focus on more profitable products.

In software and peripherals, revenue was $2.3 billion.  Enhanced
services revenue was $1.4 billion.  The company's new Platinum
Plus offering drove an increase in premium service contracts year-
over-year and the company now has more than 300 Platinum Plus
customers.

          Strong Unit Growth in APJ and Emerging Markets

In the Asia-Pacific and Japan region, revenue was $1.9 billion on
unit growth of 23 percent, as the company gained 1.4 share points
year-over-year.  Led by 33 percent unit growth in China, Dell was
also the fastest growing among the top five vendors in the region,
growing at nearly three times the growth rate of the industry. In
India, units were up 93 percent and to more efficiently serve the
growth in this market, Dell plans to open manufacturing operations
there early next year.

In Europe, Middle East and Africa, where the company took a more
balanced approach to pricing, revenue was $3.3 billion with unit
growth of 9 percent.  Dell also recently announced its second
manufacturing location for EMEA to be located in Lodz, Poland, to
provide more timely delivery to customers in Central and Eastern
Europe.

In the Americas, revenue was $9.2 billion on unit growth of
negative 4 percent. Unit growth was 37 percent in Brazil and 19
percent in Canada.

                  Customer Experience Improvement
                      Led by "Resolve in One"

The company has been investing an incremental $150 million this
year on its Customer Experience initiatives and is seeing signs of
improvement in key external and internal indicators.  By
increasing the number of agents, average hold times for U.S.
customers have been reduced from nine minutes to three minutes in
the past year.  In addition, the company has reduced call
transfers by over 30 percent and has improved first contact
resolution rates by 20%.  "Resolve in One" reflects Dell's goal to
resolve issues to a customer's satisfaction on initial contact.

                          Company Outlook

The company said that the actions it has taken to drive improved
operating and financial performance long-term with a better
balance of liquidity, profitability and growth are starting to
take hold.  However, in the near term, improvement in growth and
profitability may not be linear due to a variety of factors,
including the timing of continued investments in Customer
Experience, global expansion, and new product introductions, as
well as a muted seasonal uplift due to changes in the mix of
product and regional profit.  In addition, the fourth quarter of
fiscal year 2006 included one extra week.

                          About Dell Inc.

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


DELTA AIR: Edward Budd Sells 6,669,685 Shares of Stock
------------------------------------------------------
Delta Air Lines, Inc., officer Edward H. Budd disclosed to the
U.S. Securities and Exchange Commission that on November 10,
2006, he sold 6,669,685 shares of Delta common stock:

       No. of Shares        Price Per Share
       -------------        ---------------
             7,000             $1.35
         6,662,685             $1.3148

Mr. Budd did not beneficially own any shares of Delta stock after
the transactions.

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. (Delta Air Lines
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DUN & BRADSTREET: Sept. 30 Equity Deficit Widens to $187.9 Million
------------------------------------------------------------------
The Dun & Bradstreet Corporation reported $45.8 million of net
income on $359.2 million of net revenues for the three months
ended Sept. 30, 2006, compared to $31.7 million of net income on
$341.6 million of net revenues for the same period in 2005.

At Sept. 30, 2006, the Company's balance sheet showed $1.4 billion
in total assets and $1.6 billion in total liabilities, resulting
in a $187.9 million stockholders' deficit.

The Company's Sept. 30 balance sheet also showed strained
liquidity with $526.5 million in total current assets available to
pay $729.2 million in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?1588

                   Strategic Agreement in China

D&B has signed an agreement with Huaxia International Credit
Consulting Co. Limited -- a provider of business information and
credit management services in China -- to establish a new joint
venture to trade under the name Huaxia D&B China.  D&B will be the
majority shareholder in the new venture, which the Company expects
will commence business in early December, subject to completion of
certain regulatory and contractual conditions.  Additional
financial details are not being disclosed.

Huaxia D&B China is expected to significantly improve D&B's
quality and coverage of commercial data in China and enhance the
Company's competitive position in the Asia-Pacific market.  The
joint venture will leverage the parent companies' best-in-class
data collection capabilities and the D&B Worldwide Network to
deliver superior commercial insight and value to customers around
the world.  The new entity will distribute both D&B and co-branded
products and solutions throughout China.  In addition, the parent
companies will jointly develop new business information and credit
management solutions.

                             About D&B

The Dun & Bradstreet Corporation (NYSE:DNB) -- http://www.dnb.com/
-- provides business information and insight, enabling companies
to Decide with Confidence(R) for 165 years.  D&B's global
commercial database contains more than 100 million business
records.  The database is enhanced by D&B's proprietary
DUNSRight(R) Quality Process, which transforms the enormous amount
of data D&B collects daily into decision-ready insight.  Through
the D&B Worldwide Network - an unrivaled alliance of D&B and
leading business information providers around the world -
customers gain access to the world's largest and highest quality
global commercial business information database.

D&B partners with many of the world's largest and most successful
enterprises as well as mid-size companies and entrepreneurial
start-ups.  Customers use D&B Risk Management Solutions(TM) to
mitigate credit risk, increase cash flow and drive increased
profitability; D&B Sales & Marketing Solutions(TM) to increase
revenue from new and existing customers; D&B E-Business
Solutions(TM) to convert prospects into clients faster by enabling
business professionals to research companies, executives and
industries; and D&B Supply Management Solutions(TM) to generate
ongoing savings through supplier consolidation, and to protect
their businesses from supply chain disruption and serious
financial, operational and regulatory risk.


DURA AUTOMOTIVE: Gets Interim Court Okay for Customer Programs
--------------------------------------------------------------
DURA Automotive Systems Inc., pursuant to Sections 105(a), 363,
1107(a), and 1108 of the Bankruptcy Code, obtained, on an interim
basis, the U.S. Bankruptcy Court for the District of Delaware's
authorization to:

    (a) perform their prepetition obligations related to the
        foregoing Customer Programs; and

    (b) continue, renew, replace, implement new, or terminate
        their Customer Programs, in the ordinary course of
        business, without further application to the Court.

The Debtors sought to continue their Customer Programs as they
have proven:

    (i) successful business strategies in the past; and

   (ii) responsible for generating valuable goodwill, repeat
        business, and net revenue increases.

Before filing for chapter 11 protection, and in the ordinary
course of their businesses, the Debtors engaged in certain
practices to develop and sustain positive reputations in the
marketplace for their products and services, including warranty
obligations, customer rebates, price reductions, and tooling and
steel debit programs.

The Debtors desire to continue, during the postpetition period,
the cost-effective Customer Programs that were beneficial to their
businesses during the period prior to their filing for chapter 11
protection, relates Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware.

                       Warranty Obligations

The Debtors' Customer Programs include ordinary course warranty
obligations with their various industrial and indirect retail
customers.  Consistent with common industry practices, the Debtors
issue warranties related to the various products and materials
they produce.  With respect to their automotive component
products, the Debtors generally participate in their customers'
warranty sharing or warranty recovery program.

According to Mr. Collins, OEM-related Warranty Obligations
generally mirror the OEM's warranty to its customer.  However, in
some cases, the Debtors' Warranty Obligations to the OEM may run
as long as fifteen years.  The Debtors also provide warranties
with respect to their recreation, mass transit and heavy-duty
commercial and industrial markets.  While most component parts
supplied to the recreation vehicle market are warranted for two to
three years, there are exceptions where broader warranties exist
for specific product lines and customers.

The Debtors accrue warranty liabilities on their balance sheet.
Based on their historical warranty claims, the Debtors estimate
that claims related to the Warranty Obligations, if any, are not
likely to exceed $5,000,000 for warranties issued prior to the
Commencement Date.

Moreover, the Debtors' products often contain parts and assemblies
supplied by certain vendors, many of which are under warranty from
those vendors.  In other words, if one of these parts or
components fails, or is part of a warranty claim against the
Debtors, the Debtors may have recourse back against the vendor who
supplied the part or component, Mr. Collins relates.

                         Customer Rebates

The Debtors provide rebates and incentives to certain customers to
support the development and marketing of their various products.
Most Customer Rebates are determined and issued to customers based
on designated purchasing thresholds.  The Customer Rebates are an
integral part of the Debtors' incentive package to their
customers.

In the ordinary course, the Debtors accrue expense reserves for
the Customer Rebates based upon the terms of the existing
agreements with the relevant customers.  For example, if a
customer purchases a certain amount of product, they will be
entitled to a percentage rebate for each pre-determined threshold
they reach.  The majority of these Customer Rebates are issued to
customers of the Atwood Mobile Products segment.  For the 2005
fiscal year, the Debtors issued a$625,000 in Customer Rebates
related to the Atwood companies.

                     Price Reduction Programs

Pursuant to negotiated price reductions, the Debtors provide
certain of their OEM Customers with purchase order piece price
reductions.  That is, the Debtors provide either percentage or
dollar value discounts on the purchase of parts or systems, and in
certain instances, the discounts are not realized for some period
of time.

Additionally, the Debtors accrue for potential cash refunds to
Customers for estimated potential overpayments by Customers.  As
of Sept. 30, 2006, and pursuant to the Price Reduction Programs,
the Debtors have accrued but unrealized purchase order piece price
reductions and potential refunds in the amount of approximately
$5,000,000.

                              Tooling

The Debtors also perform certain "middle-man" functions on behalf
of many of their customers related to the purchasing of tooling
equipment.

In many cases, the Debtors need to acquire specialized tooling
equipment in order to produce the end products ordered by their
customers.  In these situations, the customer will often intend to
own the specialized tooling equipment and will use the Debtors to
sub-contract the tool production work and to perform quality
control assessments.  The tooling would in most instances, be used
by the Debtors at their location, although the customer would
retain title to the tooling.

The Debtors technically buy the tooling from third-party
suppliers, but the customer will either advance funds to the
Debtors prior to payment of the third-party toolmaker or will
reimburse the Debtors for funds the Debtors paid to the third-
party toolmaker for the specialized tooling.  In these instances,
the Debtors have no equitable interest in either the tooling or
the funds advanced by the customers.  The Debtors, out of an
abundance of caution, request the Court's authority to continue to
serve as a middle-man with respect to the Tooling Payments,
regardless of whether the payments involve are prior to its filing
for chapter 11 protection or postpetition transactions or
transfers.

                        Steel Debit Program

The Debtors participate in steel repurchase and debit programs
with certain of their customers.  Under these programs, the
Debtors have the opportunity to purchase steel at a customer-
negotiated discount by buying through their customers' accounts
with various steel manufacturers.  In these instances, the
customer will purchase steel on the Debtors' behalf; and
subsequently will deduct the steel cost from payables owed to the
Debtors for the goods the Debtors manufacture with such steel.

As of Oct. 26, 2006, the payables to be deducted by customers
total $530,000.  The Steel Debit Programs do not represent typical
"customer programs," as the Debtors do not directly extend
benefits to their customers, Mr. Collins notes.  Rather, he
clarifies, the Debtors realize cost savings by purchasing their
primary raw material through their customers' high-volume steel
programs.  The Debtors intend to continue, in their discretion,
their participation in their customers' Steel Debit Programs.

            JCI Seeks Clarification on Tooling Program

Johnson Controls Inc. issued numerous purchase orders to the
Debtors for tooling.  JCI objects to the Debtors' request on
grounds that the Debtors have failed to:

   (i) identify to JCI existing or potential liens on JCI
       tooling;

  (ii) identify to JCI amounts owed to tooling suppliers and
       others having possession of JCI tooling; and

(iii) unequivocally commit to pay tooling funds received from
       JCI to tooling suppliers and others having possession of
       JCI tooling.

The Debtors manufacture parts for JCI using custom tooling built
specifically for JCI.  Dura Automotive Systems Inc. does not build
the tooling but rather orders the tooling from third party
suppliers on JCI's behalf.  Dura initially incurs the expense of
building tooling and passes it through to JCI without a mark-up or
other surcharge.  In some instances, JCI advances the costs of the
tooling to Dura and the Debtor then is responsible for paying the
third-party suppliers.

JCI believes that its tooling transactions with the Debtors are
consistent with their description of their tooling practices in
their request, including the Debtors' statement that they have no
equitable interest in either the tooling ordered for JCI or the
funds advanced by JCI to pay for the tooling.

Gaston P. Loomis II, Esq., at Reed Smith LLP, in Wilmington,
Delaware, notes that the Debtors are seeking the authority, but
not the obligation, to continue to act as a middleman for the
tooling payments, among their other Customer Programs.

JCI agrees with the Debtors' general intent to continue with their
tooling program.  However, JCI is concerned that it may make
tooling payments to the Debtors that they may thereafter retain
instead of using them to pay the tooling suppliers.

This result, according to Mr. Loomis, would appear permitted by
the Debtors' Motion, since the Debtors are requesting the
authority, but not the obligation, to continue payments to
suppliers under the tooling program.  The unfair result,
Mr. Loomis says, would likely disrupt JCI's relationship with the
tooling suppliers and potentially subject JCI to having to pay
twice for the tooling.  In addition, this situation would
adversely impact JCI's ongoing relationship with the Debtors, he
asserts.

To clarify the tooling payments situation, JCI asks the Court to
enter an order explicitly stating that JCI's tooling payments,
whether made to the Debtors or a third-party escrow agent, will be
used only for the purpose of paying the third-party tooling
suppliers for JCI's order, or other third-parties, including
warehousemen or shippers, who may have possession of some of the
tooling, and that the Debtors and JCI will work out a mutually
agreeable method of ensuring this result.

JCI also asks the Court to enter an order providing that its
tooling payments will not at any time become property of the
Debtors' estates.

In addition, JCI asks Judge Carey to order the Debtors to:

   (i) timely account to JCI for their use of JCI's tooling
       payments to discharge their tooling payment obligations to
       the respective third-party suppliers, and other third-
       parties for JCI's orders; and

  (ii) provide JCI with current information regarding the status
       of the various pieces of JCI tooling, including unpaid
       amounts to suppliers and others having possession of JCI
       tooling as well as any existing or potential liens.

Mr. Loomis maintains that JCI's proposal is entirely consistent
with the Debtors' tooling program and would allow JCI to continue
making payments to the Debtors or escrow agent with the assurance
that those funds would be used only to pay tooling suppliers and
other third parties relating to JCI orders or else the funds would
be returned to JCI.

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

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel.  Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.  As
of July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


EAST COAST: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: East Coast Juice Company, Inc.
        118 Allen Boulevard
        Farmingdale, NY 11735

Bankruptcy Case No.: 06-73023

Chapter 11 Petition Date: November 21, 2006

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Avrum J. Rosen, Esq.
                  The Law Offices of Avrum J. Rosen
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536

Total Assets: $644,300

Total Debts:  $1,444,767

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Lambeth Groves Juice Co       Loan                      $650,000
505 66th Avenue Southwest     Collateral:
Vero Beach, FL 32968          $600,000
                              Unsecured:
                              $493,000

Genpro Transportation Inc.    Vendor                     $60,200
201 Route 17 North
Rutherford, NJ 07070

Odwalla                       Vendor                     $50,472
120 Stone Pine Road
Half Moon Bay, CA 94019

Yes Trans Inc.                Vendor                     $41,800

Nuco Express                  Vendor                     $36,602

American Express              Trade debt                 $33,000

Pennisula Trucking            Vendor                     $24,000

Saratoga Springs Water Co.    Vendor                     $22,000

Alan Stern                    Vendor                     $15,000

Mayer Bros.                   Vendor                     $12,000

Jim Sims National Flatbed     Trade debt                  $3,900
Service

Florida's Natural             Vendor                      $3,900

C.H. Robinson Worldwide       Trade debt                  $3,800

Demasco Sena & Jahelka        Professional fees           $2,000

Nissan Lift of New York       Equipment                   $1,521

Federal Express               Trade debt                    $819

Hess Fleet Services           Trade debt                    $613

Capital One                   Trade debt                    $451

United Service Workers        Vendor                        $265
Amalgamated Local Union #335

United Service Workers        Vendor                        $220
Security Division


ENRON CORP: Court Approves $90MM Settlement with CFSB Parties
-------------------------------------------------------------
The Honorable Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York approves the settlement agreement
dated Aug. 25, 2006, between Enron Corp., Enron North America
Corp., Enron Natural Gas Marketing Corp., Enron Broadband
Services, Inc., Enron Energy Services, Inc., EES Service Holdings,
Inc., Enron International Inc., Enron Energy Services Operations,
Inc., ECT Merchant Investments Corp., Enron Power Marketing, Inc.,
Atlantic Commercial Finance, Inc., and:

    1. Credit Suisse First Boston, Inc.,
    2. Credit Suisse First Boston (USA), Inc.,
    3. Credit Suisse First Boston LLC,
    4. Credit Suisse First Boston International,
    5. Credit Suisse First Boston (USA) International, Inc.,
    6. Credit Suisse First Boston,
    7. Pershing LLC,
    8. DLJ Capital Funding, Inc.,
    9. DLJ Fund Investments Partners III, L.P.,
   10. ERNB Ltd., and
   11. Merchant Capital, Inc.

As reported in the Troubled Company Reporter on Nov. 7, 2006,
before the Oct. 15, 2002 bar date for filing claims, certain
of the CSFB Entities filed or caused to be filed 17 proofs of
claim for obligations allegedly owing to, or damages allegedly
suffered by, the CSFB Entities in connection with various credit
facilities or financial transactions referred as Brazos Office
Holdings, JT Holdings, Syndicated LC Facility, Revolver-Short
Term, and Revolver-Long Term.

In Sept. 2003, the Enron Parties commenced an action against
various financial institutions.  In the MegaClaims Litigation,
the Enron Parties allege that, in the late 1990's and early
2000's, the defendants, including the CSFB Entities, assisted a
small number of the Enron insiders in a scheme to manipulate and
misstate the true financial condition of the Enron Entities.  The
Enron entities subsequently filed various adversary proceedings to
avoid and recover, among others, alleged preferential fraudulent
transfers in connection with the purchase of Enron common stock.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that over a period of several months, principals of the
Enron Parties and the CSFB Entities held several meetings and
telephone conversations to address whether a settlement of the
Claims and the CSFB Litigation might be possible and, if so, on
what terms and conditions.  The discussions, which included
participation by senior executives of both parties, intensified in
May and June 2006 and eventually resulted in the Settlement
Agreement.

The principal terms of the Settlement Agreement are:

   (1) the CSFB Entities will make a $90,000,000 settlement
       payment to Enron;

   (2) certain CSFB Claims under the Revolver-Short Term and
       Syndicated L/C Credit Facilities will be allowed as
       Class 4 Claims against Enron in these amounts:

       Claimant                 Claim No.     Claim Amount
       --------                 ---------     ------------
       Rushmore Capital I, LLC      99049      $10,022,994
       UBS AG, Stamford Branch      99196       43,767,075
       Citibank, as agent           14179        6,985,638
       Morgan Stanley
         Emerging Markets, Inc.     99226        1,278,771
       UBS AG, Stamford Branch      99215       18,888,170
       JPMorgan Chase, as Agent     11166       11,475,440

   (3) certain CSFB Claims will be subordinated and assigned to
       Enron and the Litigation Trust, to the extent it is formed
       pursuant to the Plan:

       Debtor Party     Claimant       Claim No.     Claim Amount
       ------------     --------       ---------     ------------
          Enron         CSFB               99119       $5,549,802
          ENA           CSFB, as Agent      6215        2,934,499
          Enron         CSFB, as Agent      6216        1,467,250
                        JPMorgan Chase,
          ENA              as Agent        11235        5,865,000
                        JPMorgan Chase,
          EPMI             as Agent        11236        1,288,000
                        JPMorgan Chase,
          NEPCO           as Agent         22135        4,307,383
          Ventures      CSFB Entities      10808        4,250,120
          Enron         CSFB Entities      10807        4,157,672
          ENRON         CSFB Entities      12101        3,919,331
          ENA           CSFB Entities      13091       22,896,190
          Enron         CSFB Entities      13090        6,868,857
          ENA           CSFB Entities       7523      138,304,856
          Enron         CSFB Entities       7524      120,448,323
          ENA           CSFB Entities       7525       40,738,911

   (4) The Reorganized Debtors will cause the dismissal, with
       prejudice, of Counts XVI through XIX of the Equity Action;

   (5) the Enron Entities or the Reorganized Debtors will waive,
       release, acquit and discharge the CSFB Entities from any
       and all claims, demands, rights, liabilities, or causes of
       action relating to the MegaClaims Litigation and the
       MegaClaims Objection; and

   (6) Enron's claims against the CSFB Assignees will be deemed
       dismissed, with prejudice.

                       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: Seeks Approval for Deseret Generation Settlement
------------------------------------------------------------
Enron Corp., Enron North America Corp., and Enron Power Marketing,
Inc., ask the Honorable Arthur Gonzalez of the U.S. Bankruptcy
Court for the Southern District of New York to approve their
settlement agreement with Deseret Generation & Transmission Co-
Operative.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
says that ENA and Deseret Generation are parties to an electricity
SWAP agreement, dated Oct. 31, 2001, and a contingent call
contract, dated April 30, 2001.

EPMI and Deseret also entered into a Confirmation Agreement, dated
April 30, 2001, for an electricity swap pursuant to the Western
Systems Power Pool Agreement effective as of Jan. 1, 1999.

Enron executed a $75,000,000 Guaranty, dated May 1, 2001, to
support ENA's obligations to Deseret under the Contingent Call
Contract.

On Aug. 1, 2002, Deseret filed Claim Nos. 2594, 2595 and 2597 each
for $16,548,209 against Enron, EPMI and ENA.  Deseret alleges that
Enron agreed to guaranty ENA and EPMI's obligations arising under
the Contracts through the Guaranty and an unexecuted guaranty
agreement attached to the EPMI SWAP Contract.

On Nov. 25, 2003, the Debtors filed Adversary Proceeding No.
03-93409 against Deseret, which sought to avoid the Guaranty
pursuant to Section 548 of the Bankruptcy Code.

On Jan. 8, 2004, the Debtors filed an objection to the Deseret
Claims, seeking to reduce the amounts of Claim Nos. 2597 and 2595.
The Debtors claimed that no amounts are due under the Contingent
Call Contract, the Guaranty, and the Unexecuted Guaranty.

On Jan. 10, 2006, the Reorganized Debtors filed their supplemental
objection to the Deseret Claims, seeking to:

   (i) reduce the amounts of Claim Nos. 2597 and 2594, including
       a right of set-off in favor of EPMI for $346,500 based on
       electricity delivered by EPMI to Deseret under the EPMI
       SWAP Contract; and

  (ii) disallow any claims for amounts allegedly owed under the
       Contingent Call Contract, the Guaranty, and the Unexecuted
       Guaranty.

To settle their disputes, the parties reached a settlement
agreement, which provides that:

   (1) Claim No. 2597 will be reduced and allowed as a Class 5
       Allowed General Unsecured Claim against ENA for
       $2,150,925;

   (2) Claim No. 2595 will be reduced and allowed as a Class 6
       Allowed General Unsecured Claim against ENA for
       $6,772,315;

   (3) Claim No. 2594 will be disallowed and expunged in its
       entirety;

   (4) they will mutually release each other from all claims
       related to the Contracts; and

   (5) the Adversary Proceeding will be dismissed with
       prejudice.

                       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)


EPOCH 2002-1: Fitch Lifts Low-B Rating on $12-Million Note
----------------------------------------------------------
Fitch upgrades four classes of notes issued by EPOCH 2002-1, Ltd.

These rating actions are the result of Fitch's review process and
are effective immediately:

      -- $40,000,000 class I notes affirmed at 'AAA';
      -- $22,000,000 class II notes upgraded to 'AAA' from 'AA';
      -- $10,000,000 class III notes upgraded to 'AA' from 'A';
      -- $15,000,000 class IV-A notes upgraded to 'A' from 'BBB';
      -- $12,000,000 class V notes upgraded to 'BBB' from 'BB'.

These upgrades are the result of the transaction's reduced time to
maturity and relatively stable portfolio performance.  Since
Fitch's previous review in Nov. 2004, the weighted average life
has reduced to 0.4 years from 2.4 years, reflecting a shorter
remaining risk horizon.  To date, there have not been any credit
events in the reference portfolio.  The Reserve Account has built
up $31,022 according to the Oct.6, 2006 trustee note valuation
report.

EPOCH 2002-1, Ltd, incorporated under the laws of the Cayman
Islands, was created to enter into a credit default swap with
Morgan Stanley Credit Products, Ltd. and to issue the above-
referenced securities.

The notes are supported by the cash flows of the collateral
invested in with the proceeds of the note issuance, as well as the
credit default swap premium paid by MSCPL.  The credit default
swap references a static portfolio of securities, consisting of
predominantly senior unsecured credits.

The ratings assigned to the notes address the timely payment of
interest and the ultimate payment of principal.

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


EXABYTE CORP: Closes $22 Million Asset Sale to Tandberg Data
------------------------------------------------------------
Exabyte Corporation completed the sale of substantially all of its
assets to Tandberg Data Corp. for a total consideration of
approximately $22,004,000 in cash and the assumption of the
Assumed Liabilities.

As reported in the Troubled Company Reporter on Sept. 1, 2006,
Exabyte Corporation has entered into an Asset Purchase Agreement
with Tandberg Data Corp., a wholly owned subsidiary of Tandberg
Data ASA, a company organized under the laws of Norway and
headquartered in Oslo, Norway.  Tandberg will purchase
substantially all of the assets of the Company in exchange for
cash and the assumption of certain liabilities.

The cash purchase price and payment to the Company at closing
consisted of:

   -- the outstanding principal balance and accrued interest of
      $9,614,000 under the loan agreement with Wells Fargo
      Business Credit, Inc.;

   -- the repayment obligations under the Convertible Notes
      Restructuring Agreements with the holders of the Company's
      10% Secured Subordinated Convertible Notes;

   -- the payment obligation under the Amendment No. 1 to the Debt
      Restructuring Agreement with Solectron Corporation
      ($300,000);

   -- the payment obligation under the Second Amendment to the
      Memorandum of Understanding with Hitachi, Ltd. ($2,000,000);

   -- the amount payable under the Note Restructuring Agreement
      with Imation Corp. ($1,000,000);

   -- transaction fees paid at closing (about $1,200,000); and

   -- the cash balance to be retained by Exabyte subsequent to
      closing ($100,000).

It was a condition to the Agreement, the Company disclosed, that
the cash proceeds will be used to make payments for Assumed
Liabilities, which includes without limitation, substantially all
accounts payable and accrued expenses, all liabilities under the
Purchased Contracts, liabilities for warranty obligations and
liabilities related to products sold and/or services performed,
and new or restructured notes payable issued to Imation and
Hitachi, among others.

The Company also disclosed that the material Excluded Liabilities
retained by Midgard consist of a note payable to a former landlord
in the amount of $3,060,000, a Convertible Note with a principal
balance of $50,000 and certain accounts payable and accrued
expenses in the amount of $250,000, among other liabilities.
Midgard does not have any significant assets remaining for the
payment of the liabilities and have no assets available for
distribution to its common or preferred stockholders.  Midgard
intends to liquidate and dissolve immediately after the closing of
the Transaction.

Exabyte Corporation -- http://www.exabyte.com/-- manufactures
tape storage products.  The Company's products back up and restore
critical business information.

                        Going Concern Doubt

Ehrhardt Keefe Steiner & Hottman PC expressed substantial doubt
about Exabyte Corporation and its subsidiaries' ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the years ended
Dec. 31, 2005, and 2004.  The auditing firm pointed to the
Company's recurring losses and accumulated deficit of
$123,869,000.


FAIRFAX FINANCIAL: Fitch Removes Negative Watch on Low-B Ratings
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Fairfax Financial
Holdings Limited, Odyssey Re Holdings Corp. and its insurance
subsidiaries, and TIG Holdings Inc.

All ratings are removed from Rating Watch Negative.

The Rating Outlook is Stable.

The holding company ratings of Crum & Forster Holdings Corp. and
the insurance company ratings of Crum & Forster Insurance Group,
Northbridge Financial Insurance Group and TIG Insurance Group are
not affected by this action.

The rating action reflects a reduced level of uncertainty
following a series of restatements over the past nine months
related to the company's finite reinsurance contracts and for
numerous other accounting errors.  While Fitch is concerned about
the internal control weaknesses demonstrated by the erroneous
accounting, the restatements in total were not significant
relative to the company's capitalization.

The rating action also reflects Fitch's favorable view of
Fairfax's recent decision to reduce its ownership interest in
Odyssey Re from 78.5% to approximately 60%.  Although this partial
sale reduces Fairfax's future consolidated earnings and upstream
dividend capacity, it demonstrates the company's favorable
financial flexibility in generating sources of cash.

Furthermore, the reduced Fairfax ownership improves Odyssey Re's
financial profile by lessening the ability of Fairfax to upstream
dividends out of its strongest insurance subsidiary.

The Stable Rating Outlook reflects that Fitch's ratings of Fairfax
and its subsidiaries incorporate a certain amount of risk related
to the ultimate potential negative effect of issues surrounding
the company's use of finite reinsurance and transactions in
Fairfax securities.  These issues have led to various subpoenas
received by Fairfax, its CEO Prem Watsa, its subsidiaries, its
independent auditors and a shareholder, in addition to a class
action lawsuit filed by the company's debt holders.

However, to the extent that the ongoing investigations by the
Securities and Exchange Commission and the U.S. Attorney's office
for the Southern District of New York bring about a civil action
against the company that considerably weakens the companies'
franchise, reputation, and competitive position, particularly for
Odyssey Re as a reinsurer, or results in significant fines and
penalties levied, the ratings could be negatively impacted.

Fairfax reported solid underlying underwriting results through the
first nine months of 2006, with all ongoing insurers reporting
combined ratios under 100%.  Fairfax also commuted a
$1 billion corporate insurance cover with a Swiss Re subsidiary in
early Aug. 2006, which resulted in a pre-tax and after-tax loss of
$412.6 million in the third quarter 2006.

While Fitch has always adjusted the reported results of Fairfax to
exclude the finite benefit from the Swiss Re Cover and other
similar contracts, the commutation is still viewed favorably as it
reduces reinsurance credit risk, lowers interest expense on funds
withheld, improves liquidity and provides for greater transparency
of results.

These ratings have been affirmed with a Stable Rating Outlook and
removed from Rating Watch Negative by Fitch:

   * Fairfax Financial Holdings Limited

      -- Issuer Default Rating (IDR) 'BB-';
      -- $62 million unsecured notes due April 15, 2008 'B+';
      -- $464 million unsecured notes due April 15, 2012 'B+';
      -- $100 million unsecured notes due Oct. 1, 2015 'B+';
      -- $184 million unsecured notes due April 15, 2018 'B+';
      -- $98 million unsecured notes due April 15, 2026 'B+';
      -- $91 million unsecured notes due July 15, 2037 'B+';
      -- $134 million convertible notes due July 15, 2023 'B+'.

   * Fairfax, Inc.

      -- Issuer Default Rating (IDR) 'BB-';
      -- $68 million exchangeable notes due Nov. 19, 2009 'B+'.

   * Odyssey Re Holdings Corp.

      -- Issuer Default Rating (IDR) 'BBB-';

      -- $50 million series A unsecured notes March 15, 2021
         'BB+';

      -- $50 million series B unsecured notes due March 15, 2016
         'BB+';

      -- $40 million unsecured notes due Nov. 30, 2006 'BB+';

      -- $35 million convertible notes due June 15, 2022 'BB+';

      -- $225 million unsecured notes due Nov. 1, 2013 'BB+';

      -- $125 million unsecured notes due May 1, 2015 'BB+';

      -- $50 million series A preferred shares 'BB'; and,

      -- $50 million series B preferred shares 'BB'.

   * Odyssey America Reinsurance Corporation
   * Clearwater Insurance Company

      -- Insurer financial strength 'BBB+'.

   * TIG Holdings, Inc.

      -- Issuer Default Rating 'BB-'.

   * TIG Capital Trust I

      -- $37 million trust preferred stock due 2027 'B'.

These ratings remain unchanged by Fitch:

   * Crum & Forster Holdings Corp.

      -- Issuer Default Rating (IDR) 'BB-';
      -- $300 million unsecured notes due June 15, 2013 'B+'.

   * Crum & Forster Insurance Company
   * Crum & Forster Indemnity Company
   * The North River Insurance Company
   * United States Fire Insurance Company

      -- Insurer financial strength 'BBB-'.

   * Commonwealth Insurance Company
   * Commonwealth Insurance Company of America
   * Federated Insurance Company of Canada
   *  Lombard General Insurance Company of Canada
   *  Lombard Insurance Company
   * Markel Insurance Company of Canada
   * Zenith Insurance Co. (Canada)

      -- Insurer financial strength 'BBB'.

   * TIG Indemnity Company
   * TIG Insurance Company
   * TIG Specialty Insurance Company

      -- Insurer financial strength 'BB+'.


FEDERAL-MOGUL: Court Places Insurers' Lift Stay Motion On Hold
--------------------------------------------------------------
The Honorable Joseph H. Rodriguez, Senior U.S. District Court
Judge for the District of Delaware, granted the request of certain
insurers of Federal-Mogul Corporation and directed the Honorable
Judith K. Fitzgerald of the U.S. Bankruptcy Court for the District
of Delaware, to place the insurers' request to lift the automatic
stay off the Bankruptcy Court's calendar pending determination by
the District Court of the Insurers' request to withdraw the
reference of the Lift Stay Motion.

In a separate order, Judge Fitzgerald ruled that the Insurers'
request to lift the automatic stay to commence a state court
insurance coverage action constitutes a core proceeding.

Federal-Mogul Products Inc., with the Insurers' consent,
previously filed with the Bankruptcy Court, an agreed proposed
order, which provided that hearings on the Lift-Stay Motion will
be taken off the calendar pending resolution of the Insurers'
Withdraw-Reference Motion.  The Insurers ask Judge Fitzgerald to
reconsider the Modified Agreed Order and enter, instead, the
original Agreed Order to allow the Withdraw-Reference Motion to be
addressed in due course by the U.S. District Court for the
District of Delaware, as contemplated by 28 U.S.C. Section 157(d).

Brian L. Kasprzak, Esq., at Marks, O'Neill, O'Brien and Courtney,
P.C., in Wilmington, Delaware, asserted that scheduling the Lift-
Stay Motion for hearing in the Bankruptcy Court before the
District Court even addresses the merits of the Withdraw-Reference
Motion means that the Bankruptcy Court is intruding on the
District Court's prerogative to determine whether particular
matters in a bankruptcy case ought to be decided by the District
Court rather than the Bankruptcy Court.

Mr. Kasprzak also pointed out that by addressing the Lift-Stay
Motion separately from the District Court's consideration of the
Insurers' Abstention Motion the Bankruptcy Court creates the very
risk of inconsistent rulings and resultant judicial inefficiency
that the Withdraw-Reference Motion seeks to avoid.

Furthermore, Mr. Kasprzak argued that implementation of the
Modified Agreed Order will upset an agreement among the parties to
an adversary proceeding commenced by DII Industries, LLC, against
F-M Products.

"A court ought to be reluctant to unravel a negotiated scheduling
agreement reached at arm's-length by litigation adversaries,
unless manifest injustice would result from the parties'
agreement," Mr. Kasprzak notes.  "Surely, no injustice would
result from approving a negotiated arrangement specifically
designed to permit the District Court to exercise discretion
granted it by Congress to decide if the Lift-Stay Motion should be
decided by that Court in tandem with the Abstention Motion, or
separately by [the Bankruptcy] Court."

             Insurers Tackle F-M Products' Responses

It is apparent from F-M Product's response to the Insurers'
Motions that it agrees that coverage litigation ought to proceed
now in a state court, Mr. Kasprzak tells Judge Fitzgerald.

Mr. Kasprzak says F-M Products' argument against the Lift-Stay
Motion boils down to "a contention that a debtor should be
permitted to manipulate the automatic stay for tactical forum-
shopping purposes in order to gain an artificial litigation
priority over its adversaries."  The Debtor argues that the
Insurers' proposed New York action is no longer necessary, because
it already filed a coverage suit in New Jersey state court, making
the New York action duplicative.

Mr. Kasprzak contends that the basic premise of the Debtor's
argument is wrong, because "courts do not allow a debtor to use
the automatic stay as a sword rather than a shield."

Accordingly, the Insurers want the Debtor's objection to the Lift-
Stay overruled.

"[T]he courts of New York and New Jersey should be allowed to sort
out which case proceeds," Mr. Kasprzak says.

Mr. Kasprzak notes that even if the law did permit F-M Products to
misuse the stay, its claim that the New Jersey action is an
adequate substitute for the insurance companies' proposed New York
action ignores the fact that there are other claimants to the
insurance policies besides the Debtor who would be parties to the
New York action, but cannot be joined to the New Jersey action
because of the automatic stay.  Unlike the insurance companies'
proposed New York suit, the Debtor's New Jersey action cannot
comprehensively resolve the parties' coverage disputes,
Mr. Kasprzak explains.

Compagnie Europeenne D'Assurances Industrielles support the
Insurers' position.

            F-M Products Wants Lift-Stay Motion Denied

F-M Products asks the Bankruptcy Court to deny the Insurers' Lift-
Stay request because there is no longer any plausible ground for
filing a lawsuit in New York state court.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub LLP, in Wilmington, Delaware, informs the Bankruptcy
Court that F-M Products filed its own coverage action in the
Superior Court of New Jersey seeking to establish (i) scope of
property that belongs to its bankruptcy estate and (ii) coverage
rights as an insured party.  He points out that F-M Products' true
position is as "plaintiff," hence, F-M Products has exercised its
rights to choose the appropriate state court forum.

"The New Jersey Superior Court is the appropriate state court
forum because New Jersey has the most substantial relationship to
relevant parties and events during all of the years at issue,"
Mr. O'Neill tells Judge Fitzgerald.

To the extent that the District Court refuses to abstain from
hearing an adversary proceeding originally filed by Dresser
Industries, Inc., against F-M Products, as well as a group of
approximately 70 insurers, there will be never be a need for
anyone to file any lawsuit in New York in connection with the
disputed coverage issues, Mr. O'Neill notes.  The coverage
disputes will have to be resolved in the District Court, he points
out.

In addition, to the extent that the District Court does abstain
and the parties resume their fight in New Jersey Superior Court,
then any insurers that are dissatisfied with F-M Products' choice
of forum will be able to seek dismissal of the New Jersey Action
on the grounds of forum non-conveniens, Mr. O'Neill explains.

Only if a dismissal is granted would the insurers have any
legitimate basis for seeking to drag F-M Products -- a debtor with
limited resources -- into another state court, Mr. O'Neill
contends.

         Withdraw-Reference Motion Should Also Be Denied

F-M Products also ask Judge Fitzgerald to deny the Insurers'
request to withdraw the reference of the Lift-Stay Motion from the
Bankruptcy Court because the issues raised are "basic bankruptcy
law questions that are best considered and decided by [a]
bankruptcy court, which specializes in bankruptcy law and is
familiar with [F-M Products'] financial condition and
reorganization efforts."

Considering F-M Products' filing of its New Jersey Action, F-M
Products maintains that it does not oppose discretionary
abstention in the Adversary Proceeding except as to "corporate
successorship" issue, which has been fully briefed and is ripe for
decision.

Certain Underwriters of Lloyd's, London and London Market
Companies; Employers Mutual Casualty Company; European Reinsurance
Company of Zurich; and Swiss Reinsurance Company support the
Insurers' Withdraw-Reference Motion.

The Underwriters, et al., believe that failure to withdraw the
reference could result in inconsistent rulings by the District and
Bankruptcy Courts.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's
largest automotive parts companies with worldwide revenue of
some US$6 billion.  In the Asian Pacific region, the company has
operations in Malaysia, Australia, China, India, Japan, Korea,
and Thailand.

The company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No.01- 10582).  Lawrence J. Nyhan Esq., James
F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown
& Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection
from their creditors, they listed US$10.15 billion in assets and
US$8.86 billion in liabilities.  Federal-Mogul Corp.'s U.K.
affiliate, Turner & Newall, is based at Dudley Hill, Bradford.
Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and
Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M.
Sutty, Esq., at The Bayard Firm represent the Official Committee
of Unsecured Creditors.  (Federal-Mogul Bankruptcy News, Issue
No. 119; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


FEDERAL-MOGUL: Judge Fitzgerald Denies Lloyd's Discovery Plea
-------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware denied, without prejudice, the
discovery request filed by certain Underwriters at Lloyd's,
London, and certain London Market Companies.

The underwriters sought to examine The Travelers Indemnity
Company and Travelers Casualty and Surety Company concerning
certain Vellumoid and Fel-Pro Claims.

As reported in the Troubled Company Reporter on Oct. 11, 2006,
certain underwriters at Lloyd's, London, and Certain London
Market Companies obtained permission from the Bankruptcy
Court to file a reply to The Travelers Indemnity Company and
Travelers Casualty and Surety Company's objection to the
Underwriters' request for discovery concerning Vellumoid and Fel-
Pro Claims.

The Travelers Objection has been filed under seal because
Travelers obtained information from American Standard Inc. v.
Admiral Insurance Co., et al., pending in the Superior Court of
New Jersey, which is purportedly subject to a protective order and
mediation protocol.

Among others, Travelers argued that the Underwriters' discovery
request was drawn from certain confidential information provided
in the American Standard Case.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is an automotive parts company
with worldwide revenue of some $6 billion.  The Company filed for
chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No.
01-10582).  Lawrence J. Nyhan Esq., James F. Conlan Esq., and
Kevin T. Lantry Esq., at Sidley Austin Brown & Wood, and Laura
Davis Jones Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $10.15 billion in assets and $8.86 billion
in liabilities.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq.,
at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq.,
Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard
Firm represent the Official Committee of Unsecured Creditors.
(Federal-Mogul Bankruptcy News, Issue No. 114; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FOAMEX INT'L: Murray Capital Supports Panel's DIP Loan Objections
-----------------------------------------------------------------
Murray Capital Management Inc. adopts the arguments, and joins in
the objection, of the Ad Hoc Committee of Senior Secured
Noteholders to Foamex International Inc. and its debtor-
affiliates' request to sign commitment letters for a $790,000,000
debt exit financing and a $150,000,000 equity exit financing in
connection with their First Amended Plan of Reorganization, dated
October 23, 2006.

Murray Capital echoes the Senior Noteholders Committee's
contentions that the Debtors have failed to show that their
performance of the Equity Commitment constitutes an appropriate
exercise of business judgment.  The Senior Noteholders Committee
complained that the Debtors have negotiated exclusively with the
Significant Equityholders since June 2006, thus, foreclosing
potentially more cost-effective financing alternatives.

Murray Capital points out that the Equity Commitment puts the
Debtors at substantial risk causing a Termination Event, which
would enable the Significant Equityholders to abandon the Equity
Commitment while collecting millions of dollars in fees and
expenses before creditors receive any distribution.

Mark D. Olivere, Esq., at Edwards Angell Palmer & Dodge LLP, in
Wilmington, Delaware, notes that under the Equity Commitment, the
Debtors must remit $2,000,000 to the Significant Equityholders
merely because the Court approves the Motion.

In addition, if the Debtors modify the Amended Plan in any means
"adverse" to the Significant Equityholders, the Equity Commitment
will terminate automatically and the Debtors will incur a
$5,500,000 liability to the Significant Equityholders.  The
"adverse" modifications need not be material and may include
modifications made by the Debtors to correct defects in the
Amended Plan or to comply with any Court order, steps that are
routine in most Chapter 11 cases, Mr. Olivere notes.

Mr. Olivere also argues that the $9,500,000 Put Option Premium is
grossly excessive by any calculation.  Because the Significant
Equityholders are eligible to subscribe for approximately
$90,000,000 of the $150,000,000 Rights Offering, their Put Option
Obligation with respect to the remaining rights approximates,
$60,000,000, of which the Put Option Premium is roughly 15.8%.
Fees paid by Chapter 11 debtors in the context of other
backstopped rights offerings typically range between approximately
2% and 5% of the aggregate amount financed.

In the event the Court determines that the fees are reasonable,
Murray Capital asserts that the Equity Commitment should be
modified to ensure that the Equity Commitment does not needlessly
prejudice creditors.  Specifically, Murray Capital proposes the
Equity Commitment provide that no portion of the Put Option
Premium and other fees potentially payable to the Significant
Equityholders will become due until the Significant Equityholders
pay the Call Option Premium in the event the Significant
Equityholders exercise the Call Option.

Murray Capital contends that the Equity Commitment, the Amended
Plan and the related disclosure statement are all part and parcel
of a proposed Chapter 11 plan that is patently unconfirmable.

"The scheme hatched by Debtors and the Significant Equityholders
is a blatant attempt to deprive the holders of the Senior Notes
their contractual recovery, while impermissibly divesting [them]
of their right [to] vote on the Plan by wrongly characterizing
their Senior Note claims as unimpaired," Mr. Olivere argues.

Murray Capital is a direct and indirect holder, by and through
certain funds and managed accounts, of in excess of $20,000,000 of
the Debtors' 10-3/4% Senior Notes Due April 1, 2009.

                         *     *     *

The Debtors informed the Court that the U.S. Trustee's informal
concerns have been resolved.

To the extent the Noteholders Committee and Murray Capital's
objections are not resolved prior to the hearing, the Motion will
go forward on a contested basis on Nov. 27, 2006.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 33; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FOAMEX INTERNATIONAL: Parties Balk at Amended Disclosure Statement
------------------------------------------------------------------
Various parties-in-interest and creditors object to the approval
of the disclosure statement accompanying the Debtors' First
Amended Plan of Reorganization, dated Oct. 23, 2006:

   (a) Nordstrom, Inc.;

   (b) Commercial Roofing Systems, Inc.;

   (c) U.S. Bank National Association, as indenture trustee;

   (d) Murray Capital Management, Inc.; and

   (e) the Ad Hoc Committee of the Debtors' 10-3/4% Senior
       Secured Noteholders Due April 2009;

The Objectors argue that the Disclosure Statement fails to provide
creditors with "adequate information" as required in Section 1125
of the Bankruptcy Code.  Certain of the Objectors also assert that
the Disclosure Statement should not be approved because the
Amended Plan is patently unconfirmable.

On behalf of Nordstrom, Rachel Mersky, Esq., in Monzack and
Monaco, P.A., in Wilmington, Delaware, contends that:

   (a) the Disclosure Statement wholly fails to identify the
       nature and event of the Unliquidated Claims and the
       applicable insurance available to substantiate the
       statement that the Debtors will have sufficient resources
       to address these claims when and if allowed;

   (b) the Disclosure Statement does not adequately identify the
       nature and extent of the Intercompany Claims, or provide
       any real description of how or when they will be paid,
       including whether they will be paid ahead of the payment
       of the Unliquidated Claims;

   (c) the Amended Plan and accompanying Disclosure Statement
       improperly classify and treat similarly-situated claims
       without providing any legitimate business reason or
       explaining why those claims should be separately treated;

   (d) the Amended Plan removes federal jurisdiction over the
       Unliquidated Claims without setting forth the bases for
       the sub rosa abstention over the Unliquidated Claims; and

   (e) the Amended Plan and Disclosure Statement improperly
       designate the Unliquidated Claims as unimpaired when,
       among other alterations of the rights of those claims,
       the Amended Plan:

         * limits the amount and nature of the Unliquidated
           Claims to the information set forth in the filed
           proofs of claim; and

         * removes the rights of these claimants to allowance,
           objection and estimation provisions of the Bankruptcy
           Code and Federal Rules of Bankruptcy Procedure.

Commercial Roofing informs the Court that it has perfected a
mechanic's lien for $178,474 for work and materials furnished to
Foamex International Inc., and Foamex, L.P., for the improvement
of their property in Donna Ana County, New Mexico.

Representing Commercial Roofing, Francis A. Monaco, Esq., at
Monzack and Monaco, in Wilmington, Delaware, relates that although
the Disclosure Statement identifies Commercial Roofing as an
"Other Secured Creditor", it does not contain adequate information
regarding the treatment of Commercial Roofing's claim.

The Amended Plan contemplates three different ways of treating
Other Secured Creditors.  However, according to Mr. Monaco, the
Disclosure Statement does not provide adequate information for the
creditors to determine which treatment would apply to any
particular claim.

Commercial Roofing objects to any treatment of its claim other
than full payment on the Effective Date of the Amended Plan
considering that its claims is a mechanic's lien that is subject
to immediate foreclosure if the amounts owed are not paid.

Mr. Monaco also asserts that the Disclosure Statement does not
contain adequate information about the $790,000,000 debt exit
financing and a $150,000,000 equity exit financing facilities.
"[I]t appears that certain of the Exit Facility lenders would be
granted first priority liens on all of [the] Debtors' assets.
There is no explanation or information provided as to why these
liens totaling approximately $790,000,000, should be granted
without providing either payment to or adequate protection of
Other Secured Creditors and Commercial Roofing," he says.

U.S. Bank said that the Amended Plan misstated the aggregate
amount of its Liquidated Claim as $312,452,083, rather than
$315,139,583, which is the correctly recalculated aggregate amount
of principal and prepetition interest as reflected in its amended
proofs of claim.

Franklin Ciaccio, Esq., at King & Spalding LLP, tells the Court
that while U.S. Bank agrees with the Amended Plan's provision of
U.S. Bank's right to "accrued and unpaid [Postpetition]
Interest," U.S. Bank takes exception to the express exclusion in
the Amended Plan of "any call premiums or any prepayment fees and
penalties," amounts to which U.S. Bank is otherwise entitled under
the Indenture.

Murray Capital's counsel, Mark D. Olivere, Esq., at Edwards Angell
Palmer & Dodge LLP, in Wilmington, Delaware, states that although
the Disclosure Statement alleges that all holders of claims
against the Debtors will be unimpaired, a closer reading reveals
that this is not the case.

The Disclosure Statement lacks sufficient information for holders
of claims on account of the Senior Notes and Subordinated Notes to
determine the extent to which the Amended Plan may satisfy those
claims for contractual default interest, Mr. Olivere contends.

Mr. Olivere argues that the Amended Plan violates:

    -- the Bankruptcy Code's absolute priority rule by not
       satisfying the claims under the Senior Notes and
       Subordinated Notes in full, while providing for a
       distribution to the Debtors' Equityholders; and

    -- Section 506(b) by not affording the holders of Senior
       Notes claims the contractually required interest and
       charges which they are entitled under that section.

Mr. Olivere adds that the Amended Plan impermissibly denies
holders of claims on account of the Senior Notes and Subordinated
Notes their statutory right to accept or reject the Plan by
designing those claims as unimpaired while denying them full array
of their contractual claims.

The Senior Noteholders Committee asserts that:

   (a) the Disclosure Statement fails to disclose that there are
       significant disputes between the Debtors and the Senior
       Secured Noteholders regarding:

         * the amount of the Senior Secured Note Claims as of the
           Petition Date;

         * the right of the Senior Secured Noteholders to receive
           postpetition interest at the default rate set forth in
           the Senior Notes Indenture through the Effective Date;
           and

         * the right of the Senior Secured Noteholders to receive
           payment of either a prepayment premium or change of
           control premium in accordance with the terms of the
           Senior Secured Note Indenture;

   (b) the Disclosure Statement fails to disclose that if the
       Senior Secured Noteholders are successful in their dispute
       with the Debtors:

         * the Amended Plan cannot be confirmed or consummated as
           it will violate the requirements of Section
           1129(b)(2)(A), and

         * the Amended Plan may fail by its own terms as its
           conditions to confirmation and effectiveness may not
           be satisfied; and

   (c) the Amended Plan and Disclosure Statement are both
       inaccurate and materially misleading as they assert that
       the Senior Secured Note Claims are unimpaired and deemed
       to have accepted the Amended Plan.

                         *     *     *

The Debtors informed the Court that Commercial Roofing's objection
and the U.S. Trustee's informal concerns have been resolved in
principle.

The Court will convene a hearing to consider the adequacy of the
Disclosure Statement on Nov. 27, 2006, at 2:00 p.m.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 33; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FORD MOTOR: Accelerates Growth Plan in China
--------------------------------------------
Ford Motor Company continues its accelerated growth plan for China
and is on track to deliver its year to date with growth expected
to exceed 100.8% (year on year) in 2006.  Headlining Ford's
product line-up at Auto China 2006 is the all-new Ford S-MAX,
which was named Car of the Year in Europe last week, and is the
first Ford vehicle to introduce "kinetic design" to China's
motoring enthusiasts.

At Ford, kinetic design stands for "energy in motion."  Ford S-MAX
is one of the new vehicles to hit China's roads and highways.
Ford Focus was also at the show.  Ford recently added a 5-door
version to Ford Focus to keep ahead of consumer demand.

In addition to a product showing at Auto China 2006, Ford Motor
Company also announced a major new investment -- the opening of
the Ford Research and Engineering Center -- to be located in
Nanjing, China.  It will support Ford Motor Company's product
development for worldwide operations while also making a major
contribution to the future of China's auto market.

"The Ford Research and Engineering Center represents another major
milestone for Ford as it strengthens its manufacturing blueprint
in China.  It will offer a winning combination that leverages
Ford's global expertise in research and engineering in addition to
building China's leading local talent.  It will also work with
Technical Development Centers at Ford Motor's joint ventures in
China to support product development and procurement, " Ford Motor
(China) Ltd. chairman and chief executive officer Mei Wei Cheng
said.

With its "kinetic design" Ford S-MAX, it is expected to be a
favorite in China as it has in Europe.  Speaking at Auto China
2006, Mei Wei Cheng confirmed that S-MAX will be produced by
Changan Ford and will be ready to roll off production lines in
early 2007.

Joining S-MAX and Focus on stage is the Ford iosis Concept Car
which gives Ford's customers a strong sense of the future design
direction the brand is taking.

Other products taking center stage for Ford will include Ford's
Reflex concept, which features a Diesel Hybrid Powertrain, the
legendary Ford Mustang Shelby GT500 and the all-new Focus ST.  A
range of other locally produced blue oval favorites will also be
on display.

"We are using Auto China 2006 to showcase the strength of our
product range, reinforcing the depth and diversity of the Ford
Motor Company product family.  Our portfolio has something to
appeal to everyone, from dependable and affordable transportation
through to luxurious premium brands.  In the future, Chinese
customers can continue to expect more exciting, locally made Ford
vehicles that consistently deliver cutting-edge design and world
leading technology," Mei Wei Cheng said.

The full Ford Focus family will be on display at the show.
Ranging from locally produced Focus 4-door and Focus 5-door
through to the Focus China Circuit Championship (CCC) racing car
and the visually stunning Focus ST.  This convertible Focus has
been a global success and is now making its first appearance in
China at this years show.  Ford Focus boosted the sales at Changan
Ford Mazda Automobile in the first ten months of 2006 with retail
sales totaling 56,151 units, representing more than 50% of total
Ford product sales.

With strong sales momentum, Changan Ford Mazda Automobile is now
one of the fastest growing auto makers in China.  In 2007, total
annual production capacity will exceed 410,000 units at Chongqing
and Nanjing plants (combined).  Ford also continues to expand its
distribution network and will have 200 appointed dealers by the
end of 2006.

"It is no secret that the China market is critical to our plans
for building a stronger Ford Motor Company globally," Mei Wei
Cheng said.  "With sales volumes continuing to fuel growth, we are
looking ahead and taking the required steps now to ensure our
China operation is able to continue to meet the seemingly
insatiable appetite for our products.  In doing so, the China
market will play an even greater role in the future growth and
success of Ford Motor Company's global operations."

For the year 2006, Ford Motor Company's China Sourcing Office is
on track to source some $2.6 billion worth of auto parts and
systems, supporting Ford Motor Company's global manufacturing
operations and after sales customer services.  The company is also
actively expanding its auto financing business in the China
market.  Ford Automotive Finance has extended its auto financing
services to more than 70 Chinese cities nationwide in just
18 months after starting operation, servicing Changan Ford Mazda
Automobile and Jiangling Motor Company simultaneously.

As one of the largest exhibitors with 5,000 square meters of
exhibition space, Ford Motor Company, comprising of six affiliated
brands (Ford, Lincoln, Volvo, Land Rover, Jaguar and Mazda) will
demonstrate its enterprise muscle, displaying a full fleet of show
vehicles.

Executives from Ford Motor Company, John Parker, group vice
president of Ford Motor Company, Asia Pacific and Africa; Mei Wei
Cheng, chairman and chief executive officer of Ford Motor China;
and Martin Smith, executive design director from Ford of Europe,
attended the Ford press conference and show preview for media at
Auto China 2006 in Beijing.

                         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.


FREEPORT-MCMORAN: Purchase Plan Prompts DBRS to Review Ratings
--------------------------------------------------------------
Dominion Bond Rating Service placed the rating of Freeport-McMoRan
Copper & Gold Inc.'s Senior Notes at BB (low) Under Review with
Developing Implications following Freeport's announced offer to
acquire all of Phelps Dodge Corporation's common equity in a cash
and stock takeover bid of $25.9 billion.  The transaction is
expected to close in the first quarter of 2007, subject to
shareholder and regulatory approvals.

The rating action recognizes the strengthened business profile as
a result of the proposed acquisition but also incorporates the
uncertainty regarding the rate at which the Company would be able
to pay down the approximately $16 billion in new debt to fund the
cash portion of the acquisition.

DBRS notes that the acquisition would strengthen the business
profile of the Company as the combined company would benefit from
additional operating assets, geographic diversification, scale,
development potential and a reduction in its political risk
profile.  Stand-alone Freeport is currently a one mine company.
With the acquisition of Phelps, New Freeport would operate 11
mines -- thus reducing mine operational risk substantially.  New
Freeport would have operating mines in four countries and a large
development project in the Congo.

Pro forma 2006 production by geography would be 42% in the United
States, 35% in Indonesia, 19% in Chile and 4% in Peru.  With
approximately 1.6 million tonnes of copper production for 2006,
New Freeport would become the second-largest copper producer in
the world -- behind state-owned Corporaci˘n Nacional del Cobre de
Chile.  Phelps' Tenke Fungurume development project is believed to
be the largest undeveloped, high-grade copper/cobalt project in
the world today.  The political risk profile of New Freeport would
be reduced as production from Indonesia would be reduced from 100%
for stand-alone Freeport to less than 40% for the combined
companies.

However, DBRS also notes that the acquisition would weaken the
financial profile of the Company as its leverage would increase
substantially.  Pro forma total debt for the combined companies
would be approximately $18 billion, at Sept. 30, 2006.  New
Freeport's pro forma per cent gross debt-to-capital would be
approximately 64%, up from 33% for stand-alone Freeport at
September 30, 2006.  New Freeport's pro forma cash flow-to-total
debt for the 12 months ended September 30, 2006, would be
approximately 0.3x, down from 1.4x for stand-alone Freeport.  The
Company has indicated that it would use free cash flow in the next
few years to pay down debt but it is uncertain how quickly the
Company could do so.

Furthermore, the Company plans to raise secured debt to complete
the acquisition. DBRS understands that the majority of the
permanent non-bridge bank debt at Freeport will be secured.
Additionally, the existing notes and bonds at both Freeport and
Phelps will likely be secured. DBRS awaits the Company's decision
regarding the collateral for the different categories of debt.
Any unsecured debt will be rated at least one notch below the
secured debt to reflect structural subordination.

DBRS notes that New Freeport would become the largest mining
company in North America by market capitalization.  However, DBRS
notes that competing offers for either Phelps or Freeport are
possible.


GAINEY CORP: 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 B2 Corporate Family Rating to B3 for Gainey
Corporation.

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 2010               B2       B2      LGD3       37%

   Guaranteed Senior
   Secured Term Loan
   Due 2011               B2       B2      LGD3       37%

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 Grand Rapids, Michigan, Gainey Corporation --
http://www.gaineycorp.com/-- through its Gainey Transportation
Services and Super Service units, provides dry van truckload
freight transportation.  Other Gainey units include Aero Bulk,
which transports pressurized gases and liquid chemicals, LCT
Transportation Services, which handles temperature-controlled
freight, and Freight Brokers of America.  Collectively, Gainey's
transportation businesses operate about 2,400 tractors and 5,500
trailers.  President Harvey Gainey founded the company in 1984.


GE CAPITAL: Fitch Holds Low-B Ratings on Three Cert. Classes
------------------------------------------------------------
Fitch Ratings upgrades GE Capital Corp's commercial mortgage pass-
through certificates, series 2001-2:

      -- $10 million class E certificates to 'AAA' from 'AA+';
      -- $18.8 million class F certificates to 'AA' from 'AA-';
      -- $11.3 million class G certificates to 'A+' from 'A';
      -- $21.3 million class H certificates to 'BBB+' from 'BBB';
      -- $18.8 million class I certificates to 'BBB-' from 'BB+';

In addition, Fitch affirms these ratings:

      -- $43.3 million class A-2 at 'AAA';
      -- $68.3 million class A-3 at 'AAA';
      -- $519.5 million class A-4 at 'AAA';
      -- $40.1 million class B at 'AAA';
      -- $45.1 million class C certificates at 'AAA';
      -- Interest-only classes X-1 and X-2 at 'AAA';
      -- $12.5 million class D certificates at 'AAA';
      -- $5 million class J certificates at 'BB+';
      -- $7.5 million class K certificates at 'BB';
      -- $12.5 million class L at 'B'.

Fitch does not rate the $7.5 million class M and the $5.7 million
class N. Class A-1 has been paid in full.

The rating upgrades reflect the increased credit enhancement
levels from scheduled amortization as well as the additional
defeasance of five loans since Fitch's last rating action. In
total, 16 loans have defeased.

As of the Oct. 2006 distribution date, the pool's aggregate
certificate balance has decreased 15.5% to $847.3 million from
$1,002.9 million at issuance.  There are currently no delinquent
and specially serviced loans.

The largest loan in the pool is backed by Holiday Inn West 57th
street, a 596-room full service hotel located in New York, New
York.  As of June 30, 2006, revenue per available room was $134.37
with occupancy at 82.15%, compared to RevPar of $122.85 with
occupancy at 88% at issuance.


GE CAPITAL: Fitch Rates $18.3-Mil. Class I Certificates at BB+
--------------------------------------------------------------
Fitch Ratings places the following classes of GE Capital's
commercial mortgage pass-through certificates, series 2001-1 on
Rating Watch Positive:

      -- $15.5 million class D at 'AA+';
      -- $15.5 million class E at 'AA';
      -- $15.5 million class F at 'A+';
      -- $14.1 million class G at 'A-';
      -- $25.4 million class H at 'BBB';
      -- $18.3 million class I at 'BB+'.

The classes have been placed on Rating Watch Positive due to
increased paydown and defeasance since Fitch's last rating action.


GENERAL MOTOR: Kirk Kerkorian Cuts GM Stake to 7.4%
---------------------------------------------------
Billionaire investor Kirk Kerkorian's Tracinda Corp. had sold
$462 million of stock in General Motor Corp., cutting its stake in
the automaker to 7.4% from 9.9% of outstanding shares, Kevin
Krolicki of Reuters reports.

According to the source, Mr. Kerkorian dropped his plans to buy
more GM shares after Jerome York's resignation from GM board and
the closure of potential partnership deal between GM and the
Nissan Motor Co.-Renault SA alliance, which sent GM stock dropping
5% on the New York Stock Exchange.  Carlos Ghosn heads both Nissan
and Renault.

John D. Stoll and Stephen Wisnefski of the Wall Street Journal
reports that Mr. Kerkorian had been the driving force behind the
talks but failed to work it out because of a dispute over the
specific equity arrangement of a potential tie-up, which leads to
the resignation of his associate Mr. York from GM's board after GM
ended the deal.

The move to sell shares led many analysts to believe that Mr.
Kerkorian's plans include the possibility of Tracinda seeking a
proxy fight to place its members on GM's board of directors, Wall
Street relates.

Bloomberg states that Mr. Kerkorian offered to buy $825 million in
shares of Las Vegas-based, casino operator MGM Mirage, the same
day when the stake sale was announced.  Tracinda, GM's second
largest shareholder, seeks to pay $55 a share to increase its
stake in MGM to 61.7%.

In a filing with the Securities and Exchange Commission, Tracinda
agreed to sell 14 million shares in a private transaction for $33
each.  The purchase is to be settled tomorrow, Nov. 24, 2006.

                       About General Motors

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries and its vehicles are sold in 200 countries.

                            *    *    *

As reported in the Troubled Company Reporter on Nov. 16, 2006,
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to General Motors Corp.'s proposed $1.5 billion senior term
loan facility, expiring 2013, with a recovery rating of '1'.  The
'B+' rating was placed on Creditwatch with negative implications,
consistent with the other issue ratings of GM, excluding recovery
ratings.

As reported in the Troubled Company Reporter on Nov 16, 2006,
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to General Motors Corp.'s proposed $1.5 billion senior term
loan facility, expiring 2013, with a recovery rating of '1'.  The
'B+' rating was placed on Creditwatch with negative implications,
consistent with the other issue ratings of GM,
excluding recovery ratings.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
proposed $1.5 Billion secured term loan of General Motors
Corporation.  The term loan is expected to be secured by a first
priority perfected security interest in all of the US machinery
and equipment, and special tools of GM and Saturn Corporation.


GLOBAL PETROLEUM: 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 Global Petroleum,
Inc., and held its rating on the company's Guaranteed Senior
Secured Term Loan B Due 2013.  In addition, Moody's assigned an
LGD4 rating to those notes, suggesting noteholders will experience
a 55% loss in the event of a default.

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

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

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


GLOBAL POWER: Appoints John Matheson as President and CEO
---------------------------------------------------------
Global Power Equipment Group Inc. announced key management changes
effective immediately, including the appointment of John Matheson
as president and chief executive officer.

Mr. Matheson, who previously served as the Company's executive
vice president and chief operating officer, replaces Larry
Edwards, who will remain as the Company's non-executive chairman
of the board.  Mr. Matheson was also named a member of the board
of directors.

The Company disclosed that Mr. Matheson has served in several
other senior roles within the Company, including senior vice
president of Global Power, executive vice president, Operations of
the Auxiliary Power segment, and as the Company's general counsel
and secretary.

During these roles, Mr. Matheson was responsible for many of the
Company's key strategic initiatives, including mergers and
acquisitions and the corporate operations in Asia.

He led the reorganization of the Auxiliary Power segment and the
acquisitions of Williams Industrial Services Group and Deltak
Power Equipment (China).

Before joining the Company, he was with The Williams Companies,
where he was responsible for mergers, acquisition, and securities
law matters.

Formerly, he was a shareholder with the law firm of Conner &
Winters P.C., in Tulsa, Oklahoma, and was a Certified Public
Accountant with Price Waterhouse.  Mr. Matheson is an alumnus of
Harvard Business School, Georgetown University Law Center, and the
University of Oklahoma School of Business.

                      Other Key Appointments

The Company appointed Michael Hanson to chief financial officer,
replacing Jim Wilson, who had retired.  Mr. Hanson previously
served as the Company's chief accounting officer, and before that,
as corporate controller.  Before joining Global Power, he was
financial controller at Xeta Technologies, a provider of
communications solutions and services, as well as an audit manager
at Arthur Andersen LLP.  A Certified Public Accountant, Mr. Hanson
holds a B.S. in Accounting from the University of Tulsa.

Jeff Davis has also been named president of the Deltak Specialty
Boiler Systems division of Deltak LLC.  Mr. Davis first joined
Deltak in 1985, and has served in a range of positions within its
engineering, sales, and management teams.  He holds a B.S. in
Chemical Engineering from the University of Colorado.

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

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


GMAC COMMERCIAL: Fitch Lifts Rating on $27MM Certs. to B+ from B
----------------------------------------------------------------
Fitch Ratings upgrades GMAC Commercial Mortgage Securities, Inc.'s
mortgage pass-through certificates, series 1999-C1:

      -- $83.4 million class F to 'A-' from 'BBB+';
      -- $13.3 million class G to 'BBB' from 'BBB-';
      -- $26.7 million class H to 'B+' from 'B'.

In addition, Fitch affirms these ratings:

      -- $646.1 million class A-2 at 'AAA';
      -- Interest only class X at 'AAA';
      -- $66.7 million class B at 'AAA';
      -- $66.7 million class C at 'AAA';
      -- $86.7 million class D at 'AAA';
      -- $20 million class E at 'AAA';
      -- $20 million class J remains at 'B-/DR1'.

The $10.9 million class K-1 is not rated by Fitch. Class A-1 paid
in full.

The rating upgrades reflect increased credit enhancement due to
loan payoffs, scheduled amortization and additional defeasance
since Fitch's last rating action.  As of the Nov. 2006
distribution date, the transaction's aggregate principal balance
has decreased 22% to $1.04 billion from $1.3 billion at issuance.

In total, 50 loans have fully defeased since issuance; in
addition, 16.6% of the second largest loan has defeased.

Currently, seven loans are in special servicing with significant
losses expected on one loan.

The largest loan (1.3%) is secured by four congregate care
healthcare facilities located in Texas.  The loan, which remains
current, is cross-defaulted with another specially serviced
congregate care facility located in San Antonio, Texas.  The San
Antonio loan is also current, but the facility is closed.  Both
loans are performing under a forbearance agreement.  Fitch does
not project losses on these loans at this time.

The second largest asset (0.8%) is an office property in Pontiac,
MI and is currently real-estate owned.  The special servicer
continues to market the asset for sale.  Fitch expects significant
losses upon liquidation of the asset as a result of a significant
drop in the value of the property.

Fitch projected losses on the specially serviced assets are
expected to be absorbed by nonrated class K-1.


GREEKTOWN HOLDINGS: Construction Delays Cue Moody's Review
----------------------------------------------------------
Moody's Investors Service placed Greektown Holdings, LLC's B1
corporate family rating, B1 probability of default rating, Ba3
first lien bank loan rating and B3 senior unsecured note rating on
review for downgrade after the company's report of a construction
delay related to the development of its permanent casino.

The review considers that as a result of the delay, Greektown will
be in covenant violation of the agreement with the Michigan Gaming
Control Board, which could result in a forced sale of the casino.
The delay could also result in a violation of Greektown's bank
loan covenants given that the opening of the permanent facility
will not occur as originally planned.

The company recently asked the MGCB for a one year extension,
however the timing of any response by the MGCB is not known at
this time.  To the extent that any MGCB decision is unfavorable to
Greektown, the ratings could experience a multiple notch
downgrade.

Moody's previous rating action on Greektown occurred on
Sept. 28, 2006 with the implementation of Moody's Loss Given
Default methodology and related upgrade of Greektown's first lien
bank loan rating to Ba3 from B1.

Greektown Holdings, LLC, through its primary operating subsidiary
Greektown Casino, LLC, operates the Greektown Casino in Detroit,
Michigan.  The company is 100% owned by Kewadin Greektown Casino
LLC, an entity owned by the Sault Ste. Marie Tribe of Chippewa
Indians.  The tribe owns 99.625% of Greektown Casino, LLC while
the remaining portion is owned by minority investors.


GSAMP TRUST: Excessive Losses Cue S&P's Downgrades & Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of mortgage pass-through certificates from GSAMP Trust
2004-SEA2.

Concurrently, the rating on the class M-3 certificate is placed on
CreditWatch with negative implications, and the class M-4 and M-5
certificate ratings remain on CreditWatch negative, where they
were placed on Oct. 11, 2006.

Lastly, the ratings on the remaining classes from this transaction
are affirmed.

The lowered ratings and CreditWatch placements are the result of
excessive realized losses that have completely eroded
overcollateralization.

In addition to the reduction of overcollateralization, there have
been significant write-downs to the class B-2 certificate. As of
the Oct. 2006 distribution date, the B-2 certificate had been
written down by approximately 87%.  During the previous six
remittance periods, realized losses have outpaced excess interest
by approximately $1 million.  Severely delinquent loans represent
18.72% of the current pool balance, and cumulative realized losses
represent 3.88% of the original pool balance.

Standard & Poor's will continue to monitor the performance of this
transaction.  If delinquencies continue to translate into realized
losses and principal write-downs continue to occur, the rating
agency will take further negative rating actions.

Conversely, if realized losses cease to outpace monthly excess
interest and the level of overcollateralization rebuilds toward
its target balance, Standard & Poor's will affirm the ratings on
these classes and remove them from CreditWatch.

The affirmations reflect actual and projected credit support that
is sufficient to maintain the current ratings.

Credit support for this transaction is provided through a
combination of excess spread, overcollateralization, and
subordination.  The underlying collateral consists of subprime,
conventional, fixed-rate mortgage loans secured by first and
second liens on one- to four-family residential properties.

        Ratings Lowered And Remaining On Creditwatch Negative

                        GSAMP Trust 2004-SEA2

                             Rating

                   Class   To               From
                   -----   --               ----
                   M-4     BB/Watch Neg     BBB/Watch Neg
                   M-5     B/Watch Neg      BB/Watch Neg

            Rating Lowered And Placed On Creditwatch Negative

                      GSAMP Trust 2004-SEA2

                            Rating

                  Class   To               From
                  -----   --               ----
                  M-3     A/Watch Neg      AA

                       Ratings Affirmed

                     GSAMP Trust 2004-SEA2

               Class                        Rating
               -----                        ------
               A-1, A-2A, A-2B, M-1         AAA
               M-2                          AA+
               B-1                          CCC


GUITAR CENTER: Inks Asset Purchase Deal with The Woodwind
---------------------------------------------------------
Guitar Center Inc. has signed an asset purchase agreement to
acquire substantially all the assets of The Woodwind & The
Brasswind under Section 363 of the United States Bankruptcy Code.
Under the terms of the agreement, Guitar Center will acquire The
Woodwind & The Brasswind's inventory of band and orchestra and
combo instruments, accounts receivable, trade names and certain
other intangible assets.  The transaction is subject to a number
of conditions, including bankruptcy court approval, and is also
subject to overbid at a bankruptcy auction expected to be held in
January 2007.

"The acquisition of assets of The Woodwind & The Brasswind,
including the Woodwind and Brasswind and Music123 websites, will
enable us to further expand the already strong combo instrument
business at Musician's Friend as well as build out our direct
response band and orchestra business," Marty Albertson, Chairman
and Chief Executive Officer of Guitar Center, said.  "We are
excited about the opportunity to broaden our customer base and
continue the growth of our direct response business."

The Woodwind & The Brasswind filed for bankruptcy protection in
Indiana on Nov. 21, 2006.  The proposed asset acquisition
agreement was entered into by the Musician's Friend subsidiary of
Guitar Center.  Under the agreement, only very limited trade
obligations and other pre-petition liabilities of The Woodwind &
The Brasswind are being assumed.

               About The Woodwind & the Brasswind

Headquartered in South Bend, Indiana, The Woodwind & the Brasswind
-- http://www.wwbw.com/-- sells musical instruments and
accessories.

                       About Guitar Center

Guitar Center Inc. -- http://www.guitarcenter.com/-- is a United
States retailer of guitars, amplifiers, percussion instruments,
keyboards and pro-audio and recording equipment.  Its retail store
subsidiary presently operates more than 195 Guitar Center stores
across the United States.  In addition, Guitar Center's Music &
Arts division operates more than 90 stores specializing in band
instruments for sale and rental, serving teachers, band directors,
college professors and students.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 1, 2006,
Moody's Investors Service upgraded the corporate family rating of
Guitar Center, Inc. to Ba2 and moved the rating outlook to stable
from positive.


HARBORVIEW MORTGAGE: Moody's Rates Class B-7 Certificates at Ba1
----------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by HarborView Mortgage Loan Trust 2006-10 and
ratings ranging from Aa1 to Ba1 to the subordinate certificates in
the deal.

The securitization is backed by first lien, adjustable-rate,
option ARM mortgage loans originated by Paul Financial LLC.,
BankUnited, FSB, Residential Mortgage Capital, Loan Center of
California, Inc., NL Inc. and various other originators.

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

The ratings also benefit from an interest-rate cap agreement
provided by The Bank of New York. The rating on the class 1A-1B
and class 2A-1C is based primarily on a financial guarantee policy
issued by Financial Security Assurance Inc., whose financial
strength is rated Aaa.

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

GMAC Mortgage, LLC. will service the loans.

These are the rating actions:

   * Issuer: HarborView Mortgage Loan Trust 2006-10

   * Mortgage Loan Pass-Through Certificates, Series 2006-10

                     Cl. 1A-1A, Assigned Aaa
                     Cl. 1A-1B, Assigned Aaa
                     Cl. 2A-1A, Assigned Aaa
                     Cl. 2A-1B, Assigned Aaa
                     Cl. 2A-1C, Assigned Aaa
                     Cl. B-1, Assigned Aa1
                     Cl. B-2, Assigned Aa1
                     Cl. B-3, Assigned Aa1
                     Cl. B-4, Assigned Aa2
                     Cl. B-5, Assigned A1
                     Cl. B-6, Assigned A3
                     Cl. B-7, Assigned Ba1

The Class B-7 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.


HASBRO INC: Earns $99.6 Million in Third Quarter of 2006
--------------------------------------------------------
Hasbro, Inc. has reported its third quarter financial results for
2006.

In its financial statements, the company indicates that its
worldwide net revenues for the quarter were $1.04 billion, up 5%
compared to $988.1 million a year ago and included a $9.6 million
favorable impact from foreign exchange.  The company reported net
income of $99.6 million, which includes stock-based compensation
expense of $3.9 million, net of tax, due to the required
implementation of SFAS 123R at the beginning of the year.

Net earnings prior to fiscal 2006 did not include stock-based
compensation expense.  In the third quarter of 2005 net earnings
on a reported basis were $92.1 million.  This did not include the
effect of stock-based compensation expense.

The results in both years include the impact of the mark to market
adjustment for the Lucas warrants.  In the third quarter of 2006
there was a non-cash expense of $19.8 million share related to the
Lucas warrants, compared to non-cash income of $570 thousand in
2005.

Alfred J. Verrecchia, President and Chief Executive Officer, said,
"We are pleased with our third quarter results.  Net revenues were
up 5%, with revenues excluding Star Wars up 13% for the quarter
and year-to-date, driven in part by the success of Littlest Pet
Shop, Playskool, Nerf, Play-Doh, Monopoly, Transformers and Clue.
Star Wars has performed well and continues to be the number 1
action figure property with $69 million in revenue for the quarter
and $182 million year-to-date, demonstrating the strength of the
brand even in a non-movie year."

"With the overall breadth and depth of our product portfolio we
have been able to grow our business for the quarter and year-to-
date, in spite of the revenue decline of $58 million for the
quarter and $193 million year-to-date in Star Wars," Verrecchia
concluded.

"Earnings per diluted share were up a strong 23% in the quarter,"
said David Hargreaves, Chief Financial Officer.  "Absent the Lucas
warrants mark to market expense of $0.09 per diluted share, the
underlying business performed even better with earnings per
diluted share increasing 43% to $0.67 per diluted share for the
quarter," he added.

North American segment revenues, which include all of the
company's toys and games business in the United States, Canada and
Mexico, were $745.5 million for the quarter compared to
$712.3 million a year ago, reflecting strong performances from
Littlest Pet Shop, Playskool, Nerf, Play-Doh and Monopoly.  The
segment reported an operating profit of $111.6 million for the
quarter compared to $85.3 million last year, as adjusted to
include the impact of stock-based compensation.  In addition to
the higher revenues, the improvement in operating profit reflected
declines in amortization and royalty expenses, partially off-set
by increases in product development and advertising expenses.

International segment revenues for the quarter were $280.4 million
compared to $264.6 million a year ago and included a $9.3 million
favorable impact from foreign exchange.  Volume increases
reflected strong performance from Littlest Pet Shop, Playskool,
Transformers and Monopoly.  The International segment reported an
operating profit of $43.2 million compared to an operating profit
of $32.9 million in 2005, as adjusted to include the impact of
stock-based compensation expense.  The improvement in operating
profit is primarily due to decreases in royalty and amortization
expense.

The company reported third quarter Earnings Before Interest,
Taxes, Depreciation and Amortization of $192.6 million compared to
$187.9 million in 2005.

During the quarter, the company repurchased approximately
6.6 million shares of common stock at a total cost of $131.0
million.  Since June 2005, the company has repurchased
23.5 million shares at a total cost of $465.3 million.

Headquartered in Pawtucket, Rhode Island, Hasbro, Inc. (NYSE: HAS)
-- http://www.hasbro.com/-- provides children's and family
leisure time entertainment products and services, including the
design, manufacture and marketing of games and toys ranging from
traditional to high-tech.  The company has operations in
Australia, France, Hong Kong, and Mexico, among others.

                         *     *     *

Moody's Investors Service affirmed the Baa3 long-term debt rating
of Hasbro, Inc., and changed the ratings outlook to positive from
stable to reflect the expectation for continued-strong operating
performance and cash flows, leading to further debt reduction and
credit metric improvement over the near-to-intermediate-term.
Ratings affirmed include the Baa3 senior unsecured debt rating and
the (P)Ba1 rating for subordinated debt.


HAWAIIAN TELCOM: Limited Resources Cue Moody's Ratings Review
-------------------------------------------------------------
Moody's Investors Service placed all debt ratings of Hawaiian
Telcom Communications, Inc. on review for possible downgrade and
downgraded the company's speculative grade liquidity rating to
SGL-4 from SGL-3.

These actions are based on Moody's concern that HI-Tel currently
has limited resources to withstand the unexpected earnings and
cash flow shortfalls arising from the continuing delay in creating
fully-functioning back office systems.

In particular, the ongoing lack of full back-office system
functionality is contributing to numerous operational problems and
distracting senior management which has resulted, and is expected
to continue to result in, HI-Tel incurring significant incremental
expenses and lost revenues.

Consequently, the company's liquidity profile has weakened.

Moody's anticipate that usage under the revolver will continue to
increase over the next few quarters and that covenant compliance,
already slim, will be further pressured.

In addition, Moody's believes that the company's financial and
operating profile could be permanently impaired if the systems
issues are not resolved quickly.

The review will focus on:

      -- the company's plans for remediating its systems issues
         with particular focus on timing and cost;

      -- the company's ability to quickly strengthen its
         liquidity profile and reduce reliance on its revolving
         credit facility; and,

      -- an updated assessment of the long-term profitability and
         cash flow generating capacity of HI-Tel's wireline
         businesses given damage to the business caused by
         ongoing problems with customer service as a result of
         the systems weaknesses.

These ratings are placed under review for possible downgrade as a
part of this rating action:

      -- Corporate Family Rating at B1

      -- $200 Million  Senior Secured Revolving Credit Facility
         due 2012 at Ba3

      -- $300 Million Senior Secured Tranche A Term Loan due 2012
         at Ba3

      -- $450 Million Senior Secured Tranche B Term Loan due 2012
         at Ba3

      -- $150 Million 10.79% Senior Notes due 2013 at B3

      -- $200 Million 9.75% Senior Notes due 2013 at B3

      -- $150 Million 12.50% Senior Subordinated Notes due 2015
         at B3

Hawaiian Telcom Communications, Inc. is an incumbent
telecommunications service provider servicing approximately 615K
access lines.  The Company previously operated as a division of
Verizon Communications, Inc., known as Verizon Hawaii, but was
acquired by The Carlyle Group on May 2, 2005, in a $1.6 billion
leveraged buy-out.  The company is headquartered in Honolulu,
Hawaii.


HERTZ CORP: S&P Affirms Low-B Ratings & Removes CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on two
synthetic securities related to Hertz Corp. and its related
entities and removed them from CreditWatch, where they were
placed with negative implications on June 30, 2006.

The rating actions reflect the affirmation of the long-term
corporate credit and senior unsecured debt ratings on Hertz Corp.
and its related entities and their removal from CreditWatch
negative on Nov. 16, 2006.

The ratings on the affected synthetic securities listed below are
weak-linked to the underlying collateral, Hertz Corp. debt.

               Ratings Affirmed And Off Watch Negative

                     SATURNS Trust No. 2003-8
   $25 Million Hertz Corp. Debenture-backed Callable Units and
                       Interest Only Units

                             Rating

                  Class   To              From
                  -----   --              ----
                  A       BB-             BB-/Watch Neg
                  B       BB-             BB-/Watch Neg

                      SATURNS Trust No. 2003-15
$25 Million 7.0% Class A Callable Units, Notional Amount 0.851%
                 Class B Interest-Only Callable Units

                             Rating

                  Class   To                From
                  -----   --                ----
                  A       BB-               BB-/Watch Neg
                  B       BB-               BB-/Watch Neg


IMAGIVISION MEDIA: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Imagivision Media, LLC
        4100 West 76th Street
        Edina, MN 55435

Bankruptcy Case No.: 06-42731

Chapter 11 Petition Date: November 20, 2006


Court: District of Minnesota (Minneapolis)

Debtor's Counsel: William A. Vincent, Esq.
                  William A. Vincent, P.A.
                  17736 Excelsior Boulevard
                  Minnetonka, MN 55345
                  Tel: (952) 401-8883
                  Fax: (952) 401-8889

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


INFOUSA INC: Earns $11.1 Million in Quarter Ending September 30
---------------------------------------------------------------
infoUSA Inc. reports record third quarter 2006 financial results.

infoUSA's earnings for the third quarter of 2006 were $11,148,000
versus $8,089,000 in the third quarter of 2005.

"During the third quarter of 2006, we delivered record revenues of
$106.4 million vs. $95.5 million for the same period in 2005, an
increase of $10.9 million as compared to the third quarter of 2005
and a new record in our Company's history," Vin Gupta, Chairman of
the Board commented.  "Our third quarter operating income was
$20 million versus $15.2 million during the corresponding quarter
of 2005.  The operating margin was up in the third quarter of 2006
due to seasonality in our large customer market.  The strong
revenue base is reflected in $63.6 million of unbilled revenue in
the Company's pipeline for the next twelve months."

For the first nine months of 2006, net sales were $309.8 million
compared to $284.4 million for the same period last year.  This
represents a 9% increase in revenue. Operating income was
$43 million for the first nine months of 2006 compared to
$42.6 million for the first nine months of 2005.

           Expanded Advertising and Corporate Branding

infoUSA is investing heavily in branding and advertising to
promote SalesGenie.com, infoUSA.com, and Credit.net(R).  infoUSA
increased its advertising by $2 million over the third quarter of
2005 and by $7.4 million YTD over the same period last year.  The
increased spending was in radio, TV, Google, and other mass
advertising.  This advertising effort has led to an increase in
expense, but as the subscription base builds and the advertising
costs remain stable, infoUSA expects that sales and profitability
will increase.

                          About infoUSA

Headquartered in Omaha, Nebraska, infoUSA Inc. (NASDAQ: IUSA) --
http://www.infoUSA.com/-- provides business and consumer
information products, database marketing services, data processing
services and sales and marketing solutions.  Founded in 1972,
infoUSA owns a proprietary database of 250 million consumers and
14 million businesses under one roof.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Moody's affirmed the Ba2 rating on $275 million in first lien
credit facilities of infoUSA Inc.

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


INT'L 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 B2 Corporate Family Rating for International
Shipholding Corp., and confirmed its Caa1 rating on the company's
7.75% Senior Unsecured Notes due on Oct. 15, 2007.  Additionally,
Moody's assigned an LGD6 rating to those bonds, suggesting
noteholders will experience a 92% loss in the event of a default.

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

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

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

Based in New Orleans, Louisiana, International Shipholding Corp. -
- http://www.intship.com/-- through its subsidiaries, operates a
diversified fleet of U.S. and foreign flag vessels that provide
international and domestic maritime transportation services to
commercial and governmental customers under medium-to long-term
charters or contracts.


JACK IN THE BOX: Dutch Offer Cues Moody's Negative Review
---------------------------------------------------------
Moody's Investors Service placed all ratings of Jack-in-the-Box
Inc. under review for possible downgrade.

The review was prompted by the company's announcement that it will
execute a modified Dutch tender offer for up to 5.5 millions
shares of its common stock or a maximum aggregate purchase price
of $335.5 million, which it will partially fund with a new
$625 million bank credit facility that will be comprised of a
$150 million revolver and $475 million term loan.

Proceeds from the new credit facility will also be used to retire
existing term debt outstanding.  The company will offer to
purchase its common stock at a price that is not greater than
$61 and not less than $55 per share for a period of time that is
expected to commence on Nov. 21, 2006 and expected to expire on
Dec. 19, 2006.

Ratings placed on review:

      -- Corporate family rating rated Ba2

      -- Probability of Default rating rated Ba3

      -- $275 million gtd. senior secured term loan B, due
         Jan. 8, 2011 rated Ba1, LGD2, 17%

      -- $200 million gtd. senior secured revolving credit
         facility, due Jan. 8, 2008, rated Ba1, LGD2, 17%

The review for possible downgrade will focus on the negative
implications of increasing debt levels associated with the
proposed Dutch tender offer.

The review will also focus on management's strategic plan in
regards to future shareholder initiatives and what Moody's
believes to be a growing emphasis towards increasing shareholder
value to the potential detriment of bondholders.

For the twelve month period ending July 9, 2006, Jack-in-the-Box's
credit metrics based on Moody's standard analytical adjustments
resulted in high leverage on a debt to EBITDA basis of about 4.2x,
although EBIT coverage of interest of approximately 2.7x and
retained cash flow to debt of around 16% were relatively
reasonable.

As of Oct. 1, 2006, the company reported cash and cash equivalents
of approximately $233.9 million.

Jack in the Box Inc, headquartered in San Diego, California,
operates or franchises 2079 quick-service hamburger restaurants
predominantly on the West Coast, in Texas, and in the Southeast.
The company also operates or franchises 318 fast-casual Qdoba
Mexican Grills and 55 Quick Stuff convenience stores.  Revenue for
the Fiscal Year ending October 3, 2006 exceeded $2.7 billion.


JAZZ GOLF: Court OKs Asset Sale Proposal under Canadian Bankr. Act
------------------------------------------------------------------
The proposal authorizing the sale of the assets of Jazz Golf
Equipment Inc. to 5330319 Manitoba Ltd., made pursuant to the
Canadian Bankruptcy and Insolvency Act, was approved by the Hon.
Albert Clearwater of the Manitoba Court of Queen's Bench at a
hearing held on Nov. 22, 2006, in Winnipeg, Manitoba.

As contemplated by the Proposal, Jazz will proceed to sell all of
its assets and undertaking to 5330319 Manitoba Ltd., a private
corporation financed by Ensis Growth Fund Inc.  The transaction
will close today, Nov. 23, 2006, at which time Jazz will cease to
carry on active business and Newco will continue on the business
of designing and selling golf equipment under its new name, Jazz
Sports Limited.  The consideration received for the transfer of
assets will be consistent with the terms of the Proposal.

The shares of Jazz presently listed on the TSXV will move to the
NEX Board of the TSXV, where Jazz shares will trade under the
symbol JZZ.H.

As a condition of the sale of its assets, Jazz has undertaken to
change its name to a name that does not include the words "Jazz
Golf".

                     About Jazz Golf Equipment

Headquartered in Winnipeg, Manitoba, Jazz Golf Equipment Inc. (TSX
VENTURE: JAZZ.A) -- http://www.jazzgolf.com/-- manufactures and
distributes, primarily in Canada, high quality golf clubs and
accessories.


JETBLUE AIRWAYS: Moody's Junks Rating on $40-Mil. Facility Bonds
----------------------------------------------------------------
Moody's Investors Service assigned ratings of Caa1, LGD5, 88% to
the approximately $40 million of Special Facility Revenue Bonds,
Series 2006 to be issued by the New York City Industrial
Development Agency.

The Caa1 rating is the senior unsecured debt rating of JetBlue, as
the obligor of the JFK Facility Bonds.

Moody's affirmed the B2 corporate family rating for JetBlue
Airways Corporation.

The outlook remains negative.

Under the structure, JetBlue will enter into a series of leases
with the NYC Agency whereby payments from JetBlue will be passed
through to JFK Facility Bond holders.  In addition, JetBlue will
unconditionally guarantee the timely payment of interest and
principal of the bonds.

Using Moody's Loss Given Default methodology, a LGD5 bucket
implies that holders of a JetBlue senior unsecured claim could
expect to experience a loss of between 70 and 90% in the event of
a default.  The Caa1 rating reflects the subordination of a senior
unsecured claim at JetBlue to the substantial amount of secured
debt in JetBlue's capital structure.

The JFK Facility Bonds will be issued to reimburse JetBlue for a
portion of the cost of construction of an airport facility that
was substantially completed in June 2005 and is in use by JetBlue
Airways Corporation at the JFK International Airport.  While the
Bonds are secured by a leasehold mortgage interest in the land and
building improvements, Moody's views such security as having very
limited value for bond holders.

In the event of default, The Port Authority of New York and New
Jersey would fully control critical decisions such as the
potential re-assignment of the lease, although The Port Authority
is required to adhere to certain standards as defined in the
documents.

"Because the holders of the JFK Facility Bonds do not have full
control of the collateral and the holders would more likely pursue
claims under the guaranty, Moody's views these obligations as a
senior unsecured claim of JetBlue Airways", according to Bob
Jankowitz at Moody's Investors Service.

JetBlue's B2 corporate family rating reflects the airline's low-
cost operations combined with an appealing product and strong
brand image among consumers that provide it with a competitive
advantage among air carriers in its high-density core markets.
Nonetheless, rapid growth in the mostly debt-financed aircraft
fleet, with operating margins low even by airline standards, have
resulted in credit metrics that are weak for the current B2 rating
category.

"Although recent results showed some promise, a further ratings
downgrade is possible absent improvement in key credit metrics
including EBIT margin consistent with other B2 rated issuers, and
EBIT to interest to sustainably greater than 1.0x", adds Bob
Jankowitz at Moody's .

The negative outlook reflects Moody's concerns that the company
could face challenges executing its growth strategy with a new
aircraft type, and returning to profitability over the near term
while operating in the still high fuel cost environment.  The
rating outlook could be stabilized if substantial improvements to
its operating results occur, including an EBIT margin greater than
7% over time and EBIT to interest expense sustainably greater than
1.5x, as well as a successful integration of the E190 aircraft.

Ratings assigned:

   * New York City Industrial Development Agency Special Facility
     Revenue Bonds, Series 2006 (JetBlue Airways Corporation
     Project) rated at Caa1, LGD5, 88%.

JetBlue Airways Corporation is headquartered in Forest Hills, New
York.


JOSEPH JEMSEK: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Joseph Gregory Jemsek
        2215 Sharon Lane
        Charlotte, NC 28211

Bankruptcy Case No.: 06-31986

Chapter 11 Petition Date: November 20, 2006

Court: Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: Joseph W. Grier, III, Esq.
                  Grier, Furr & Crisp, P.A.
                  101 North Tryon Street, Suite 1240
                  One Independence Center
                  Charlotte, NC 28246
                  Tel: (704) 332-0201
                  Fax: (7040 332-0215

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   SunTrust Bank                                      $6,087,291
   101 South Kings Drive
   Charlotte, NC 28204

   First Citizens Bank & Trust Co.                    $1,633,546
   Mecklenburg Commercial Banking
   c/o Loan Servicing
   Department - DAC20
   P.O. Box 26592
   Raleigh, NC 27611-6592

   First Citizens Bank & Trust Co.                      $435,758
   Mecklenburg Commercial Banking
   c/o Loan Servicing
   Department - DAC20
   P.O. Box 26592
   Raleigh, NC 27611-6592

   First Citizens Bank & Trust Co.                      $279,988
   Mecklenburg Commercial Banking
   c/o Loan Servicing
   Department - DAC20
   P.O. Box 26592
   Raleigh, NC 27611-6592

   Scottish Bank                                        $200,000
   1057 Providence Road
   Charlotte, NC 28207

   SunTrust Bank                                   $77,735
   P.O. Box 85052
   Richmond, VA 23285-5160

   Bank of America                                       $45,270
   MBNA
   P.O. Box 17054
   Wilmington, DE 19884

   Bank of America                                       $34,183
   201 North Tryon Street
   Charlotte, NC 28255

   James A. Wilson                                       $18,119
   5322 Highgate Drive, Suite 243
   Durham, NC 27713

   Jenkins, Heather                                           $0
   c/o Robert A. Karney
   Karney, deBrun & Wilcox
   1208 South Tryon Street
   Charlotte, NC 28203

   Joseph Jabkiewicz,                                         $0
   c/o Eric A. Rogers
   Caudle & Spears, P.A.
   121 West Trade Street, Suite 2600
   Charlotte, NC 28202

   Phillip Moore                                              $0
   Niki Taylor Moore
   DeVore, Acton & Stafford, PA
   831E Morehead Street, Suite 245
   Charlotte, NC 28202-2825

   Blue Cross and Blue Shield of NC                           $0
   P.O. Box 2291
   Durham, NC 27702


JOSEPH STATKUS: Case Summary & Nine Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Joseph Kevin Statkus
        Norma Jean Bernadette Hoover-Statkus
        11700 Caris Glenne Drive
        Herndon, VA 20170

Bankruptcy Case No.: 06-11554

Chapter 11 Petition Date: November 20, 2006

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtors' Counsel: Spencer D. Ault, Esq.
                  Law Office of Spencer D. Ault
                  13193 Mountain Road
                  Lovettsville, VA 20180
                  Tel: (703) 777-7800
                  Fax: (540) 822-3880

Total Assets: $1,578,670

Total Debts:  $944,974

Debtors' Nine Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
USAA Federal Savings Bank     2003 Nissan Quest          $17,182
P.O. Box 47504
San Antonio, TX 78265-7504

Navy Federal Credit Union     Credit card                $11,201
One Security Place
Merrifield, VA 22119-0001

Citicorp Vendor Finance                                   $9,171
c/o Busman & Busman, P.C.

Navy Federal Credit Union     Credit card                 $4,237
One Security Place
Merrifield, VA 22119-0001

Discover Financial            Credit card                 $4,134
Services LL
P.O. Box 15316
Wilmington, DE 19850-5316

Presidential Resorts          Maintenance fees              $938
9220 Plank Road
Spotsylvania, VA 22553

Equity Search, Inc.                                         $506
8321 Old Courthouse Road
Suite 220
Vienna, VA 22182

Caris Glenne HOA              Hoa Fees                      $450
c/o Tom Cowperthwaite, Treas.
1109 Arboroak Place
Herndon, VA 20170

County of Fairfax             Personal property             $376
Dept. of Tax Administration   tax
P.O. Box 10202
Fairfax, VA 22035-0202


LB-UBS COMMERCIAL: Moody's Holds Low-B Rating on 3 Cert. Classes
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed the ratings of 14 classes of LB-UBS Commercial Mortgage
Trust 2004-C1, Commercial Mortgage Pass-Through Certificates,
Series 2004-C1:

      - Class A-1, $104,382,849, Fixed, affirmed at Aaa
      - Class A-2, $213,000,000, Fixed, affirmed at Aaa
      - Class A-3, $113,000,000, Fixed, affirmed at Aaa
      - Class A-4, $751,262,000, WAC, affirmed at Aaa
      - Class X-CL, Notional, affirmed at Aaa
      - Class X-CP, Notional, affirmed at Aaa
      - Class X-ST, Notional, affirmed at Aaa
      - Class B, $12,463,000, WAC, upgraded to Aaa from Aa1
      - Class C, $12,463,000, WAC, upgraded to Aaa from Aa2
      - Class D, $16,023,000, WAC, upgraded to Aa1 from Aa3
      - Class E, $21,365,000, WAC, upgraded to Aa3 from A1
      - Class F, $12,463,000, WAC, upgraded to A1 from A2
      - Class G, $24,926,000, WAC, affirmed at A3
      - Class H, $19,584,000, WAC, affirmed at Baa1
      - Class J, $14,244,000, WAC, affirmed at Baa2
      - Class K, $16,023,000, WAC, affirmed at Baa3
      - Class L, $7,122,000,  WAC, affirmed at Ba1
      - Class M, $5,341,000,  WAC, affirmed at Ba2
      - Class N, $3,561,000,  WAC, affirmed at Ba3

As of the Nov. 17, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 3.4%
to $1.38 billion from $1.42 billion at securitization.  The
Certificates are collateralized by 103 mortgage loans ranging in
size from less than 1.0% of the pool to 15.8% of the pool, with
the top 10 loans representing 59.4% of the pool.  The pool
includes five shadow rated investment grade loans comprising 44.2%
of the pool.  Four loans, representing 7.9% of the pool balance,
have defeased and are collateralized by U.S. Government
securities.

The pool has not sustained any losses to date.  Currently there is
one loan, representing less than 1.0% of the pool, in special
servicing. Moody's is estimating a loss of $2.3 million for this
loan.  Seventeen loans, representing 8.8% of the pool, are on the
master servicer's watchlist.

Moody's was provided with year-end 2005 operating results for
approximately 99.0% of the pool.  Moody's loan to value ratio for
the conduit component is 93.6%, compared to 96.2% at
securitization.

Moody's is upgrading Classes B, C, D, E and F due to improved
overall pool performance and defeasance.

The largest shadow rated loan is the UBS Center - Stamford Loan
($216.8 million - 15.8%), which is secured by the leasehold
interest in a 682,000 square foot Class A office property located
in Stamford, Connecticut.  The property is 100% leased to UBS AG
and serves as the US headquarters of UBS Investment Bank.  The
lease is triple net and expires in December 2017.  The loan is
structured with a 23.75 year amortization schedule and matures in
Oct. 2016.  The loan sponsor is Eaton Vance Management.  Moody's
current shadow rating is A3, the same as at securitization.

The second shadow rated loan is the GIC Office Portfolio Loan
($200.0 million - 14.5%), which is a pari passu interest in a
$700.0 million first mortgage loan.  The loan is secured by 12
office properties totaling 6.4 million square feet and located in
seven states.  The highest geographic concentrations are Chicago,
San Francisco and suburban Philadelphia.  The portfolio is 90.6%
occupied, essentially the same as at securitization.  The Chicago
concentration is comprised of two buildings -- the AT&T Corporate
Center and the USG Building.  The performance of these properties
has declined slightly since securitization.  The loan sponsor is
Prime Plus Investments, Inc., a private REIT wholly owned by the
Government of Singapore Investment Corporation Pte Ltd.  The loan
matures in January 2014 and is structured with an initial five-
year interest only period.  Moody's current shadow rating is A2,
the same as at securitization.

The third shadow rated loan is the MGM Tower Loan ($124.5 million
- 9.0%), which is secured by a 777,000 square foot Class A office
building located in the Century City office submarket of Los
Angeles, California.  The property was constructed in 2003 and was
still in lease-up at securitization.  The property is 95.5%
occupied, compared to 77.0% at securitization.  The largest
tenants are MGM and International Lease Finance Corporation.  The
property is also encumbered by an $86 million B Note.  The loan
sponsor is JMB Realty Corporation.  Moody's current shadow rating
is Aa2, the same as at securitization.

The fourth shadow rated loan is the Louis Joliet Mall Loan, which
is secured by the borrower's interest in a 938,000 square foot
regional mall located approximately 35 miles southwest of Chicago
in Joliet, Illinois.  The mall is anchored by Marshall Field's,
Sears, J.C. Penney and Carson Pirie Scott, all of whom own their
own pads and improvements and are not part of the collateral.  The
in-line tenant space is 93.3% occupied, compared to 92.7% at
securitization. Performance has improved since securitization due
to higher rents and stable expenses.  The loan sponsor is
Westfield America Inc.  Moody's current shadow rating is A3,
compared to Baa3 at securitization.

The fifth shadow rated loan is the Southgate Mall Loan ($12.1
million - 0.9%), which is secured by a 473,000 square foot
regional mall located in Missoula, Montana. The mall is anchored
by Dillard's, Sears and J.C. Penney. The loan fully amortizes over
a 20-year term. Moody's current shadow rating is Aa1, the same as
at securitization.

The top three non-defeased conduit loans represent 8.2% of the
outstanding pool balance.

                              I
The largest conduit loan is the Passaic Street Industrial Park
Loan ($44.8 million - 3.3%), which is secured by 10 industrial and
warehouse properties located in Wood Ridge, New Jersey.  The
portfolio contains 2.2 million square feet and is 93.9% occupied,
essentially the same as at securitization.  The largest tenant is
Rose Art Industries, Inc. The portfolio's performance has declined
since securitization due to higher expenses.  Moody's LTV is
98.1%, compared to 96.3% at securitization.

                             II

The second largest conduit loan is the Market Place at Four
Corners Loan ($38.6 million - 2.8%), which is secured by a 471,000
square foot community retail center located approximately 20 miles
southeast of Cleveland in Bainbridge Township, Ohio.  The center
is anchored by Wal-Mart and Kohl's, which together occupy 48.0% of
the premises on long-term leases.  The center is 98.5% occupied,
compared to 95.9% at securitization.  Performance has improved
since securitization due to higher income and stable expenses.
Moody's LTV is 87.5%, compared to 96.1% at securitization.

                             III

The third largest conduit loan is the Kurtell Medical Office
Portfolio Loan ($29.0 million - 2.1%), which is secured by five
medical office buildings and one out-patient surgical center
located in Nashville, Tennessee and Orlando, Florida. The
portfolio totals 212,000 square feet.  Occupancy is currently
97.7%, compared to 94.7% at securitization.  Moody's LTV is 99.8%,
compared to 104.1% at securitization.

The pool's collateral is a mix of office, retail, multifamily,
U.S. Government securities (7.9%) and industrial and self storage.
The collateral properties are located in 28 states and Washington,
D.C.


LEANDER JACKSON: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Leander Jackson
        Steven Jackson
        22351 Murphy
        Chicago Heights, IL 60411-5817

Bankruptcy Case No.: 06-15243

Chapter 11 Petition Date: November 20, 2006

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtors' Counsel: Lloyd J. Brooks, Esq.
                  The Brooks Law Firm
                  15028 Woodlawn Avenue
                  Dolton, IL 60419
                  Tel: (708) 849-1348
                  Fax: (708) 849-1398

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtors did not file a list of their 20 Largest Unsecured
Creditors.


LEAR CORP: Fitch Rates New $900-Mil. Sr. Unsecured Notes at B
-------------------------------------------------------------
Fitch has assigned a rating of 'B/RR4' to Lear's $900 million in
new senior unsecured notes.

The notes are divided in to two tranches, with $300 million
maturing in 2013 and $600 million maturing in 2016.   The notes
will be guaranteed by certain Lear direct and indirect
subsidiaries.  Proceeds will be used to tender for Lear's
outstanding 8.125% unsecured senior notes due 2008 and a
significant portion of the outstanding 8.11% unsecured senior
notes due 2009, resulting in a slight increase in Lear's unsecured
debt mix, but not enough to change Fitch's recovery analysis.

The refinancing extends debt maturities by five to eight years,
and together with Lear's bank facilities, provides substantial
liquidity and time to focus on restructuring efforts.

The Outlook is Negative.

Lear will continue to face very difficult conditions in the U.S.
market due to declining production at Ford and GM high commodity
costs and Lear's restructuring efforts.  New business wins and
reduced capital expenditures will help support operating results
during the restructuring process, but any improvement in the
company's leverage position in 2007 is expected to be modest.  The
pending formation of a joint-venture to which Lear will contribute
its interiors operations is viewed as a positive due to that
unit's operating losses and high capital expenditure requirements.

Fitch's current ratings are unaffected by the refinancing of like
debt:

      -- Issuer Default Rating (IDR) at 'B';
      -- Senior secured bank debt at 'BB/RR1';
      -- Senior unsecured debt at 'B/RR4'.


LEGACY ESTATE: Files Amended Disclosure Statement in California
---------------------------------------------------------------
The Legacy Estate Group LLC and its Official Committee of
Unsecured Creditors has filed an amended Disclosure Statement
explaining their joint Chapter 11 Plan of Liquidation with the
U.S. Bankruptcy Court for Northern District of California.

The Court previously approved the sale of substantially all of the
Debtor's assets to Kendall-Jackson Wine Estates Ltd for about
$97 million.

The Plan provides for the distribution of the Debtor's cash on
hand, including the net proceeds from the purchase deal, in
accordance of the priorities established by the Bankruptcy Code.

Any excess of the proceeds will be distributed to equity security
holders.

                    Laminar Subordinated Claim

Laminar Direct Capital L.P. made loans to the Debtor to finance
its acquisition of two wineries, Byron Vineyard & Winery in Santa
Maria, California and Arrowood Vineyards & Winery in Glen Ellen,
California from Constellation Brands, Inc.

Liens and security interests in substantially all of the Debtor's
assets secured the loans.  As a result of the debt incurred to
finance the acquisitions, the Debtor became over-leveraged, was
unable to service that debt and eventually defaulted in its
obligations to Laminar.  Laminar was entitled to enforce its legal
rights and remedies against the Debtor, including foreclosure of
its liens and security interests.

In connection with the sale hearing, the Debtor, Laminar, the
Creditors' Committee and Connaught Capital Partners, LLC, entered
into a stipulation that will fix the amount of Laminar's claims
under the credit agreements and the Bryan Legacy claim.  The Court
approved the Laminar Stipulation on Aug. 16, 2006.  Laminar
received $87.2 million from the sale proceeds.  Its remaining
subordinated claim amounted to $1.3 million.

                      Treatment of Claims

Under the Debtor's Amended Plan, all administrative claims will be
paid in full.

Holders of tax claims will receive a cash payment of the allowed
amount of that claim.  In addition, if all allowed unsecured
claims are paid in full, then each allowed tax claim holder would
receive a pro rate basis of interest on that claim.

All holders of the allowed Red Barn Claims will be paid in full,
including interest and attorneys' fees, if any.  If a Red Barn
Claim is known to be an allowed administrative claim or an allowed
unsecured claim, that Red Barn Claim will receive the same
treatment provided to other creditors holding similar allowed
claims.

Each holder of an allowed Class 2 Secured Claim will receive, at
the Debtor's option:

   (a) 100% of the net proceeds from the sale of its collateral;

   (b) the return of the collateral; or

   (c) other less favorable treatment as agreed by the Debtor and
       secured claim holder.

Priority claims will be paid in full.  In addition, if all allowed
unsecured claims are paid in full, then each holder of an allowed
priority claim will receive interest on that claim at the legal
rate of 4.35% from the bankruptcy filing through the date of
payment in full to the extent of remaining available cash, on a
pro rata basis with holders of allowed tax and unsecured claims
and the Laminar Subordinated Claim.

Holders of Allowed Class 5 Timely Filed Unsecured Claim will
receive their pro rata share of available cash under one or more
distributions, until paid in full.  In addition, if all allowed
class 7 Late Filed Claims are in full payment, then each holder of
Allowed Class 5 claim, will receive interest on that claim at the
legal rate of 4.35% from the bankruptcy filing through the date of
payment in full to the extent of remaining available cash, on a
pro rata basis with holders of allowed tax, priority and late
filed unsecured claims and the Laminar Subordinated Claim.

Pursuant to the Laminar Stipulation, holders of the Laminar
Subordinated Claim will receive half of each additional dollar in
excess of $1.15 million available for distribution to allowed
Class 5 claims, until paid in full of the Laminar Subordinated
Claim.  In addition, if all allowed class 7 Late Filed Claims are
in full payment, then each holder of Laminated Subordinated Claim,
will receive interest on that claim at the legal rate of 4.35%
from the bankruptcy filing through the date of payment in full to
the extent of remaining available cash, on a pro rata basis with
holders of allowed tax, priority and unsecured claims.

All Allowed Class 7 Late Filed Claim holders will receive its pro
rata share of all available cash remaining after payment in full
of Class 5 and 6.  In addition, if all allowed class 7 Late Filed
Claims are in full payment, then each holder of Allowed Class 7
claim, will receive interest on that claim at the legal rate of
4.35% from the bankruptcy filing through the date of payment in
full to the extent of remaining available cash, on a pro rata
basis with holders of allowed tax, priority and Timely Filed
Unsecured Claims and the Laminar Subordinated Claim.

Equity Interest holders, who will lose all rights to control the
management and governance of the Debtor, will receive its pro rata
share of all available cash remaining after payment in full of all
allowed claims.

The Court will convene a hearing on Feb. 9, 2007, at 10:00 A.M.,
to consider approval of the Debtor's Amended Disclosure Statement.

A full-text copy of the Debtor's Amended Disclosure Statement is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=061121204459

Headquartered in Saint Helena, California, The Legacy Estate Group
LLC -- http://www.freemarkabbey.com/-- owns Freemark Abbey
Winery, which produces a range of red, white, and dessert wines.
Legacy Estate and Connaught Capital Partners, LLC, filed for
chapter 11 protection on November 18, 2005 (Bankr. N.D. Calif.
Case No. 05-14659).  John Walshe Murray, Esq., Lovee Sarenas,
Esq., and Robert A. Franklin, Esq., at the Law Offices of Murray
and Murray represent the Debtors in their restructuring efforts.
Lawyers at Winston & Strawn LLP represents the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they estimated more than $100 million in
assets and debts between $50 million and $100 million.


LEVITZ HOME: Government Withdraws $1.3-Million Claim
----------------------------------------------------
On behalf of the U.S. Government, the Internal Revenue Service
withdraws the Government's request for payment of a $1,350,262
administrative expense claim filed against Levitz Home
Furnishings, Inc., and its debtor-affiliates.

The claim was filed on March 8, 2006, for taxes and any interest
or penalty due under the internal revenue laws of the United
States.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- retails furniture in the United
States with 121 locations in major metropolitan areas principally
the Northeast and on the West Coast of the United States.  The
Company and its 12 affiliates filed for chapter 11 protection on
Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case No. 05-45189).  David G.
Heiman, Esq., and Richard Engman, Esq., at Jones Day, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they reported
$245 million in assets and $456 million in debts.  Jay R. Indyke,
Esq., at Kronish Lieb Weiner & Hellman LLP represents the Official
Committee of Unsecured Creditors.  Levitz sold substantially all
of its assets to Prentice Capital on Dec. 19, 2005.  (Levitz
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


LEVITZ HOME: Moves Corporate Offices to the Woolworth Building
--------------------------------------------------------------
Levitz Furniture will relocate its corporate headquarters to the
Woolworth Building in downtown Manhattan.  The announcement comes
as the home furnishings leader continues its significant progress
towards rebuilding the Levitz brand.  Levitz Furniture expects the
relocation will be complete by mid-December.

The company will move its current corporate office in Woodbury,
N.Y. into the entire 23rd floor of the Woolworth Building, located
at 233 Broadway between Barclay Street and Park Place in downtown
Manhattan.  Levitz Furniture will take approximately 30,000 square
feet in the building in a sublease from Reuters.  The Company will
continue to maintain a small corporate presence in Woodbury,
mostly within its Information Technology area.

"We are continuing our efforts to strengthen the Levitz brand, and
this move to lower Manhattan represents one more important step,"
said Tom Baumlin, CEO of Levitz Furniture.  "Over the past several
months, we have attracted a world class management team and
believe this move will further our efforts to continue to bring a
superior level of creative talent to our organization.  We are
excited to tap into the energy of Manhattan and participate in the
downtown area's rebuilding efforts as we reestablish Levitz
Furniture as a premier source for furniture, bedding and home
furnishings."

Cushman & Wakefield Executive Director Andrew Peretz represented
Levitz Furniture in its site selection and in lease negotiations
with Reuters.

"Tenants from all areas continue to realize the draw of downtown
Manhattan," said Mr. Peretz.  "With new retail, residential and
office components coming online, downtown is one of the most
progressive business districts in the nation, and forward-thinking
companies like Levitz Furniture want to operate here."

Built in 1913, the Woolworth Building is one of the 20 tallest
buildings in New York City, and was the world's tallest building
until 1930 when it was surpassed by 40 Wall Street.  The building,
which totals 54 stories and more than 855,000 square feet, was
commissioned by Woolworth's founder Frank Woolworth as the
retailer's new corporate headquarters.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- retails furniture in the United
States with 121 locations in major metropolitan areas principally
the Northeast and on the West Coast of the United States.  The
Company and its 12 affiliates filed for chapter 11 protection on
Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case No. 05-45189).  David G.
Heiman, Esq., and Richard Engman, Esq., at Jones Day, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they reported
$245 million in assets and $456 million in debts.  Jay R. Indyke,
Esq., at Kronish Lieb Weiner & Hellman LLP represents the Official
Committee of Unsecured Creditors.  Levitz sold substantially all
of its assets to Prentice Capital on Dec. 19, 2005.  (Levitz
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


MAGNOLIA ENERGY: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Magnolia Energy L.P. and its debtor-affiliates delivered its
Schedules of Assets and Liabilities to the U.S. Bankruptcy Court
for the District of Delaware disclosing:

Magnolia Energy L.P.:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                  $44,113,151
  B. Personal Property             $435,362,460
  C. Property Claimed
     as Exempt
  D. Creditors Holding                               $416,758,563
     Secured Claims
  E. Creditors Holding                                   $907,000
     Unsecured Priority Claims
  F. Creditors Holding                               $214,361,601
     Unsecured Nonpriority
     Claims
                                    -----------      ------------
     Total                         $479,475,611      $632,027,164

Magnolia Generating Partners I LLC:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                         $0
  B. Personal Property                     $0
  C. Property Claimed
     as Exempt
  D. Creditors Holding                               $416,758,563
     Secured Claims
  E. Creditors Holding                                         $0
     Unsecured Priority Claims
  F. Creditors Holding                               $215,268,601
     Unsecured Nonpriority
     Claims
                                    ---------        ------------
     Total                                 $0        $632,027,164

Magnolia Generating Partners II LLC:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                         $0
  B. Personal Property             $212,000,000
  C. Property Claimed
     as Exempt
  D. Creditors Holding                               $416,758,563
     Secured Claims
  E. Creditors Holding                                         $0
     Unsecured Priority Claims
  F. Creditors Holding                                         $0
     Unsecured Nonpriority
     Claims
                                    ---------        ------------
     Total                         $212,000,000      $416,758,563

Magnolia Generating Partners III LLC:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                         $0
  B. Personal Property                     $0
  C. Property Claimed
     as Exempt
  D. Creditors Holding                               $416,758,563
     Secured Claims
  E. Creditors Holding                                         $0
     Unsecured Priority Claims
  F. Creditors Holding                                         $0
     Unsecured Nonpriority
     Claims
                                    ---------        ------------
     Total                                 $0        $416,758,563

Headquartered in Ashland, Michigan, Magnolia Energy L.P., and
three of its affiliates filed for chapter 11 protection on
Sept. 29, 2006 (Bankr. D. Del. Case Nos. 06-11069 through
06-11072).  Mark D. Collins, Esq., at Richards Layton & Finger,
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed estimated assets and debts of
more than $100 million.


MATRIA HEALTHCARE: Moody's Affirms Corporate Family Rating at B1
----------------------------------------------------------------
Moody's Investors Service changed Matria Healthcare Incorporated's
rating outlook to stable from negative.

Concurrently, Moody's affirmed the company's B1 corporate family
rating.

Matria recently upsized its senior secured first lien term loan
from $265 million to $330 million and used the proceeds to prepay
all outstandings under its $65 million second lien term loan.

In rating the revised capital structure and in accordance with
Moody's Loss Given Default rating methodology Moody's lowered
Matria's probability of default rating to B2 from B1.

Additionally, Moody's revised the company's first lien credit
facility ratings to B1 from Ba3 reflecting the new capital
structure.  More specifically, Moody's believes that the first
lien bank debt would fully absorb losses in the event of a payment
default since Matria's capital structure now lacks the cushion
afforded by the presence of junior capital, which suggests a
higher expected loss and results in lowered ratings.

Ratings affirmed:

      -- Corporate family rating, B1

Ratings downgraded:

      -- Probability of default rating to B2 from B1

      -- $30 million Revolving Credit Facility due 2011, to B1,
         LGD3, 33% from Ba3, LDG3, 38%

      -- $330 million Senior Secured Term Loan B due 2012, to B1,
         LGD3, 33% from Ba3, LDG3, 38%

Ratings withdrawn:

      -- $65 million Second Lien Term Loan due 2012, B3, LGD5,
         89%

The outlook change to stable reflects the company's Facet
Technologies and Dia Real divestitures, the use of such proceeds
to reduce debt, the company's integration of CorSolutions, and its
realization of expected cost synergies.  The stable outlook also
reflects Matria's revenue growth and margin improvement.

Moody's affirmation of Matria's B1 corporate family rating
reflects the company's growing contract backlog, a continued
strong contract renewal retention rate over 95%, and increasing
financial flexibility and reduced cash interest expense.  Matria's
significant near term earnout payments of $45 million related to
its Winning Habits and Mia Vita acquisitions and the sizable
mandatory debt repayments as percentage cash flow constrain the
ratings.

Sustainable revenue growth, operating margins above 18%, leverage
below 3.5x and free cash flow-to-adjusted debt of over 10% would
create upward rating pressure.  Significant client attrition,
price erosion due to increased competition or a material debt-
financed acquisition could pressure the ratings or outlook.

Moody's revised the ratings on Matria's first lien facility to B1
from Ba3, reflecting the changes to the company's capital
structure.

Moody's affirmed the first lien bank debt's loss given default
rating of LGD-3, which reflects a loss equal to or greater than
30% and less than 50% in the event of a default.  The ratings on
the first lien bank debt benefit from a first priority claim on
substantially all Matria's assets and are guaranteed by
substantially all of the company's subsidiaries.

Moody's notes that pricing on the upsized first lien term loan is
unchanged and that Matria will benefit from $3.1 million in
annualized interest costs savings due to the high LIBOR spread of
the former second lien term loan.

Matria Healthcare, Inc., headquartered in Marietta, Georgia, is a
leading provider of disease management and wellness programs to
health plans, employers and governments.  For the twelve months
ended Sept. 30, 2006, Matria's revenues were $324 million.


MORGAN STANLEY: Credit Enhancement Cues Fitch to Lift Low-B Rating
------------------------------------------------------------------
Fitch Ratings-Chicago-20 November 2006: Fitch Ratings upgrades
Morgan Stanley Capital I Inc., commercial mortgage pass-through
certificates, series 1999-RM1:

      -- $10.7 million class G to 'AAA' from 'AA+';
      -- $23.6 million class H to 'A+' from 'A';
      -- $8.6 million class J to 'A-' from 'BBB+;
      -- $12.9 million class K to 'BBB' from 'BBB-';
      -- $6.4 million class L to 'BBB-' from 'BB+'; and,
      -- $8.6 million class M to 'B+' from 'B'.

These ratings are affirmed by Fitch:

      -- $319.6 million class A-2 at 'AAA';
      -- Interest-only class X at 'AAA';
      -- $43.0 million class B at 'AAA';
      -- $45.1 million class C at 'AAA';
      -- $12.9 million class D at 'AAA';
      -- $34.4 million class E at 'AAA'; and,
      -- $17.2 million class F at 'AAA'.

The $8.6 million class N remains at 'CCC'.  Fitch does not rate
the $7.6 million class O certificates, and class A-1 has paid in
full.

The upgrades reflect the increased credit enhancement levels from
loan payoffs and amortization, and the defeasance of 18 loans
since issuance.  As of the October 2006 distribution date, the
transaction's aggregate principal balance has decreased 34.8% to
$559.2 million from $859.7 million at issuance.

Currently, one asset is specially serviced and real-estate owned
and losses are expected.  The asset is a 168,838 square foot
retail center in Madison, NC that is 73% occupied as of August
2006.  In Oct. 2005 the asset lost a major tenant after the lease
was rejected after bankruptcy filing.

Although Fitch expects losses on the specially serviced loan,
class O is more than sufficient to absorb the anticipated losses.


MORRY WAKSBERG: Case Summary & 40 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Morry Waksberg, M.D., Inc.
             433 Camden Drive 4th Floor
             Beverly Hills, CA 90210

Bankruptcy Case No.: 06-16101

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Morry Waksberg, M.D.                       06-16096

Chapter 11 Petition Date: November 21, 2006

Court: Central District Of California (Los Angeles)

Judge: Sheri Bluebond

Debtors' Counsel: Craig M. Rankin, Esq.
                  Levene, Neale, Bender, Rankin & Brill LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244

                              Estimated Assets    Estimated Debts
                              ----------------    ---------------
Morry Waksberg, M.D., Inc.    $1 Million to       $1 Million to
                              $100 Million        $100 Million

Morry Waksberg, M.D.          $1 Million to       $1 Million to
                              $100 Million        $100 Million

A. Morry Waksberg, M.D., Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Reifman & Glass                                         $500,000
30300 Northwestern Highway
Suite 301
Farmington, MI 48334

Lawsuit Financial, LLC                                  $311,750
29777 Telegraph Road
Suite 1310
Southfield, MI 48034

Farkas, Glenn                                           $250,000
6546 Firmament Avenue
Van Nuys, CA 91406

Pomeroy, Keith                                          $200,000

Renfrew, Yvonne                                         $183,402

Whitehaven P.I. Fund                                    $120,000

Pre-Settlement Funding                                  $108,000

Hoge Fenton Jones & Appel                                $75,614

Pomeroy Investment Corp.                                 $61,065

Express Lawsuit LLC                                      $56,000

Hittelman, Paul                                          $53,065

Gerstein, Robert S.                                      $45,786

Krycler, Ervin, Taubman &                                $33,981
Walheim

Noveck, Daniel                                           $33,950

Weissman, Lyle                Loan                       $22,000

Legal Plus                                               $16,706

Account Funding T/A                                      $14,019
Impact Recruit

Knapp, Judy                                              $14,000

Rutter Hobbs & Davidoff, Inc.                            $13,652

Platt, Arthur, M.D.           Loan                       $12,500

B. Morry Waksberg, M.D.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Reifman & Glass                                         $500,000
30300 Northwestern Highway
Suite 301
Farmington, MI 48334

Franchise Tax Board                                     $270,106
Special Procedures -
Insolvency
P.O. Box 2952
Sacramento, CA 95812-2952

Farkas, Glenn                                           $250,000
6546 Firmament Avenue
Van Nuys, CA 91406

Pomeroy, Keith                                          $200,000

Whitehaven P.I. Fund                                    $120,000

Pre-Settlement Funding                                  $108,000

Hoge Fenton Jones & Appel                                $75,614

Pomeroy Investment Corp.                                 $61,065

Express Lawsuit LLC                                      $56,000

Gerstein, Robert S.                                      $48,448

Acount Funding, Inc.                                     $14,019

Knapp, Judy                                              $14,000

Rutter Hobbs & Davidoff, Inc.                            $13,652

Schwartz, Kelley & Otarz                                 $11,000

Parker, Mills & Patel                                    $11,000

JAMS                                                      $8,509

Gittler & Bradford                                        $8,369

Weiselman, David                                          $8,000

Mark Nachman                                              $7,500

LA & OC Adjustment Bureau                                 $6,921


NALCO CO: S&P Holds B+ Corp. Credit Rating with Stable Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Naperville, Illinois-based Nalco Co. to positive from stable and
affirmed the existing 'B+' corporate credit and other ratings.

The outlook revision recognizes the potential for further
meaningful improvement of key cash flow protection measures.

"The ratings could be raised within the next two years, if
business conditions and financial prospects are supportive of a
continued strengthening of credit quality metrics," said
Standard & Poor's credit analyst Wesley E. Chinn.

The overall creditworthiness of Nalco, a subsidiary of Nalco
Finance Holdings LLC, reflects very aggressive debt leverage,
challenging industry conditions in the paper chemicals business,
and mature markets in certain geographic regions, especially
Europe.  Partially offsetting these weaknesses are Nalco's strong
competitive position in water treatment and process chemicals,
respectable operating margins, and its ability to generate
meaningful discretionary cash flows, which are being used for debt
reduction.

The ratings incorporate Nalco's position as a global leader in
providing raw water and wastewater treatment, process improvement
services, and chemicals and equipment programs for offerings that
are technology- and service-intensive.  Nalco's well-established,
defensible business position underpins a solid track record of
operating profitability.  Even when key end-markets experience
cyclical downturns, results exhibit a meaningful degree of
stability, indicating the resilience of this specialty chemicals
service business.  The industrial and institutional business is
solid, and Nalco's energy services customers are experiencing
strong industry conditions.

However, overall revenue and earnings prospects are tempered by
difficult operating conditions for the paper services segment,
which continues to face a generally weak competitive pricing
environment, especially in Europe.

Ongoing cost-saving projects, the energy services business
operating at a high rate, and organic growth in industrial and
institutional services, especially in international markets,
enhance Nalco's proven cash-generating capability.  Moreover,
additional debt reduction is likely in 2007.  The ratings could be
raised within the next 18 to 24 months, depending in part on the
extent of the improvement in cash flow protection and debt
leverage measures.

Also key to an upgrade is the continuation of business prospects
and financial policies that support Nalco's achieving and
maintaining the ratio of funds from operations to total adjusted
debt approaching 15%.


NASDAQ STOCK: Makes $250 Mil. Partial Prepayment of Sr. Bank Debt
-----------------------------------------------------------------
The NASDAQ Stock Market Inc. is repaying $250 million of its
senior bank debt issued to finance acquisitions.  Nasdaq said this
is an early partial prepayment, made from the company's available
cash resources; it will not trigger a prepayment penalty.

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.

                           *     *     *

Standard & Poor's Ratings Services lowered in May 2006 its
long-term counterparty credit rating and bank loan rating on
The Nasdaq Stock Market Inc. to 'BB+' from 'BBB-'.  The company
was removed from CreditWatch Negative, where it was placed on
April 11, 2006.  S&P said the outlook is developing.

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.


NEVADA DEPARTMENT: Fitch Cuts Rating on $445.8-Mil. Bonds to B3
---------------------------------------------------------------
Moody's has downgraded the underlying rating on the Nevada
Department of Business and Industry's $445.8 million Las Vegas
Monorail Project Revenue Bonds, First Tier Series 2000 to B3 from
Ba1.

This concludes our Watchlist review initiated on Oct. 24, 2006.

The rating outlook is negative.

The rating downgrade and negative outlook reflect the
significantly below forecasted performance of both ridership and
revenues and the expected depletion of a substantial amount of the
Monorail's remaining working capital reserves this year.  The
rating also reflects our expectation that the system will be
challenged to achieve the growth in ridership and revenues
necessary to achieve financial self-sufficiency and meet its debt
obligations debt service obligations through 2009 and beyond.

The First Tier bonds are insured by Ambac and as such carry an
insured rating of Aaa. Moody's will continue to maintain an
underlying rating on the First Tier bonds.  The 2nd Tier bonds
outstanding in the amount of $148 million are unrated and are
subordinated to the prior payment of 1st Tier debt service as well
as debt service reserve fund replenishment in the flow of funds
established in the Bond Indenture.

Legal security:

The bonds are secured by a first lien on the net revenues of the
Monorail system.

Interest rate derivatives:

None.

Strengths:

   * The Monorail serves many Las Vegas Strip hotels, attractions
     and the well- utilized convention center and helps alleviate
     traffic congestion

   * Moody's estimates that the system has sufficient cash
     balances and reserves to cover 1st and 2nd Tier debt service
     through 2009

   * System operations are reliable and operating expenses are
     trending lower than budgeted in FY 2006

   * Strong legal provisions in the financing documents include
     the obligation to hire an independent consultant if the rate
     covenant is not met and increase fares to meet payment
     obligations

Challenges:

   * Ridership and revenues continue fall far below the original
     forecast and the system has limited economic ability to
     increase fares due to new competing alternatives along the
     Strip

   * At current ridership and revenue levels the system will
     deplete all reserves by 2009 with a payment default
     anticipated by FY 2010 once reserves are exhausted.
     Dramatic revenue growth is needed to support operations and
     First Tier debt service

   * Operating revenues for FY 2006 are 59% of budgeted amounts
     primarily due to lower ridership and fare revenue, but also
     due to lower than expected advertising revenue

   * Debt service payments grow steadily over time

Recent developments:

A sizeable fare increase to $5.00 per ride from $3.00 was
implemented in January 2006.  Combined with the introduction of
double decker bases along the Las Vegas Strip by Clark County,
which have seen an increased ridership of 2,000 per day, the
66% fare increase contributed to a ridership decline of 25% for FY
2006.

FY 2006 project revenues and an additional $11.2 million in
liquidated damages payment from Bombardier for periods after
January 2004 when the system was not operational or not performing
according to contract specifications will cover expenses and debt
service, but not covenanted coverage of 1.4x for the 1st Tier
bonds.  The Monorail used $10 million of these settlement payments
to pay expenses in FY 2005, which combined with farebox and
advertising revenue was sufficient to pay operating expenses and
1st and 2nd Tier debt service.

The FY 2007 budget assumes that operating revenues will increase
by 10.5% over the estimated $34 million expected in FY2006.  This
assumes a ridership gain of 7% over FY 2006, which Moody's thinks
may be somewhat optimistic.  Operating expenses are estimated to
increase by 6.3%, largely due to insurance and marketing and
advertising costs.

The Monorail is continuing to pursue new advertising revenues,
including the development of partnerships with travel and ticket
brokers in order to bolster operating revenues. Going forward
Moody's expects that the Monorail will have sufficient cash
reserves, including the use of the DSRF, to cover any operating
deficits and debt service through 2009.  Beyond FY 2009, absent a
significant increase in operating revenues or a debt
restructuring, Moody's expects that the Monorail may have a debt
payment default.  The B3 rating continues to acknowledge the
system's improved record of safety and reliability since
restarting operations in late Dec. 2004.

Maintenance of the B3 rating assumes the Monorail will continue to
perform at or near full system availability and that sufficient
revenues will be available to pay debt service of the 1st Tier
bonds.

Pursuant to the Indenture if it fails to meet its rate covenant
the Monorail must hire an independent traffic and revenue
consultant to make recommendations as to how to comply with the
covenants.  The company is in the process of soliciting proposals
in consultation with AMBAC and expects to hire a consultant in
December.

Market Position and Competitive Strategy:

Significant improvements in ridership needed to support operations
and debt service.

Moody's breakeven analysis indicates that the Monorail would need
to generate at least $60 million in revenues to support operating
expenses, First Tier debt service and Second Tier debt service  in
2007, or nearly twice as much as the $34 million in operating
revenues expected in FY 2006.

In Moody's view, this represents a significant challenge that will
depend on continued system safety and availability and the success
of ongoing marketing initiatives in coordination with hotel
properties and the convention center that are expected to boost
ridership and revenues over the next few years.

Financial position and performance:

Existing reserves available for operations and debt service.

The Monorail has cash and reserves equal to roughly $60 million to
pay for operating deficits and debt service on First Tier and
Second Tier bonds.  Reserves include $21 million in General Funds
as well as $3.9 million in excess construction funds.  The 1st
Tier bonds have a $41.9 million Debt Service Reserve Fund, half of
which is in the form of a surety provided by AMBAC.  The 2nd Tier
bonds have a $14.2 million DSRF, which is available only to those
bonds.

Capital program:

No borrowing plans at this time.

The Monorail is operating reliably and currently has no
significant capital projects planned and no borrowing is expected,
though a possible extension of the Monorail to Las Vegas McCarran
International Airportis actively being considered.

Background:

The project bonds were issued in 2000 to finance the construction
of the Monorail system on the east side of the Las Vegas Strip
through a loan agreement between the issuer and the Las Vegas
Monorail Corporation, a non-profit public benefit corporation
governed by a five-member Board appointed by the Governor.  The
project was additionally financed through the issuance of
$146 million Second Tier bonds and $48.5 million Subordinate
Bonds, which are not rated by Moody's.

A delayed opening in July 2004 and subsequent shut down of
operations from September 8th through Dec. 24th, 2004 due to
mechanical problems produced significantly weaker than expected
ridership and revenue results during the first months of
operation.

Outlook:

The negative outlook is based on Moody's expectation that
ridership and revenues will likely remain significantly below
original forecasted levels, and the Monorail will need a
significant continued ramp up in ridership and revenues in order
to meet operating and debts service obligations over the next
several years.

What could change the rating - up

The rating could improve if ridership and revenues grow
dramatically over the course of the next year and are sufficient
to pay annual operating expenses and debt service.

What could change the rating - down

The rating could drop further, absent an improvement in ridership
and growth in revenues necessary to support operating expenses and
First Tier debt service.

Key indicators:

   -- System type: Mass transit 4.2-mile elevated monorail train,
      with 7 stations, directly accessible by 8 hotels and
      convention center

   -- Bond security: First lien on monorail system net revenues

   -- Ridership: 9.4 million FY 2005

   -- Ridership: 6.5 million projected FY 2006

   -- Ridership: 7.4 million forecasted FY 2007

   -- Total revenues: $34.3 million expected FY 2006

   -- Total revenues: $37.5 million budgeted FY 2007

   -- Farebox revenues: $ 27.4 million expected FY 2006

   -- Farebox revenues: $ 28.7 million budgeted FY 2007

   -- Per ride fare: $5.00 (up from $3.00 effective in January,
      2006)

   --Rate covenant: 1.4 times

   -- First Tier Revenue Bonds outstanding: $445.8 million

   -- Total revenue bonds outstanding: $640.3 million


NEW YORK IDA: Moody's Junks Rating on $40-Mil. Facility Bonds
-------------------------------------------------------------
Moody's Investors Service assigned ratings of Caa1, LGD5, 88% to
the approximately $40 million of Special Facility Revenue Bonds,
Series 2006 to be issued by the New York City Industrial
Development Agency.

The Caa1 rating is the senior unsecured debt rating of JetBlue, as
the obligor of the JFK Facility Bonds.

Moody's affirmed the B2 corporate family rating for JetBlue
Airways Corporation.

The outlook remains negative.

Under the structure, JetBlue will enter into a series of leases
with the NYC Agency whereby payments from JetBlue will be passed
through to JFK Facility Bond holders.  In addition, JetBlue will
unconditionally guarantee the timely payment of interest and
principal of the bonds.

Using Moody's Loss Given Default methodology, a LGD5 bucket
implies that holders of a JetBlue senior unsecured claim could
expect to experience a loss of between 70 and 90% in the event of
a default.  The Caa1 rating reflects the subordination of a senior
unsecured claim at JetBlue to the substantial amount of secured
debt in JetBlue's capital structure.

The JFK Facility Bonds will be issued to reimburse JetBlue for a
portion of the cost of construction of an airport facility that
was substantially completed in June 2005 and is in use by JetBlue
Airways Corporation at the JFK International Airport.  While the
Bonds are secured by a leasehold mortgage interest in the land and
building improvements, Moody's views such security as having very
limited value for bond holders.

In the event of default, The Port Authority of New York and New
Jersey would fully control critical decisions such as the
potential re-assignment of the lease, although The Port Authority
is required to adhere to certain standards as defined in the
documents.

"Because the holders of the JFK Facility Bonds do not have full
control of the collateral and the holders would more likely pursue
claims under the guaranty, Moody's views these obligations as a
senior unsecured claim of JetBlue Airways", according to Bob
Jankowitz at Moody's Investors Service.

JetBlue's B2 corporate family rating reflects the airline's low-
cost operations combined with an appealing product and strong
brand image among consumers that provide it with a competitive
advantage among air carriers in its high-density core markets.
Nonetheless, rapid growth in the mostly debt-financed aircraft
fleet, with operating margins low even by airline standards, have
resulted in credit metrics that are weak for the current B2 rating
category.

"Although recent results showed some promise, a further ratings
downgrade is possible absent improvement in key credit metrics
including EBIT margin consistent with other B2 rated issuers, and
EBIT to interest to sustainably greater than 1.0x", adds Bob
Jankowitz at Moody's .

The negative outlook reflects Moody's concerns that the company
could face challenges executing its growth strategy with a new
aircraft type, and returning to profitability over the near term
while operating in the still high fuel cost environment.  The
rating outlook could be stabilized if substantial improvements to
its operating results occur, including an EBIT margin greater than
7% over time and EBIT to interest expense sustainably greater than
1.5x, as well as a successful integration of the E190 aircraft.

Ratings assigned:

   * New York City Industrial Development Agency Special Facility
     Revenue Bonds, Series 2006 (JetBlue Airways Corporation
     Project) rated at Caa1, LGD5, 88%.

JetBlue Airways Corporation is headquartered in Forest Hills, New
York.


NEW YORK IDA: S&P Places B Rating to $40-Mil. Facility Bonds
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
$40 million of New York City Industrial Development Agency special
facility revenue bonds, series 2006, maturing on May 15, 2021, and
May 15, 2030; the amount for each maturity have yet to be
determined.

The bonds, which will be used to finance a hangar and other
facilities, will be serviced by payments made by JetBlue Airways
Corp. under a lease between the airline and the agency.

"The JFK airport bonds are rated at the same level as the
corporate credit rating on JetBlue because bondholders have the
benefit of a security package not available to general unsecured
creditors," said Standard & Poor's credit analyst Betsy Snyder.

Standard & Poor's believe there is a substantial risk that, if
challenged, the facility lease under which the Industrial
Development Agency leases the land and facilities to JetBlue would
be recharacterized as a financing in any JetBlue bankruptcy
reorganization, which occurred in the case of a substantially
similar lease and special facility revenue bonds in United Air
Lines Inc.'s bankruptcy.  In the event of a JetBlue bankruptcy,
bondholders should nonetheless benefit from guarantees of the
bonds by JetBlue, which are secured by JetBlue's leasehold
interest in the facilities lease.

The 'B' long-term corporate credit rating on JetBlue reflects a
weaker financial profile after losses that began in 2005, with
only modest improvement expected over the near to intermediate
term; and the inherent risk characteristics of the U.S. airline
industry.

Ratings also incorporate the company's relatively low operating
costs, despite ongoing high fuel prices,  and continuing high
demand for its product offering.  Since the second half of 2004,
the company's results have been hurt by high fuel prices, with
only minimal fuel hedges in place as an offset.

JetBlue has instituted a "Return to Profitability" plan that
includes the sale of five A320 aircraft in the latter half of
2006, the deferral of 12 A320 aircraft that had been scheduled for
delivery in the 2007-2009 period to 2011-2012, further aircraft
sales and yet to be determined, and a greater focus on short- to
medium-haul flying, all of which will slow down the company's
growth rates from previously expected levels.  The plan also
includes revenue enhancements and nonfuel cost reductions.

JetBlue's costs are expected to remain under pressure as long as
fuel prices remain high.  However, the company's credit ratios are
expected to improve modestly over the near to intermediate term as
benefits from its Return to Profitability plan are realized.  If
the company were to experience material losses, the outlook could
be revised to negative.  Revision to a positive outlook is not
considered likely.


NOMURA HOME: DBRS Rates $6.4-Million Class N3 Certs. at BB
----------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the Net
Interest Margin Notes, Series 2006-FM2 issued by Nomura Home
Equity Loan NIM 2006-FM2.

   -- $29.6 million Class N1 rated at A (low)
   -- $9.7 million Class N2 rated at BBB (low)
   -- $6.4 million Class N3 rated at BB

The NIM Notes are backed by a 100% interest in the Class X and
Class P Certificates issued by Nomura Home Equity Loan, Inc., Home
Equity Loan Trust, Series 2006-FM2.  The Class X Certificates will
be entitled to all excess cash flows of the respective loan groups
in the underlying trust, and the Class P Certificates will be
entitled to all prepayment premiums or charges received in respect
of the mortgage loans.  The NIM Notes will also be entitled to the
benefits of a NIM Cap Agreement with HSBC Bank USA, NA.

The Trust will receive funds should LIBOR exceeds 5.32% per
annum subject to a ceiling of 9.50% per annum.  In addition, the
NIM Notes will benefit from an underlying swap agreement, an
underlying interest rate cap agreement and an underlying basis
risk cap agreement with HSBC Bank USA, NA.

Payments on the NIM Notes will be made on the 25th of each month
commencing in November 2006.  The interest payment amount will be
distributed to the Noteholders, followed by the principal payment
amount to the Noteholders until the principal balance of the NIM
Notes is reduced to zero.  Any remaining amounts may be paid to
holders of preference shares, which are not rated by DBRS.


NOVELIS CORPORATION: Moody's Affirms Corp. Family Rating at B1
--------------------------------------------------------------
Moody's Investors Service confirmed Novelis Inc.'s corporate
family rating at B1, and its B1 PDR and also confirmed the Ba2
rating on its $500 million senior secured credit facility, and the
Ba2 rating on its senior secured term loan.  The $1.4 billion
senior unsecured notes were upgraded from B3 to B2.

Moody's also confirmed the Ba2 senior secured term loan rating for
Novelis Corporation, guaranteed by Novelis Inc.

At the same time, Moody's changed Novelis's speculative grading
liquidity rating to SGL-2 from SGL-4.

The outlook is stable.

This concludes the review of debt ratings for possible downgrade,
initiated on May 16, 2006, after Novelis's disclosure to further
delay the filing of its financial statements, the downgrade review
of which continued after Novelis's long term debt ratings were
downgraded on Sept. 5, 2006.

The confirmation reflects the progress Novelis has made in getting
current on its financial reporting requirements and the
elimination of any potential default under the senior unsecured
notes, which could have forced an acceleration of payment.

In addition, the confirmation reflects Novelis's substantial
global footprint in the aluminum rolled products industry and
Moody's expectation that improving performance will be evident in
2007 as the negative drag of the can price ceiling diminishes on
contract restructuring.

The upgrade of the senior unsecured notes reflects their improved
standing in the waterfall under Moody's loss given default
methodology following further paydown in the secured term loans
and the increased proportion of these unsecured notes in the
capital structure.

The B1 corporate family rating reflects the challenges Novelis is
facing in its 2006 performance and the resultant deterioration in
earnings and debt protection metrics.  Novelis' performance has
suffered due to its remaining exposure to certain can contracts
with price ceilings and the worse-than-expected impact of the
differential between used beverage can prices and primary aluminum
prices.

In addition, the rating considers the increased cost profile from
both an operational perspective and as a result of the increased
costs associated with the review and restatement of Novelis's
financial statements since its spin-off from Alcan, the increased
interest costs due to waivers required under the bank agreements,
and the step-up in the interest rates on the notes due to non-
registration.  However, the rating acknowledges the company's
substantive global position in the aluminum rolled products
markets and its debt reduction performance since its spin-off from
Alcan.

Moody's sees 2006 as a transition year for Novelis both
operationally and from a management and reporting perspective.
With the delayed filing and restatement of financial statements
now behind the company, as well as the weak performance through
the first three quarters of 2006, which resulted largely from
price caps on some of its can sheet contracts, Moody's expects
improved operating margins and a continued focus on debt reduction
throughout 2007.

The stable outlook reflects Moody's expectation that the current
favorable business environment for aluminum rolled products for
aerospace, automotive, commercial construction and industrial
applications will continue into 2007 allowing for improved
earnings and cash flow generation.

Moody's also expects that losses associated with certain contracts
with price ceilings, recorded at approximately $115 million for
the 2006 third quarter alone, will be significantly reduced as
roughly half of the affected contracts move to more market based
pricing in 2007.

Moody's also believes that hedging strategies implemented in the
third quarter should help mitigate the degree of exposure to
losses on the remaining contracts.

The change to SGL-2 reflects Novelis's improved liquidity after
the timely filing of its third quarter 10-Q and the improved
cushion under its renegotiated financial covenants in its bank
revolver and term loan facilities.  The SGL-2 rating also captures
the expectation that, despite negative free cash flow generation
in Q2 and Q3, 2006, the company will demonstrate improved
performance in 2007 as a substantial portion of contracts with
price ceilings begin to move to a more market based pricing.

   * Novelis Inc:

   * Ratings Confirmed:

      -- Corporate Family Rating, B1

      -- Probability of default rating. PDR-B1

      -- Graduated. Sr. Sec. Revolving Credit Facility, Ba2,
         LGD2, 24%

      -- Graduated Sr. Sec Term Loan B, Ba2, LGD2, 24%

   * Ratings Upgraded

      -- Sr. Global Notes to B2, LGD5, 74% from B3, LGD5, 76%

      -- Speculative Grade Liquidity Rating to SGL-2 from SGL-4

   * Novelis Corporation

   * Ratings Confirmed

      -- Graduated. Sr. Sec Term Loan B Ba2, LGD2, 24%

Headquartered in Atlanta, Georgia, Novelis is a largest producer
of aluminum rolled products.  In 2005, the company had total
shipments of approximately 3.1 million tons and generated
approximately $8.3 billion in revenues.


OAK PARK: Case Summary & Largest Unsecured Creditor
---------------------------------------------------
Debtor: Oak Park Bright Child LP
        618 Lindero Canyon Drive
        Oak Park, CA 91377

Bankruptcy Case No.: 06- 12172

Type of Business: The Debtor operates a family entertainment
                  center.

Chapter 11 Petition Date: November 20, 2006

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Peter T. Steinberg, Esq.
                  Steinberg, Nutter and Brent
                  23801 Calabasas Road, Suite 2031
                  Calabasas, CA 91302
                  Tel: (818) 876-8535

Estimated Assets: $1 Million to $2 Million

Total Debts: $97,138

Debtor's Largest Unsecured Creditor:

   Entity                                           Claim Amount
   ------                                           ------------
   Pacific Capital Management                            $97,138
   1400 Rocky Ridge Drive #250
   Roseville, CA 95661


OM GROUP: S&P Holds B Rating & Revises Outlook to Positive
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on OM Group
Inc. to positive from stable.

Standard & Poor's  also affirmed the 'B+' corporate credit rating
on this Cleveland, Ohio-based company.

The outlook revision reflects the potential for a strengthening of
the business risk profile as management invests the proceeds from
the planned sale of its nickel assets into businesses capable of
delivering more stable and predictable earnings.

"Moreover, there are indications that management's financial
policies and approach to strategic acquisitions favor less
reliance on debt as it transforms OM Group's business model," said
Standard & Poor's Ratings Services credit analyst Wesley E. Chinn.


OPEN TEXT: Earns $7.3 Mil. in First Fiscal Quarter Ended Sept. 30
-----------------------------------------------------------------
Open Text Corp. filed its first fiscal quarter financial
statements ended Sept. 30, 2006, with the Securities and Exchange
Commission Nov. 9, 2006.

Total revenue for the first quarter was $101.2 million,
compared with $92.6 million for the same period in the prior
fiscal year.  License revenue in the first quarter was
$28.8 million, compared with $24.9 million in the first quarter of
the prior fiscal year.

Adjusted net income in the quarter was $12.2 million compared
with $6.3 million for the same period in the prior fiscal year.
Net income in accordance with U.S. generally accepted accounting
principles was $7.3 million, compared with a net loss of
$12.9 million for the same period in the prior fiscal year.

The cash, cash equivalents and short-term investments balance as
of Sept. 30, 2006, was $111.2 million.  Accounts receivable as
of Sept. 30, 2006, totaled $76.7 million, compared with
$73.6 million as of Sept. 30, 2005, and Days Sales Outstanding
was 68 days in the first quarter of fiscal 2007, compared with
71 days in the first quarter of fiscal 2006.

Operating cash flow in the first quarter of fiscal 2007 was
$9.6 million compared with $300,000 in the first quarter of
fiscal 2006.

"With the addition of Hummingbird, we are the largest
independent ECM provider.  The combination of deep vertical
solutions expertise, market independence and the ability to
leverage Microsoft, Oracle and SAP, allows us to scale to the
enterprise, offering customers comprehensive solutions and the
capability of implementing an enterprise wide ECM strategy," Open
Text president and chief executive officer John Shackleton said.

"Now that we have completed the Hummingbird acquisition, our
focus is on integrating the two organizations as quickly and
smoothly as possible," Mr. Shackleton said.

The majority of Hummingbird's integration will be completed
during the second quarter of fiscal 2007, which ends on
Dec. 31, 2006.  As part of the integration, Open Text is
reducing its worldwide workforce of 3,500 people by
approximately 15%.  The restructuring actions commenced in October
2006 and to date, approximately 60 percent of these reductions
have been completed.  The remaining staff reductions are expected
to be completed by the end of November 2006.  The staff reductions
will be focused on redundant positions or areas of the business
that are not consistent with the company's strategic focus.  Open
Text is also reducing 38 facilities by closing or consolidating
offices in certain locations.

"Actions are well underway to rationalize staff levels and
consolidate facilities to meet our operating goals.  Based on our
expected run-rate in our second quarter, these actions will
result in savings of approximately $50 million for the current
fiscal year and on an annualized basis, approximately
$80 million beginning in fiscal 2008," Open Text chief financial
officer Paul McFeeters said.

At Sept. 30, 2006, the Company's balance sheet showed
$665.392 million, $193.251 million in total liabilities,
$6.025 million in minority interest, and $466.116 million
in total shareholders' equity.

Full-text copies of the Company's first fiscal quarter financials
are available for free at http://ResearchArchives.com/t/s?157c

Headquartered in Waterloo, Ontario, Open Text Corp.
(NASDAQ: OTEX, TSX: OTC) -- http://www.opentext.com/-- provides
Enterprise Content Management solutions that bring together
people, processes and information in global organizations.  The
company supports approximately 20 million seats across 13,000
deployments in 114 countries and 12 languages worldwide.  It has
a field office in Mexico.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 18, 2006,
Moody's Investors Service assigns a first-time Ba3 rating to the
senior secured facilities and B1 rating to the corporate family
of Open Text Corp.


ORION HEALTHCORP: Posts $488,000 Net Loss in 2006 Third Quarter
---------------------------------------------------------------
Orion HealthCorp, Inc., incurred a $488,000 net loss for the third
quarter ended Sept. 30, 2006, compared with a net loss of
$6.1 million for the prior year period.  The net loss for the
three-month period ended Sept. 30, 2005, included a loss from
operations of discontinued businesses of $4.2 million.

For the three months ended Sept. 30, 2006, net operating revenues
were $7.5 million compared with $7.3 million for the same period
in the prior year.

At Sept. 30, 2006, the Company's balance sheet showed $19,777,000
in total assets, $9,427,000 in total current liabilities,
$3,940,000 in long-term liabilities and stockholders' equity of
$6,410,00.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?158c

Terrence L. Bauer, chief executive officer of Orion HealthCorp,
said, "We believe that these results reflect the continued
improvement in the financial performance of our company.  We
remain focused on building our core business, providing billing
and collection services and practice management solutions to
physicians, both through organic growth and strategic acquisition.
Demand for revenue cycle management services continues to grow as
there is escalating pressure on physicians to operate more
efficiently and outsource the management of billing and
collections. Furthermore, the quantity and quality of acquisition
opportunities in our pipeline continue to improve as market
consolidation activity remains robust."

The results for the three months ended September 30, 2006 and
2005, respectively, include the consolidated results of Orion
HealthCorp, with two of its business units: Integrated Physician
Solutions, Inc., which provides business and management services
to pediatric physician groups, and Medical Billing Services, Inc.,
which provides physician billing and collection services and
practice management solutions, primarily to hospital-based
physicians. The surgery center business operated under the name
"SurgiCare" is reported as discontinued operations for the three
months and nine months ended Sept. 30, 2006 and 2005.

                     Going Concern Doubt

UHY Mann Frankfort Stein and Lipp CPAs, LLP, in Houston, Texas,
raised substantial doubt about Orion HealthCorp's ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the Company's recurring
losses from operations and negative cash flows.

                    About Orion HealthCorp

Orion HealthCorp, Inc. -- http://www.orionhealthcorp.com/--  
provides complementary business services to physicians through
three business units: SurgiCare, Inc., serving the freestanding
ambulatory surgery center market; Integrated Physician Solutions,
Inc., providing business services to pediatric practices and
technology solutions to general and specialized medical practices;
and Medical Billing Services, Inc., providing physician billing
and collection services and practice management solutions to
hospital-based physicians.


ORION HEALTHCORP: Special Stockholders' Meeting Set for Nov. 27
---------------------------------------------------------------
A special meeting of stockholders of Orion HealthCorp, Inc., will
be held on Nov. 27, 2006, at 8:00 a.m. local time, at 1805 Old
Alabama Road in Roswell, Georgia.

During the meeting, stockholders will be asked to consider and
vote upon a proposal to:

     1. amend the Company's certificate of incorporation to
        increase the aggregate number of shares of its authorized
        capital stock from 117,000,000 shares to 370,000,000
        shares;

     2. amend the Company's certificate of incorporation to
        increase the number of shares of Class A Common Stock
        authorized and available for issuance from 70,000,000
        shares to 300,000,000 shares;

     3. amend the Company's certificate of incorporation to
        authorize 50,000,000 shares of a new class of common
        stock, Class D Common Stock, which is convertible into its
        Class A Common Stock, and to provide for the rights and
        preferences of the Class D Common Stock;

     4. issue shares of the Company's Class D Common Stock to
        investors in a private placement;

     5. issue warrants to purchase shares of Class A Common Stock
        to an investor in a private placement;

     6. issue shares of the Company's Class A Common Stock as a
        portion of the consideration to be paid for the
        acquisition of a medical billing services business;

     7. amend the Company's 2004 Incentive Plan to increase the
        number of shares of its Class A Common Stock available for
        grants under the 2004 Incentive Plan from 2,200,000 shares
        to such number of shares representing 10% of its
        outstanding Class A Common Stock as of the date of closing
        of the private placement, on a fully diluted basis taking
        into account the shares issued in the private placement
        and the Rand acquisition, and to increase the maximum
        number of shares that can be granted to a participant in
        any calendar year under the 2004 Incentive Plan from
        1,000,000 shares to 3,000,000 shares.

Stockholders of record at the close of business on Oct. 20, 2006
are the stockholders entitled to vote at the Special Meeting.

                     Going Concern Doubt

UHY Mann Frankfort Stein and Lipp CPAs, LLP, in Houston, Texas,
raised substantial doubt about Orion HealthCorp's ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the Company's recurring
losses from operations and negative cash flows.

                    About Orion HealthCorp

Orion HealthCorp, Inc. -- http://www.orionhealthcorp.com/--  
provides complementary business services to physicians through
three business units: SurgiCare, Inc., serving the freestanding
ambulatory surgery center market; Integrated Physician Solutions,
Inc., providing business services to pediatric practices and
technology solutions to general and specialized medical practices;
and Medical Billing Services, Inc., providing physician billing
and collection services and practice management solutions to
hospital-based physicians.


OWENS CORNING: Can Enter Into Waiver Letter With JPMorgan
---------------------------------------------------------
The Honorable Judith Fitzgerald of the U.S. Bankruptcy Court for
the District of Delaware authorizes Owens Corning and its debtor-
affiliates to enter into a Waiver Letter with JP Morgan
Securities, Inc., and to pay associated fees pursuant to the
Equity Commitment Agreement.

As reported in the Troubled Company Reporter on Nov. 20, 2006, the
occurrence of the effective date of the Debtors' Sixth Amended
Plan of Reorganization is premised, among others, by the
consummation of transactions contemplated in the Debtors' equity
commitment agreement with J.P. Morgan Securities, Inc.

The Equity Commitment Agreement contemplates a $2,187,000,000
rights offering, whereby certain holders of eligible Owens
Corning bond and other unsecured claims would be offered the
opportunity to subscribe for up to their pro rata share of
72,900,000 shares of Reorganized Owens Corning common stock at
$30 per share.  JPMorgan will purchase the unsold shares.

The Rights Offering has since been fully consummated, and about
2,900,000 shares of Reorganized Owens Corning stock were
purchased.

The Equity Commitment Agreement requires as a condition precedent
to JPMorgan's funding obligation that the order confirming the
Sixth Amended Plan will have become final.  JPMorgan may
terminate the Agreement on or after Oct. 31, 2006, unless the
Debtors, among other things, pay a $30,000,000 extension fee to
extend the commitment until December 15.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that the Debtors and the other Plan Proponents
intend to close the Equity Commitment Agreement and pursue the
effective date of the Plan by Oct. 31, 2006, so the Debtors will
be able to make on that date or as soon thereafter as practicable,
all payments or other distributions contemplated
in the Plan.

To avoid any potential termination of the Equity Commitment
Agreement, the Debtors would potentially have little choice but to
pay JPMorgan the extension fee, Mr. Pernick notes.

The Debtors, after consulting their co-Proponents and other key
constituents, entered into a waiver letter with JPMorgan,
pursuant to which the Investor will waive the funding requirement
that the Confirmation Order become final.  In exchange, the
Debtors will pay JPMorgan $15,000,000.

The Waiver Fee will be considered a partial prepayment of, and
credited in full against the payment of, the Extension Fee in the
event the Debtors seek an extension of the commitment, Mr.
Pernick says.  Mr. Pernick notes that if the Debtors emerge from
bankruptcy on October 31, their estates will save a substantial
sum by avoiding the need to pay the entire extension fee.

Mr. Pernick adds that the Waiver Letter has the support of various
other key constituents, including the Asbestos Claimants
Committee, the Future Claims Representative, and the Ad Hoc
Bondholders' Committee.

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


OWENS CORNING: Wants $2,000,000 Louisiana Accord Approved
---------------------------------------------------------
Owens Corning and its debtors-affiliates ask the Honorable Judith
Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware to approve their settlement agreement with the state of
Louisiana.

The Settlement Agreement relates to Louisiana's Claim No. 7827,
which was asserted against Owens Corning in April 2002 on account
of certain alleged asbestos-related property damage, Kathleen P.
Makowski, Esq., at Saul Ewing LLP, in Wilmington, Delaware,
notes.

The Settlement Agreement, if approved by the Court, will result
in a substantial reduction of the claim amount from approximately
$582,000,000 to $2,000,000, Ms. Makowski tells the Court.

Pursuant to Court Management Procedures for Asbestos PD Claims,
Louisiana provided documentation in 2003 to support Claim No.
7827, and projected that the claim amount should be approximately
$68,000,000.

In 2005, the Debtors objected to Louisiana's Claim.

After several months of negotiation, the Debtors and Louisiana
agreed to resolve the Claim.

The Debtors agree to the allowance of Louisiana's Claim as a
general unsecured non-priority claim solely against Owens Corning
for $2,000,000.  As a precondition to receiving payment on its
Claim, Louisiana will release Owens Corning from any liability
for asbestos-related property damage.

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


OZBURN-HESSEY: 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 Ozburn-Hessey Holding
Company, LLC.

In addition, Moody's revised 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               B3       B1      LGD2       29%

   Guaranteed Senior
   Secured Term Loan
   Due 2012               B3       B1      LGD2       29%

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 Brentwood, Tennessee, Ozubrn-Hessey Holding Company, LLC
provides supply chain management services from a network of
distribution facilities throughout the US.  Ozburn-Hessey
maintains about 21 million sq. ft. of warehouse space.  Customers
include companies in the consumer products, electronics, food
service, manufacturing, and pharmaceutical industries.


PACER 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
confirmed its Ba3 Corporate Family Rating for Pacer International,
Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Guaranteed Senior
   Secured Amortized
   Term Loan
   Due 2010               Ba3      Ba2     LGD2       28%

   Guaranteed Senior
   Secured Revolving
   Credit Facility
   Due 2008               Ba3      Ba2     LGD2       28%

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 Concord, California, Pacer International, Inc. --
http://www.pacer-international.com/-- through its subsidiaries,
operates as a non-asset based logistics provider in North America.
Its wholesale segment provides logistics services, including
intermodal rail transportation and local cartage services
primarily to intermodal marketing companies, large automotive
intermediaries, and international shipping companies. The retail
segment provides rail brokerage, truck brokerage and truck
services, international freight forwarding services, warehousing
and distribution services, and supply chain management services
primarily to end-user customers.


PEP BOYS: Improved Profitability Cue S&P's Outlook Revision
-----------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook for
Philadelphia-based auto parts retailer Pep Boys-Manny, Moe & Jack
to stable from negative.

At the same time, the 'B-' corporate credit and all other ratings
were affirmed.

"The outlook revision reflects the company's recent improvement in
profitability and operating trends," said Standard & Poor's credit
analyst Stella Kapur.

While top-line revenue for the first nine months ended
Oct. 28, 2006, was flat year-over-year at $1.69 billion,
profitability improved due to higher gross margins in the
merchandise segment.  However, it is important to note that the
prior year was an easy comparison, given that Pep Boys' revenue
and EBITDA had declined 1.7% and 51%, respectively in 2005.

The improvement in gross margins was mainly attributable to
reduced promotional activity, a marginal increase in tire prices,
and changes in products and product sourcing. As a result, EBITDA
for the first three quarters of 2006 was $78 million, up 23% from
a year earlier.

Although gross margins have improved in recent quarters, it will
be challenging for the company to achieve further meaningful
margin expansion without generating more sales growth, given the
tough environment.  Also, Pep Boys' store base still needs
significant reinvestment, which makes it tougher for the company
to compete for customers.

Still, the recent improvement in gross margin and reduction in
debt by $60 million since 2005 have resulted in some recovery in
credit metrics.  Total lease-adjusted debt to EBITDA at Oct. 28,
2006, was 7.6x, compared with 9.4x at the end of 2005.  Debt to
EBITDA is anticipated to improve to the mid- to high-6x area by
the end of 2006.

The ratings on Pep Boys reflect weak operating trends, the risks
of operating in the highly competitive and consolidating auto
parts retail sector, a highly leveraged capital structure, and
somewhat limited financial flexibility.  The company faces
considerable challenges and needs to turn around its service
segment and reinvest capital in its store base.


PHILLIPS-VAN HEUSEN: Earns $50.8 Million in Third Quarter of 2006
-----------------------------------------------------------------
Phillips-Van Heusen Corporation reported third quarter 2006 GAAP
net income of $50.8 million, compared with third quarter 2005 GAAP
net income of $40.3 million.  For the nine months, GAAP net income
was $128.5 million in 2006 compared with $88.8 million in 2005.

The Company reported that in the Calvin Klein licensing business,
operating earnings increased 31% and operating margins were up
almost 700 basis points.  The Company's wholesale and retail
businesses grew operating earnings a combined 17% on 6% sales
growth, as strong product drove gross margin improvements in the
quarter.

Total revenues in the third quarter of 2006 increased 7% to
$568.3 million from $533.2 million in the prior year.  Revenue
growth was driven by an 11% increase in Calvin Klein royalties due
to continued growth from existing and new licensees.  The comp
store sales grew 11%.  In addition, revenues benefited from the
growth across all of the Company's wholesale sportswear
businesses, but were partially offset by an anticipated sales
decrease in the Company's wholesale dress shirt business
reflecting the residual impact of the Federated/May door closings
for the year.

For the nine months, total revenues increased 6% to $1.5 billion
in 2006 from $1.4 billion in 2005.

The Company ended the quarter with $358.6 million in cash, an
increase of $188.3 million compared with the prior year's third
quarter.  Receivables ended the quarter 11% below prior year
levels.  Inventories ended the quarter 7% up from last year and in
line with the Company's sales growth projections for the fourth
quarter.  The Company's higher year over year cash position,
coupled with higher investment rates of return, resulted in a 46%
decrease in net interest expense for the third quarter.

Commenting on the results, Emanuel Chirico, chief executive
officer, noted, "We are extremely pleased with our third quarter
results, which continue the positive trends we experienced in the
first half of this year.  The strength of the Calvin Klein brand
and the execution of our business model for that brand continue to
be key drivers in our earnings growth.  The performance of Calvin
Klein, along with the growth exhibited by our outlet retail and
wholesale sportswear businesses, enabled us to again exceed our
previous guidance."

Mr. Chirico continued, "During the third quarter, we announced our
agreement to acquire Superba Inc., a neckwear company with
estimated 2006 revenues of $140 million.  The deal is expected to
be effective Jan. 1, 2007, and will be modestly accretive to 2007
earnings.  This acquisition is consistent with our strategy of
adding brands or product categories that are synergistic and
complement our existing businesses, in this case, dress shirts."

Mr. Chirico concluded, "Our brands continue to perform extremely
well across all channels of distribution, enabling us to intensify
the investments we are making in marketing our brands.  During
this upcoming holiday season, we are planning a $20 million
increase in national advertising spending to support our Calvin
Klein, Van Heusen, IZOD, and Arrow brands.  We believe that in the
context of the changing retail landscape it is critical to take
our message directly to consumers.  We feel that this continued
commitment to the long-term strength of our brands will pay
dividends in the future."

                      2006 Revenues Guidance

The Company projects fourth quarter 2006 revenues to be in a range
of $528 million to $532 million, which represents an increase of
15% to 16% over last year.  Total revenues for the full year 2006
are expected to be $2.06 billion to $2.07 billion, which
represents an increase of 8% over last year.

The Company's 2006 revenues and earnings guidance does not reflect
the impact of the pending acquisition of Superba Inc., which will
not be expected to have a material effect on 2006 revenues and
earnings.

Phillips-Van Heusen Corporation -- http://www.pvh.com/-- owns and
markets the Calvin Klein brand worldwide.  It is a shirt company
that markets a variety of goods under its own brands: Van Heusen,
Calvin Klein, IZOD, Arrow, Bass and G.H. Bass & Co., Geoffrey
Beene, Kenneth Cole New York, Reaction Kenneth Cole, BCBG Max
Azria, BCBG Attitude, Sean John, MICHAEL by Michael Kors, Chaps,
and Donald J. Trump Signature.

                           *     *     *

As reported in the Troubled Company Reporter on Oct 10, 2006
Moody's Investors Service's in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Canadian Retail sector, confirmed its Ba3
Corporate Family Rating for Phillips Van Heusen Corporation.


PIER 1 IMPORTS: Gets NYSE Notice of Unusual Stock Trading
---------------------------------------------------------
Pier 1 Imports Inc. received a notice from the New York Stock
Exchange of an unusual trading activity in the Company's stock.

The Company disclosed that the NYSE has asked it to respond by
press release to the unusual activity.

Pier 1 Imports says that it is not the Company's policy to comment
on market rumors or speculation including unusual market activity.

Based in Fort Worth, Texas, Pier 1 Imports, Inc. (NYSE:PIR)
-- http://www.pier1.com/-- is a specialty retailer of imported
decorative home furnishings and gifts with Pier 1 Imports(R)
stores in 49 states, Puerto Rico, Canada, and Mexico and Pier 1
kids(R) stores in the United States.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2006,
Moody's Investors Service downgraded Pier 1's corporate family
rating to B3 from B1 following continued degradation in same store
sales, which have resulted in modest operating results and
negative free cash flow.  The rating outlook is stable.


PINNACLE ENT: Amends PNK Ownership Pact with Robert Johnson
-----------------------------------------------------------
Pinnacle Entertainment Inc. entered into an Amended and Restated
Limited Liability Operating Agreement with Robert L. Johnson
regarding the ownership and operation of PNK (PA) LLC in
connection with the Company's proposed Philadelphia gaming
project.

The Company disclosed that the parties' obligations under the
Operating Agreement are conditioned upon, among other things, PNK
PA being issued a gaming license in Philadelphia and approval of
Mr. Johnson's proposed ownership interest in PNK PA without
significant additional licensing fees by the relevant gaming
authorities of Pennsylvania.  If the conditions are satisfied,
Pinnacle will own 66-2/3% of PNK PA and Mr. Johnson will own
33-1/3%.

The Operating Agreement calls for certain equity cash
contributions by the parties pro rata with their respective
ownership interests aggregating up to $80 million, subject to
increase under certain circumstances, the Company disclosed.

The Operating Agreement also contemplates that Pinnacle and
Mr. Johnson will enter into agreements with PNK PA, whereby
Pinnacle will be entitled to receive certain development,
construction, and operating fees and Mr. Johnson will be entitled
to certain fees for marketing and promotion of the Philadelphia
gaming project.

The Company further disclosed that there is no material
relationship, other than with respect to the transaction, between
Mr. Johnson and Pinnacle or any of its affiliates, or any director
or officer of Pinnacle.

A full text-copy of the Amended and Restated Limited Liability
Company Operating Agreement of PNK LLC may be viewed at no charge
at http://ResearchArchives.com/t/s?1587

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment, Inc.,
(NYSE: PNK) -- http://www.pnkinc.com/-- owns and operates casinos
in Nevada, Louisiana, Indiana and Argentina, owns a hotel in
Missouri, receives lease income from two card club casinos in the
Los Angeles metropolitan area, has been licensed to operate a
small casino in the Bahamas, and owns a casino site and has
significant insurance claims related to a hurricane-damaged casino
previously operated in Biloxi, Mississippi.  Pinnacle opened a
major casino resort in Lake Charles, Louisiana in May 2005 and a
new replacement casino in Neuquen, Argentina in July 2005.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2006,
Moody's Investors Service's confirmed Pinnacle Entertainment,
Inc.'s B2 Corporate Family Rating.

At the same time, Standard & Poor's Ratings Services affirmed its
'BB-' rating and '1' recovery rating following Pinnacle
Entertainment Inc.'s $250 million senior secured bank facility
add-on.


PRO-PAC INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Pro-Pac, Inc.
        P.O. Box 18
        2761 Buell Drive
        East Troy, WI 53120

Bankruptcy Case No.: 06-26608

Type of Business: The Debtor offers marketing consulting services.

Chapter 11 Petition Date: November 20, 2006

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Susan V. Kelley

Debtor's Counsel: Jerome R. Kerkman, Esq.
                  Kerkman Law Office, Ltd.
                  757 North Broadway, Suite 600
                  Milwaukee, WI 53202-3612
                  Tel: (414) 277-8200
                  Fax: (414) 277-0100

Total Assets: $1,126,688

Total Debts:  $969,121

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   SSI-Sintered Specialties                              $87,294
   PO Box 5002
   Janesville, WI 53547-5002

   Signicast Corp.                                       $72,772
   Drawer #825
   Milwaukee, WI 53278-0825

   Unisource                                             $40,801
   7472 Collection Center Drive
   Chicago, IL 60693

   Equity Management Services                            $21,706

   Anixter Pentacon Inc.                                  $9,515

   EC Prime Source                                        $8,325

   Jensen Metal Products                                  $7,981

   Clow Stamping Company                                  $6,897

   Packaging Solutions, Inc.                              $3,603

   Berge Plating Works Inc.                               $3,320

   Alex Advertising                                       $2,970

   Weyerhaeuser Company                                   $2,878

   Continuous Motion Packaging                            $2,759

   Staff Force, Inc.                                      $2,601

   Cometic Gasket, Inc.                                   $2,052

   Greater Bay Capital                                    $1,995

   Southwest Metal                                        $1,929

   Powder Finishers                                       $1,865

   AmeriGas                                               $1,620

   Uline                                                  $1,603


PW LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: PW, LLC
        100 Wilshire Boulevard, Suite 2000
        Santa Monica, CA 90401

Bankruptcy Case No.: 06-16059

Chapter 11 Petition Date: November 20, 2006

Court: Central District Of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: Martin J. Brill, Esq.
                  Levene, Neale, Bender, Rankin & Brill LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1224

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
   ------                     ---------------       ------------
Williams & Kilkowski          Services rendered         $803,936
Attn: James Kilkowski
1900 Ave. of the Stars, #2500
Los Angeles, CA 90067

Walter Wentworth                                        $715,000
6673 Emmett Terrace
Los Angeles, CA 90068

William O'Connor              Trade debt                $292,225
c/o Troy & Gould, Ken Blumer
1801 Century Park East #1600
Los Angeles, CA 90067

Greenberg, Glusker            Services rendered         $205,596
1900 Avenue of the Stars
21st Floor
Los Angeles, CA 90067

Charles Watkins                                         $150,000

Peloria Investments           Trade debt                $150,000

White, Zuckerman, et al.                                 $85,345

Armbruster & Goldsmith LLP                               $82,917

O'Melveny & Myers                                        $81,584

Peitzman, Weg, et al.                                    $73,110

Grubb & Ellis Co.                                        $45,375

Marathon Communications                                  $31,394

Robert Friedman, Esq.                                    $25,283

McDermott Consulting                                     $25,000

Robert Charles Lesser & Co.                              $17,864

City of Burbank                                          $17,270

Rutter, Hobbs & Davidoff                                 $14,703

Murphy/Jahn                                              $13,369

Melissa Messer Design                                    $10,154

Mt. Holly Partners                                        $4,680


RADIATION THERAPY: Buys Michigan Facility Network for $45.83 Mil.
-----------------------------------------------------------------
Radiation Therapy Services Inc., through its wholly owned
subsidiary Michigan Radiation Therapy Management Services Inc.,
closed on a definitive purchase agreement to acquire seven
radiation therapy treatment centers and one surgery center located
in Southeastern Michigan for $45.83 million at closing.

MRTMS purchased all of Farideh R. Bagne and Alexander Bagne's
outstanding membership interests in Phoenix Management Company LLC
and American Consolidated Technologies LLC, both Michigan limited
liability companies.

Of the purchase price, $6.2 million was allocated for three real
estate properties and the remaining $39.63 million for equipment,
goodwill and other intangibles.

The purchase price is subject to reduction for amounts remitted by
buyer to pay sellers' commercial indebtedness and for all of
sellers' other liabilities and debts.

Additionally, $3.3 million of the purchase price will be held in
escrow pending receipt of a consent from a hospital regarding a
ground lease at one of the centers and to satisfy any
indemnification obligations of the sellers related to warranties,
representations and covenants under the agreement.

Upon receipt of the required hospital consent, MRTMS is also
obligated to acquire all of sellers' ownership interests in
Pontiac Investment Associates, a Michigan co-partnership, relating
to the leasehold assets at one of the centers, for a purchase
price of $2.95 million.

The Company disclosed that no liabilities were assumed under the
purchase agreement and that it used its existing credit facility
to finance the acquisition.

The three professional corporations associated with the seven
treatment centers and the surgery center that the sellers'
provided management services to simultaneously at closing issued
all of its stock to an affiliate of the Company, Dr. Michael
Katin, and redeemed all of the stock of its current owner.

The eight physicians employed before closing by the professional
corporations will continue to be employed after closing.

The acquisition also provides for the transfer of eight
Certificates of Need and of the ownership of the real estate of
three of the treatment centers to MRTMS.

The other four treatment centers and the surgery center are leased
properties and the leases will continue in effect post-closing.

In conjunction with the MIRO acquisition, the Business Operations
and Support Services Agreements were amended to facilitate the
transfer to Phoenix and ACT six Certificates of Need held by the
three professional corporations and to facilitate the transfer at
a later date by Phoenix of two Certificates of Need held by one of
the professional corporations.

                   Amendment of Credit Facility

The Company entered Nov. 14, 2006, into Amendment No. 1 to Fourth
Amended and Restated Credit Agreement, Limited Waiver, and Consent
with each Subsidiary Guarantor, Bank of America N.A., as
Administrative Agent and the Lenders party to the Credit
Agreement, which amends its senior secured credit facility, among
other things, to:

   -- exclude the MIRO Acquisition from the limitation for the
      fiscal year 2006.

   -- increase the Capital Expenditures limitation to $50 million
      for the fiscal year 2006.

   -- increase the allowance for purchase money indebtedness to
      $70 million.

   -- extended until Nov. 30, 2006, the deadline for receipt of
      certain of the Mortgages and Mortgage Property Support
      Documents with respect to the properties and any default
      under the Credit Agreement.

The Company further disclosed that some of the lenders under the
credit facility, or their respective affiliates, have provided
commercial, investment banking, and financial advisory services to
the Company and its affiliates from time to time in the ordinary
course of business.

Based in Fort Myers, Florida, Radiation Therapy Services, Inc.
(Nasdaq: RTSX) -- http://www.rtsx.com/-- operates radiation
treatment centers primarily under the name 21st Century Oncology.
The Company provides radiation therapy services to cancer
patients.  The Company's 68 treatment centers are clustered into
22 local markets in 14 states, including Alabama, Arizona,
California, Delaware, Florida, Kentucky, Maryland, Massachusetts,
Nevada, New Jersey, New York, North Carolina, Rhode Island, and
West Virginia.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Radiation Therapy Services Inc. to 'BB-' from 'BB'.  S&P
said the rating outlook is stable.

As reported in the Troubled Company Reporter on Nov. 9, 2006,
Moody's Investors Service downgraded Radiation Therapy Services
Inc.'s Corporate Family Rating to B2 from B1 in connection with
the rating agency's implementation of its new Probability-of-
Default and Loss-Given-Default rating methodology.


RADNOR HOLDINGS: Tennenbaum Becomes Sole Bidder At Radnor Auction
-----------------------------------------------------------------
Tennenbaum Capital Partners LLC becomes the sole bidder in an
auction for Radnor Holdings Corporation's assets after rival
bidder Four M Investments LLC, dropped out of the auction, Peg
Brickley of Dow Jones Newswires reports.

Gregory Bay, an attorney for Tennenbaum, told Dow Jones that the
equity firm expected to complete its acquisition of Radnor
Holdings by the end of the week and is in the process of sorting
out the deal to be submitted and approved by a bankruptcy judge.

According to Dow Jones, Radnor Holdings' Creditors Committee
argued that Tennenbaum should not be awarded a position of
advantage when it placed its $225 million bid on Radnor.  The
Committee accused Tennenbaum of "taking advantage of Radnor's
distress and loading it up with debt", referring to Tennenbaum's
ill-timed $120 million investment late last year.  However, the
Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware dismissed the argument saying that Tennenbaum
was fair in doing its business with Radnor.

Four M Investments, Dow Jones says, offered up to $250 million in
its bid, but backed out after hearing Judge Walsh's ruling.  A
Four M top executive said that it made "little sense" to stay in
the competition.

                    About Tennenbaum Capital

Based in Santa Monica, California, Tennenbaum Capital Partners --
http://www.tennenbaumcapital.com/-- is a private investment firm
managing over $4 billion in private funds.  The company focuses on
investment opportunities between $50 million to $250 million.  The
firm's investment strategy is based on a long-term horizon and
value-oriented approach.  Tennenbaum's core strengths include an
in-depth knowledge of equity and debt financing vehicles in the
public and private markets with a focus on complex investments
such as acquisitions and special situations.

                     About Radnor Holdings

Headquartered in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactures and distributes
a broad line of disposable food service products in the United
States, and specialty chemicals worldwide.  The Debtor and its
affiliates filed for chapter 11 protection on Aug. 21, 2006
(Bankr. D. Del. Case No. 06-10894).  Gregg M. Galardi, Esq., and
Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher,
represent the Debtors.  Donald J. Detweiler, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, serves the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RAILAMERICA: 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 Ba3 Corporate Family Rating to B1 for RailAmerica
Transportation Corp.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Guaranteed Senior
   Secured Term
   Loan B Due 2011        Ba3      Ba2     LGD2       26%

   Guaranteed Senior
   Secured Revolving
   Credit Facility
   Due 2010               Ba3      Ba2     LGD2       26%

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 Boca Raton, Florida, RailAmerica Transportation Corp. --
http://www.railamerica.com/-- is primarily engaged in the
ownership and operation of short line and regional freight
railroads in North America.  Its short line freight railroads
provide transportation services for both online customers and
Class I railroads that interchange with its rail lines.  As of
Dec. 31, 2005, the company owned, leased, and operated a portfolio
of 43 railroads with approximately 8,000 miles of track located in
the United States and Canada.  These properties are located in the
southeastern, southwestern, midwestern, the Great Lakes, New
England, and Pacific Coast regions of the United States.


RC2 CORP: Earns $19.4 Million in 2006 Third Quarter
---------------------------------------------------
RC2 Corporation reported $19.4 million of net income for the third
quarter Sept. 30, 2006.  For the nine months ended Sept. 30, 2006,
net income was $36 million.

The results for the third quarter and nine months ended
Sept. 30, 2006 include approximately $1.0 million and $3.2 million
respectively, in compensation expense for stock options.  Results
for 2005 do not include compensation expense for stock options.

Net income reported for the 2005 third quarter was $18.3 million.
For the nine months ended Sept. 30, 2005, net income was
$35.9 million.

                Third Quarter Operating Results

Net sales for the third quarter increased 12.5% to $160.5 million
compared with $142.6 million for the third quarter a year ago.
Current year third quarter net sales excluding $0.1 million in net
sales from sold and discontinued product lines increased 13.6%
compared with third quarter 2005 net sales excluding $1.4 million
in net sales from sold and discontinued product lines.

The net sales increase was attributable to increases in the
children's toys and infant products categories, partially offset
by a decline in the collectible products category.  Sales in the
children's toys category increased by 28.4%, primarily driven by
the Thomas & Friends, John Deere and Bob the Builder toy product
lines.  Sales in the infant products category increased by 9.0%,
primarily driven by The First Years' Take & Toss(R) toddler self-
feeding system and Soothie(TM) bottle system and Learning Curve's
Lamaze infant toys.  As expected, sales in the collectible
products category continued to decrease.

Gross margin decreased to 47.2% from 48.9% in the prior year
quarter.  The 2006 third quarter gross margin reflects the impact
of a less favorable product and distribution mix and higher
product costs, especially in die-cast products, than that
experienced in the third quarter of 2005.  Selling, general and
administrative expenses as a percentage of net sales decreased to
27.3% in the third quarter of 2006 compared with 28.0% in the
third quarter of 2005.  Selling, general and administrative
expenses for the 2006 third quarter include approximately $0.9
million in compensation expense for stock options, while results
for the 2005 third quarter do not include any compensation expense
for stock options.  Operating income increased to $31.7 million
from $30.9 million in the year ago period, but as a percentage of
net sales, decreased to 19.8% from 21.7% in the prior year third
quarter.  Operating income for the quarter ended September 30,
2005 includes $2.0 million in gain on sale of assets and $0.6
million in catch-up amortization expense. Excluding the gain on
sale of assets, operating income for the quarter ended September
30, 2005 was $28.9 million or 20.3% of net sales.

                 Year to Date Operating Results

Net sales for the nine months ended Sept. 30, 2006 increased 8.3%
to $376.7 million compared with $347.9 million for the nine months
ended Sept. 30, 2005.  Current year to date net sales excluding
$0.3 million in net sales from sold and discontinued product
lines, increased 9.5% compared with net sales for the nine months
ended Sept. 30, 2005 excluding $4.2 million in net sales from sold
and discontinued product lines.  The increase was attributable to
the sales increases in the children's toys and infant products
categories, partially offset by a decline in the collectible
products category.

Gross margin for the nine months ended Sept. 30, 2006 decreased to
47.2% as compared with 49.3% for the comparable period in 2005,
due to a less favorable product and distribution mix and higher
product costs, especially in die-cast products.  Selling, general
and administrative expenses as a percentage of net sales were
31.1% for the first nine months of 2006 as compared with 32.2% for
the same period in 2005.  Selling, general and administrative
expenses for the first nine months of 2006 include approximately
$3.0 million in compensation expense for stock options and
approximately $1.0 million in expenses related to litigation
involving The First Years which preceded its acquisition by RC2.

Operating income decreased to $59.7 million from $60.5 million in
the year ago period, and as a percentage of net sales, decreased
to 15.8% from 17.4% in the prior year first nine months, primarily
as a result of the stock option and litigation expenses in the
first nine months of 2006.  Operating income for the 2005 year to
date period also includes approximately $2.0 million in gain on
the sale of assets and approximately $0.6 million in catch-up
amortization expense.  Operating income for the nine months ended
Sept. 30, 2005, excluding the gain on sale of assets, was $58.6
million or 16.8% of net sales.

                         Cash and Debt

As of Sept. 30, 2006, the company's outstanding debt balance was
$58.8 million and its cash balances exceeded $20 million.  The
comparable figures at the end of the 2006 second quarter were
$54 million and $14 million, respectively.  Also during the
quarter, the company amended its credit facility, reducing its
applicable margin on borrowings, modifying the definition of
certain cash flow measures to exclude non-cash expense related to
equity awards and adding an accordion borrowing element.  Under
the amended facility the company has additional borrowing capacity
of $75.0 million.  The company expects to reduce outstanding debt
in the fourth quarter of 2006 and in the first quarter of 2007.

Curt Stoelting, chief executive officer of RC2 commented, "We are
very pleased with our third quarter results and our performance
through the first nine months of 2006.  In the seasonally-high
third quarter, our teams introduced new products and expanded
distribution for our key product lines which delivered a
comparable increase of over 10% in sales and profits.  These
results reflect our commitment to profitable organic growth
despite declining sales in the collectible products category and
product cost increases, especially in our die-cast products."

"In the fourth quarter, we expect that die-cast products will
continue to put downward pressure on our gross margins.  We are
encouraged by recent declines in petroleum prices but remain
concerned about increasing inflation in China which continues to
pressure our product costs.  We remain focused on continuing our
efforts to maintain and improve our margins by optimizing product
development efforts and supply chain costs while eliminating low-
performing products and reducing investment in low-growth product
lines."

Mr. Stoelting concluded, "We are well-positioned for 2007.  We
have noted very positive customer reactions to our 2007 product
lines including the new products that we debuted at the American
International Fall Toy Show in New York.  We remain confident in
our long-term strategy and business model which is focused on
introducing new products based upon consumer insights.  We are
building a growing portfolio of branded product lines which
provide stability in our earnings and cash flow and allow us the
opportunity to achieve sustainable organic growth.  Our strong
balance sheet gives us financial flexibility to expand our
business and create value for our shareholders."

                       Financial Outlook

The 2006 outlook remains the same as presented throughout the
year.  Net sales for 2005 excluding sold and discontinued product
lines totaled $499.7 million.  From this base level of 2005 net
sales, the company has experienced continued sales growth in 2006.
Overall sales increases are dependent on a number of factors
including continued success and expansion of existing product
lines, successful introductions of new products and product lines
and renewal of key licenses.  Other key factors include
seasonality, overall economic conditions including consumer retail
spending and shifts in the timing of that spending and the timing
and level of retailer orders.

Based on current sales and margin estimates, the company currently
expects that full year 2006 diluted earnings per share will range
from $2.60 to $2.70.  This amount includes an estimated $0.12 per
diluted share impact of expensing stock options under SFAS 123(R)
which took effect Jan. 1, 2006.  Pro forma compensation expense
for the year ended Dec. 31, 2005 under SFAS 123 (R) would have
been approximately $2.1 million, net of tax benefit, or
approximately $0.10 per diluted share, which would have resulted
in diluted earnings per share of $2.37 for 2005.

                        About RC2 Corp.

Based in Oak Brook, Illinois, RC2 Corporation (NASDAQ:RCRC) --
http://www.rc2corp.com/-- designs, produces and markets
innovative, high-quality toys, collectibles, hobby and infant care
products that are targeted to consumers of all ages.  RC2's infant
and preschool products are marketed under its
Learning Curve(R) family of brands which includes The First
Years(R) by Learning Curve and Lamaze brands as well as popular
and classic licensed properties such as Thomas & Friends, Bob the
Builder, Winnie the Pooh, John Deere, and Sesame Street.  RC2
markets its collectible and hobby products under a portfolio of
brands including Johnny Lightning(R), Racing Champions(R),
Ertl(R), Ertl Collectibles(R), AMT(R), Press Pass(R), JoyRide(R)
and JoyRide Studios(R).  RC2 reaches its target consumers through
multiple channels of distribution supporting more than 25,000
retail outlets throughout North America, Europe, Australia, and
Asia Pacific.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2006,
Moody's Investors Service revised its Ba2 Corporate Family Rating
to Ba3 for RC2 Corporation, and held its Ba2 rating on the
company's Senior Secured Revolving Credit Facility Due 2008.  In
addition, Moody's assigned an LGD3 rating to the credit facility,
suggesting noteholders will experience a 32% loss in the event of
a default.

Moody's also held its Ba2 rating on RC2 Corp.'s Senior Secured
Term Loan Due 2008, and assigned an LGD3 rating to these notes,
suggesting bondholders will experience a 32% loss in the event of
a default.


RESI SECURITIES: S&P Lifts Ratings on Eight Transaction Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on eight
classes of real estate synthetic investment securities issued by
RESI Finance L.P.'s series 2003-CB1 and 2004-A.

In addition, the ratings on the remaining classes from these
series and on all other RESI Finance L.P. transactions are
affirmed.

The raised ratings reflect the transactions' superior performance
and increased percentages of loss protection provided through
remaining credit support.  Because the most subordinate classes
will receive no principal allocations until the balances of all
other class B certificates have been reduced to zero, the
remaining percentages of credit enhancement should increase over
time unless significant losses occur.

As of the Oct. 2006 distribution date, prepayments had reduced the
pool balances of both series to less than 47% of their original
amounts.  These prepayments have increased the percentages of loss
protection provided by the remaining credit support.

All series have experienced low delinquency levels, ranging from
0.044% to 0.525% of the current pool balances.  The level of
severely delinquent loans ranged from zero to 0.176%.

In addition, realized losses, as a percentage of the original pool
balances, have been very low, ranging from zero to 0.011%.  The
remaining credit support should be sufficient to support the
certificates at the raised and affirmed rating levels.

These transactions are RESIs, synthetic securitizations of jumbo,
A-quality, fixed-rate first-lien residential mortgage loans.
Unlike traditional mortgage-backed securitizations, the actual
cash flow from the reference portfolio for a RESI is not paid to
the holders of the securities.  Rather, the proceeds from the
issuance of the securities are invested in eligible investments.
Interest payable to the securityholders is paid from income earned
on the eligible investments and payments from Bank of America
under a financial guarantee contract.

                          Ratings Raised

                         RESI Finance L.P.
           Real Estate Synthetic Investment Securities

                                     Rating

               Series    Class   To          From
               ------    -----   --          ----
               2003-CB1  B3      AA-         A+
               2003-CB1  B4      A+          A
               2003-CB1  B5      A           A-
               2003-CB1  B6      A-          BBB+
               2003-CB1  B7      BBB-        BB+
               2003-CB1  B8      BB+         BB
               2004-A    B3      A+          A
               2004-A    B4      A           A-

                        Ratings Affirmed

                        RESI Finance L.P.
          Real Estate Synthetic Investment Securities

               Series    Class               Rating
               ------    -----               ------
               2003-A    B3, B4, B5, B6, B7  AAA
               2003-A    B8                  AA
               2003-A    B9                  AA-
               2003-A    B10                 A-
               2003-A    B11                 BB+
               2003-B    B3                  AAA
               2003-B    B4                  AA
               2003-B    B5                  A
               2003-B    B6                  A-
               2003-B    B7                  BBB
               2003-B    B8                  BBB-
               2003-B    B9                  BB
               2003-B    B10                 BB-
               2003-B    B11                 B-
               2003-CB1  B9                  BB-
               2003-CB1  B10                 B+
               2003-CB1  B11                 B
               2003-C    B3                  A
               2003-C    B4                  A-
               2003-C    B5                  BBB
               2003-C    B6                  BBB-
               2003-C    B7                  BB
               2003-C    B8                  BB-
               2003-C    B9                  B+
               2003-C    B10                 B
               2003-C    B11                 B-
               2003-D    B3                  A
               2003-D    B4                  A-
               2003-D    B5                  BBB
               2003-D    B6                  BBB-
               2003-D    B7                  BB
               2003-D    B8                  BB-
               2003-D    B9, B10             B+
               2003-D    B11                 B
               2004-A    B5                  BBB
               2004-A    B6                  BBB-
               2004-A    B7                  BB
               2004-A    B8                  BB-
               2004-A    B9                  B+
               2004-A    B10                 B
               2004-A    B11                 B-
               2004-B    B3                  A
               2004-B    B4                  A-
               2004-B    B5                  BBB
               2004-B    B6                  BBB-
               2004-B    B7                  BB+
               2004-B    B8                  BB
               2004-B    B9                  BB-
               2004-B    B10                 B+
               2004-B    B11                 B
               2004-C    B3                  A
               2004-C    B4                  A-
               2004-C    B5                  BBB
               2004-C    B6                  BBB-
               2004-C    B7                  BB
               2004-C    B8                  BB-
               2004-C    B9                  B+
               2004-C    B10                 B
               2004-C    B11                 B-
               2005-A    B3                  A
               2005-A    B4                  A-
               2005-A    B5                  BBB-
               2005-A    B6                  BB+
               2005-A    B7                  BB
               2005-A    B8                  BB-
               2005-A    B9                  B+
               2005-A    B10                 B
               2005-A    B11                 B-
               2005-B    B3                  AA-
               2005-B    B4                  A+
               2005-B    B5                  BBB+
               2005-B    B6                  BBB
               2005-B    B7                  BB
               2005-B    B8                  BB-
               2005-B    B9                  B+
               2005-B    B10, B-11           B
               2005-C    B3                  A
               2005-C    B4                  A-
               2005-C    B5                  BBB
               2005-C    B6                  BBB-
               2005-C    B7                  BB
               2005-C    B8                  BB-
               2005-C    B9                  B+
               2005-C    B10                 B
               2005-C    B11                 B-
               2005-D    B3                  A
               2005-D    B4                  A-
               2005-D    B5                  BBB
               2005-D    B6                  BBB-
               2005-D    B7                  BB
               2005-D    B8                  BB-
               2005-D    B9                  B+
               2005-D    B10                 B
               2005-D    B11                 B-
               2006-A    B3                  A
               2006-A    B4                  A-
               2006-A    B5                  BBB
               2006-A    B6                  BBB-
               2006-A    B7                  BB
               2006-A    B8                  BB-
               2006-A    B9                  B+
               2006-A    B10                 B
               2006-A    B11                 B-
               2006-B    B3                  A
               2006-B    B4                  A-
               2006-B    B5                  BBB
               2006-B    B6                  BBB-
               2006-B    B7                  BB
               2006-B    B8                  BB-
               2006-B    B9                  B+
               2006-B    B10                 B
               2006-B    B11                 B-
               2006-C    B3                  A
               2006-C    B4                  A-
               2006-C    B5                  BBB
               2006-C    B6                  BBB-
               2006-C    B7                  BB+
               2006-C    B8                  BB
               2006-C    B9                  BB-
               2006-C    B10                 B+
               2006-C    B11                 B
               2006-C    B12                 B-


RICHMOND REAL: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Richmond Real Estate Limited Partnership
        67300-67500 Main Street
        Richmond, MI 49408

Bankruptcy Case No.: 06-12786

Type of Business: The Debtor owns a shopping center in Richmond,
                  Michigan, that is anchored by Kmart, CVS and
                  Radio Shack.

                  The Debtor is an affiliate of Scarborough-St.
                  James Corporation.  Scarborough filed for
                  Chapter 11 protection on Dec. 17, 2003 (Bankr.
                  S.D.N.Y. Case No. 03-17966).

Chapter 11 Petition Date: November 22, 2006

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Todd E. Duffy, Esq.
                  Duffy & Amedeo LLP
                  Seven Penn Plaza Suite 420
                  New York, NY 10001
                  Tel: (212) 268-2685
                  Fax: (212) 500-7972

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   MCANY of Richmond Fund II Realty LP                $8,608,890
   c/o Sherman Hill Road, Suite A 104C
   Woodbury, CT 06798
   Attn: Benedict Silverman

   Carmen L.L.C.                                      $2,013,000
   18700 West Ten Mile Road
   Southfield, MI 48075
   Attn: Peter Beer

   Warren Bank                                        $2,013,000
   38880 Garfield Road
   Clinton Township, MI 48038

   First Richborough Realty Corporation               $1,400,000
   c/o LeClair Ryan, P.C.
   830 Third Avenue, 5th Floor
   New York, NY 10022

   Scarborough St. James Corporation                  $1,400,000
   c/o LeClair Ryan, P.C.
   830 Third Avenue, 5th Floor
   New York, NY 10022

   Vidar Limited, L.L.C.                                $510,000
   [Address not provided]

   Carmen L.L.C.                                        $250,000
   18700 West Ten Mile Road
   Southfield, MI 48075
   Attn: Peter Beer

   Robert Eisenhardt                                    $113,000
   Robert Eisenhardt, Inc.
   9738 Gratiot Avenue
   Columbus, MI 48063

   IRA of Heide Harlow                                  $100,000
   c/o Heide Harlow
   25857 Collins Avenue
   Chestertown, MD 21620

   C&R Maintenance, Inc.                                 $89,000
   dba Rizzo Services
   22449 Groesbeck
   Warren, MI 48089

   Debra J. Karas                                        $25,000
   37 West Street
   Marblehead, MA 01945

   Applied Environmental                                  $5,000
   2890 Carpenter Road, #1000
   Ann Arbor, MI 48108

   Alan Ritter & Company                                  $5,000
   25 Smith Street
   Nanuet, NY 10954


RIGEL CORP: Chapter 7 Trustee Wants Cavanagh as Special Counsel
---------------------------------------------------------------
Anthony H. Mason, the chapter 7 trustee appointed in Rigel Corp.'s
bankruptcy case, asks the U.S. Bankruptcy Court for the District
of Arizona for permission to employ The Cavanagh Law Firm P.A. as
his special counsel.

The Trustee wants to employ the firm's attorneys, Jeffrey B.
Smith, Esq., and Peter Guild, Esq., to assist in a litigation
concerning tax refund claims pending before the Arizona Tax Court.

Cavanagh will undertake this representation on a contingency fee
basis.  The contingency fee will be computed on a sliding scale:

   -- The base contingency fee for any recovery on the
      Refund Claims will be 14% of the gross recovery before
      expenses.

   -- If an appeal to the Arizona Court of Appeals is filed by
      either party to the Tax Court Litigation, the contingency
      fee will be 16% of the gross recovery before expenses.

   -- If a petition for review is filed in the Arizona Supreme
      Court by either party to the Tax Court Litigation, the
      contingency fee will be 18% of the gross recovery before
      expenses.

The fee arrangement pertains to all recoveries of the Debtor from
the pending tax court litigation, and all recoveries for all time
periods through the filing of the petition.

In addition to the Refund Claims, the Tax Court Litigation also
includes deficiency assessments for Arizona use and business taxes
asserted by the Arizona Department of Revenue owed by Rigel for
the audit period covering Aug. 1, 1999, through Sept. 30, 2001.

The Trustee and Cavanagh agree that Cavanagh's representation
concerning the deficiency assessments will not be on a contingency
fee basis.

For deficiency assessments services, Mr. Guild and Mr. Smith will
each bill $275 per hour.  All other professionals of Cavanagh will
bill at their normal hourly rates.

The firm tells the Court that it will not seek reimbursement over
$10,000 from the Debtor.

Mr. Guild assures the Court that his firm does not hold any
interest adverse to the Debtor, its creditors or estate.

The attorneys can be reached at:

     Peter C. Guild, Esq.
     Jeffrey B. Smith, Esq.
     Cavanagh Law Firm
     1850 North Central Avenue, Suite 2400
     Phoenix, Arizona 85004
     Tel: (602) 322-4000
     Fax: (602) 322-4100
     http://www.cavanaghlaw.com/

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).  Michael W. Carmel, Esq., at Michael W. Carmel, Ltd.,
represents 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.


RONCO CORP: Posts $4.6 Million Net Loss in Quarter Ended Sept. 30
-----------------------------------------------------------------
Ronco Corporation reported a $4.6 million net loss for the three
months ended Sept. 30, 2006, compared with a $3.1 million loss for
the comparable three months ended Sept. 30, 2005.

The increase in net loss of approximately $1.5 million for the
three months ended Sept. 30, 2006 is due to the decrease in gross
profit partially offset by a decrease in operating expenses.  In
addition, the Company did not record any tax benefit in 2006 as
compared to 2005 when it recognized $2.1 million in tax benefit.

Net sales for the three months ended Sept. 30, 2006 was
$9.6 million, compared with $13.1 million for the three months
ended Sept. 30, 2005.

The decline of $3.5 million, or 27%, in net sales for the three
months ended Sept. 30, 2006 is primarily due to a decline in
direct response sales of the Company's rotisserie ovens by
approximately $1.7 million, a decline in direct response sales of
its cutlery product line by $3.2 million and a decline of
approximately $.2 million in list sales and commissions on
advertising.  The decrease in direct response sales was partially
offset by an increase in wholesale sales by approximately
$1.6 million.

Management disclosed that net sales declined primarily due to the
fact that infomercials for its rotisserie and cutlery lines are
more than 2 years old and the Company has not provided other
products with any significant marketing support during the last
several years.

The Company's balance sheet at Sept. 30, 2006, showed $28,640,413
in total assets, $18,318,078 in total current liabilities,
$10,270,858 in long-term liabilities, and stockholders' equity of
$51,477,000.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?158f

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 19, 2006,
Mahoney Cohen & Company, CPA, P.C., expressed substantial about
Ronco Corp's ability to continue as a going concern after auditing
the company's financial statements for the fiscal years ended
June 30, 2006 and 2005.  The auditing firm pointed to the
company's net loss of approximately $44.42 million in fiscal 2006
and working capital deficiency of approximately $12.86 million at
June 30, 2006.

                      About Ronco Corp

Ronco Corporation -- http://www.ronco.com/-- develops, markets
and distributes branded consumer products for the kitchen and
home.  Its products are sold primarily through direct response
television marketing by broadcasting 30-minute long advertisements
commonly referred to as "infomercials."


SAINT VINCENTS: Excl. Plan-Filing Period Stretched to December 20
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates' exclusive right to:

   * file a plan of reorganization, to and including
     Dec. 20, 2006; and

   * solicit acceptances of that plan, to and including
     March 17, 2007.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, told the Judge Adlai S. Hardin that the exclusive periods
should be extended because even with the complexities of the
Debtors' bankruptcy case, they have made substantial progress:

   (1) in negotiating a plan of reorganization with various
       creditor constituencies, the Official Committee of
       Unsecured Creditors, and the Official Committee of Tort
       Claimants; and

   (2) in turning their businesses around, both operationally and
       by repairing seriously stressed relations with many
       parties-in-interest.

The Creditors' Committee and the Tort Committee consented to an
extension of the Exclusive Periods.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 39 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: Trade Creditors Sell Claims Totaling $915,169
-------------------------------------------------------------
From November 1 to 15, 2006, the Clerk of the U.S. Bankruptcy
Court for the Southern District of New York recorded claim
transfers made by five creditors to:

   (a) ASM Capital, located at 7600 Jericho Turnpike, Suite 302,
       in Woodbury, New York:

       Transferor                        Claim Amount
       ----------                        ------------
       Ortho Rehab, Inc.                      $18,128
       Putney,Twombly,Hall & Hirson LLP       217,318
       Ventana Medical                         49,194

   (b) Cargill Financial Services International, Inc., located at
       12700 Whitewater Drive, in Minnetonka, Minnesota:

       Transferor                        Claim Amount
       ----------                        ------------
       Aslan Capital Master Fund, LP         $499,298
       Lifespire, Inc. Supp WK                131,231

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 38 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SALOMON HOME: S&P Cuts Rating on Class M-3 Certificates to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-3 certificate from Salomon Home Equity Loan Trust Series 2002-
WMC1 and placed it on CreditWatch with negative implications.

Concurrently, the ratings on the remaining classes from this
transaction are affirmed.

The lowered rating is the result of realized losses that have
continually depleted overcollateralization.  During the previous
six remittance periods, monthly losses exceeded excess interest by
approximately 3.0x.  As of the Oct. 2006 distribution date,
overcollateralization was below its target balance by
approximately 40%.

Total delinquencies represent 37.49% of the current pool balance,
with 12.85% categorized as seriously delinquent.  Cumulative
realized losses represent 2.68% of the original pool balance.

Standard & Poor's will continue to closely monitor the performance
of this transaction.  If losses continue to outpace excess spread,
negative rating actions can be expected.

Conversely, if excess spread covers losses and
overcollateralization builds toward its target balance, the rating
agency will affirm the rating and remove it from CreditWatch.

The affirmations reflect actual and projected credit support that
is sufficient to maintain the current ratings.

Credit support for this transaction is provided through a
combination of subordination, excess spread, and
overcollateralization.  The collateral consists of 30-year, fixed-
and/or adjustable-rate subprime mortgage loans secured by first
liens on residential properties.

         Rating Lowered And Placed On Creditwatch Negative

          Salomon Home Equity Loan Trust Series 2002-WMC1

                                 Rating
                  Class     To             From
                  -----     --             ----
                  M-3       BB/Watch Neg   BBB+

                        Ratings Affirmed

          Salomon Home Equity Loan Trust Series 2002-WMC1

                         Class   Rating
                         -----   ------
                         M-1     AAA
                         M-2     A


SATURNS TRUST: S&P Affirms BB+ Rating on $26-Mil. Callable Units
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on SATURNS
Trust No. 2001-2 and PreferredPLUS Trust Series CZN-1 and removed
them from CreditWatch, where they were placed with negative
implications on Sept. 25, 2006.

The rating actions follow the Nov. 14, 2006, affirmation of the
corporate credit and senior unsecured debt ratings on Citizens
Communications Co. and their removal from CreditWatch negative.

Saturns Trust No. 2001-2 and PreferredPLUS Trust Series CZN-1 are
synthetic transactions that are weak-linked to the underlying
securities, Citizens Communications Co.'s 7.05% debentures due
Oct. 1, 2046.

      Ratings Affirmed And Removed From Creditwatch Negative

                      Saturns Trust No. 2001-2
             $26 Million Callable Units Series 2001-2

                             Rating

                   Class      To             From
                   -----      --             ----
                   Units      BB+            BB+/Watch Neg

                  PreferredPlus Trust Series CZN-1
       $34 Million PreferredPlus 8.375% Trust Certificates

                             Rating

                  Class      To             From
                  -----      --             ----
                  Certs      BB+            BB+/Watch Neg


SEA CONTAINERS: Can Assign Admin. Status to Claims Until Dec. 19
----------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware grants, on an interim basis, Sea Containers,
Inc. and its debtor-affiliates' request to accord administrative
priority expense status to all Intercompany Claims, through and
including Dec. 19, 2006.

As reported in the Troubled Company Reporter on Oct. 30, 2006, in
the normal operations of their business, the Debtors engage in
intercompany transactions involving intercompany trade and
intercompany cash and capital needs.

As a result, there are numerous intercompany claims that reflect
intercompany receivables and payments made in the ordinary course
of the Debtors' businesses.  These Intercompany Transactions
include, but are not limited to expense allocation and advances.

At any given time, there may be Intercompany Claims owing among
the Debtors.  The Debtors maintain records of all Intercompany
Transactions and can ascertain, trace and account for all
Intercompany Transactions.

                      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: Reports Initial Consolidated Cash Flow Forecast
---------------------------------------------------------------
Sea Containers, Ltd., and its subsidiaries Sea Containers
Services, Ltd., and Sea Containers Caribbean, Inc., delivered a
consolidated cash flow forecast with the U.S. Bankruptcy Court for
the District of Delaware on Nov. 1, 2006.

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 that certain assets
of the Debtors and their non-debtor subsidiaries may be sold
during the next twelve months, which may result in additional
available cash for the Debtors.

       Period                  Forecast Closing Cash
       ------                  ---------------------
       October 2006                      $49,100,000
       November 2006                      48,200,000
       December 2006                      49,800,000
       January 2007                       48,100,000
       February 2007                      43,900,000
       March 2007                         38,200,000
       April 2007                         34,700,000
       May 2007                           29,900,000
       June 2007                          24,100,000
       July 2007                          13,600,000
       August 2007                        10,600,000
       September 2007                      6,200,000
       October 2007                        3,600,000

A full-text copy of the Consolidated Cash Flow Forecast is
available for free at http://researcharchives.com/t/s?152f

                      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)


SERACARE LIFE: Hires AccuVal Associates as Inventory Appraiser
--------------------------------------------------------------
SeraCare Life Sciences, Inc., obtained authority from the U.S.
Bankruptcy Court for the Southern District of California to employ
AccuVal Associates, Inc., as its inventory appraiser.

As reported in the Troubled Company Reporter on Sept. 13, 2006,
AccuVal Associates is expected to advise and assist the Debtor in
the allocation of the acquisition purchase price paid for the
assets of Celliance Milford, for financial reporting purposes.

Richard E. Schmitt, President and CEO of AccuVal Associates,
discloses that the firm has agreed to perform services for a
$20,000 flat fee plus out-of-pocket expenses that will not exceed
to $4,500.

Mr. Schmitt assures the Court that AccuVal Associates is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006
(Bankr. S.D. Calif. Case No. 06-00510).  Garrick A. Hollander,
Esq., Paul J. Couchot, Esq., and Peter W. Lianides, Esq.,
represent the Debtor.  The Official Committee of Unsecured
Creditors selected Henry C. Kevane, Esq., and Maxim B. Litvak,
Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP, as its
counsel.  When the Debtor filed for protection from its creditors,
it listed $119.2 million in assets and $33.5 million in debts.


SERACARE LIFE: Hires Prolman Group to Provide Financial Services
----------------------------------------------------------------
SeraCare Life Sciences, Inc., obtained authority from the U.S.
Bankruptcy Court for the Southern District of California to employ
Prolman Group, Inc., dba Prolman Associates, to provide financial
services for a specific purpose.

As reported in the Troubled Company Reporter on Sept. 13, 2006,
the Debtor lacked the internal resources necessary to compile and
analyze financial information required to support its efforts to
secure new financing needed to exit bankruptcy.

Prolman Group's will prepare a financing package that contains an
overview of the Debtor's business and assets, including accounts
receivable, inventory and equipment that may be used to
collateralize a loan, which package may be presented to potential
lenders for the purposes of soliciting financing proposals.

The firm's professionals bill:

             Professional                Hourly Rate
             ------------                -----------
             David A. Prolman               $350
             Bette Hiramatsu                $295

Mr. Prolman, President of Prolman Group, discloses that the firm
has agreed to cap its fees at $94,000, plus out-of-pocket
expenses.

Mr. Prolman assured the Court that his firm does not hold any
interest materially adverse to the Debtor or its estate.

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006
(Bankr. S.D. Calif. Case No. 06-00510).  Garrick A. Hollander,
Esq., Paul J. Couchot, Esq., and Peter W. Lianides, Esq.,
represent the Debtor.  The Official Committee of Unsecured
Creditors selected Henry C. Kevane, Esq., and Maxim B. Litvak,
Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP, as its
counsel.  When the Debtor filed for protection from its creditors,
it listed $119.2 million in assets and $33.5 million in debts.


SIRVA 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 held
its B2 Corporate Family Rating for SIRVA Worldwide, Inc.

Additionally, Moody's confirmed its probability-of-default ratings
and assigned loss-given-default ratings on the company's
debentures:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Guaranteed Senior
   Secured Revolver
   Due 2009               B2       B2      LGD3       46%

   Guaranteed Senior
   Secured Term
   Loan B Due 2010        B2       B2      LGD3       46%

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 Westmont, Illinois, SIRVA Worldwide, Inc. --
http://www.sirva.com/-- a wholly owned operating subsidiary of
SIRVA, Inc., provides relocation services and moving services to
consumers, corporations, and governments worldwide.  Its
relocation services include counseling to the transferee,
referrals to real estate brokers and agents for assisting the
transferees with the sale and purchase of their home, mortgage
originations, expense management, movement of household goods,
global program management, and the provision of destination
'settling in' services.


SOLECTRON CAPITAL: Moody's Affirms B1 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
of Solectron Corporation and other ratings affirmed included the
B3 ratings of its $450 million Convertible Senior Notes due 2034
and the $150 million Senior Subordinated Notes due 2016 guaranteed
by it.

The ratings reflect both the overall probability of default of the
company, to which Moody's assigns a PDR of B1, and a loss given
default of LGD 4.

The rating outlook was revised to positive.

The change in the outlook reflects:

   -- significant de-leveraging over the past 2-3 years which
      resulted in improved credit ratios (leverage and coverage);

   -- recent improvements though still modest in financial
      performance especially over the second half of fiscal 2006;

   -- the expectation of stronger performance in fiscal 2007 in
      terms of revenue growth, profitability and free-cash-flow
      generation;

   -- a liquid balance sheet with a net cash position and no
      significant maturity over the next 3 years; and,

   -- the franchise value of Solectron as a tier one EMS provider
      in the electronic supply chain.

The outlook also incorporates the report of Solectron's
restructuring program which is scheduled to be completed in the
current fiscal year.  The company expects to consolidate and/or
close down 700,000 square feet of facilities in US and Western
Europe and reduce headcount by about 1400 persons.  About
$60 million of total charges are associated with this phase with
annual cost savings estimated at about $30 million.

The B1 rating continues to reflect:

   -- the intensely competitive landscape in the EMS industry
      with Asian competitors posing a more serious threat;

   -- the volatile nature of the EMS industry and the on-going
      consolidating trend by EMS' OEM customers which further
      accentuates the lumpiness of the sector's  key customers;

   -- Solectron's modest revenue growth of 1.1% in an environment
      of favorable end-market demand of over 10% CAGR, coupled
      with a preponderance of revenues in the traditional end-
      markets;

   -- still weak albeit improving profitability and return
      measures; and,

   -- negative free cash flow partly impacted by inventory build
      up in fiscal 2006.

Ratings affirmed:

   -- Corporate family rating B1;

   -- Probability-of-default rating B1;

   -- $450 million 0.5% Convertible Senior Notes due 2034 at B3,
      LGD5, 89%; and,

   -- $150 million 8.0% Senior Subordinated Notes due 2016, B3,
      LGD5, 89%.

Ratings withdrawn on Nov. 15, 2006:

   -- $64 million 7.97% Subordinated Debentures due Nov. 2006,
      B3, LGD6, 95%.

The rating could be revised upward if:

   -- there is further evidence of revenue stability and growth
      and diversification partly due to growth in non-traditional
      end-markets; and,

   -- improvement in profitability and return metrics and better
working capital management to result in positive free-cash-flow.

Moody's will also be monitoring the success of the company's
restructuring program and its impact on profitability.  Moody's
does not foresee Solectron's corporate family rating to falling
below the current B1 unless significant developments resulting in
deterioration of revenue, return and cash flow measures.

Solectron Corporation, headquartered in Milpitas, California, is a
leading electronics manufacturing and services i.e. customized,
integrated manufacturing and supply chain management services,
provider to OEMs in the electronics industry.  For the twelve
months ended Aug. 2006, the company generated approximately $10.5
billion in net sales and $342 million in adjusted EBITDA.


SONTRA MEDICAL: Must Raise Capital to Dodge Bankruptcy Threat
-------------------------------------------------------------
Sontra Medical Corporation is meeting with several potential
private investors to raise capital to meet its working capital and
its forecasted operating costs and expenses beyond Dec. 31, 2006.
The Company has engaged a financial consultant to provide
introductions to potential investors.

Over the past year, the Company has experienced a decline in
investors interested in making an investment in the Company.  If
it does not raise additional capital by Dec. 31, 2006 (as debt or
equity), then the Company will run out of cash and will be unable
to continue operations.  Sontra is continuing to pursue additional
capital through several potential identified investors but have
not received a commitment for financing at this time.  If it does
not raise additional capital, the Board of Directors of the
Company may decide to initiate an orderly wind-down of business
operations or to file for bankruptcy protection under the United
States Bankruptcy Code.  In the event that the Company winds down
or files for bankruptcy, there would likely be little or no
proceeds available for its stockholders.

"While we have worked, and continue diligently working, to raise
additional cash for the Company's development and working capital
needs, we have also remained focused on the development and on-
going clinical evaluations of our Symphony Continuous Glucose
Monitor (CTGM)," stated Thomas W. Davison, PhD, Sontra's President
and Chief Executive Officer.

Dr. Davison added, "Clinical trials of our Symphony Continuous
Transdermal Glucose Monitor are underway at a major Boston,
Massachusetts Medical Center.  The study has enrolled 30 patients
and preliminary data analysis verified that the Symphony system is
effective for continuous glucose monitoring in patients undergoing
open heart surgery in the operating room and cardiac care unit.
Recently, we expanded this clinical trial to enroll up to 65
cardiac surgery patients.  Assuming we are successful in obtaining
the necessary capital to continue the Company's operations, we
expect to initiate a multi-center clinical study in the first
quarter of 2007 that will enroll critically ill patients in
surgical and medical intensive care units."

                        Quarterly Results

For the quarter ended Sept. 30, 2006, the net loss applicable to
Sontra's common stockholders was $1,389,882 as compared to
$1,510,797 for the same period in 2005.

For the nine months ended Sept. 30, 2006, the net loss applicable
to common stockholders was $4,229,286, as compared to $4,556,259
for the same period in 2005.  As of Sept. 30, 2006, the Company
had a total of $1,677,256 in cash and short-term investments.

On July 24, 2006, the Company's Board of Directors approved a
1-for-10 reverse stock split.  The reverse stock split was
effective at 5:00 p.m. on Aug. 10, 2006, and the Company's common
stock began trading on a split-adjusted basis on Aug. 11, 2006.
All share and per share information presented herein have been
retroactively restated to reflect the reverse stock split.  The
Company expects that cash and short-term investments of $1,677,256
at Sept. 30, 2006 ($1,216,029 at Nov. 20, 2006) will be sufficient
to meet its cash requirements through December 2006.

                      About Sontra Medical

Based in Franklin, Massachusetts, Sontra Medical Corporation
(Nasdaq: SONT) -- http://www.sontra.com/-- develops platform
technology for transdermal science.  In addition, the Company owns
technology for transdermal delivery of large molecule drugs and
vaccines.


SPIRIT AEROSYSTEMS: S&P Lifts Corp. Credit Rating to BB from BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Spirit AeroSystems Inc. to 'BB' from 'BB-' and removed
it from CreditWatch, where it was placed with positive
implications on July 6, 2006.

The outlook is positive.

The rating action, indicated by Standard & Poor's on Sept. 2006,
follows the pricing of Spirit's IPO at $26 per share of common
stock, which raised about $270 million for the firm and
$1.2 billion for selling shareholders, including Onex Corp.,
Spirit's majority owner.

At the same time, Standard & Poor's affirmed its 'BB+' bank loan
and '1' recovery ratings on Spirit's new $983 million bank
financing; these ratings were not on CreditWatch.

The ratings on the previous bank facility are being withdrawn. The
aerospace supplier will have about $600 million of debt
outstanding following a $100 million pay-down of the term loan B
from the IPO proceeds, which will also be used for certain
payments related to a union equity participation program that will
be triggered by the IPO.

"The upgrade is based on better-than-expected financial
performance, continued favorable conditions in the commercial
aircraft market, the improved competitive position of Boeing Co.,
Spirit's primary customer, and a stronger capital structure
following the IPO," said Standard & Poor's credit analyst Roman
Szuper.

The ratings on Spirit reflect participation in the cyclical and
competitive commercial aerospace industry, reliance on one
customer (Boeing) for about 90% of sales, and significant near-
term expenditures related to development of Boeing's new 787
jetliner scheduled to enter service in 2008.

Those factors are offset somewhat by the company's position as the
largest independent supplier of structures for commercial aircraft
and substantial customer advances to fund most of the 787
development costs.

A continued favorable environment in the commercial aircraft
market and further improvement in Spirit's financial performance
could result in stronger credit measures, warranting an upgrade in
the intermediate term.  An outlook revision to stable is not
likely, but could be driven by major problems on the 787.


STANFIELD CLO: Moody's Lifts Rating on $29MM Notes to A1 from Ba2
-----------------------------------------------------------------
Moody's Investors Service upgraded these notes issued by Stanfield
CLO, Ltd.:

   -- $50,000,000 Million Class B-l Floating Rate Notes Due 2014

      -- Prior Rating: A3, on watch for possible upgrade
      -- Current Rating: Aaa

   -- $14,000,000 Million Class B-2 Fixed Rate Notes Due 2014

      -- Prior Rating: A3, on watch for possible upgrade
      -- Current Rating: Aaa

   -- $7,000,000 Million Class C-l Floating Rate Notes Due 2014

      -- Prior Rating: Ba2, on watch for possible upgrade
      -- Current Rating: A1, on watch for possible upgrade

   -- $22,000,000 Million Class C-2 Fixed Rate Notes Due 2014

      -- Prior Rating: Ba2, on watch for possible upgrade
      -- Current Rating: A1, on watch for possible upgrade

Moody's noted that the rating action is primarily due to the
ongoing delevering of the transaction.


TALECRIS BIO: Moody's Puts B3 Rating on Proposed $330-Mil. Loan
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Talecris
Biotherapeutics, Inc.'s newly proposed $330 million Second Lien
Term Loan, due 2014, which has been added as part of a recently
restructured transaction.

At the same time, Moody's affirmed Talecris' B2 Corporate Family
Rating and affirmed the B2 rating on a downsized $700 million
First Lien Term Loan, due 2013.

The affirmation of the ratings recognizes some reduction in a
still sizable dividend of over $800 million.  The affirmation also
assumes that despite an expected initial draw on the slightly
upsized $325 million First Lien ABL revolver, liquidity will
remain at previously expected levels.

Moody's does not rate the company's ABL Revolver.  Talecris'
rating outlook is stable.  The ratings are subject to review of
final documentation.

   * Talecris Biotherapeutics, Inc.

   * Rating assigned:

      -- $330 million Second Lien Term Loan at B3, LGD4, 69%

   * Ratings affirmed:

      -- Corporate family rating at B2
      -- $700 million First Lien Term Loan at B2, LGD4, 57%
      -- PDR at B2

Talecris manufactures and markets plasma-derived, protein-based
products for individuals suffering from life-threatening diseases
and currently ranks number three in global sales of plasma-derived
products, behind Baxter and CSL Limited.  As the largest "pure
play" plasma products manufacturer and one of five major global
players, Talecris is larger than most companies with a B2
corporate family rating.

Talecris began operations on April 1, 2005, when the US assets of
Bayer AG's worldwide plasma derived products business were
acquired by financial sponsors -- Cerberus Capital Management and
Ampersand Ventures.

Talecris' ratings are adversely affected by the aggressive
financial policies of the company.  The company is assuming a
significant amount of debt, which is being used to finance a
large, one-time dividend payment to their equity sponsors as well
as an acquisition of plasma collection centers from International
BioResources, LLC.

Moody's believes that despite the improving fundamentals in the US
plasma protein market - as well as the high barriers to entry in
the market - the company's limited operating history as a
standalone company is a significant credit concern.  In addition,
high reliance on raw plasma and the early integration of plasma
collection with manufacturing are key operating risks.  Finally,
the company's high leverage and weak financial strength and
financial policy ratios - some of which are positioned at the low
end of the Caa category -- are key rating factors.  As a result of
these concerns, Moody's believes that the B2 corporate family
rating is appropriate despite a B1 indicated rating under the
Global Methodology for the Medical Products and Device Industry.
The ratings are prospective and assume the company will achieve
stronger operating results over the forecast period.

Moody's  expect the company to generate negative free cash flow
during FY 2007 and 2008 due to IBR earn-outs, which could be
settled in stock, as well as increased capital spending associated
with both plasma collection and production facilities.

The stable outlook assumes that the company will be able to
generate stronger operating and free cash flow by 2009, and as a
result, will be able to begin reducing debt.

In addition, the stable outlook assumes that borrowings associated
with higher capital spending will only occur if the company is on
track with its transition to a standalone company and its vertical
integration strategy.

Given the company's limited history as a standalone entity and the
likelihood that financial strength and financial policy ratios may
not materially improve until plasma levels increase, a rating
upgrade is not likely in the near to intermediate term. Over time,
a combination of demonstrating sustained success as a standalone
company, execution of its vertical integration, as well as
stronger financial strength and financial policy ratios could
result in a rating upgrade.

The newly proposed bank term loan rating remains highly sensitive
to any incremental increase in the first lien revolver borrowings
because the revolver is backed by a stronger group of assets.  In
addition, Moody's believes that adequate liquidity is critical to
maintain these ratings.

Therefore, if revolver borrowings materially exceed the
$165 million level currently anticipated by Moody's, it could
create ratings pressure.

Moody's believes that lower than expected operating cash flow
could result in higher borrowing needs.  If financial strength
ratios -- including cash flow from operations to total debt, free
cash flow to total debt, and EBIT/interest drop below anticipated
levels, the ratings could face pressure.

Talecris Biotherapeutics, Inc., manufactures plasma-derived,
protein-based products for individuals suffering from life-
threatening diseases.


TELESOURCE INT'L: Sept. 30 Capital Deficit Increases to $10.4 Mil.
------------------------------------------------------------------
Telesource International Inc. filed its third quarter financial
statements ended Sept. 30, 2006, with the Securities and Exchange
Commission on Nov. 9, 2006.

At Sept. 30, 2006, the Company's balance sheet showed $10,603,121
in total assets and $21,081,912 in total liabilities, resulting in
a $10,478,791 stockholders' deficit.  The Company had a $9,829,953
deficit at June 30, 2006, and an $8,243,717 deficit at Dec. 31,
2005.

The Sept. 30 balance sheet also showed strained liquidity with
$6,507,263 in total current assets and $16,001,912 in total
current liabilities.

                      Results of Operations

Revenues

Service fees for power generation plant increased 38.2% to
$1,442,560 from $1,043,655 for the three months ended Sept. 30,
2006 compared with the three months ended Sept. 30, 2005.  This
increase is due to more energy demand in the Fiji plants.

Construction revenues decreased to $0 from $26,110 for the three
months ended Sept. 30, 2006, compared with Sept. 30, 2005.  The
decrease was due to the completion of all major construction
projects in 2005.  The Company did not enter into any new
construction contracts during 2005 or the first nine months of
2006 and has altered its construction strategy to enter into only
limited construction projects in partnership with its major
investor, Sayed Hamid Behbehani & Sons Co. W.L.L.

Finance lease revenues decreased 24.6% to $148,241 from $196,667
for the three months ended Sept. 30, 2006, compared with the three
months ended Sept. 30, 2005.  The decrease is due to the declining
balance of minimum lease payments, which are amortized over the
term of the Tinian power plant contract to yield a constant rate
of return.

Expenses

Power Generation Plant operations and maintenance costs increased
3.9% to $959,678 for the three months ended Sept. 30, 2006, from
$923,326 for the three months ended Sept. 30, 2005, resulting from
an engine overhaul in the plants located in Fiji.

Total construction costs decreased to $0 from $109,260 for the
three months ended Sept. 30, 2006, compared with Sept. 30, 2005.
Construction costs include related party activity totaling $0 and
$83,357 for the three months ended Sept. 30, 2006, and 2005,
respectively, which were paid to Sayed Hamid for goods and
materials purchased on the prison project located in Saipan.
Construction costs as a percentage of construction revenues were
0.0% and 418.5% for the three months ended Sept. 30, 2006, and
2005, respectively.

Salaries and employee benefits increased 1.6% to $236,279 for the
three months ended Sept. 30, 2006, from $232,481 for the three
months ended Sept. 30, 2005.

Occupancy and equipment expenses decreased 58.0% to $55,108 from
$131,283 for the three months ended Sept. 30, 2006, as compared
with Sept. 30, 2005.  The decrease in occupancy and equipment cost
during the first nine months of 2006 is primarily related to
reductions in the operating costs associated with the Saipan
office.

General and administrative expenses decreased 5.3% to $682,269 for
the three months ended Sept. 30, 2006, from $720,161 for the three
months ended Sept. 30, 2005.  The decrease is attributed to a
reduction in infrastructure costs resulting from the completion of
construction projects as well as cost cutting efforts directed by
management.

Other expense decreased 26.2%to $183,097 for the three-month
period ended Sept. 30, 2006, from $248,055 through the three month
period ended Sept. 30, 2005, due primarily to a gain on sale of
fixed assets in Saipan.

Net losses available to common stockholders were $709,077 for the
three months ended Sept. 30, 2006, and $1,151,774 for the three
months ended Sept. 30, 2005.  The lower net loss during the first
half of 2006 versus 2005 was driven higher revenues and lower
costs of revenues and operating expenses.

                         Subsequent Events

The Company borrowed an additional $336,000 from Sayed Hamid
affiliated companies subsequent to Sept. 30, 2006.

The Company's shareholders voted Oct. 31 to retain the existing
members of the Board of Directors.  In addition, the shareholders
approved an increase in the number of authorized shares of common
stock from 100,000,000 to 200,000,000.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?158a

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 3, 2006, L J
Soldinger Associates LLC, in Deer Park, Illinois, raised
substantial doubt about Telesource International Inc.'s ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005, and 2004.  The auditor pointed to the Company's recurring
operating losses and capital deficiency.

                  About Telesource International

Telesource International, Inc. (Pink Sheeet: TSCI) has three main
operating segments:  i) power generation, ii) construction of
power plants and construction services, and iii) brokerage of
goods and services.  Sayed Hamid Behbehani & Sons Co. W.L.L., a
Kuwait-based civil, electrical and mechanical construction
company, currently controls over 85% of the Company's shares.

Telesource International is located in Lombard, Illinois, U.S.A.,
the Company's headquarters, where it operates a small service for
the procurement, export and shipping of U.S. fabricated products
for use by the Company's subsidiaries or for resale to customers
outside of the mainland.

Telesource Fiji, Ltd., a subsidiary, is located on the island of
Fiji where it maintains and operates diesel fired electric power
generation plants for the sale of electricity in the country.  The
Company also is attempting to develop future construction and
other energy related business activities in Fiji.

Telesource CNMI, Inc., is on the island of Tinian, an island in
the Commonwealth of Mariana Islands (U.S. Territory), where it
operates a diesel fired electric power generation plant for the
sale of electricity to the local power grid.

In Saipan, the Company maintains offices for coordinating
marketing and development activities in the region and is
responsible for all operations including the development of future
construction projects and energy conversion opportunities in the
region.


TRAILER BRIDGE: 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 Trailer Bridge, Inc.,
and held its B3 rating on the company's Guaranteed Senior Secured
Global Notes Due 2011.  Additionally, Moody's assigned an LGD3
rating to those bonds, suggesting bondholders will experience a
46% loss in the event of a default.

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

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

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

Based in Jacksonville, Florida, Trailer Bridge, Inc. --
http://www.trailerbridge.com/-- an integrated trucking and marine
freight carrier, provides truckload freight transportation
primarily between the continental United States and Puerto Rico.
The company offers highway transportation services in the
continental United States, and marine transportation between
Jacksonville, Florida and San Juan, Puerto Rico.  It provides
southbound containers and trailers, as well as moves new
automobiles, used automobiles, noncontainerized or freight not in
trailers, and freight moving in shipper-owned or leased equipment.


TRANSPORT 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
revised its B2 Corporate Family Rating to B3 for Transport
Industries, L.P.

In addition, Moody's revised 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               B2       B1      LGD2       26%

   Guaranteed Senior
   Secured Term Loan
   Due 2011               B2       B1      LGD2       26%

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, Transport Industries, L.P. is a third
party provider of single-source, dedicated "closed loop"
transportation services to the food retail and distribution
industry through its Dedicated Transport Services business.  The
company also provides non-asset-based freight transportation
through its Truckload Management Services segment, and warehouse
and distribution logistics services through its Distribution
Services segment.  TI is a wholly-owned subsidiary of Transport
Industries Holdings, L.P.


TRAVELCENTERS: 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 B1 Corporate Family Rating B2 for TravelCenters of
America, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Guaranteed Senior
   Secured Term Loan C
   Due 2011               B1       B1      LGD3       37%

   Guaranteed Senior
   Secured Revolver
   Due 2008               B1       B1      LGD3       37%

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 Westlake, Ohio, TravelCenters of America, Inc. (NYSE:
HPT) is a network of full-service travel centers in North America.
The company has more than 11,500 employees at 162 locations in 40
states and Canada.  The company's cross country network of 162
hospitality and fuel service areas are primarily located along the
U.S. Interstate Highway System.  The TA network includes 161
locations in 40 states and one site in Ontario, Canada.


UNITEDHEALTH GROUP: Earns $1.1 Billion in Quarter Ended Sept. 30
----------------------------------------------------------------
UnitedHealth Group achieved record results in the third quarter of
2006.

For the quarter ended Sept. 30, 2006, the Company reported net
earnings of $1,101,000,000, compared to net earnings of
$800,000,000 for the same period last year.

Diversified business growth was well-matched with effective cost
management, advances in the integration of acquisitions and
accelerating gains in profitability from seasonally strong product
offerings in the third quarter, leading to a further advance in
the Company's full-year earnings outlook.  UnitedHealth Group now
expects full-year earnings per share growth of at least 25% in
2006.

Revenues for the three months ended Sept. 30, 2006, reached
$18,008,000,000, compared to revenues of $11,601,000,000 for the
same period last year.

Third quarter operating costs of $2.6 billion decreased by $60
million from their level in the second quarter of 2006.  Third
quarter operating costs included an insurance recovery of
approximately $40 million received by the Company's PacifiCare
entity and a contribution to the United Health Foundation of more
than $20 million.

During the third quarter, the Company realized net favorable
development of $10 million in its previous estimates of medical
costs incurred in 2005.  The Company also realized $70 million in
net favorable development related to estimates of medical costs
incurred in the first two quarters of 2006.

Reported cash flows from operations were $315 million for the
third quarter, bringing year-to-date operating cash flows to
$4.92 billion.

Third quarter 2006 annualized return on equity was 23%, up 1% from
the second quarter of 2006.

"The broad and evolving health care markets are increasingly
engaging the capabilities which we have cultivated, even as our
business execution steadily continues to improve," Stephen J.
Hemsley, president and chief operating officer, stated.  "We
anticipate continued strong growth into 2007, with total revenues
in the area of $79 billion and 2007 earnings per share growth of
15 percent above the range of $2.95 to $2.97 per share we now
project for 2006."

"The actions we reported establish a blueprint for the Company's
governance and internal controls," Richard Burke, chairman of the
Board of Directors of UnitedHealth Group, said.  "We deeply regret
the deficiencies relative to our historical stock option programs
cited in the Independent Committee's report and apologize to all
our stakeholders for them.  The actions we adopted are designed to
help ensure that UnitedHealth Group meets the highest possible
standards of corporate governance, in compensation matters and
other areas.

The Company is likely to delay the filing of its quarterly reports
on Form 10-Q for the second and third quarters of 2006, in order
to complete its analysis of its previously filed financial
statements in light of the Independent Committee of the Board's
report on stock option practices.

                     About UnitedHealth Group

Minneapolis, Minn.-based UnitedHealth Group Inc. (NYSE: UNH) --
http://www.unitedhealthgroup.com/-- offers a broad spectrum of
products and services through six operating businesses:
UnitedHealthcare, Ovations, AmeriChoice, Uniprise, Specialized
Care Services and Ingenix.  Through its family of businesses,
UnitedHealth Group serves approximately 70 million individuals
nationwide.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2006,
Fitch Ratings is currently maintaining all ratings of UnitedHealth
Group on Rating Watch Negative.

Despite the company's disclosure that the restatement of earnings
will be material, Fitch notes that this is a non-cash charge that
does not affect overall shareholder capital or the company's
ability to service its debt obligations.  Although the additional
taxes, interest and penalties related to the accounting adjustment
will certainly have cash flow implications, given management
estimates, Fitch does not consider the amount to be sufficient to
significantly impede the company's ability to meet its
obligations.  Fitch continues to consider UNH's cash flow
coverage, although adversely affected by issues surrounding the
company's stock option granting practices, to be more than
sufficient to justify the company's current ratings given its
financial leverage.

Fitch considers the company's disclosure of a material weakness
under Sarbanes-Oxley 404 to be troubling.  Clearly, such
weaknesses in governance can tarnish a company's image, sometimes
adversely affecting the company's ability to attract and retain
business, and often lead to difficulties similar to those being
faced by UNH's management.  However, although too late to aid the
company in heading off its current difficulties, Fitch views
recent and ongoing changes within the company's governance
practices as important in bolstering the company's governance
going forward.

Fitch originally placed UNH's ratings on Rating Watch Negative on
August 30, 2006, following the company's announcement that it had
received a notice of default from a group of persons claiming to
hold certain of its debt securities alleging a violation of UNH's
indenture governing its debt securities.  The company has stated
that it believes it is not in default.  The company received a
purported notice of acceleration on Nov. 2, 2006, from the holders
who previously sent the notice of default that purports to declare
an acceleration of the Company's 5.80% Notes due March 15, 2036 as
a result of the Company's not filing its quarterly report on Form
10-Q for the quarter ended June 30, 2006.  Given developments to
date, Fitch is working under the assumption that this issue will
be tied up in litigation for some time.


UNIVERSAL COMPRESSION: S&P Lifts Credit Rating to 'BB' from 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Universal Compression Holdings Inc. to 'BB' from 'BB-'.
At the same time, Standard & Poor's assigned its 'BB' rating and
'3' recovery rating to Universal's $500 million revolving credit
facility.

The Houston, Texas-based oilfield services company had
approximately $807 million in debt outstanding following the IPO
of its subsidiary Universal Compression Partners L.P.

The '3' recovery rating indicates the expectation of meaningful
recovery of principal in the event of a payment default.

"The upgrade reflects Universal's improved credit metrics and
operating performance," said Standard & Poor's credit analyst
Aniki Saha-Yannopoulos.

Standard & Poor's also said that it expects Universal to use its
discretionary cash flow for share repurchases and some debt
reduction as well as business reinvestment.

"We assume that the company will keep its consolidated credit
measures within the appropriate range for the rating, and
acquisitions at the UCLP level will be partially equity financed,"
said Ms. Saha-Yannopoulos.


UNIVERSITY HEIGHTS: Court Fixes February 20 as Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
set Feb. 20, 2007, as the deadline for all creditors owed money by
University Heights Association Inc. to file formal written proofs
of claim or interest on account of claims arising prior to
Oct. 12, 2006.

Proofs of claim must be received by:

       Office of the Clerk
       U.S. Bankruptcy Court
       Northern District of New York
       74 Chapel Street Suite 200
       Albany, NY 12207

Headquartered in Albany, New York, University Heights Association
Inc. -- http://www.universityheights.org/-- is composed of four
educational institutions that aim to enhance the economic vitality
and quality of life of its immediate community.  The company filed
for chapter 11 protection on Feb 13, 2006 (Bankr. N.D.N.Y. Case
No. 06-10226).  Judge Littlefield dismissed the Debtor's chapter
11 case due to bad faith filing.  On Oct. 12, 2006, the Debtor
filed a chapter 22 petition.  Francis J. Smith, Esq., at McNamee,
Lochner, Titus & Williams, PC, represents the Debtor in its
restructuring efforts.   When the Debtor filed for protection from
its creditors, it estimated assets and liabilities between $10
million and $50 million.


UNIVERSITY HEIGHTS: Gets Okay to Hire Walter Kresge as Appraiser
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
authorized University Heights Association Inc. to employ Walter F.
Kresge as its real estate appraiser.

The Debtor informs the Court that its primary assets include
parcels of real property known as the University Heights Campus.
The said campus is a key component of a plan of reorganization.
As a result, the Debtor needs to determine the value portions of
its real property.  Its value, the Debtor says, will be a
motivating factor in the decisions it makes with respect to its
property.

Mr. Kresge will provide appraisal services for the Debtor
including, but not limited to, appraisal of parcel of the Debtor's
real property and the valuation of various aspects of the real
property.

Mr. Kresge will bill the Debtor at $100 per hour for his work.

Mr. Kresge assures the Court that he is a "disinterested person"
as that term is defined in Section 101(4) of the Bankruptcy Code.

Headquartered in Albany, New York, University Heights Association
Inc. -- http://www.universityheights.org/-- is composed of four
educational institutions that aim to enhance the economic vitality
and quality of life of its immediate community.  The company filed
for chapter 11 protection on Feb 13, 2006 (Bankr. N.D.N.Y. Case
No. 06-10226).  Judge Littlefield dismissed the Debtor's chapter
11 case due to bad faith filing.  On Oct. 12, 2006, the Debtor
filed a chapter 22 petition.  Francis J. Smith, Esq., at McNamee,
Lochner, Titus & Williams, PC, represents the Debtor in its
restructuring efforts.   When the Debtor filed for protection from
its creditors, it estimated assets and liabilities between $10
million and $50 million.


WACHOVIA BANK: Moody's Holds Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed ratings of 18 classes of Wachovia Bank Commercial
Mortgage Securities Trust 2004-C10, Commercial Mortgage Pass-
Through Certificates, Series 2004-C10:

      - Class A-1, $47,738,368,  Fixed, affirmed at Aaa
      - Class A-2, $104,012,000, Fixed, affirmed at Aaa
      - Class A-3, $71,285,000   Fixed, affirmed at Aaa
      - Class A-4, $579,236,000, Fixed, affirmed at Aaa
      - Class A-1A, $246,654,466,Fixed, affirmed at Aaa
      - Class X-C, Notional, affirmed at Aaa
      - Class X-P, Notional, affirmed at Aaa
      - Class B, $38,703,000, Fixed, upgraded to Aaa from Aa1
      - Class C, $16,127,000, Fixed, upgraded to Aa2 from Aa3
      - Class D, $32,252,000, affirmed at A2
      - Class E, $16,126,000, Fixed, affirmed at A3
      - Class F, $19,352,000, Fixed, affirmed at Baa1
      - Class G, $14,513,000, Fixed, affirmed at Baa2
      - Class H, $17,739,000, Fixed, affirmed at Baa3
      - Class J, $12,901,000, Fixed, affirmed at Ba1
      - Class K, $8,063,000,  Fixed, affirmed at Ba2
      - Class L, $6,451,000,  Fixed, affirmed at Ba3
      - Class M, $4,838,000,  Fixed, affirmed at B1
      - Class N, $4,838,000,  Fixed, affirmed at B2
      - Class O, $4,838,000,  Fixed, affirmed at B3
      - Class SL,$23,659,271, Fixed, upgraded to A3 from Baa2

As of the November 17, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.9%
to $1.29 billion from $1.31 billion at securitization.  The
Certificates are collateralized by 102 mortgage loans ranging in
size from less than 1.0% of the pool to 7.8% of the pool, with the
top 10 loans representing 53.9% of the pool.  The pool includes
five shadow rated investment grade loans comprising 20.0% of the
pool.  Five loans, representing 15.7% of the pool balance, have
defeased and are collateralized by U.S. Government securities.
Included among these loans is the 11 Madison Ave. Loan, the
largest loan in the pool.

The pool has not sustained any losses to date.  There is one loan
in special servicing representing 0.1% of the pool. No losses are
expected from this loan currently.  Nine loans, representing 3.7%
of the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2005 operating results for
100.0% of the pool.  Moody's loan to value ratio for the conduit
component is 89.3%, compared to 94.2% at securitization.  Moody's
is upgrading Classes B and C due to defeasance, increased credit
support and improved overall pool performance.  Class B was
upgraded on Aug. 2, 2006 and placed on review for further possible
upgrade based on a Q tool based portfolio review (see "US CMBS: Q
Tool Based Portfolio Review Results in Numerous Upgrades," Moody's
Special Report, Aug. 2, 2006.

Additionally, as a result of the improvement in performance and
amortization associated with the Starrett-Lehigh Building Loan,
Moody's is upgrading non-pooled Class SL.

The largest shadow rated loan is the Starrett-Lehigh Building Loan
($98.8 million - 7.8%), which is secured by a 19-story, 2.3
million square foot Class B office building, which occupies an
entire city block on West 26th Street and 11th Avenue in New York
City.  The loan represents a 62.5% pari passu interest in the
senior portion of a first mortgage loan totaling $158.0 million.
In addition there is also a $23.7 million subordinate B Note
included within the trust.  Built in 1931 and renovated in 2003,
the building is 88.0% occupied as of September 2006, compared to
74.3% at securitization.  Major tenants include U.S. Customs,
Tommy Hilfiger USA, Martha Stewart Omnimedia  and the F.B.I.  The
sponsor is Mark Karasik.  The loan was interest only for the first
24 months, but now amortizes on a 26-year amortization schedule.
Moody's current shadow rating is Aa3, compared to A1 at
securitization.  Moody's is upgrading non-pooled Class SL to A3,
from Baa2.

The second shadow rated loan is the IBM Center Loan
($78.9 million - 6.2%), which is secured by a 785,000 square foot
Class B office building located in Atlanta, Georgia.  Completed in
1988, the property is located approximately eight miles north of
the Atlanta CBD near the intersection of I-75 and Northside
Parkway.  Situated on a 57-acre campus, the facility serves as
IBM's regional marketing headquarters. IBM's lease is co-terminus
with the loan maturity date.  The lease, which is net and includes
100.0% of the building, expires in September 2014. The sponsor is
Jamestown Companies.  The loan was interest only for the first 24
months and will be interest only for the last
24 months of its loan term.  In the interim the loan amortizes
based on a 28-year schedule.  Moody's current shadow rating is
Baa2, the same as at securitization.

The remaining three shadow rated loans comprise 6.3% of the pool.
The 520 Eighth Ave. Loan ($49.0% - 3.9%), secured by three
contiguous Class B New York City office buildings is shadow rated
Aa3.  The Cole Portfolio Loan, secured by a portfolio of 11 free
standing retail buildings located in various locations, is shadow
rated Baa2.  The Studio Village Shopping Center Loan, secured by a
203,000 square foot retail center located in Culver City,
California, is shadow rated Aaa.

The top three non-defeased conduit loans represent 18.1% of the
outstanding pool balance.

                              I

The largest conduit loan is the Phillips Point Office Building
Loan, which is secured by a 14-story, 421,650 square foot Class A
office building located in West Palm Beach, Florida.  The building
is 96.0% occupied, the same as at securitization.  The largest
tenants are Gunster Yoakley & Stewart, Pennsylvania and Conopco.
The loan sponsors are Benjamin Winter and Melvin Heller.  Moody's
LTV is 90.5%, compared to 98.4% at securitization.

                              II

The second largest conduit loan is the North Riverside Park Mall
Loan ($80.0 million - 6.3%), which is secured by a 440,421 square
foot portion of a 1.0 million square foot regional mall located in
North Riverside, Illinois, 11 miles west of the Chicago CBD. The
mall is anchored by J.C. Penney, Carson Pirie Scott & Co and
Sears.  Built in 1974, the mall was renovated and expanded in
2001.  As of July 2006 overall mall occupancy was 89.4%, compared
to 94% at securitization.  The loan sponsors are Jeffrey Feil and
Lloyd Goldman.  Moody's LTV is 87.4%, compared to 83.2% at
securitization.

                              III

The third largest conduit loan is Villa del Sol Apartments Loan
($45.0 million - 3.5%), which is secured by a 562-unit garden
style apartment complex located in Santa Ana, California,
approximately 35 miles southeast of downtown Los Angeles,
California.  As of July 2006 the property is 99.0% occupied,
compared to 98% at securitization.  The loan was interest only for
the first 24 months, but now amortizes on a 30-year schedule.
Moody's LTV is 93.8%, compared to 97.2% at securitization.

The pool's collateral is a mix of office and mixed use, retail,
multifamily and mobile home, U.S. Government securities, lodging
and industrial and self storage.


WESTINGHOUSE AIRBRAKE: 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 Ba2 Corporate Family Rating for Westinghouse Airbrake
Technologies, and held its Ba2 rating on the company's 6.875%
Guaranteed Senior Unsecured Notes Due 2013.  Additionally, Moody's
assigned an LGD4 rating to those bonds, suggesting noteholders
will experience a 56% loss in the event of a default.

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

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

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

Based in Wilmerding, Pennyslvania, Westinghouse Airbrake
Technologies dba Wabtec Corporation -- http://www.wabtec.com/--  
provides various technology-based equipments for the rail industry
worldwide.  It manufactures and services components for new and
existing freight cars and locomotives, and passenger transit
vehicles, such as subway cars and buses.


WILLIAM HACHMANN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: William E. Hachmann and Jean A. Hachmann
        44 North Vail Avenue, #506
        Arlington Heights, IL 60005

Bankruptcy Case No.: 06-15329

Chapter 11 Petition Date: November 21, 2006

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Gina B. Krol, Esq.
                  Cohen & Krol
                  105 West Madison Street, Suite 1100
                  Chicago, IL 60602
                  Tel: (312) 368-0300
                  Fax: (312) 368-4559

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
   ------                     ---------------       ------------
M&R Marking Systems, LLC      Express Marking, Inc.     $134,241
100 Springfield Avenue        764 W. Algonquin Road
Piscataway, NJ 08855          Arlington Heights, IL
                              60006

LaSalle Bank                  Express Marking, Inc.     $107,000
Commercial Loan Operations
P. O. Box 2549
Chicago, IL 60690

Consolidated Stamp, Inc.      Express Marking, Inc.     $106,752
7220 Wilson Avenue            764 W. Algonquin Road
Harwood Heights, IL 60706     Arlington Heights, IL
                              60006

Wells Fargo                   Express Marking, Inc.     $100,417
WF Business Direct
P. O. Box 348750
Sacramento, CA 95834

Consolidated Stamp            Express Marking,           $54,232
                              Inc. - Illinois

Media Solution Services, LLC  Judgment - State of        $50,000
                              New York

American Express              Express Marking, Inc.      $47,447

Citibank Platinum                                        $42,872

Citibank Aadvantage           Express Marking, Inc.      $25,950
Business Card

MBNA America                                             $24,554

American Express              Express Marking, Inc.      $21,784

LaSalle Bank, N.A.            Unique Personalized        $19,309
                              Products

Chase Bank                                               $17,000

Chase Bank                                               $16,451

Sears Gold Mastercard                                    $15,796

American Express Blue                                    $12,735

American Express                                         $12,006

Discover Card                                            $11,998

Consolidated Stamp            Express Marking,           $11,419
                              Inc. - Florida

Capital One, F.S.B.           Unique Personalized         $9,818
                              Products


WOODWIND & BRASSWIND: Inks Deal Selling Assets to Guitar Center
---------------------------------------------------------------
Guitar Center Inc. has signed an asset purchase agreement to
acquire substantially all the assets of The Woodwind & The
Brasswind under section 363 of the United States Bankruptcy Code.
Under the terms of the agreement, Guitar Center will acquire The
Woodwind & The Brasswind's inventory of band and orchestra and
combo instruments, accounts receivable, trade names and certain
other intangible assets.  The transaction is subject to a number
of conditions, including bankruptcy court approval, and is also
subject to overbid at a bankruptcy auction expected to be held in
January 2007.

"The acquisition of assets of The Woodwind & The Brasswind,
including the Woodwind and Brasswind and Music123 websites, will
enable us to further expand the already strong combo instrument
business at Musician's Friend as well as build out our direct
response band and orchestra business," Marty Albertson, Chairman
and Chief Executive Officer of Guitar Center, said.  "We are
excited about the opportunity to broaden our customer base and
continue the growth of our direct response business."

The Woodwind & The Brasswind filed for bankruptcy protection in
Indiana on Nov. 21, 2006.  The proposed asset acquisition
agreement was entered into by the Musician's Friend subsidiary of
Guitar Center.  Under the agreement, only very limited trade
obligations and other pre-petition liabilities of The Woodwind &
The Brasswind are being assumed.

                       About Guitar Center

Guitar Center Inc. -- http://www.guitarcenter.com/-- is a United
States retailer of guitars, amplifiers, percussion instruments,
keyboards and pro-audio and recording equipment.  Its retail store
subsidiary presently operates more than 195 Guitar Center stores
across the United States.  In addition, Guitar Center's Music &
Arts division operates more than 90 stores specializing in band
instruments for sale and rental, serving teachers, band directors,
college professors and students.

               About The Woodwind & the Brasswind

Headquartered in South Bend, Indiana, The Woodwind & the Brasswind
-- http://www.wwbw.com/-- sells musical instruments and
accessories.


YOSHIHIKO KOKURA: Chapter 15 Petition Summary
---------------------------------------------
Petitioner: Maruhito Kondo, Esq.
            Maruhito Kondo Law Office
            7th Floor, 21 Chuo Building 821,
            Ginza 1-chome, Chuo-ku,
            Tokyo 104-0061, Japan

Debtor: Yoshihiko Kokura
        6-11, Kanahori-cho, Hakodate-shi,
        Hokkaido (Hakodate-Shounen-Keimusho), Japan

Case No.: 06-00849

Type of Business: Pursuant to an order of the Tokyo District Court
                  (Heisei 16 (Fu) No. 16333) dated Oct. 22, 2004,
                  Mr. Kokura was declared insolvent under Article
                  126 of the Bankruptcy Law of Japan (Law No. 71,
                  1922) and Mr. Kondo, the foreign representative,
                  was appointed Bankruptcy Trustee of the
                  Bankruptcy Estate of Kokura, under Article 142
                  of the Bankruptcy Law of Japan.

                  Mr. Kokura owns the real property identified as
                  Apartment No. 32G-4 of the "Bay Villas"
                  condominium project located at Kapalua in Maui,
                  Hawaii.

Chapter 15 Petition Date: November 21, 2006

U.S. Bankruptcy Court: District of Hawaii (Honolulu)

Petitioner's Counsel: Emma S. Matsunaga, Esq.
                      Kessner, Duca et.al
                      220 South King, 19th Floor
                      Honolulu, HI 96813
                      Tel: (808) 536-1900
                      Fax: 9808) 529-7177

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  More than $100 Million


* AlixPartners Marks 25 Years, to Open Office in India Next Year
----------------------------------------------------------------
AlixPartners plans to open an office in India sometime in 2007.
The firm presently has 12 offices around the world, including six
in the United States, five in Europe and one in Japan.  Two senior
AlixPartners executives will be there next week at the India
Economic Summit 2006, and will be available to discuss "lessons
learned" from the firm's 25 years of helping companies perform
complex financial restructuring and large-scale operational
improvements, including for financial institutions and private
equity funds.

The AlixPartners executives attending the conference, which takes
place Nov. 26 to 28 and is jointly hosted by the World Economic
Forum and the Confederation of Indian Industry, are:  Managing
Director C.V. Ramachandran and India Initiative Director Sanjay
Shetty, both from AlixPartners' headquarters office in Detroit.

"When many people think of India today, the first adjective they
think of is 'booming,'" said Ramachandran.  "And, of course, to a
large degree that's true.  However, along with rapid growth and
expansion comes an increased amount of risk -- both financial and
operating -- as well as a more complex web of stakeholders.  As a
result, restructuring in India is inevitable."

In the U.S. over the past quarter century and, more recently, in
Europe, a similar situation of increased risk has translated into
a large number of corporate restructurings, Ramachandran went on
to note.  "Since 1981, the year AlixPartners literally helped
establish the turnaround industry," he said, "we've worked to
streamline the restructuring process, to bring more transparency
to it and, in general, to help institutions bring, as we put it,
'the greatest good to the greatest number.'  The result has been
stronger companies and institutions, and saved jobs.  In other
words, a strong social benefit."

Another lesson from AlixPartners' background that Ramachandran and
Shetty will be discussing next week is how Indian firms can
maximize the value of mergers and acquisitions, a topic of great
interest on the subcontinent, given such recent announcements as
Tata Steel Ltd.'s attempt to acquire Anglo-Dutch steelmaker Corus
Group PLC.   "With global private equity firms such as Blackstone,
Warburg Pincus and Henderson Private Capital now making India one
of their highest priorities, we think they'll be quite interested
in the time-tested experience a firm like AlixPartners can bring
to the party," continued Ramachandran.

"One thing we learned long ago at AlixPartners," said Shetty, "is
the reason so many mergers fail to deliver their intended
financial results is that there's not enough true, experienced
focus on the operations that will actually deliver the
financials."

Finally, Ramachandran and Shetty will also be discussing what they
call the "India Opportunity," the continuing, but also fast-
changing, opportunity for foreign-based firms to maximize India as
a low-cost platform not just for services but for manufactured
products as well.

                        About AlixPartners

AlixPartners LLP -- http://www.alixpartners.com/-- is a global
performance improvement, corporate turnaround and financial
advisory services firm.  The AlixPartners' "one-stop-shop" suite
of services range from operational performance improvement and
financial restructuring across all major corporate disciplines
(manufacturing, supply chain, IT, working capital, sales &
marketing, etc.), to financial advisory services (including
financial reporting, corporate governance and investigations) to
restructuring and claims management.  The firm has more than 500
employees, with offices in Chicago, Dallas, Detroit, Dsseldorf,
London, Los Angeles, Milan, Munich, New York, Paris, San Francisco
and Tokyo, and affiliates in Sao Paulo and Melbourne.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Broken Arrow Farm, LLC
   Bankr. M.D. Ala. Case No. 06-11295
      Chapter 11 Petition filed November 15, 2006
         See http://bankrupt.com/misc/almb06-11295.pdf

In re Derley Construction Inc.
   Bankr. M.D. N.C. Case No. 06-51591
      Chapter 11 Petition filed November 15, 2006
         See http://bankrupt.com/misc/ncmb06-51591.pdf

In re Larry B. Lawson
   Bankr. M.D. N.C. Case No. 06-51592
      Chapter 11 Petition filed November 15, 2006
         See http://bankrupt.com/misc/ncmb06-51592.pdf

In re Sabbag Investors LLC
   Bankr. E.D. Mich. Case No. 06-56866
      Chapter 11 Petition filed November 15, 2006
         See http://bankrupt.com/misc/mieb06-56866.pdf

In re Virginia Fay Wofford
   Bankr. N.D. Ala. Case No. 06-41713
      Chapter 11 Petition filed November 15, 2006
         See http://bankrupt.com/misc/alnb06-41713.pdf

In re Barrett Sutherland Acquisition LLC
   Bankr. D. Kans. Case No. 06-21882
      Chapter 11 Petition filed November 16, 2006
         See http://bankrupt.com/misc/ksb06-21882.pdf

In re Colby's Greenhouse, Inc.
   Bankr. E.D. Wash. Case No. 06-02914
      Chapter 11 Petition filed November 16, 2006
         See http://bankrupt.com/misc/waeb06-02914.pdf

In re Custom Interiors, Inc.
   Bankr. E.D. Mich. Case No. 06-56945
      Chapter 11 Petition filed November 16, 2006
         See http://bankrupt.com/misc/mieb06-56945.pdf

In re George Warren McDaniel
   Bankr. W.D. Va. Case No. 06-61780
      Chapter 11 Petition filed November 16, 2006
         See http://bankrupt.com/misc/vawb06-61780.pdf

In re Latin Heat Entertainment, Inc.
   Bankr. C.D. Calif. Case No. 06-12130
      Chapter 11 Petition filed November 16, 2006
         See http://bankrupt.com/misc/cacb06-12130.pdf

In re Murfreesboro Surgical Associates, LLC
   Bankr. M.D. Tenn. Case No. 06-06760
      Chapter 11 Petition filed November 16, 2006
         See http://bankrupt.com/misc/tnmb06-06760.pdf

In re Richard E. Osterwalder
   Bankr. N.D. Ohio Case No. 06-33343
      Chapter 11 Petition filed November 16, 2006
         See http://bankrupt.com/misc/ohnb06-33343.pdf

In re Vesey, Inc.
   Bankr. D. Mass. Case No. 06-14269
      Chapter 11 Petition filed November 16, 2006
         See http://bankrupt.com/misc/mab06-14269.pdf

In re Christopher T. Hajec
   Bankr. D. Mass. Case No. 06-42531
      Chapter 11 Petition filed November 17, 2006
         See http://bankrupt.com/misc/mab06-42531.pdf

In re Sun Canyon, Inc.
   Bankr. S.D.N.Y. Case No. 06-36256
      Chapter 11 Petition filed November 17, 2006
         See http://bankrupt.com/misc/nysb06-36256.pdf

In re Alec Taylor Catering, Inc.
   Bankr. D. Ariz. Case No. 06-03884
      Chapter 11 Petition filed November 20, 2006
         See http://bankrupt.com/misc/azb06-03884.pdf

In re Chameleon Data Corp.
   Bankr. W.D. Wash. Case No. 06-14140
      Chapter 11 Petition filed November 20, 2006
         See http://bankrupt.com/misc/wawb06-14140.pdf

In re Clark's Plumbing Construction & Maintenance
   Bankr. S.D. Ga. Case No. 06-11793
      Chapter 11 Petition filed November 20, 2006
         See http://bankrupt.com/misc/gasb06-11793.pdf

In re HighVision, Inc.
   Bankr. W.D. Pa. Case No. 06-25847
      Chapter 11 Petition filed November 20, 2006
         See http://bankrupt.com/misc/pawb06-25847.pdf

In re Laffer Inc.
   Bankr. D. Minn. Case No. 06-42711
      Chapter 11 Petition filed November 20, 2006
         See http://bankrupt.com/misc/mnb06-42711.pdf

In re Randall Dewayne Downham
   Bankr. S.D. Ind. Case No. 06-07488
      Chapter 11 Petition filed November 20, 2006
         See http://bankrupt.com/misc/insb06-07488.pdf

In re Shannon L. Harris
   Bankr. N.D. Calif. Case No. 06-10843
      Chapter 11 Petition filed November 20, 2006
         See http://bankrupt.com/misc/canb06-10843.pdf

In re Star Recruiting-Employment Services, Inc.
   Bankr. E.D. N.C. Case No. 06-01887
      Chapter 11 Petition filed November 20, 2006
         See http://bankrupt.com/misc/nceb06-01887.pdf

In re Andrew Arnett Lampe
   Bankr. D. Ariz. Case No. 06-03899
      Chapter 11 Petition filed November 21, 2006
         See http://bankrupt.com/misc/azb06-03899.pdf

In re Vera Inc.
   Bankr. E.D. Mich. Case No. 06-57242
      Chapter 11 Petition filed November 21, 2006
         See http://bankrupt.com/misc/mieb06-57242.pdf


                             *********

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 ***